Agenda packet — City Council and Authorities Concurrent, March 24, 2026 (part 2 of 5)

PTC Manual Page 1
Revision: 3
10/3/06

PTC Heater Systems

GENERAL DESCRIPTION
The High Voltage Supply Positive Temperature
Coefficient (PTC) Heater improves the reliability of
your electrical equipment by maintaining an
enclosure temperature only slightly higher than the
outside ambient temperature. The system offers
unparalled reliability due to the elimination of a
thermostat or other controls. In addition, standard
PTC Heaters use an integrated fan assembly that
assures even heat distribution throughout the
enclosure.

CONSTRUCTION
PTC Heaters feature a heating element constructed
with a variable resistance material that automatically
controls cabinet temperature. A fan (if equipped) is
attached to the heat guard and provides forced
conduction of the heat as well as uniform enclosure
distribution. Mounting brackets allow easy cabinet or
panel installation. A twelve foot wiring harness is
also included to make installation as easy as
possible.

Options

The PTC heaters are available in the following
configurations:

1. 50 Watt, 120V panel mount convection

2. 200 Watt, 120V fan forced

3. 200 Watt, 240V fan forced

4. 400 Watt, 120V fan forced

5. 400 Watt, 240V fan forced

INSTALLATION

Electrical Connections

To connect harness to Heater/Blower plug black wire
lead with (3) terminals into heater terminal block #1,
Then the next lead is plugged into Heater terminal
block #3, and the remaining lead is plugged into the
bottom terminal on the fan motor. Plug remaining
black wire lead with (2) terminals into heater terminal block #2, then the remaining lead is plugged into the
top terminal on the fan motor.

OPERATION
Operation of the heater assembly is automatic and
requires no adjustment. As the heat level in the
enclosure increases, the resistance of the heater
element also increases, resulting in a decrease of the

output wattage. Eventually, the enclosure reaches
an equilibrium temperature slightly above ambient.

MAINTENANCE
The PTC heater is essentially maintenance free, with
only a few necessary checks to ensure that the unit is
operating normally.

Annual Inspection:

CAUTION: The surface of the heater element is very
hot and can cause burns. Never cut or remove the
heat shield.

• Visually inspect that the fan is running
quietly and that no foreign material has
entered the assembly.
• Inspect that heater element shield is warm
to the touch.

TROUBLESHOOTING
1) The fan or heater is not operating
• Confirm that the voltage input to the PTC
assembly is the correct voltage.
• Check fan and heater plug-in terminals to
ensure that none have become
unplugged.
• Check wiring harness for cuts or bare
insulation

REPLACEMENT PARTS AND SERVICE
Please contact High Voltage Supply for parts and
service at 800-338-5526 for replacement parts and/or
service.

Agreement between City of Santa Clara and Anixter Inc.

Page 19 of 30 ends

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PTC
Heater~~
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C,
-
._____.__..
----'------.---
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REFEREN
CE:

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Agreement between City of Santa Clara and Anixter Inc.

Page 20 of 30 ends

PTC Heater Systems

CUSTOM R POWER(-
1 '10- I 'l<N HOT + tU::UTRAI..

OR 220 - NOV ll + L2 ,
.lliHE:: S£E COr-mGURAHON
51-lEEr FOO YOLTAG£
5£LECTIMlS
J 1-125 I-+-
GffllUH!ml\'.l ST\ltl
o i ,:r;:owr or ~m
l'IQl,IS1HC, {t{OJ SHOWlf)

FAN FORCED UN TS
I
---------, .00 --- ---- -1 'I
- • - a.oo --i•

CONVECTION UNITS
~-75 5_50
)

CUSTOMER POWER
I f 10-I20\t HOT + NEUTRAL
lillill SEE CO.'ff'll(,URATION'
sllEE1i tOR VO!.tAG!c
SillC ClNS

Agreement between City of Santa Clara and Anixter Inc.

Page 21 of 30 ends

l uU i ( ur Own~. art Numb .. r , Jsing ,.,onficJuraHon F-or More lnforrna ion
C ~ J 1 800•338•5526
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1113-1120\I AC ,o
1 l.fOIJNHHG Al.ATE 1
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l="J;~-rr I 2 I
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Mau:IIT~,i;; 0::Jll IMIL«J.\OUN11NGfU.TE .uJ11,1>iEF
Y;T,U; LEM>, 12 FEET'(NCUJCElj
NOTE: Uni!$./\, E f & G ate <.l I ,rated Jor 12W-'QJV (use O for voltage ~Iron).

Shlpplll9 •t,eighl: 1 lb.

PTC: HEAl'fB e & f S)'.Gil=M D'.fEG
NOUllrnl>: 11111 R.I.IL <,1 ~'tltll fll HG K.i\JE
- - •~ ffn {l" 11.QEl)j
a)().1400 !/I.T T, WIFAN I
'lOOW& FAN I L 400 WATT HI/REC-OVERY
Tl!l.'..Pl!A/1.TU ACrIW\lEll
UI

HOW TO PICK
WATTAGE VS. HEATER INLET TEIMP1ERATURE
, o,, --- ----- ------ --------
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COI\IIPOt,l~t.lTS •o TRAININO
CUSTOM SO:LUTIONS
,o 60 '10
9011 Governors Row
Dallas, TX 75247
80-0-3 38-5526 ,
www;.HighVol~ageSupply,.corn
e:rot HeA-1J=B fl.GO $XMW TYPES
Jil0Dl'lllt93 I lttp•~ FUi...O, Li(i'J!-ff1JI '1,11.T HJ'iY'lll!R 'l'.('_l!,c;li;.,,t); 13 F11iET (IJ\lOUAIED]
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1>'1'¢~--1 ~ ,n,. 31'10)

Agreement between City of Santa Clara and Anixter Inc.

Page 22 of 30 ends

200 WATT/120VAC
V1
200 WATT/220VAC
;-© V3
.• ·!·
400 WATT/ 20V.AC
V2
-400 WATf/ 220VAC
V4
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orr

Agreement between City of Santa Clara and Anixter Inc. Page 23 of 30

ATTACHMENT A5 - 145kV CIRCUIT BREAKER DATA SHEET

All information on the technical data sheet is provided to establish Agreement requirements and guaranteed design values. All design values must be finalized during the design phase by mutual agreement of the City and Seller, in writing, prior to equipmen t manufacture.

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES

1. PROJECT SILICON VALLEY POWER

1. Breaker Replacement at the Northern Receiving Station

2. LOCATION (NEAREST TOWN) SANTA CLARA, CALIFORNIA

3. ALTITUDE (ELEVATION ABOVE SEA LEVEL) 167.6 METERS (550-FEET)

4. DESIGN AMBIENT TEMPERATURE AT LOCATION (From Weatherbase) EXTREME HIGH: 42.8°C EXTREME LOW: -7.8°C
HIGHEST AVERAGE WITHIN A 24-HOUR PERIOD: 17.1°C

5. Env

CONTAMINATION LEVELS

HIGH SALT LEVELS, HIGH HYDROGEN SULFIDE LEVELS

6. CIRCUIT BREAKER ELECTRICAL PERFORMANCE RATINGS
Class C2C0 (General Purpose Outdoors)
Independent Pole Operation No
Motor Type Stored Energy
Number of Trip Coils 2
Rated Power Frequency HZ 60
Nominal System Voltage kV rms 115
Maximum Continuous Voltage kV rms 145
Power Frequency Withstand Voltage (10-seconds Wet) kV rms 275 Power Frequency Withstand Voltage (1-minute Dry) kV rms 275 Full Wave Lightning Impulse Withstand Voltage (BIL) kV Peak 650 Chopped Wave Withstand Voltage (2-Microseconds) kV Peak 838 Maximum out of phase switching current kA 20
Minimum Continuous Current Rating A 4,000

Agreement between City of Santa Clara and Anixter Inc. Page 24 of 30

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES

7. CIRCUIT BREAKER PHYSICAL PERFORMANCE RATINGS
Site elevation above 3300 feet above sea level No
Allowable Temperature Rise of bushing terminals (per IEEE C37.04) °C 65 Live Parts Material Copper or Aluminum
Pole Phase Spacing inches 84
Bushing Type Porcelain
Minimum creepage (leakage) distance of bushing weather sheds inches 115 Bushing color ANSI 70 Lt. Gray

ATTACHMENT A5 - 145kV CIRCUIT BREAKER DATA SHEET

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES
Short-Time Withstand Current (3 seconds duration) kA sym 80 Minimum Closing and Latching Current kA 208
Rated Interrupting Time cycles 3
Minimum Overhead Line Switching Current A 50
Minimum Capacitive Power Switching Current A 50
Peak Withstand Current kA peak 208
Maximum RIV @1 MHz 𝝁𝝁V 2500
DC Control Voltage V DC 125
AC Supply Power V AC 120/208
Charging Motor Primary Power Source V DC 125

Agreement between City of Santa Clara and Anixter Inc. Page 25 of 30

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES

Height from base to energized bushing components inches 102 Minimum strike distance over bushing weather sheds inches 41 Maximum static horizontal transverse terminal load force (85% of test value as proscribed in IEEE C57.19.01-per IEEE C57.19.100)
Newtons 2635
Height from base to bushing flange inches 159.3
Minimum height from base to bottom of pole control compartment inches 39.9 Minimum height from base to bottom of common control compartment inches 39.9 Maximum height from base to center of control/relay devices inches 39.933 Maximum height from base to center of control/relay devices inches ~60 ASME "U-Stamp" Required Yes
Bushing terminal type NEMA 8-hole U-terminal, Aluminum terminal pad is acceptable if bushing conductor is aluminum, Threaded studs are required if bushing conductor is copper.

Ground Terminal pads hole pattern NEMA 2-hole, 2 pads positioned diagonally Terminal pads hole pattern and width NEMA U Shaped Terminal Pads

Bushing Current Transformers
Device Numbers
Bushing Position
Ampere
Ratio Accuracy
CT Curve
SVP will provide/specify device numbers once
determined by EORs and agreed to by SVP. 1, 3, 5 X, Y and Z 4000:5 MR C1200 with
C800 @ 2000:5
3106N
2, 4, 6 X, Y, and Z 4000:5 MR
C1200 with
C800 @ 2000:5
3106N

Notes:

Position “X” is the bushing current transformer position closest to the bushing’s line terminal Position “Z” is directly below Position “X”, and closest to the interrupting contacts

Agreement between City of Santa Clara and Anixter Inc. Page 26 of 30

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES

8. SEISMIC QUALIFICATION LEVEL
MINIMUM QUALIFICATION LEVEL High, Zone 4

9. ADDITIONAL REQUIREMENTS/CLARIFICATIONS
BREAKER CAN MEET THE SHORT CIRCUIT REQUIREMENT WITHOUT CAPACITORS Yes BUSHING CONDUCTOR MATERIAL Copper
BUSHINGS ARE EQUIPPED WITH POWER FACTOR TESTING ELECTRODES Yes POSITIVE TEMPERATURE COEFFICIENT (PTC) TYPE SPACE HEATER WILL BE PROVIDED Yes A MANUAL TRIPPING DEVICE WILL BE PROVIDED Yes
PROVISION FOR A TRAVEL ANALYZER WILL BE INCLUDED Yes
DYNAMIC RATING MONITOR EQUIPMENT FOR SF6 AND BREAKER MONITORING IS INCLUDED Yes

Agreement between City of Santa Clara and Anixter Inc. Page 27 of 30

ITEM

DESCRIPTION OF SPECIFICATION

UNITS

SPECIFIED RATING/DETAILS AND GUARANTEED

PERFORMANCE VALUES

10. MANUALS & TESTING PLAN DOCUMENTATION SCHEDULE

INSTRUCTION MANUALS

Seller will provide with design submittal package or sooner, see contract agreement for design submittal delivery date.

FACTORY ACCEPTANCE TESTING PLAN AND PROCEDURES

Seller will provide with design submittal package or sooner, see contract agreement for design submittal delivery date.

11. WARRANTY PERIOD

SPECIFIED PERIOD (MINIMUM) YEARS 5 (AFTER INITIAL ENERGIZATION)

12. COMMERCIAL

PROVIDE A PRELIMINARY OUTLINE DRAWING, INCLUDING OVERALL

DIMENSIONS AND WEIGHTS, WITH PROPOSAL
Attached as Appendix D-1
PROVIDE A PRELIMINARY NAMEPLATE DRAWING WITH PROPOSAL Attached as Appendix D-2

PROVIDE A QUALITY ASSURANCE (QA) PROCEDURES SUMMARY DOCUMENT

WITH PROPOSAL
Seller will provide QA handbook/manual with design submittal package or sooner, see contract agreement for design submittal delivery date. 9a. SHIPPING LOTS FOR 145 KV 4000A CIRCUIT BREAKER
NUMBER OF UNITS REQUIRED FOR THIS PROJECT (Delivery) Lot See Bid Pricing Form – Attachment D2

CB DEVICE NUMBERS TBD

Agreement between City of Santa Clara and Anixter Inc. Page 28 of 30 Site Locations and Directions
Project Name Breaker Replacement at the Northern Receiving Station Project
State CA
County Santa Clara
Nearest City or Town Santa Clara
Latitude (approximate substation location) 37.40215
Longitude (approximate substation location) -121.96625
Project Site Physical Address 4952 Bill Walsh Way, Santa Clara, CA 95050

Owner Project Personnel
Owner Name: Silicon Valley Power, City of Santa Clara
PRIMARY CONTACT: Allie Jackman
Phone (408) 615-6639
E-mail [email protected]

C
Siemens Energy, Inc.

APPENDIX D-1

Page 29 of 30 ends

A
B
C
D
E
f'
G
H
1 2 3 4
TERM. 6 TERM. 4 TERM. 2
(CABINET)
TERM. 5 TERM. 3 TERM. 1
6 7 8 9 10

F F F F F
G \,/X 'v/Y STAT STAT+DYN
i---48.4 [1230] TOTAL \,/EIGHT \,/IND LOADS, AT 'wIND SPEED TENSILE LOAD AT LOADS OF 75 MPH [33 M/S] TERMINAL
------------------+-"-+--~
13,000 LBF 990 LBF 1, 169 LBF 450 LBF 1,124 LBF
I
[ 57.9 kNJ [ 4.4 kNJ [ 5.2 kNJ [ 2 kNJ [5 kNJ
I

22.8 [580] L__ _____ L__ _____ L._ ____ __j. ___ ---1... ____ _J I
I
------30.9 [784]

72.0 [1829]
TERM 3 & TERM 4
I
I I ~ BREAKER l
TTI
..-, ---..--P-H-AS_E_S-----+------'-
17_0
[433]
I

36.o I
[914] I
I i------86.7 [2101]--------i
-------------------eJ

FOUNDATION PLAN
BASE PLATE, 6.0 [152] SQ X .75 [191 THICK,
WITH ¢1.50 [38) HOLE AT ITS CENTER
FOR 1.25-8 UNC ANCHOR BOLT OF ASTM A36 OR HIGHER GRADE
TYP 4 PLACES (ANCHOR BOLTS TO BE FURNISHED BY CUSTOMER). (CABINET)

20.0 [508]

CONDUIT OPENING

WITH REMOVABLE
COVER

OPERATING LOADS PER LEG

HORIZONTAL F VERTICAL F
H V

X-DIR Y-DIR
2,024 LBF 2,698 LBF ±8,094 LBF
[9 kN] [12kN] [±36 kN]
i--------------189.3 [ 4808] ____ S_H_IP_P_IN.:..:..G::........:...Ac....:N-=-D_lc....:N-=-ST.:..:..A-=L=LE=D:........::L=EN...:..:G:....:Tc....:H__.

SWITCH UNIT SPACING

47.4 [1204] 47.4 [1204]

95.9 [2435]
NOTES:

1. [::>
~

4. 1

GROUND PAD WITH
2 0.50-13 UNC HOLES
ON 1.75 [ 44.5] CENTERS
TYP 2 PLACES
(DIAGONALLY OPPOSITE)
z
X
i---57.1 [1451]---i
i---------96.8 [2459]---------1
METRIC DIMENSIONS [XX.X] IN MILLIMETERS.

CLEARANCE REQUIRED FOR INS ULA TOR REMOVAL.

ALUMINUM TERMINAL PLATES WITH HOLES ACCORDING TO NEMA.

APPROX. WEIGHTS: BREAKER COMPLETE ........................ 13,000 LBS [5,896 KG) SF6 GAS .............................................. 224 LBS (102 KG] 2 3
Ill
SF6 GAS

DENSITY

MONITOR
4 SHIPPING AND INSTALLED WIDTH t

ROT A TBLE TERMINAL PLATE WITH
FOUR (4) ¢.562 (14.3) HOLES
ON 1.75 [44.5] CENTERS
TYP SIX (6) PLACES
r-82.7 [2102]
F I t-70.7 [1795]----
.-----------,------'~~ . ..:::..:::-

25. 0 r::,--.._2
[635] ~
l
0 z :::>
0 a::
~
0 I-
I-a::
a:
w > ::J
I-
I
(.')
w
I
(.')
z
a: a..

I
(/)
139.1
[3534]
..

F'v/y ____ ..____ ..

39.9 [1012]
102.0
[2591]
159.3
[ 4046]
177.0
[4495]

96.2 [2443]

5. WEIGHTS AND CENTER OF GRAVITY COMPUTED WITH STANDARD CREEP PORCELAIN INSULATORS AT 410 LBS (186 KG] EA.

6. CENTER OF GRAVITY REPRESENTED BY .
6 VIEWING WINDOW FOR

OPERATION COUTNER AND

POSITION INDICATOR
7 L34.0 rs65]
~ 72.0
'.-PLA:E IECIMA_ ±
2-PLA:E DECl~AL ±
JHA

LT DATE

ISSUE BY TH DATE
8 ~ CURRENT TRANSFORMERS
/ (WHEN REQUIRED)

RUPTURE DISC

FACING UPWARD

HAND TRIP
(WHEN REQUIRED)

GROUND PAD WITH
TWO (2) 0.50-13 UNC HOLES
ON 1.75 [ 44.5] CENTERS

LIFT -OFF DOORS
(2 OR 3 PLACES)

WITH LOCKING PROVISIONS
-Confidential-

DWG NAME
Property of
OUTLINE, SPS2-121-170kV BOkA
FSCM NO. DWG NO. ISSUE
72381451401 A
SCALE 1 :25 WT R F SHEET 1 OF 2
9 10
A
B
C
D
E
f'
G
H
APPENDIX D-2

Page 30 of 30 ends

,------------------------------------------------------------------------7 1 2 3 + SIEMENS +
Sulfur Hexafluoride Circuit Breaker
Type SPS2-145-80
Rated Max. Volts Rated Voltage Range Factor Rated Interrupting Time 145 kV 1.0 (K) 3.0 Cycles
A Rated Continuous Current Rated Short Circuit Current Rated Capacitance A A 80000 A Current Switching
Frequency Rated Out of Phase Current Line Charging 200 A 60 Hz 20000 A Isolated Bank Sw. 1200 A
Wt. of Breaker With Gas Full Wave Impulse Withstand Back -to- Back Sw. 700 A Lbs CB Closed Terminal-Ground 750 kV Inrush Peak 25000 A Weight of SF6 Gas CB Open Terminal-Terminal 750 kV Inrush Freq. 4250 Hz 224 Lbs Serial #
Rated Operating Pressure
PO#
Rated Operating Duty Cycle
at 68° F /20° C 87 psig OC0-15SEC-CO
Minimum Operating Pressure Short Time Current Duration
B at 68 F/2rf C 72 psig 3 SEC B
SF6 Alarm Pressure Close and Latch Parts List No.
at 68° F /20° C 75 psig 215 kA
SF6 Cutout Pressure Rated Chopped Wave @ 2 micros Instruction Book at 68° F /20° C 72 psig 968 kV PB-
% of DC Component CB Warranty From Date of mfr. Date of Mfr. 57 % 5 Years
+
Siemens Industry, Inc. Jackson, MS
+
Manufactured or Assembled of U.S.
and Foreign Components 72-184-636-002
NOTES:
1 . INST. BOOK-ENGRAVE PER S/0 SEQUENCE NO. 00012.

C 2. SERIAL -S/0-ENGRAVE PER SALES ORDER INVOLVED.

3. DATE OF MFR-ENGRAVE MONTH/YEAR TO BE SHIPPED FOR ORDER INVOLVED. @:>-ENGRAVE DASH NO. AFTER BRKR TYPE (EXAMPLE SPS2-362-63-1) SEE C
S/0 SEQUENCE NO. 00015 FOR DASH NO.
0 002 72-200-184-027 ALUMINUM --- F-0 ---

D MARK MAKE FROM MATERIAL CODE FINISH RGH
-- D
UNLESS OTHERWISE SPECIFIED -Confidential- Property of

ALL DIMENSIONS ARE IN INCHES MACHINED
Siemens Industry, Inc. 1-PLACE DECIMAL ± .050 SURFACE
TEXTU~ 2-PLACE DECIMAL ± .020 1001 3-PLACE DECIMAL ± .005 INTERNAL DIA EXCLUDED UNl£SS DWG NAME
FOR TOL NOT SPECIFIED SEE OTHERWISE NAMEPLATE 500 SERIES SHOP PRAC STD SPECIFIED ~

THIRD ISIMIIAR TO
1;J;f 72184636001 BREAKER) 145Kv-80Ko.

DRAWN JHA DATE 1-3D-17 A IFSCM NO. DWG NO.

I
ISSUE
CHECK JHA DATE 1-30-17 72184636002 01
APVD LT DATE 3-21-17
I WT R I ISSUE SH DATE 3-22-17 SCALE NTS F SHEET 1 OF 1 1 2 3 L------------------------------------------------------------------------~ City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-17110 Agenda Date: 3/24/2026

REPORT TO CITY COUNCIL

SUBJECT
Action on the Proposed Standstill Agreement for the Santana Terrace Apartments with Alpha Z San Jose Apt 1, LLC, Located at 190 N. Winchester Boulevard to Extend the Time for Refinance Lenders to Comply with Affordability Covenants Consistent with Fannie Mae/Freddie Mac Loan Requirements

BACKGROUND
The Santana Terrace Apartments complex is located at 190 N. Winchester Boulevard and was completed in June 2020. The 92-unit, multi-story apartment project was originally permitted as an age-restricted development limited to senior households age 55 and older.

In September 2021, the City Council adopted a Resolution approving a rezone of the project site removing the age restriction requirement language and instead allowing resident occupation for all ages. The original entitlement allowed construction of the senior housing development consisting of two and three-level rental housing units and resident amenities over a parking podium, along with carports and a reduced number of surface parking spaces totaling 105 parking spaces.

As of September 2021, about one year after construction, only 20 units were rented and occupied.

According to the Developer, marketing efforts to attract and achieve residency by seniors 55 years of age and older were severely hampered by the pandemic, resulting in low and slow occupancy of the development, whereas the rental apartments available for residency of all ages were less impacted.

At the September 9, 2021, City Council meeting, the City Council approved the Developer’s request to remove the age-restriction, conditioned upon the following: (1) that the Developer deed restrict 15% of the resident-occupied units, which is 14 total units, at income levels that did not exceed one hundred percent (100%) of the Area Median Income for Santa Clara County (AMI), and that the Developer install a security gate at the Property. The affordability restriction is consistent with the City’s Affordable Housing Ordinance requirements.

At the November 9, 2021, Special City Council meeting, the City Council approved and authorized execution and recordation of a 55-year Agreement Containing Covenants and Restrictions (“Restrictive Covenants”), which were executed and recorded on December 14, 2021, to ensure long- term affordability of the 14 units. It is important to note the City did not provide the project with a loan, and only has affordability covenants.

Earlier this year, the Santana Terrace developer approached the City with a request to subordinate the City’s Restrictive Covenants to a senior lender in connection with a proposed refinancing of the project. This request was denied because it is not the city’s policy to subordinate affordability covenants as that could permanently wipe out long-term affordability if a senior lender foreclosures its loan. As an alternative, the developer requested a standstill agreement which temporarily prevents City of Santa Clara Printed on 3/20/2026Page 1 of 4
powered by Legistar™
26-17110 Agenda Date: 3/24/2026
the city from exercising certain remedies during a fixed period of time if a default occurs. The City Council will need to act before this refinance can occur.

The standstill agreement proposed for this project prohibits the City from exercising the City’s enforcement rights authorized by the Restrictive Covenants for a 90-day period following notice to the lender. It also authorizes the City Manager to agree to extend the standstill period for an additional 90 -days.

Because housing projects periodically refinance their senior loans to secure more favorable terms, the frequency of such requests is expected to increase when rates improve or when existing loans approach maturity. Typically, senior loans for multifamily properties are structured with a 30-year amortization period but carry a 10 or 15-year term. Therefore, staff anticipate receiving more requests from developers and senior lenders for standstill agreements when affordability covenants are in place.

DISCUSSION
Overview of Proposed Refinancing
The property owner intends to refinance the project with a senior mortgage loan that will be backed by Fannie Mae under its Delegated Underwriting and Servicing (DUS) multifamily loan program.

Fannie Mae and Freddie Mac agency loan programs are a primary source of long-term financing for multifamily housing in California, including projects that contain affordability restrictions. These entities purchase loans from lenders which frees up lending capital for those lenders to make more loans. This adds liquidity to the residential mortgage market. Lenders impose standardized underwriting and loan servicing requirements designed to ensure they can sell loans to Fannie Mae and Feddie Mac. One key term is to have adequate time to cure borrower defaults and preserve the value of the collateral securing the loan.

In order to meet these requirements, senior lenders must set terms for making their loans ensuring they are in compliance with Fanne Mae’s guidelines and requirements. For this refinance transaction, the lender is requiring a minimum cure period of 90 days, to remedy a borrower default before subordinate lienholders or covenant holders may exercise enforcement remedies.

City Affordable Housing Agreement Enforcement Requirements The City’s Agreement Containing Covenants and Restrictions requires that property owners comply with the affordability restrictions placed on the 14 income-restricted units. Under these provisions, if the City identifies a violation of the restrictive covenants, the City may provide the property owner with a written notice and a 30-day period to cure the violation before the City may pursue enforcement actions.

This 30-day cure period is shorter than the standard cure period required under Fannie Mae and Freddie Mac loan programs, which generally require up to 90 days for a senior lender to cure borrower defaults.

Need for a Standstill Agreement
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Because the City’s Restrictive Covenants allow enforcement after a 30-day cure period, the covenant structure does not currently align with the 90-day cure period required under Fannie Mae DUS loan underwriting standards.

As a result, the senior lender has requested that the City enter into a Standstill Agreement as a condition of the refinancing. The purpose of the Standstill Agreement is to temporarily pause the City’s enforcement rights under the Restrictive Covenants for an additional 60 days, thereby aligning the City’s total enforcement timeline with the 90-day cure period required by the lender. It also authorizes the City Manager to approve an additional 90-day standstill period if so requested.

The Standstill Agreement would therefore:
• Maintain the City’s existing 30-day notice to cure requirement under the Restrictive Covenants • Provide the senior lender an additional 60 days to cure any borrower default • Authorize the City Manager to approve an additional 90-day standstill period if requested for a maximum total of 180 days.

This accommodation allows the lender sufficient time to cure a default or take corrective action to preserve the property and maintain compliance with affordability requirements.

Importantly, the proposed Standstill Agreement does not subordinate the City’s Restrictive Covenants to the senior lender and does not alter the City’s affordability requirements. Instead, the agreement simply temporarily delays the City’s enforcement remedies to allow the senior lender the opportunity to cure any default.

Limited Applicability of the Standstill Agreement
The proposed Standstill Agreement would apply only to the specific senior loan associated with the current refinancing of the Santana Terrace project.

The agreement would:
• Apply only to the refinancing loan being issued at this time • Not apply to any prior loans secured by the property
• Not automatically apply to future refinancing transactions • Not modify or weaken the City’s 55-year affordability covenant Any future refinancing that requires a similar agreement would require separate City review and approval.

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

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(“CEQA”) pursuant to CEQA Guidelines section 15061(b)(3) as the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

FISCAL IMPACT
There is no cost to the City for processing the proposed standstill agreement other than administrative staff time and expense.

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

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

RECOMMENDATION
Approve and authorize the City Manager to execute the Standstill Agreement for the Santana Terrace Project on the terms presented in a final form approved by the City Attorney.

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

ATTACHMENTS

1. Santana Terrace Standstill Agreement
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Standstill Agreement (Regulatory Agreement) Page 1
RECORDING REQUESTED BY:

Troutman Pepper Locke LLP
401 9th Street, N.W., Suite 1000
Washington, D.C. 20004
Attn: Lauren Koester

WHEN RECORDED RETURN TO:

Troutman Pepper Locke LLP
401 9th Street, N.W., Suite 1000
Washington, D.C. 20004
Attn: Lauren Koester

---------------------------------------------------------------------------------------------------------------------

SPACE ABOVE LINE FOR

RECORDER'S USE

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT (this “Agreement”) is made as of the ___ day of March, 2026, by and among (i) ALPHA Z SAN JOSE APT. 1, LLC, a Delaware limited liability company (“Borrower”), (ii) GRANDBRIDGE REAL ESTATE CAPITAL LLC, a North Carolina limited liability company (the “Lender”), and (iii) the CITY OF SANTA CLARA (the “Agency”).

RECITALS:

A. Borrower is the owner of that certain real property located at 190 N Winchester Boulevard, Santa Clara, California 95050, as more particularly described on Exhibit A attached hereto (the “Property”).

B. Borrower is refinancing a multifamily housing development on the Property; the Property and the improvements constructed on it are referred to in this Agreement as the “Project”.

C. Reserved.

D. A predecessor-in-interest to Borrower and the Agency entered into that certain Agreement Containing Covenants and Restrictions dated as of December 14, 2021, which sets forth certain use and affordability restrictions affecting the Project (the “ Regulatory Agreement”), which Regulatory Agreement was recorded among the land records of Santa Clara County, California (the “Official Records ”) on December 14, 2021, as instrument number 25194621.

E. The Lender is making a loan in the original principal amount of [$21,960,500].00 (the “Loan”) to the Borrower under the Fannie Mae Delegated and Underwriting and Servicing loan program, in accordance with the requirements therein (the “DUS Requirements”), and will

Standstill Agreement (Regulatory Agreement) Page 2
sell the loan to Fannie Mae.

F. The Loan will be evidenced by a Multifamily Note which will be secured by a Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Deed of Trust”).

G. The Regulatory Agreement will survive the payoff of the Loan.

H. Section 4 of the Regulatory Agreement, which addresses the remedies of the Agency, does not comply with the DUS Requirements.

I. As a condition to making the Loan, Lender requires that the Agency not exercise certain remedies under the Regulatory Agreement for a 90-day period following notice to the Lender. Lender will not make the Loan unless the Agency and Borrower agree to this Agreement.

J. Borrower, Lender, and the Agency hereby agree to the standstill provisions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement as agreements among the parties.

2. Standstill/Cure Period. The Agency shall not exercise any remedies under Section 4 of the Regulatory Agreement until the expiration of a 90-day period (the “Stand Still Period”) following Lender’s receipt from the Agency of notice of a default under the Regulatory Agreement The Stand Still Period may be extended by no more than 90 additional days, if requested by Lender, in writing, and approved, in writing by the City Manager, in the City Manager’s sole discretion.

During the Stand Still Period, however, the Agency shall be entitled to pursue specific performance and/or injunctive relief against Borrower, and against the Lender if Lender forecloses on the Property, for those rights and remedies under the Regulatory Agreement relating to income, rent, affordability restrictions, lease provisions, monitoring and reporting. Lender shall have the right, but not the obligation, to cure a default under the Regulatory Agreement during the Stand Still Period.

3. Notice.

(a) Process of Serving Notice. All notices under this Agreement shall be:

(1) in writing and shall be:

(A) delivered, in person;

(B) mailed, postage prepaid, either by registered or certified

Standstill Agreement (Regulatory Agreement) Page 3
delivery, return receipt requested;

(D) sent by electronic mail with originals to follow by overnight courier;

(2) addressed to the intended recipient at the address(es) below the signature block, as applicable; and

(3) deemed given on the earlier to occur of:

(A) the date when the notice is received by the addressee; or

(B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service.

(b) Change of Address.

Any party to this Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified in this Agreement.

Lender, the Agency, or Borrower shall not refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

4. Term. This Agreement shall be effective solely during the period in which the Loan is outstanding. Upon payment in full of the Loan or upon the termination or cancellation of the Loan, this Agreement and the provisions of this Agreement shall automatically terminate without any further action of any party hereto and any successor or assign thereof and this Agreement and the provisions of this Agreement be null and void and of no force or effect.

5. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto and shall supersede and cancel any prior agreements with regard to this subject matter.

6. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement.

7. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Standstill Agreement (Regulatory Agreement) Page 4

8. Amendment. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest.

9. Further Instruments. Each of the parties hereto will, whenever and as often as they shall be requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement.

10. Legal Action. In the event any legal action is commenced by any party hereto concerning this Agreement or the rights and duties of any party hereto, whether such action be an action for damages, or for equitable or declaratory relief, the prevailing party in such litigation shall be entitled to, in addition to all other relief as may be granted by the court, reasonable sums as and for attorneys' fees in an amount to be set by the court.

11. Valid Authorization. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder.

12. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which when taken together constitute one and the same instrument, binding on all of the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year above written.

BORROWER:

ALPHA Z SAN JOSE APT. 1, LLC ,
a Delaware lim· ed liability company
By:

George Childs
Authorized Signatory
STATE OF Ge..ue:5, -~

ACKNOWLEDGMENT
------=:;_:__;___
COUNTY OF ~<::. ~ --~---
On this ~ day of f-ebyvq~ , 2026, before me personally appeared George Childs, the Authorized Signatory of PHA Z SAN JOSE APT. 1, LLC, a Delaware limited liability company, to me known and known by me to be the party executing the foregoing instrument on behalf of said limited liability company, and acknowledged said instrument and the execution thereof, to be his/her free act and deed in said capacity and the free act and deed of said limited liability company. • ~ --5:._
Notary Pu -d17 __)c ,;,. r ~ •
Printed Name: 52, ~ //~ QV/' ~
M . . . 's./~/'J-7 y comm1ss1on expires: _ ____ _
Standstill Agreement (Regulatory Agreement) Page S-1
Signed, sealed and delivered in the
presence of:

LENDER:

GRANDBRIDGE REAL ESTATE CAPITAL LLC,
a North Carolina limited liability company
By:

Print Name: f)e-r:/Sr:" /trJJVblunofficial Witness
[SEAL]
Date:

My commission expires:

Standstill Agreement (Regulatory Agreement) Page S-2

Standstill Agreement (Regulatory Agreement) Page S-3
AGENCY:

CITY OF SANTA CLARA

By: ________________________________
Name:

Title:

ACKNOWLEDGMENT
STATE OF _______________

COUNTY OF _____________

On
this _______ day of _________, 2026, before me personally appeared _________________________, the _________________ of ____________________________, a ________________________________ , to me known and known by me to be the party executing the foregoing instrument on behalf of said corporation, and acknowledged said instrument and the execution thereof, to be his/her free act and deed in said capacity and the free act and deed of said corporation.
____________________________________
Notary Public
Printed Name: _____________________

My commission expires: _____________

Standstill Agreement (Regulatory Agreement) Page A-1

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA

CLARA, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

A PORTION OF LOT 21 OF PRUNE RIDGE TRACT, IN THE CITY OF SANTA CLARA, IN

THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF RECORDED NOVEMBER 8, 1890 IN BOOK E OF MAPS, PAGE 51,

SANTA CLARA COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF LOT 8 OF TRACT NO. 334

PRUNE RIDGE MANOR, ACCORDING TO THE MAP THEREOF RECORDED NOVEMBER 12, 1946 IN BOOK 12 OF MAPS, AT PAGE 17, SAID CORNER IS LOCATED ON THE SOUTHERLY LINE OF SAID LOT 21, HEREINABOVE REFERRED TO; THENCE FROM SAID POINT OF BEGINNING NORTH 0° 04' 23" WEST ALONG THE EASTERLY LINE OF LOTS 8, 9 AND 10 OF SAID TRACT NO. 334, A DISTANCE OF 173.12 FEET; THENCE SOUTH 89° 53' EAST 468.80 FEET TO THE SOUTHEASTERLY CORNER OF

PARCEL B, AS SHOWN ON THE RECORD OF SURVEY MAP RECORDED SEPTEMBER 19, 1963 IN BOOK 166 OF MAPS AT PAGE 56, SANTA CLARA COUNTY RECORDS; THENCE SOUTH 0° 05' EAST ALONG THE MOST EASTERLY LINE OF PARCEL C AS

SHOWN ON SAID RECORD OF SURVEY MAP AND THE WESTERLY LINE OF NORTH WINCHESTER BLVD., 100 FEET IN WIDTH AS SHOWN ON SAID RECORD OF SURVEY MAP, A DISTANCE OF 173.12 FEET TO THE NORTHERLY LINE OF TRACT NO. 1032 BASCOM GARDENS UNIT NO. 7 ACCORDING TO THE MAP RECORDED AUGUST 26, 1952 IN BOOK 40 OF MAPS, PAGE 17, SANTA CLARA COUNTY RECORDS; THENCE NORTH 89° 53' WEST ALONG THE NORTHERLY LINE OF SAID TRACT 1032, A DISTANCE OF 468.83 FEET TO THE POINT OF BEGINNING. DELINEATED ON THE RECORD OF SURVEY FILED DECEMBER 13, 1967 IN BOOK 231 OF MAPS, PAGE 38, SANTA CLARA COUNTY RECORDS.

APN: 303-16-073
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-199 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Amendments to the Agreement with Intertek USA, Inc., to Provide Non-Destructive Examination, Consulting, and Engineering Services for Silicon Valley Power, for a Total Not-to-Exceed Compensation of $1,050,000

BACKGROUND
Silicon Valley Power (SVP), the City of Santa Clara’s electric utility, operates and maintains electric generation facilities and associated critical equipment that require specialized technical services to support safe, reliable, and efficient operation. This equipment includes pumps, piping systems, pressure vessels, turbines, generators, and condensers.

In January 2024, staff issued a formal competitive solicitation for non-destructive examination, consulting, and engineering services to support inspection and condition assessment of critical power generation equipment at SVP facilities. The solicitation sought qualified firms capable of performing specialized inspection and testing services, including visual inspections, ultrasonic testing, radiographic testing, dye penetrant and magnetic particle testing, hardness testing, and other diagnostic methods used to detect material degradation, cracking, corrosion, and structural defects.

The scope also included engineering consulting services such as equipment condition assessments, piping and heat recovery steam generator (HRSG) inspections, flow-accelerated corrosion evaluations, and technical analysis to support maintenance planning and reliability of plant equipment. Following an evaluation process, staff selected Intertek USA, Inc. (Intertek) to provide these services at the Donald Von Raesfeld and Gianera power plants.

In October 2024, the City Manager executed an agreement with Intertek for a maximum compensation amount of $250,000, in accordance with Section 2.105.300(a) of the Santa Clara City Code, which authorizes the City Manager to execute agreements on behalf of the City in amounts up to and including $250,000. The agreement established an initial five-year term beginning October 1, 2024, and ending September 30, 2029, with one option to extend the term through September 30, 2030.

Under the agreement, Intertek provides specialized non-destructive examination services to evaluate the integrity of critical equipment. Nondestructive examination refers to a group of analysis techniques used to evaluate the properties of materials, components, or systems without causing damage. These services examine internal and external condition of equipment and components to detect anomalies, damage, and structural weaknesses. Intertek also provides engineering support and field assessment services to evaluate the condition and design of existing equipment in order to develop recommendations for the equipment maintenance plan.

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The non-destructive examination and engineering support services provided by Intertek allow SVP to assess the condition of critical equipment and support ongoing maintenance planning for its power generation facilities.

DISCUSSION
The original agreement with Intertek was executed with a not-to-exceed amount of $250,000, which has funded services performed during approximately the first 18 months of the agreement term. SVP continues to require specialized non-destructive examination, consulting, and engineering services to support ongoing inspection, assessment, and maintenance of critical power generation equipment.

Accordingly, staff is requesting City Council approval for the City Manager to negotiate and execute amendments to the agreement to increase the maximum compensation by up to $800,000, for a revised total not-to-exceed amount of $1,050,000. Because this increase would raise the total compensation above the $250,000 authority delegated to the City Manager under Section 2.105.300 (a) of the Santa Clara City Code, City Council approval is required. A summary of the agreement’s not-to-exceed maximum compensation is provided in Table 1 below.

Table 1 - Agreement Compensation Summary
Term Period Amount
Previously Authorized Amount under City Manager Authority (covering services from October 1, 2024, to March 31, 2026) $250,000
Additional Authorization Requested (covering services from April 1, 2026, through September 30, 2030, including the optional one-year extension if exercised)
$800,000
Total Not-to-Exceed Maximum Compensation $1,050,000
The agreement is structured on a time and materials basis using fully burdened hourly rates for various labor classifications. In addition to labor charges, the agreement includes unit rates for laboratory services and specialized testing and inspection equipment. Rates established in the agreement are subject to reasonable annual increases after the initial fixed period of three years. Any rate increase must be approved by the City and substantiated by the contractor to the City’s satisfaction.

Approval of the recommendations in this report would increase the agreement’s maximum compensation to a revised not-to-exceed amount of $1,050,000, as necessary to support ongoing operational needs. The total not-to-exceed amount represents cumulative maximum compensation over the full term of the agreement, including the one-year extension if exercised. Annual expenditures may vary depending on service needs; however, total compensation will not exceed the authorized maximum compensation.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15301 (Existing Facilities) of Title 14 of the California Code of Regulations as the services involve maintenance and repair of existing facilities and mechanical equipment.

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FISCAL IMPACT
The maximum compensation for the agreement with Intertek USA, Inc., will not exceed $1,050,000 over the contract term and a one-year optional extension through September 30, 2030. For current year costs, sufficient funds are available in the FY 2025/26 Operating Budget in the Electric Utility Operating Fund. Funds required for future years will be requested through the regular budget process.

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

RECOMMENDATION

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15303 (Class 1 - Existing Facilities) of Title 14 of the California Code of Regulations; and

2. Authorize the City Manager or designee to (a) negotiate and execute amendments to the agreement with Intertek USA, Inc. (Agreement) for non-destructive examination, consulting, and engineering services for Silicon Valley Power to: (i) increase the maximum compensation to $1,050,000; (ii) add or delete services associated with the services; (iii) adjust rates in accordance with the Agreement’s rate adjustment provisions; and (iv) make de minimis changes; and (b) take any actions as necessary to implement and administer the Agreement, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Agreement for Services with Intertek USA, Inc.

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EBIX Insurance No. S200005440

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INTERTEK USA INC.

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

RECITAL
A. City desires to secure as-needed non-destructive examination, consulting and engineering services ("Services") more fully described in this Agreement, in Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties 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 and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Exhibit
Exhibit E - Sample Work Authorization Form
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This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on October 1, 2024 and terminate on September 30, 2029, ("Initial Term").

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional year through September 30, 2030 ("Option Period") as determined by City. Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Period shall collectively be referred to as "Term".

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

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

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
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.

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6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and 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 including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

8. 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.

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.

Agreement with lntertek USA Inc.

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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 outside the scope of the Services, 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 and for four (4) years from the date of final payment for Services or goods 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 with lntertek USA Inc.

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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 Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be Agreement with lntertek USA Inc.

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constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at svpcontracts@santaclaraca .gov and
manager@santaclaraca .gov
And to Contractor addressed as follows:
lntertek USA Inc.
324 Martin A venue
Santa Clara, CA 95050
and by e-mail at fatma.faham@intertek .com
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 with lntertek USA Inc.

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following, and certifies that it does not know of any facts which would violate these code provisions . Contractor will advise City if a conflict arises.

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

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

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

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

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

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

26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.

Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title Agreement with lntertek USA Inc.

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8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws.

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

Approved as to Form:

JJattiet 'Kattitt
Daniel Ballin (Oct 24, 202414: 46 PDT)
GLEN R. GOGGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: IO /z q I l f
~ tP~ V . GRO N
~~
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
INTERTEK USA INC.
a Louisiana corporation
Dated: 10/22/2024
By (Signature): -~ \w<,. l _____ _ ______ _
Name: Rana Ghosh
Title: General Manager
Principal Place of
Business Address: 324 Martin Avenue, Santa Clara, CA 95050 Email Address: [email protected]
Telephone: (408) 745-7000
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EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 10 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 11 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 13 SECTION 4. REPORTS .............................................. ............................................. 13 SECTION 5. COMPLETION OF SERVICES ........................................................... 14 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 14 SECTION 7. SCHEDULING AND PLANNING ......................................................... 14 SECTION 8. WORK AUTHORIZATION PROCESS ............. ................................... 15 SECTION 9. APPLICABLE LAWS AND REGULATIONS .... .................................... 20 SECTION 10. WORKMANSHIP ............................... ............. .. ................................... 20 SECTION 11. PERMITS AND LICENSES ....................................... .......................... 20 SECTION 12. WARRANTY ....................................................................................... 20 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 21 SECTION 14. WORK AREA ...................................................................................... 21 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 21 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 22 SECTION 17. SAFETY ...................... ........................................................................ 22 SECTION 18. INJURY/PROPERTY DAMAGE .......................... ................................ 23 SECTION 19. CONTRACTOR PERSONNEL. ....................... .................................... 23 SECTION 20. E-BUILDER ...................... .. ................................................................. 25 SECTION 21. TRANSPORTATION, SHIPPING, AND FREIGHT ............................. . 27 Agreement with lntertek USA Inc.

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SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services to perform the following Services for various equipment, including their related materials and components, used in power plants, in support of Silicon Valley Power, the Electric Utility of the City of Santa Clara ("City" or "SVP").

1.1.1 Non-destructive examination (N DE) services

1.1.2 Consulting services

1.1.3 Engineering services

1.2 The Services are to be performed on SVP equipment which are manufactured by companies including, but not limited to: GE, Siemens, Sulzer, ITT-Goulds, ATS Express, Mitsubishi, KSB, WEG , Baldor, Copes-Vulcan, Fisher, Yarway, Lisega, Alstom, Superior , US Motors, Brush, and Rote-Jet. The equipment includes, but is not limited to:

1.2.1 Pumps

1.2.2 Boiler piping including pipe hangers

1.2.3 Non-boiler external piping

1.2.4 Non-process piping

1.2.5 Pressure vessels

1.2.6 Tanks

1.2.7 Turbines (e.g., gas fired, steam, and hydro)

1.2.8 Heat recovery steam generator

1.2.9 Generators

1.2.10 Condensers

1.2.11 High energy piping systems

1.3 Contractor shall perform the Services in accordance with the original equipment manufacturer (OEM) and industry standards, including but not limited to:

1.3.1 Electric Power Research Institute (EPRI)

1.3.2 National Board Inspection Code (NBIC)
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1.3.3 American Society of Mechanical Engineers (ASME) Codes 831 .1, 831.3 , and 831.8

1.3.4 ASME Boiler and Pressure Vessel Code (BPVC)

1.3.5 American Petroleum Institute (API) Pressure Vessel Inspection Standards

1.3.6 Any deviations from these standards must be approved in writing by SVP.

1.4 Contractor will primarily perform the Services within the City of Santa Clara limits.

The City may also require the Contractor to perform the Services at City facilities located in Glenn County.

1.5 To the extent not inconsistent with this Agreement, the City's SQQ # 23-24-20 (including subsequent updates) and Contractor's proposal response dated March 06, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

In the event of a conflict between the Agreement (including its Exhibits and SQQ # 23-24-20 or Contractor's proposal), the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Non-Destructive Examination (NDE) Services - Contractor shall perform a variety of non-destructive examination services to evaluate the integrity of equipment. Non-destructive testing services include but are not limited to:

2.1.1 Visual inspections (VI)

2.1.2 Ultrasonic testing (UT)

2.1.3 Dye-penetrant testing (PT)

2.1.4 Magnetic particle testing (MT)

2.1.5 Fluorescent magnetic particle testing (WMFT)

2.1.6 X-ray photography (RT)

2.1. 7 Penstock inspections

2.1.8 Hardness testing, including test procedures and scales of measurement

2.2 Consulting Services - Contractor shall provide consulting services related to NOE and equipment assessment, repair, and testing, including but not limited to:

2.2.1 On-site hot and cold walkdowns and condition assessments of the following equipment:

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2.2.1.1 Flow accelerated corrosion (FAG) piping system

2.2.1.2 High energy piping condition assessment (HEPCA) piping system

2.2.1.3 General piping

2.2.1.4 Heat recovery steam generator (HRSG)

2.2.1.5 Other equipment as specified by the City

2.2.2 Testing Services

2.2.2.1 Inspection of piping components, including pipe supports and restraints

2.2.2.2 Verification of the design functionality of mechanical systems and structural components and identification of anomalies, damages , and malfunctions

2.2.2.3 Provision of repair recommendations and scheduling to return any inoperative or damaged component to service

2.2.3 Analysis Services

2.2.3.1 FAG analysis

2.2.3.2 Corrosion analysis (e.g., general, stress corrosion cracking, dew point, under deposit , etc.)

2.2.3.3 Thermal shock analysis

2.2.3.4 Fatigue analysis (e.g., cyclic, thermomechanical)

2.2.3.5 Creep analysis

2.2.3.6 Microstructural analysis

2.2.3. 7 Optical microscopy and fractography analysis

2.2.3.8 Scanning electron microscopy analysis

2.2.3.9 Energy dispersive X-ray spectroscopy analysis

2.2.3.10 Quantitative chemical analysis

2.2.3.11 Replication analysis
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2.3 Engineering Services - Contractor shall provide engineering services related to the evaluation, review, and design of existing equipment, including but not limited to:

2.3.1 Engineering evaluation of NOE results, pipe stress analyses, and engineering evaluations of pipe hanger conditions and repairs

2.3.2 Analysis and review of NOE inspection results and reporting of inspection findings

2.3.3 Evaluation and design services for existing power plant equipment, including pipe hangers and support components

2.3.4 Steam piping system studies

2.4 Additional Services. The City may request additional related services, including but not limited to:

2.4.1 Emission engineering support services related to equipment fixes or modifications to improve emissions.

2.4.2 Preparation of a preventive maintenance plan that outlines recommended maintenance services for the required equipment for ten years. City will provide the detailed requirements of the preventative maintenance plan via a Work Request according to the process outlined in Section 8 of this Exhibit A.

2.4.3 30 laser scanning services
SECTION 3. SPECIFIC REQUIREMENTS
Contractor shall be responsible for providing the following, as required for the Services:

3.1 Supervision and administrative support

3.2 Program and project management services

3.3 Subcontractor management

3.4 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.) SECTION 4. REPORTS

4.1 Service Reports

4.1.1 Within thirty (30) calendar days after the City's final acceptance of the Services associated with each Work Authorization (as defined in Section 8), Agreement with lntertek USA Inc.

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Contractor shall submit a report to the City, which shall include the following information:

4.1.1.1 Type of service (i.e., NOE, engineering and consulting services)

4.1.1.2 Summary of existing conditions

4.1.1.3 Assessment, analysis, and testing results description of noted issues/deficiencies (including photos) and recommended
corrective action

4.1.1.4 Description of the Services performed

4.1.1.5 Any additional information requested by the City

4.2 Status Reports

4.2.1 Contractor shall provide regular updates on the cost, schedule, and status of the Services performed during the term of the agreement.

4.2.2 Contractor shall provide the status updates as required by SVP, which may be daily, weekly, or monthly depending on the nature of the work activities associated with the Services.

4.3 Contractor shall provide all reports in electronic format and hard copy upon request by the City.

SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner so as to ensure the site, equipment, and/or system is operational as soon as possible and as provided in the applicable Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order as defined in Section 8.

SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non business hours when required.

SECTION 7. SCHEDULING AND PLANNING

7.1 Contractor shall coordinate with the City to schedule outages associated with the performance of the Services. When requested by City, Contractor shall be able to plan, staff, and execute scheduled Services with thirty (30) days advance notice Agreement with lntertek USA Inc.

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7.2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or alternative shifts including night shifts.

7.3 Emergency Services. Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.

Contractor shall respond via phone or email to an emergency request within 24 hours of the City's notification. Contractor and City shall mutually agree on scheduling the required emergency service.

SECTION 8. WORK AUTHORIZATION PROCESS

8.1 Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.

8.2 Non-Emergency Work

8.2.1 When Services are required, City will notify the contractor to provide a proposal for Services. City will provide a description of the Services required, the deadline for response, and any other relevant information (Work Request).

8.2.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

8.2.2.1- A work plan that includes a detailed description by task of the services to be performed.

8.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

8.2.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

8.2.2.4 Any required drawings or documents.

8.2.2.5 A list of City responsibilities.

8.2.2.6 A final acceptance criteria.

8.2.2. 7 An itemized cost proposal showing:

8.2.2.7.1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if
applicable. Indicate labor subject to prevailing wage
requirements.

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8.2.2. 7 .2 Parts/materials.

8.2.2.7.3 Rental and/or specialty equipment.

8.2.2. 7 .4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

8.2.2. 7 .5 Any additional costs including, but not limited to freight, permits, and fees.

8.2.2. 7 .6 Breakdown of materials and labor sufficient to calculate all required taxes.

8.2.2.7.7 Estimated total cost including any required taxes.

8.2.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

8.2.2.9 Costs for any additional equipment , parts, or services required for completion of the Services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no additional cost to the City.

8.2.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.

8.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.2.2, the City and Contractor may negotiate whether the cost for the Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g., time and materials) for completion of the services.

8.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.

Contractor's final cost proposal shall be in conformance with Exhibit B and:

8.2.2.12.1 Include clear breakdown of materials and labor indicating taxable and non-taxable items, along with an estimate of required taxes.

8.2.2.12.2 Include separation of materials subject to tax so that payment for such materials and the associated taxes
occur in a single payment.

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8.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.

8.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.

8.2.3 Work Authorization:

8.2.3.1 If the completion of the services in the Proposal will not result in total costs exceeding the maximum compensation in Section 6 of the Agreement (when combined with all previously authorized Services), the City may authorize the services as set forth in this Section.

8.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.

8.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.

8.2.3.4 Each Work Authorization shall have a Purchase Order attached to it. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each Work Authorization except in those situations set forth in Section 8.2.3.5 below.

8.2.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Work Authorization.

8.2.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization.

8.2.4 Changes to Work Authorization:

8.2.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or Agreement with lntertek USA Inc.

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specific line items in a Work Authorization or Purchase Order.

Contractor shall provide the reason for the change specific to each Purchase Order.

8.2.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

8.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Purchase Order or changes to line items in a Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services. The City will issue a new or amended Work Authorization (if required pursuant to Section 8.2.3.2) or Purchase Order (as applicable) to authorize such additional services.

8.2.4.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.

8.3 Emergency Work Orders

8.3.1 An Emergency Work Order should be used only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

8.3.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days, followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.

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8.3.3 When emergency services are required, Contractor shall send a Proposal to the City for the required services as soon as possible, but no later than three (3) business days after starting services. The Proposal shall be detailed in accordance with Section 8.2 and shall also include all services required including those services already completed or initiated. City will issue a Work Authorization (if required pursuant to Section 8.2.3) and Purchase Order as soon as reasonably practicable.

8.4 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable. The order of precedence is the following as follows: (1) Agreement including Exhibits, (2) Work Authorization, (3) Purchase Order, and (4) Proposal.

8.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.3 and

8.2.4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the services contained therein shall be included within the Services.

8.6 If Contractor begins Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.

8.7 T.he City (through the individuals listed in Section 8.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work Order or an Emergency Work Order for convenience with ten ( 10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

8.8 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.

8.9 Except in the case of emergency which shall conform to the conditions of Section 8.3 or where the circumstances in Section 8.2.4.4 apply, Contractor shall not initiate services and the City will not compensate Contractor until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed Contractor to perform services.

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SECTION 9. APPLICABLE LAWS AND REGULATIONS

9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).

9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 10. WORKMANSHIP

10.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.

10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.

SECTION 11. PERMITS AND LICENSES
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

SECTION 12. WARRANTY

12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve (12) months from the date of completion of the Services as set forth in each Work Agreement with lntertek USA Inc.

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Authorization, Purchase Order, Interim Work Order, or Emergency Work Order.

Warranty-related work shall be at no additional cost to the City.

12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of the any manufacturer's warranty or extended manufacturer's warranty.

12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.

SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 14. WORK AREA

14.1 Contractor shall ensure that the work site is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of services. Upon completion of the scheduled services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

14.3 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City's operations and others who may be impacted by Contractor's Services.

SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools Agreement with lntertek USA Inc.

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or equipment to Contractor. Neither the Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.

15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.

15.5 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 16. DISPOSAL OF WASTE & SCRAPS

16.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

16.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 17. SAFETY

17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.

17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall submit a copy of their IIPP at City's request and Contractor shall make it available on-site.

17.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

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17.4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).

17.5 Contractor must comply with SVP's clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

17.6 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.

17. 7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager I On-Site Supervisor (as defined in Section 19) and Contractor employees.

SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 19. CONTRACTOR PERSONNEL

19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.

19.2 Staffing

19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

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19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

19.3 Employee Training

19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.

19.3.5 At the City's request, Contractor shall submit copies of training records for its employees.

19.4 Standards of Conduct

19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

19.4.1.4 Possess any firearms, narcotics, drugs, intoxicants, or other restricted materials while on the premises.

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19.4.2 In the event that a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 20. E-BUILDER

20.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the Term of this Agreement.

20.2 e-Builder is a web-based construction management application hosted by e Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

20.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via Agreement with lntertek USA Inc.

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automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e-Builder. The Contractor shall utilize the existing forms and processes in e Builder to the maximum extent possible. If a required form does not exist in e Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

20.9.1 Correspondence

20.9.2 Meeting minutes

20.9.3 Product data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.

20.9.4 Requests for Information (RFl's)

20.9.5 Submittals and shop drawings

20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.

20.9. 7 Pay applications

20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.

20.9.9 Pre-Task Plans (PTPs)

20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports

20.9.11 All official reports, such as commissioning reports

20.9.12 Notices and claims
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20.9.13 Operations and maintenance manuals

20.9.14 All close-out documents, and

20.9.15 All testing results

20.10 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.

SECTION 21. TRANSPORTATION, SHIPPING, AND FREIGHT

21.1 Contractor shall be responsible for shipment and delivery of all required products, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 8 of Exhibit A and Section 2.4 of Exhibit B.

21.2 Contractor will pack and ship all products, materials, and equipment in accordance with good commercial practices.

21.3 Contractor shall ensure that products, materials, and equipment are insured against "all risks" from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from the City until received by the City.

21.4 Contractor shall notify the City at least sixty (60) minutes prior to the arrival of any deliveries to the City. City will provide the Contractor with a contact name, phone number, and shipping location.

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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.

1.2 The City does not guarantee any minimum compensation under this Agreement.

SECTION 2. RA TES

2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B1 (Rates) attached and incorporated by reference

2.2 Rates listed in Appendix B 1 are fully burdened and will remain fixed for the first three (3) years of the Agreement.

2.3 Rate Increase. After the first three (3) years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.

2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, and (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.

Reimbursable Expense Schedule

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

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

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Reimbursable Expense Schedule Mark Up

3. Charges for outside parts and services (including Not to exceed 10% subcontractor fees, parts, equipment, rental
equipment, materials, field equipment shipping,
laboratory samples, and facilities not furnished
directly bv Contractor).

4. Other reimbursable expenses with prior written No Markup approval from the City

5. Contractor may invoice allowable mileage at the No Markup prevailing IRS rate per mile. (Rental cars are
reimbursed at actual cost only. No mileage is
aoolicable to rental cars.)

6. Unless approved in writing (e-mail acceptable) in No Markup advance , meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
httQs://www.gsa.gov/travel-resources . Airfare or
rental car, where applicable shall be at economy
rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Time and Materials. For Services authorized by the City to be paid on a time and material basis, Contractor shall submit an invoice to the City on a monthly basis for Services completed in the preceding month, pursuant to the rates listed in Table 81 (Labor Rates) and Table 82 (Service and Equipment Rates) of Appendix 81, and in accordance with the Work Authorization. The invoice must include the following information :

3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

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

3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Table 81 and Table B2 of Appendix B1 are charged. Additionally, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.

3.2 Fixed Price. For Services authorized by the City to be paid on a fixed price basis, Contractor shall submit an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order. Invoices must include the following information :

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3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.

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

3.2.3 Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.

3.2.4 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of pre payment prior to Contractor beginning the Services.

3.4 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

3. 7 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.

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

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APPENDIX 81 TO EXHIBIT B
RATES
SECTION 1. RA TES
Contractor shall charge, and the City shall pay for actual SeNices rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the SeNices are listed below in Table 81 and Table 82.

In cases where seNices are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the seNices. For avoidance of doubt, any changes to the rates in Table 81 and Table 82 must be authorized by an amendment to the Agreement in accordance with Section 2.3 of Exhibit B. Rate changes are not permitted as part of a Work Authorization process.

TABLE B1 - LABOR RATES
Labor Classifications
Engineering Director
Technical Director
Metallurgical Director
Project Director
Principal Enaineer
Principal Project Manaaer
Principal Specialist
Principal Metallurgist
Senior Engineer
Senior Project Manager
Senior Specialist
Senior Metallurgist
Engineer Ill
Project Manager 111
Specialist Ill
Metallurgist Ill
RBI Specialist Ill
Engineer I
Project Manager I
Specialist I
Metallurgist I
RBI Specialist I
Engineer/Field Engineer
Field Manager
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(ST)
Hourly Rate
$250.00
$240.00
$240.00
$240.00
$220.00
$215.00
$215.00
$215.00
$200.00
$200.00
$200.00
$200.00
$200.00
$180.00
$200.00
$175.00
$200.00
$200.00
$175.
00 $160.00
$160.00
$175.00
$175.00
$150.00
Overtime Double Time
(OT) (OT)
Hourly Rate Hourly Rate
Not Applicable Not Applicable
Not Applicable Not Aoolicable
Not Applicable Not Aoolicable
Not Aoolicable Not Applicable
$330.00 $440.00
$322.50 $430.00
$322.50 $430.00
$322.50 $430.00
$300.00 $400.00
$300.00 $400.00
$300.00 $400 .00
$300.00 $400.00
$300.00 $400.00
$270.00 $360.00
$300.00 $400.00
$262.50 $350.00
$300.00 $400.00
$300.00 $400.00
$262.50 $350 .00
$240.00 $320.00
$240.00 $320.00
$262.50 $350.00
$262.50 $350.00
$225.00 $300.00

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Straight Time Overtime Double Time
(ST) (OT) (DT)
Labor Classifications Hourly Rate Hourly Rate Hourly Rate Field Specialist $125.00 $187.50
NOE Level Ill $125.00 $187.50
Information Analyst $100.00 $150.00
Data Analyst $125.00 $187.50
Inspector/Field
Technician/NOE $100.00 $150.00
Specialist/NOE Level II
Laboratory Technician $100.00 $150.00
NOE Technician $75.00 $112.50
Inspector/Field/Laboratory $75.00 $112.50 Technician
TABLE 82-SERVICE AND EQUIPMENT RATES
Services
Laboratory Service Use
Field Replica Kit
Replica Laboratory Analysis and Report
Each replica covers base metal, heat affected zone, and weld material
Magnetic Testing (MT) Kit
Steam Tube Sample Analysis - Includes visual examination, tube dimensions, material verification, hardness testing , metallographic examination, and remaining creep life estimate.

Waterwall Tube Analysis - Includes visual examination, tube dimensions, characterization of waterside deposits, and metallographic examination.

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$250.00
$200.00
$250.00
$200.00
$200.00
$150.00
$150.00
Rate
$25.00/hour
$100.00/day
$350.00/3-spot replica
$50.00/day
$2,800.00/tube
(2-4 week turnaround
time)
$3,750.00 tube
(1 week turnaround
time)
$2,800.00/tube
(2-4 week turnaround
time)
$3, 750.00/tube
(1 week turnaround
time)

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Services Rate
Pulsed Eddy Current (PEC) Services. The PEC Services $5,800.00/day include a two-person crew on-site for eight hours, covering labor, field reporting, travel-related expenses, and equipment.

All off-site PEC data reduction and daily reporting are included in the daily rate.

PECOT and DT Rates: For each additional hour on-site $500.00/hour beyond the initial eight hours for a two-person crew, the rate includes labor, field reporting, travel-related expenses, equipment, and off-site PEC data reduction and reporting.

PEC Final Report $550.00/ per
report/day
Tube Alert Remaining Useful Life Calculation and Report $5.00/point Minimum 200 points
Finite Element Method (FEM) Analysis Software - Use for a $500.00/hour Level Ill Fitness evaluation
Piping Analysis Software (CAEPIPE) - Use for stress analysis $200.00/day of high energy piping to determine high-risk locations and prioritize NOE locations or design changes.

Aware Data Loading Data Management Software - Use for $165.00/day data management platform for maintenance data
Monthly Laboratory Sample Storage - $20. 00/sq. ft./monthly City shall collect or discard the sample within 30 days.

Contractor may charge a storage fee if the sample is not collected or discarded within 30 days after the issuance of the final analysis report
Equipment Rate
Positive Material Identification (PMI) Gun $750.00/dav
ScanninQ Electron Microscope $125.00/hour
Ultrasonic Testina (UT) Phased Array $750.00/dav
Tube Alert $150. 00/day
Equipment Rental - Equipment not listed in Table B2 shall be at the price authorized in the Work Authorization . Equipment shall be at Contractor's actual cost plus a 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section 2.4 of Exhibit B.

SECTION 2. STANDBY TIME AND DELAY OF SERVICES

2.1 Standby Time

2.1.1 Standby time occurs when Contractor 's personnel are on-site but unable to proceed with the services due to delays caused by the City.

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2.1.2 During standby time, Contractor must remain ready and available to resume services unless the City cancels the service. Contractor may invoice for a minimum of four (4) hours and a maximum of eight (8) hours per day at the applicable ST rate. If standby time exceeds eight (8) hours and the City requests, in writing, that Contractor remain on-site beyond this time, overtime or double time rates may apply as appropriate.

2.2 Delay of Services

2.2.1 If the City delays a scheduled service, City must notify Contractor in writing at least seven (7) calendar days in advance to avoid being charged a delay fee. The delay fee will include costs associated with changes to travel plans and the time spent, with a maximum of eight (8) hours at the applicable ST rate(s) for the scheduled labor classifications, as approved in writing by the City.

2.2.2 If Contractor is already in transit or on-site when the delay occurs, City will pay according to the Standby Time process described in Section 2.1 of this Exhibit.

2.2.3 If Contractor causes the delay, City will not be responsible for any delay fees.

2.3 Travel and Rental Costs

2.3.1 Contractor may bill the City for travel expenses related to Standby Time or Delay of Services, provided those expenses are approved in advance pursuant to Section 2.4 of Exhibit B or by an authorized Work Authorization pursuant to Section 8 of Exhibit A.

2.3.2 For any rental equipment, Contractor may invoice according to the rates listed in Table B2 (Service and Equipment Rates).

2.4 Cost Adjustments

2.4.1 For any cost adjustments related to or Delay of Services, Contractor must adhere to the procedures outlined in Section 8.2.4 of Exhibit A.

SECTION 3. DEFINITIONS
The following definitions apply to the rates listed in Table B1:

3.1 "Straight Time" means the first eight (8) hours worked per day Monday through Friday, excluding U.S. Federal Holidays.

3.2 "Overtime" means the:

3.2.1 hours worked in excess of eight (8) hours, from Monday through Friday; or Agreement with lntertek USA Inc.

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3.2.2 first eight (8) hours worked on Saturdays.

3.3 "Double Time" means the:

3.3.1 hours worked in excess of twelve (12) hours, from Monday through Friday; or

3.3.2 hours worked in excess of eight (8) hours on Saturdays; or

3.3.3 hours worked during U.S. Federal Holidays; or

3.3.4 hours worked on Sundays.

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EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and 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 Agreement with lntertek USA Inc.

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broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS' COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

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

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 1 O 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities Agreement with lntertek USA Inc.

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3. may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

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

In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits.

Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with lntertek USA Inc.

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complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara, Silicon Valley Power
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 Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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EXHIBIT D

LABOR COMPLIANCE EXHIBIT
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.

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.

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.

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.

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, 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. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. 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 Agreement with lntertek USA Inc.

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documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS- 140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, 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.

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, 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 Exhibit 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 Agreement with lntertek USA Inc.

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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 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 Exhibit.

4. 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.

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EXHIBIT E

SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and lntertek USA Inc. ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
n Other
Contractor Name/Address:

Expiration Date of Agreement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email :

Period of Performance for this Start Date: Expected Completion Date:

Work Authorization:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remaininq Available Funds
Sufficient funds are available in Fund #:
(to be completed bv Citv)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representa tive Signature Date
Citv Proiect Manaqer Name (Print)
Authorized City Representative Print)
City Representative Signature
City Represen tative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operatinq Officer, Chief Electric Utilitv Officer
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PART B: SERVICES TO BE PERFORMED

1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.

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3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:

D Monthly D Completion of Deliverable/Milestone D Completion of Services d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ___ ____ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _ _ ____ _______ __ dollars ($ _ _ __ _, per day in liquidated damages to a cap of _ ___ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization .

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Such liquidated damages shall be the City's sole and exclusive remedy for Contractor 's failure to meet the agreed delivery schedule.

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required .

D Acceptance Certificate required.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-15110 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Amendments to the Agreement with KONE, Inc. for Citywide Elevator Maintenance and Repair Services to Increase the Total Not-to- Exceed Maximum Compensation to $1,148,452, Inclusive of All Option Years

BACKGROUND
The Department of Public Works (DPW) Facility Services Division oversees elevator maintenance and repair services at multiple City locations, including the Tasman Garage, Santa Clara Senior Center, Santa Clara Police Department, Santa Clara Convention Center Garage, and City Hall. These elevators are critical to continuing operations at these locations. The City uses a contractor to perform preventative maintenance, required testing, and as-needed repairs to ensure safe and reliable operation.

In February 2021, the City Council authorized the City Manager to execute an agreement with KONE, Inc. (KONE) for citywide elevator maintenance and repair services following a competitive Request for Proposals process (RTC 21-1069, Attachment 1). The agreement includes an initial five-year term beginning March 1, 2021 and ending February 28, 2026, with up to five additional one-year options to extend the agreement through February 28, 2031 (Attachment 2). The maximum compensation authorized for the initial five-year term was $413,161, plus an $82,000 contingency, for a total of $495,161.

Subsequent amendments to the agreement added additional City facilities to the scope of services.

Amendment No. 1 added Central Park Library (Attachment 3), and Amendment No. 2 added Mission Library (Attachment 4). Both amendments were executed within the City Council authorized maximum compensation.

DISCUSSION
Since contract execution in 2021, KONE has provided preventative maintenance, required annual testing, and as-needed repair services in accordance with the agreement. Maintaining continuity of these services is essential to minimize elevator downtime, address repair needs promptly, and ensure continued safe operations at City facilities.

To continue these services beyond February 28, 2026, staff requests authorization to increase the agreement’s not-to-exceed amount from$495,161 (initial five-year term) to $1,148,452 (an increase of $653,291) to cover the five one-year option periods and associated contingency.

Table 1 below provides a summary of the costs under the agreement.

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Table 1 - Cost Summary
Description Amount
Initial Five-Year Term (3/1/21 - 2/28/26) $495,161
Option Year 1 (3/1/26 - 2/28/27) $107,000
Option Year 2 (3/1/27 - 2/29/28) $110,210
Option Year 3 (3/1/28 - 2/28/29) $113,517
Option Year 4 (3/1/29 - 2/28/30) $116,922
Option Year 5 (3/1/30 - 2/28/31) $120,430
Total Option Period (5 Years) $568,079
Contingency (15%) $85,212
Total Not-to-Exceed Maximum Compensation $1,148,452
Option Years 2 through 5 assume an annual price increase of 3%. KONE may request adjustments to the rates; however, KONE must demonstrate to the satisfaction of the City that any increase is warranted. All price adjustments are subject to the City’s written approval.

A contingency is included to account for unanticipated service requirements and potential rate increases exceeding the assumed amount. Staff will manage expenditures throughout the term of the agreement based on operational needs, provided the overall maximum compensation is not exceeded.

Upon approval, staff will amend the contract to include the additional compensation for the option years and will provide notice of the City’s intent to exercise the option to KONE, as applicable.

KONE, Inc. will be required to pay prevailing wages under the terms of 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 total not-to-exceed maximum compensation amount the City Council approved on February 23, 2021, was $495,161. The proposed Amendment No. 3 increases the total not-to-exceed maximum compensation amount to $1,148,452. Funding for this amendment is covered by the maintenance budgets for various buildings. Sufficient budget is available to fund anticipated Citywide Elevator Maintenance Services in FY 2025/26 and 2026/27. Costs beyond FY 2026/27 are subject to the appropriation of funds by the City Council.

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

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26-15110 Agenda Date: 3/24/2026

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 amendments to the agreement with KONE, Inc. for citywide elevator maintenance and repair services, to increase the maximum compensation up to $1,148,452, subject to the appropriation of funds and final review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreement with KONE, Inc., including exercising up to five one-year options in accordance with the agreement through February 28, 2031, and to negotiate and execute future amendment(s) to (a) add or delete City facilities and/or related services, (b) adjust rates consistent with market conditions, and (c) make de minimis changes, subject to the above maximum compensation limit and final review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. RTC 21-1069

2. Original Agreement with KONE, Inc.

3. Amendment No. 1

4. Amendment No. 2
City of Santa Clara Printed on 3/20/2026Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-1069 Agenda Date: 2/23/2021

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with KONE, Inc. for Citywide Elevator Maintenance and Repair Services

COUNCIL PILLAR
Deliver and enhance high quality efficient services and infrastructure.

BACKGROUND
The Department of Public Works’ Facilities Division oversees maintenance and repair services for elevators at various City locations such as the Tasman Garage, Santa Clara Senior Center, Santa Clara Police Department, Santa Clara Convention Center Garage, and City Hall. The elevators are critical to continuing operations in these City buildings and require periodic inspection and maintenance throughout the year. The City uses a contractor for preventative maintenance services, annual testing services, and as-needed repair services to ensure they continue to function properly.

DISCUSSION
In 2020, staff issued an RFP for Citywide Elevator Repair and Maintenance Services on the City’s e- procurement system, BidSync. The City received two proposals in response to the RFP from KONE, Inc. and ThyssenKrupp Elevator. Proposals were evaluated by a four-member evaluation team with representation from the Library, Parks & Recreation, Police, and Public Works departments. Each proposal was evaluated based on experience, technical expertise and cost. A Best and Final Offer (BAFO) was issued to both companies to clarify and memorialize any remaining issues, and to obtain final pricing.

Staff recommends awarding an agreement to KONE, Inc. as the best value proposal demonstrating extensive experience, technical expertise and superior service level offerings. The initial term of the proposed agreement is five years and the City may exercise options to extend the agreement after the initial term at its sole discretion. A pricing summary for the initial term of the agreement is provided as Attachment 1. Kone will be required to pay prevailing wages under this Agreement.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
Maximum compensation of the agreement is $495,161, which includes preventative maintenance, as -needed repairs, and contingency. These costs are covered by the maintenance budgets for various buildings.

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21-1069 Agenda Date: 2/23/2021

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

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with KONE, Inc. for citywide elevator maintenance and repair services, for a total amount not-to-exceed $413,161, subject to the appropriation of funds;

2. Authorize the City Manager to issue change orders and amendments not-to-exceed $82,000 for minor changes to the scope of services or to cover unanticipated repair services, price adjustments, and potentially adding additional elevator locations, subject to the appropriation of funds; and

3. Authorize the City Manager to execute one-year options to extend the term of the agreement, not to exceed five years, at the City’s sole discretion, after the initial term and subject to the appropriation of funds.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Pricing Summary

2. Agreement with KONE, Inc.

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EBIX Insurance No. S200003507

AGREE MENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and KONE, 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. City desires to secure the services more fully described in this Agreement, at Exhibit A 1, entitled "Scope of Services
0 ;
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

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 1 - Scope of Services
A2 - Schedule of Performance
'
A3 - Major Parts Covered Under Advance Maintenance Plan ~xhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Agreement with KONE, Inc.

Rev. 07-01-18

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Exhibit E - Notice of Exercise of Option to Extend Agreement 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 term of this Agreement shall begin on March 1, 2021 and terminate on February 28, 2026.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of the Agreement for up to five (5) additional one-year terms through February 28, 2031 ("Option Periods"), subject to the appropriation of funds. See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A 1 and A2 within the time stated in Exhibit A 1 and A2. 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.

Agreement with KONE, Inc.

Rev. 07-01-18
Page2

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 for scheduled services shall not exceed One Hundred Sixty-Three Thousand One Hundred Sixty-One Dollars ($163,161), and the maximum compensation for unscheduled as-needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum compensation of Four Hundred Thirteen Thousand One Hundred Sixty-One Dollars ($413,161) during the lhitial Term, 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 Thirty (30) days' prior written notice to Contractor .

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out o.f servi.ces. 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 .

Agreement with KONE, Inc.

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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 Agreement with KONE, Inc.

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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 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 to the extent caused by the negligence of Contractor. 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.

8. 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.

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 Agreement with KONE, Inc. Page 5
Rev. 07-01-18
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 : Ken Winland
1500 Warburton Avenue
Santa Clara, CA 95050
and by e~mail at [email protected]
And to Contractor addressed as follows:

KONE Inc.

Attention: General Manager
15021 Wicks Blvd
San Leandro , CA 94577
and by e-mail [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).

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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.

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

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

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

26. FORCE MAJEURE
Contractor shall not be liable for any loss, damage, claim, or delay due to any cause beyond Contractor's control, including, but not limited to, acts of domestic or foreign government (including a change in law), strikes, lockouts, work interruption or other labor disturbance, delays caused by others, fire, Agreement with KONE, Inc.

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explosion, theft, floods, inclement weather, riot, civil commotion, war, malicious mischief, infectious diseases, epidemic, pandemic, quarantine , border or port of entry and exit restrictions or acts of God. In the event of such delays, Contractor shall be entitled to an extension in time equal to the length of such delay affecting Contractor.

27. ASBESTOS
Notwithstanding anything contained to the contrary within this Agreement, Contractor's work shall not include any abatement or disturbance of asbestos containing material (ACM), presumed asbestos containing materials (PACM) or other hazardous materials (i.e. lead, PCBs) (collectively "HazMat").

Contractor shall have the right to discontinue its work in any location where suspected HazMat is encountered or disturbed. Any HazMat removal or abatement, or delays caused by such, required in order for Contractor to perform its work shall be the City's sole responsibility and expense.

Agreement with KONE, Inc.

Rev. 07M01-18

Page 8 ends

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 lo Form:
e--c.,u__

BRIAN DOYLE
City Attorney
Olg)lally signed by Calo
Arellano
Date: 2021.03.03
11; t 0;03 -08'00'
"CITY"
KONE, INC.

DEANNA J. A TANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
a California corporation
Dated: 2-3-2021
--------------- - --
By (Signature): ~Qi«,_ -----~------- - ----Name: Jeff Blum Title: Senior Vice President
Principal Place of One KONE Ct
Business Address: Moline, I~ 61265 --~---------------
Email Address: [email protected]
Telephone: (877) 276-8691
Agreement with KONE, Inc.

Rev. 07-01-18
Fax: N/A
KONE Opp 9972672
"CONTRACTOR"

Page 9 ends

ExhibitA1
Scope of Services
The following Scope of Services defines the services and responsibilities of Contractor and City to perform Citywide Elevator Repair and Maintenance Services.

The Scope of Services, including Exhibits A1 to A2, Contractor's proposal response, and Contractor's Best and Final Offer (BAFO) response provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.
1 GENERAL REQUIREMENTS

1.1 Contractor shall provide all labor, materials, and equipment required to perform citywide elevator maintenance and repair services.

1.2 The Contractor shall be responsible for performing the maintenance and repair services required to keep all equipment in the condition prescribed by the original equipment manufacturer (OEM) recommended guidelines, including but not limited to all items, finishes, components, systems, subsystems, erected hoist way construction, and machinery enclosures.

1.3 Contractor shall provide trained and experienced mechanics who are knowledgeable and capable of diagnosing and repairing problems with the various elevators utilized by the City.

1.4 The Contractor shall maintain all equipment in accordance with latest codes and requirements of the following regulatory agencies, associations and policies.

1.4.1 ADA: Americans with Disabilities Act;

1.4.2 ASME: American Society of Mechanical Engineers - A 17 .1; Safety Code for Elevators;

1.4.3 CBC: Title 24; California Building Codes;

1.4.4 CCR: Titles 8; California Code of Regulations;

1.4.5 NEC: National Electric Code. NFPA-72;

1.4.6 IBC: International Building Code and

1.4. 7 All applicable and governing codes, ordinances, and laws.

1.5 Should the Contractor find where the City is not in compliance with the codes, regulatory agencies, associations, and polices specified in Section 1.4 it is the responsibility of the Contractor to notify the City of the necessary repairs/upgrades required. In addition, Contractor shall provide a quote to the City for those repairs/upgrades.

Agreement with KONE, lnc./Exhibit A 1-Scope of Services Rev. 07-01-18

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1 .. 6 Contractor shall be responsible for maintaining updated maintenance manuals, maintenance of testing equipment and tools, and cleaning of equipment and its area at no additional charge.

1.7 The City at its discretio n reserves the right to add or remove elevators from this statement of requirements.

1.8 City shall notify Contractor if a site is not in use and Contractor will agree to temporarily reduce the monthly billing and scope of services for that site.

Upon notification Contractor will provide documentation of the change request and City will confirm via email when to begin the reduction of rate and services. It is the City's responsibi lity to notify Contractor when the site becomes operational again.
2 BASE PREVENTATIVE MAINTENANCE SERVICES

2.1 G eneral Description of Base Services
The Contracto r shall provlde all supervision, labor, materials , tools, parts, supplies, lubricants and equipment necessary to perform all of the base services described below in the elevators listed in Exhibit A2; Schedule of Performance. Base Services incl ude, but are not limited to:

2.1.1 Preventative maintenance services on all City elevators;

2.1.2 State elevator tests and inspections , including annual State testing and five-year load testing; and

2.1.3 Documentation of equipment activity and services performed on all Citywide elevators identlfied herein.

2.2 P reventative Maintenance Services

2.2.1 Contractor shall examine , maintain , adjust and lubricate the elevator components listed below.

2.2.1.1 Relay Logic Control System: All control system components.

2.2.1.2 Microprocessor Control System: All control system components. Additionally, Contractor shall conduct system performance examination to ensure that dispatching and
motion control systems are operating properly .

2.2.1.3 Power Unit Pump, motor , valves and all related part and accessories.

2.2.1.4 Hydraulic System Accessories : Exposed piping; fittings accessories between the pumping unit and jack; jack packing ; hydraulic fluid; and any heating or cooling elements installed by the OEM for controlling fluid temperatu re.

2.2.1.5 Car Equipment: All elevator system components on the car.

2.2.1.6 Wiring: All elevator control wiring and all power wiring from the elevator input terminals to the motor.

2.2.1.7 Hoistway and Pit Equipment: All elevator control equipment Agreement with KONE, Inc.I.Exhibit A 1-Scope of Services Page 2 Rev. 07-01-1·8
and buffers.

2.2.1.8 Rails and Guides : Guide rails, guide shoe gibs, and rollers.

2.2.1.9 Door Equipment: Automatic door operators; ho1stway and car door hangers; hoistway and car door contacts; door protective Agreement with KONE, lnc./Exhiblt A1-Scope of Services
Rev. 0?-0-1-18
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devices; hoistway door interlocks ; door gibs; and auxiliary door closing devices.

2.2.1.10 Manual Freight Door Equipment: Switches; retirfng cams; interlocks ; guide shoes; sheaves; rollers; chains; sprockets; tensioning devices; and counter-balancing equipment.

2.2.1.11 Power Freight Door Equipment Controller; relays; contactors ; rectifiers; timers; resistors; solid state components; door motors; retiring cams; interlocks; switches; guide shoes; sheaves; rollers; chains; sprockets; and tensioning devices.

2.2.1.12 Signals and Accessories: Car operating panels, hall push button stations; hall lanterns; emergency lighting; car and hall position indicators; car operating panels; fireman's service equipment and all other signals.

2.2.2 Contractor shall perform annual clean down of the units, drip pans, pits, hoist ways, pallets , hydraulic pumps and components , and all interior parts as required.

2.2.3 Contractor shall perform a five-year, full- load, full speed test of buffers, governors and safeties on each unit.

2.2.4 Contractor shall perform a five-year pressure test on each of the City's hydraulic elevators.

2.2.5 Contractor shall perform annual smoke and recall tests on each unit by coordinating with the City's Facilities Services team in advance so the City's fire alarm contractor can be scheduled.

2.3 State Tests and Inspections

2.3.1 On at least an annual basis, Contractor shall respond to the State Preliminary Inspections and conduct inspections and testing of each City elevator in order to verify the proper operation of all safety features , including Fire Department recall service and other special controls .

2.3.2 The inspections and testing shall include, but not be limited to:

2.3.2.1 Examinin.g all safety devices and governors;

2.3.2.2 Electrically testing the car balance; and

2.3.2.3 Testing elevator speed.

2.3.3 Contractor shall perform all tests per industry standards and best practices , The Contractor shall document results of all tests and provide documented resu'lts to the City and State inspectors.

2.3.4 State inspection fees shall be paid by the City. If a re-inspection is required due to a failure to eliminate deficiencies covered under the maintenance services, the re-inspection fee will be paid by the Agreement with KONE, lnc./Exhibit A 1-Scope of Services Rev. 07-01-18
Page4
Contractor. Deficiencies that were not promptly corrected shall be corrected at the Contractor's expense.

2.4 Frequency of Services

2.4.1 Contractor shall provide the required maintenance and repair services for all elevators listed in Exhibit A2 in accordance with the designated frequencies.

2.4.2 Contractor shall perform the required maintenance and repair services during regular business hours (8:00 AM - 5:00 PM, Monday through Friday) at each location listed in Exhibit A2.

2.4.3 If the City requires services outside of regular business hours, Contractor shall provide to the City a quote for the required services (listing labor costs and parts/equipment costs separately). Contractor shall not begin work until the City has given it written approval.

2.4.4 All work associated with the base services described in this Section 2 shall be performed during scheduled times, not at callback times.

2.5 Base Bid with 24/7 Connected Services

2.5.1 In addition to the services specified in Sections 2 and 3, as requested by the City Contractor shall provide 24/7 connected services.

2.5.2 A device is placed on the car top of the evaluator and a deceive in the machine room.

2.5.3 The device measures several data points such as ride quality, vibrations, up and down speed, irregular movements, door openings/closings, level by level run counting, and oil levels on hydraulic elevators.

2.5.4 The data points are categorized into service needs that is routed to the technician that will address the services needs on the nextvisit.

2.5.5 If there is an urgent issue Contract will contact the City to determine if an immediate maintenance visit is required.

2.6 Advanced Maintenance Plan

2.6.1 In addition to the services specified in Sections 2 and 3, as requested by the City Contractor shall provide an advanced maintenance plan.

2.6.2 Advanced maintenance plans may include, but not be limited to, remote monitoring; predictive maintenance analytic tools; special performance reporting tools; special plans for maintenance, repairs, and/or parts; online portals; etc. See Section 4.4.3 herein and Exhibit A-3.
3 ELEVATOR REPAIR SERVICES

3.1 General

3.1.1 Contractor shall provide all labor, materials and equipment needed to perform elevator repair services as required by the City.

Agreement with KONE, lnc./Exhibit A 1-Scope of Services Page 5 Rev. 07-01-18

3.1.2 Contractor shall provide a quote for repairs upon request from the City. The quote shall detail the specific repair requirements, designated job site, and estimated price for the services.

3.1.3 At no time shall Contractor begin work before the City has approved the submitted quote.

3.1.4 City shall not be required to pay a deposit or any other form of pre payment prior to the Contractor beginning work.

3.1.5 Repairs shall be completed in a timely, efficient manner so as to ensure the equipment is operational as soon as possible.

3.1.6 Manufacturer's warranty shall apply to all parts.

3.1. 7 Labor shall be warranted for ninety (90) days from the date ofrepair.

3.2 Calls for Service

3.2.1 Contractor shall provide and maintain a twenty-four (24) hour, seven (7) day per week telephone answering system/call center, capable of contacting and dispatching service personnel. A telephone answering machine will not be acceptable.

3.3 Emergency Repair Services

3.3.1 Contractor shall perform emergency repairs as required.

3.3.2 Calls for emergency services shall include, but not be limited to, situations where there is actual or imminent physical or psychological danger to the user(s) of the elevator; entrapment of elevator passengers; passengers stranded due to an elevator malfunction or breakdown; and malfunction or breakdown of the public-facing elevator at the Santa Clara Police Station.

3.3.3 The Contractor shall respond to all emergency calls for service within thirty (30) minutes.

3.3.4 Contractor shall arrive on-site at the respective City facility within one and a half (1.5) hours after receiving an emergency call forservices.

3.4 Replacement Parts

3.4.1 The Contractor shall maintain enough replacement parts to service the City's elevators in a safe and efficient operating condition.

3.4.2 The Contractor shall utilize OEM replacement parts and lubricants obtained from and/or recommended by the manufacturer.

3.4.3 Contractor shall make every reasonable effort to maintain the existing components. However, it is understood that components may become obsolete during the term of the Agreement.

Components that may become obsolete are without limitation any part, component, assembly, product, or firmware or software module.

A component is "obsolete" when it can no longer be economically Agreement with KONE, lnc./Exhibit A1-Scope of Services
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produced due to the cessation of consistent sources for materials, a loss or termination of a manufacturing process occurs, product reliability analysis shows that it is not economically feasible to continue to produce the component, escalation of component costs beyond acceptable industry expectations drive alternative equipment upgrades, the support of product safety programs or conformance to codes or standards mandates that use of a component be
discontinued in its entirety, the OEM designates the component as obsolete, or such component has been installed 20 or more years.

Contractor will provide the City with a separate quotation for the price to replace obsolete components. After the replacement component is installed, that component will thereby be covered under the Agreement unless and until it becomes obsolete.

3.5 Equipment Performance Requirements

3.5.1 It is the City's preference that all equipment operate within tolerances as established by the OEM or industry standard best practices, whichever is more stringent.
4 SERVICE LEVEL REQUIREMENTS

4.1 Preventative Maintenance
The Contractor shall perform all required preventative maintenance work at the required frequencies for 100% of the equipment listed in Attachment A2.

4.2 State Reinspection
In the event that Contractor's failure to complete repairs prior to State of California inspection results in any charges incurred by the City for preliminary order reinspection, then the Contractor shall be obligated to pay such charges and the City shall have the right to deduct such charges from amounts otherwise owing to the Contractor.

4.3 Callback Service

4.3.1 Contractor shall respond to all non-emergency calls for service on the same day they are received if possible, but no later than the next calendar day.

4.3.2 The Contractor shall respond to all emergency calls for service within thirty (30) minutes of service request by the City via a callback.

4.3.3 Contractor shall arrive on-site at the respective City facility within one and a half (1.5) hours after receiving an emergency call forservices.

4.4 Service Level Plan

4.4.1 Base Service Level: Includes all service requirements specified herein in Exhibit A 1, Scope of Services.

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4.4.2 Base Service Level with 24/7 Connected Services: Includes all service requirements specified herein in Exhibit A 1, Scope of Services. In addition, this level includes KONE's 24/7 Connected Services devices which allows Contractor to see the performance of the equipment offsite. This will prepare technicians for service needs prior to being onsite.

4.4.3 Advanced Maintenance Plan Service Level: Includes all service requirements specified herein in Exhibit A 1, Scope of Services. In addition, this level includes KONE's 24/7 Connected Services devices and major parts coverage where Contractor will repair and replace equipment damaged by wear and tear. The major parts covered are specified in Exhibit A3, Major Parts List Covered. 5 QUALITY CONTROL AND ASSURANCE

5.1 Quality Control

5.1.1 The Contractor shall implement an effective quality control program.

This program shall ensure the Contractor fulfills all the requirements of this Statement of Requirements.

5.2 At various times, either scheduled or unscheduled, authorized City staff may accompany the Contractor while an inspection is performed.

5.3 Quality Assurance

5.3.1 The Contractor shall be responsible for the inspection and monitoring of all of its work to ensure compliance with the requirements described in this Exhibit A 1.

5.3.2 The City has the right to inspect maintenance and repair services performed, Contractor's workmanship, and materials
furnished/utilized in the performance of such services to a practicable extent. The City shall perform inspections as it deems necessary; inspections and/or walk-throughs shall be conducted in a manner that will not unduly interrupt/delay the Contractor's work.

5.3.3 The City's quality assurance (inspections/evaluations etc.) is NOT a substitute for adequate and consistent quality control (labor supervision/control/resource management etc.) by the Contractor.

5.3.4 If any of the performed services do not conform to the City's requirements, the City may require the Contractor to perform the services again in conformity with the Contract requirements, at no additional cost.
6 SANTA CLARA POLICE DEPARTMENT ACCESS

6.1 All Contractor's employees who may perform services at the Santa Clara Police Department (SCPD) shall be required to submit to and pass a background check prior to being allowed on site.

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6.2 All approved Contractor's employees shall be provided with a temporary badge to be worn while they perform the required maintenance and repair services at SCPD. Contractor's employees shall return the temporary badges to the Police Department upon the completion of services.

6.3 The City prefers that the Contractor assign one employee to serve as the primary mechanic/technician for the SCP □, and one employee to serve as a backup mechanic/technician in case the primary
mechanic/technician is unavailable.
7 CONTRACT START-UP REQUIREMENTS
7 .1 Pre-inspection of Equipment

7.1.1 Within thirty (30) days from the contract execution, the Contractor shall perform an inspection of each elevator list in Exhibit A 1 to establish a condition baseline. The inspection shall include an observation and assessment of any deficiencies in equipment condition, operation and/or performance, and shall provide a written baseline report of discrepancies and serve as a "starting point" for Contractor to provide ongoing maintenance.

7.1.2 Contractor shall submit the results of the inspection to the City in the form of a written report, which shall serve as a starting point for Contractor to provide ongoing maintenance. The report shall identify all deficiencies that the Contractor found during its inspection, together with a detailed breakdown of the estimated cost to repair each deficiency and the recommended prioritization to correct each. 7 .1.3 The City will request a quote from the Contractor when it is ready to proceed with the recommended repair(s).
8 CONTRACT PHASE OUT

8.1 Upon expiration/termination of the Contract or discontinuance of employment of any of the Contractor's personnel working in the City's facilities, all City's keys, security badging and all other City identification shall be surrendered to the authorized City staff.

Agreement with KONE, lnc./Exhibit A1-Scope of Services
Rev. 07-01-18
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Service Level Location
Basic Plan City Hall
Basic Plan Fire Station 2
Base with 24/7 Police Department
Connected Service
Base with 24/7 Police Department
Connected Service
Base with 24/7 Santa Clara
Connected Service Recreation Center
Basic Plan Berman Building
Base with 24/7 Gun Range
Connected Service
Base with 24/7 Santa Clara Senior
Connected Service Center
Base with 24n Santa Clara Senior
Connected Service Center
ExhibitA2
Schedule of Performance
Location Service
Address Hours
1500 Warburton 8am-5pm ,
Avenue M-F
1900 Walsh 8am-5pm ,
Avenue M-F
601 El Camino 24/7
Real
602 El Camino 24/7
Real
969 Kiely Blvd. As Needed
1405 Civic 8am-5pm ,
Center Drive M-F
1990 Walsh 8am-5pm,
Avenue M-F
1303 Fremont 8am-5pm ,
Street M-F
1303 Fremont 8am-5pm,
Street M-F
Agreerne nt with KONE, lnc./Exhibit A2-Schedule of Performance Rev. 07-01-18
Equipment Equipment# Frequency
of Service
Passenger-Hydro 50162 Quarterly
Passenger-Hydro 127099 Quarterly
Passenger-Hydro 118614 Quarterly
Passenger-Hydro 118615 Quarterly
Stage Lift 126652 Annually
Passenger-Hydro 40408 Quarterly
Dumbwaiter 102595 Annually
Passenger-Hydro 138485 Quarterly
Passenger-Hydro 67312 Quarterly

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Service Level Location Location
Address
Base with 24/7 Santa Clara Senior 1303 Fremont
Connected Service Center Street
Basic Plan Donald Von 850 Duane
Raesfeld Power Avenue
Plant
Base with 24/7
Connected Service Tasman Garage 2525 Tasman
Ave
Base with 24/7
Connected Service Tasman Garage 2525 Tasman
Ave
Base with 24/7
Connected Service Tasman Garage 2525 Tasman
Ave
Base with 24/7
Connected Service Tasman Garage 2525 Tasman
Ave
Base with 24/7
Connected Service Tasman Garage 2525 Tasman
Ave
Basic Plan Santa Clara 5001 Great
Convention Center America
Parkway
Basic Plan Santa Clara 5001 Great
Convention Center America
Parkway
Agreement with KONE, lnc./Exhiblt A2-Schedule of Performance Rev. 07-01-18
Service Equipment Equipment# Frequency
Hours of Service
As Needed Stage Lift 62646-1 Annually
8am-5pm, Passenger-Hydro 135821 Quarterly
M-F
24 Hours/7 Gearless Traction 159760 Quarterly
Days Wk. MRL - Passenger
24 Hours/7 Gearless Traction 159756 Quarterly
Days Wk. MRL - Passenger
24 Hours/7 Gearless Traction 159757 Quarterly
Days Wk. MRL - Passenger
24 Hours/? Gearless Traction 159758 Quarterly
Days Wk. MRL - Passenger
24 Hours/? Gearless Traction 159759 Quarterly
Days Wk. MRL - Passenqer -
24 Hours/? Passenger-Hydro 83179 Quarterly
Days Wk.
24 Hours/? Passenger-Hydro 83180 Quarterly
Days Wk.

Page 2 ends

Exhibit A3
Major Parts Covered Under Advanced Maintenance Plan
The following major parts are covered for repairs and replacements under the Advanced Maintenance Plan.

1. HYDRAULIC ELEVATORS

1.1. RELAY LOGIC CONTROL SYSTEM: All control system components.

1.2. MICROPROCESSOR CONTROL SYSTEM: All control system components.

System performance examinations will be conducted to ensure that dispatching and motion control systems are operating properly,

1.3. POWER UNIT: Unsubmerged Pump, motor, valves, and all related parts and accessories .

1.4. HYDRAULIC SYSTEM ACCESSOR IES: Exposed piping, fittings accessories between the pumping un1t and the jack, jack packing.

1.5. CAR EQUIPMENT: All elevator control system components on the car.

1.6. WIRING: All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor.

1.7. HOISTWAY AND PIT EQUIPMENT: All elevator control equipment and buffers.

1.8. RAlLS AND GUIDES: Guide rails, guide show gibs, and rollers.

1.9. DOOR EQUIPMENT: Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway door interlocks , door gibs, and auxiliary door closing devices.

1.10. MANUAL FREIGHT DOOR EQUIPMENT: Switches. retiring cams, interlocks, guide shoes, sheaves, rollers, chains , sprockets, tensioning devices, and counter-balancing equipment.

1.11. POWER FREIGHT DOOR EQUIPMENT : Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches , guide shoes, sheaves. rollers, chains, sprockets , and tensioning devices .

Agreement with KONE, lnc./Exhibit A3 - Major-Parts Covered Advanced Maintenance Plan Rev, 07-01-18

Page 3 ends

1.12. SIGNALS AND ACCESSORIES: Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators, car operating panels, fireman's service equipment and all other signals, and accessory facilities furnished and installed as an integral part of the elevator equipment. Re lamping of signal fixtures is included only during KON E's maintenance visits .

Service requests for re-lamping of signal fixtures will be billed separately at KONE's then current labor rates.

2. TRACTION ELEVATORS

2.1. RELAY LOGIC CONTROL SYSTEM: All control system components.

2.2. MICROPROCESSOR CONTROL SYSTEM : All control system components.

System performance examinations will be conducted to ensure that dispatching and motion control systems are operating properly.

2.3. GEARED/GEARLESS MACHINES: All geared and gearless machine components.

2.4. WIRING: All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor.

2.5. CAR EQUIPMENT : All elevator control system components on the car.

2.6. HOISTWAY AND PIT EQUIPMENT: All elevator control equipment , car and counterweight buffers, overspeed governors , governor tension sheave assemblies, and car and counterweig ht safeties .

2.7. RAILS AND GUIDES: Guide rails, guide show gibs, and rollers.

2.8. DOOR EQUIPMENT: Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway door interlocks, door gibs, and auxiliary door closing devices.

2.9. MANUAL FREIGHT DOOR EQUIPMENT: Switches, retiring cams, interlocks , guide shoes , sheaves, rollers, chains , sprockets , tensioning devices , and counter-balancing equipment.

2.10. POWER FREIGHT DOOR EQUIPMENT : Controller ; refays, contactors, rectifiers, timers, resistors, solid state components , door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices.

Agreement with KONE, lnc./Exhibit A3 - Major Parts Covered Advanced Maintenance Plan Rev. 07-01-18

Page 4 ends

2.11 . SIGNALS ANO ACCESSORIES : Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators , car operating panels, fireman's service equipment and all other signals, and accessory facilities furnished and installed as an integral part of the elevator equlpment. Re lamping of sighal fixtures is included only during KONE's maintenance visits.

Service requests for re-lamping of signal fixtures will be billed separately at KONE's then current labor rates.

3. REPORTING SERVICES
KONE may provide Purchaser with access to KONE's online reporting tool. Based on the Purchaser's user access, Purchaser can view information about the performance and service of the Equipment. KONE may provide Purchaser with automatic email notifications that provide information on work performed ;

4. SAFETY SWITCH SYSTEM
Missing pallet detector , handrail speed detector , handrail inlet switches, comb plate impact device, skirt switches, pit and motor stop switches, access cover switches, out-of-level pallet detector, emergency stop and inspection switches, alarm on the stop switch cover, broken pallet chain switches, and key start switches.

5. GUIDANCE AND ALIGNEMENT SYSTEMS
All pallets, guidance and alignment components, and demarcation lights. Balustrades , decks, and skirt panels will be examined and adjusted , aligned , and fastened as needed Agreement with KONE, lnc./Exhibit A3 - Major Parts Covered Advanced Maintenance Plan Rev; 07-01'-18

Page 5 ends

1. Compensation
Exhibit B
Schedule of Fees

1.1. The maximum compensation of this Agreement for scheduled services shall not exceed One Hundred Sixty-One Thousand One Hundred Sixty-One Dollars ($163,161), and the maximum compensation for unscheduled as-needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum compensation of Four Hundred Thirteen Thousand One Hundred Sixty-One Dollars ($413,161) during the Initial Term, 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.

1.2. All payments are based upon City's acceptance of Contractor's performance of services specified in Exhibit A-1, Scope of Services. City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

1.3. City shall pay Contractor monthly for scheduled services at the rates set forth in Table 2 herein of this Exhibit B.

1.4. The City reserves the right to add or delete sites and/or equipment for scheduled services from Exhibit A-2, Schedule of Performance adjust the maximum compensation accordingly by a written executed amendment.

2. As-Needed Repair Services

2.1. In the event the City requires as-needed repair services as set forth in Section 3 of Exhibit A-1, Scope of Services Contractor shall provide a written quotation, at no cost to the City, for the type of as-needed repair services requested and the time required to complete requested work. The quote must be approved by the City prior to any work being performed.

2.2. The labor rates and material equipment markup rates for as-needed repair services is set forth in Table 1 below:

Agreement with KONE, lnc./Exhibit B-Schedule of Fees
Rev. 07-01-18

Page 6 ends

Table 1. Labor Rates and Material/Equipment Markup
Labor Description Hourly Labor Rate
As-Needed Repair Services (Normal $435.55 Business Hours) As-Needed Repair Services $729.24 (Overtime/After Hours) Material/Equipment Markup%
Material/ Equipment Markup Over Cost 20%

2.3. The total amount of compensation for as-needed repair services shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) during the Initial Term of the Agreement.

2.4. The City reserves the right to request a fixed price quote in lieu of time and materials. Any fixed price quotes shall be consistent with the agreed-upon as need repair services rate in Section 2.2 above and must be good for at least 90 days .

3. Monthly Invoice

3.1. Contractor shall submit to City a monthly invoice within fifteen (15) working days of the last day of each month, in arrears , for payment of services performed pursuant to this Agreement . The monthly invoices shall include a statement of work performed during the month. City shall review the monthly invoice submitted by Contractor and within ten (10) working days .if receipt of the invoice, City shall notify Contractor of any discrepancies or deficiencies in said invoice.

3.2. The City shall incur no obligation for out of scope work that Is not authorized in advance in writing. These monthly invoices shall provide a breakdown of cost of the work performed and shall have an attachment itemizing the work for each of the following:

3.2.1. Contractor shall Invoice the City for maintenance and repair services , preventative maintenance services, and callback servrces at the end of each calendar month in which the work was performed in accordance with Exhibit A1 , Scope of Services, and shall be paid for actual services performed per the monthly payment schedule as set forth in Table 2 of this Exhibit.

3.2.2. Contractor shall submit copies of tags with monthly invoices. Work tag shall include date, facility, time in, time out, and ID numbers of equipment serviced. Contractor shall not invoice the City of travel to or from work sites.

Agreement with KONE , lnc./Exhibit B-Schedule of Fees
Rev. 07-01-18

Page 7 ends

3.3. Contractor will invoice City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City wnl pay Contractor within thirty (30) days of City's receipt of an approved invoice.

4. Price Adjustments

4.1. Contractor may request adjustments to the compensation rates on each one year anniversary after the initial year of the Agreement, plus any one-year options to renew the Agreement after the Initial Term. Contractor must demonstrate to the satisfaction of the City that a price increase is warranted .

Price adjustments are subject to the City's approval

4.2. Agreed to price adjustments during the Initial Term must be executed through an Amendment.

4.3. Agreed to price adjustments for one-year options must be executed through Exhibit E, Notice of Exercise of Option to Extend Agreement.

5. Liquidated Damages for Performance Standards

5.1. Contractor understands and agrees that one of the City's primary goals is to ensure that the customer service provided is of the highest caliber and consistent with the City's performance standards. Contractor further agrees that City will suffer damage if Contractor fails to meet these standards and that, due to the nature of certain breaches, the actual damage to the City would be impractical or very difficult to fix.

5.2. Performance Standard Breaches

5.2.1. The following specified items shall be referred to as "Performance Standard Breaches" . Contractor agrees to pay to the City the amount specified below as liquidated damages for the applicable breach .

Performance Standard Breaches
Failure to respond to emergency
calls for service on time
Failure to arrive on site on time
Agreement with KONE1 lnc./Exhfbit B-Schedule of Fees
Rev. 07-01 -18
$250 per occurrence , subject to a
discussion between the City and
Contractor as to why the response
time was missed.
$250 per occurrence, subject to a
discussion between the City and
Contractor as to why the response
time was missed.

Page8

5.2.2. If the Contractor is found unduly responsive to service calls, the City reserves the right to request and authorize repairs for defective equipment with a third-party vendor and the Contractor shall credit the City for the repairs cost from the third-party repairs work. In such cases, the City shall provide prior notification to the Contractor of its intention.

Agreement with KONE, lnc./Exhibit B-Schedule of Fees
Rev. 07-01-18

Page 9 ends

Row
1 2
-
3 4
5 6
7 8
9 Table 2
Compensation for Scheduled Services
Location Equipment Description
and Number
City Hall Passenger-Hydro
(50162)
Fire Station 2 Passenger-Hydro
(127099)
Police Department Passenger-Hydro
(118614)
Police Department Passenger-Hydro
(118615)
Santa Clara Stage Lift
Recreation Center (126652)
Berman Building Passenger-Hydro
(40408)
Gun Range Dumbwaiter
(10595)
Santa Clara Senior Passenger-Hydro
Center (138485)
Santa Clara Senior Passenger-Hydro
Center (67312)
Agreement with KONE, lnc./Exhibit B-Schedule of Fees
Rev. 07-01 -1 8
Monthly
Price
$78.20
$130.79
$224.34
$224.34
$34.80
$78.20
$34.80
$195.79
$143.20
Initial Term
Annual Price
Year Year Year
1 of 5 2 of 5 3 of 5
$938.40 $938.40 $938.40
$1 ,569.48 $1 ,569.48 $1 ,569.48
$2,692.08 $2,692.08 $2,692.08
$2,692.08 $2,692.08 $2,692.08
$417.60 $417.60 $417.60
$938.40 $938.40 $938.40
$417.60 $417.60 $417.60
$2,349.48 $2,349.48 $2,349.48
$1 ,718.40 $1,718.40 $1 ,718.40

Page 4 ends

Year Year
4of 5 5 of 5
$938.40 $938.40
$1,569.48 $1,569.48
$2,692.08 $2,692.08
$2,692.08 $2,692.08
$417.60 $417.60
$9,38.40 $938.40
$417.60 $417.60
$2,349.48 $2,349 .48
$1 ,718.40 $1 ,718.40
Row
10 11
12 13
14 15
16 17
18 Location Equipment Description
and Number
Santa Clara Sen ior Stage Lift
Center (62646- 1)
Donald Vo n Passenge r-Hydro Raesfe ld Power
Plant (135821)
Tasman Garage Gearless Tract ion MRL -
Passenge r(159670)
Tasman Garage Gearless Tract ion MRL -
Passenger(159756)
Tas man Garage Gearless Traction MRL -
Passenger (159757 )
Tasman Garage Gea rless Traction MRL -
Passenger(159758)
Tasman Garage Gearless Traction MRL -
Passenger (159759 )
Santa Clara Passenger -Hydro
Conven tion Center (83179)
Santa Clara Passenger- Hydro
Convention Center (83180 )
Agreement with KONE, lnc./Exhibit B...Schedule of Fees
Rev. 07-01-18
Monthly
Price Year
1 of 5
$34.80 $417.60
$130.79 $1,569.48
$250.58 $3,006.96
$250.58 $3,006.96
$250.58 $3,006.96
$250.58 $3,006.96
$250.58 $3,006.96
$78.20 $938.40
$78.20 $938.40
TOTAL $32,632.20
Initial Term
Annual Price
Year Year Year Year
2 of 5 3 of 5 4 of 5 5 of 5
$417.60 $417.60 $417.60 $417.60
$1 ,569.48 $1,569.48 $1,569.48 $1,569.48
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$938.40 $938.40 $938.40 $938.40
$938.40 $938.40 $938.40 $938.40
$32,632.20 $32,632.20 $32,632.20 $'32,632.20
Grand
Total $163,161.00
Page4
Exhibit C
Insurance Requirements
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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 within 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.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with KONE, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

Page 1 ends

wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,0D0) 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 Automobi le Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C, WORKERS ' COMPENSATION

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

2. The indemnification and hold harmless obligations of Contractor included ln this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s) , Disability Benefits Act(s) or other employee benefits act(s). 3, This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council , commissions, officers, employees , volunteers and agents .

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

2. Owners and Contractors Protective Liability (OCPL) policy. City of Santa Clara, its City Council, commissions , officers, employees, volunteers and agents shall be listed as named insureds and policy limits shall be $5,000,000.

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

Agreement with KONE, lnc./Exhlbit C-lnsurance Requirements Rev, 07-01-18

Page 2 ends

3. Cancellation.

4. 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 th'irty (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.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor , provide the same minimum insurance coverage required of Contractor, except as w'ith respect to lirpits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Agreement with KONE, lnc./Exhibit C-l nsurance Requirements Rev. 07-01-18

Page 3 ends

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement , Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection, G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent) , evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Contractor shall submit to City copies of the redacted Schedule of Forms and Endorsements from all required insurance policies. The Schedule of Forms and Endorsements provides a listing of all forms and endorsements fn each respective policy , The form number as well as the title of the form are included.

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:
ctsantaclara@eblx .com
Or mailed to:

EBIX Inc.

City of Santa Clara Public Works
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
H. QUALIFYING INSURERS
All of the insurance companies providfng insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with KONE1 lnc./Exhibit C~lnsurance Requirements Rev. 07-01-18

Page 4 ends

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.

I. 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.

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.

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 Agreement with KONE, lnc./Exhibit D-Labor Compliance Addendum Rev. 07-01-18

Page 1 ends

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.

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

J. 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 Agreement with KONE, lnc./Exhibit D-Labor Compliance Addendum Rev. 07-01-18

Page 2 ends

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.

K. Enforcement

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

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.

Agreement with KONE, lnc./Exhibit D-Labor Compliance Addendum Rev. 07-01-18

Page 3 ends

Exhibit E
Notice of Exercise of Option to Extend Agreement
AGREEMENT TITLE:

CONTRACTOR:

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 :

I OPTION NO. #of#

NEW OPTION TERM
I Begin date:

End date:
□ CHANGES IN RATE OF COMPENSATION
I 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)
I MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor'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:

BRIAN DOYLE
City Attorney
Dated:

DEANNAJ.SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615~221 0
Fax: (408) 241-6771
Agreement with KONE, lnc./Exhibit E-Notice of Exercise of Option Rev. 07-01-18
Page4
□
□

BLUE ROUTE SHEET- CITY MANAGER REVIEW/APPROVAL REQUIRED Originating Department: _F_a_c_i l_it_ie_s_ ~=~':nitted: Return To : Phone Ext.: 2242 --- - ---Dawn (1)
(2)
(3)
(4)
(5)
(6)
Document: Amendment #1 with Kone, Inc
(NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY
Indicate signature authority:

D Electric, Water and Sewer Service Agreements with a value of$150,000 or less and All Other Service Agreements with a value of$100,000 or less per Ordinance 1941 (CC Action - June 16, 2015) □
□
□
Miscellaneous Agreements including those that allow the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action - July 13, 1999)
Certificate of Acceptance for Designated Property Interests per Resolution 5600 (CC Action - May 28, 1991) Routine Police Agreements including the use of City facilities; off-duty officers; special events; hold harmless and indemnification agreements from third parties; and releases of liability per Resolution 6000 (CC Action - April 4, 1995)
Other:

Cost impact: NA - City Manager Approval

FINANCE
Was this service budgeted for this fiscal year?
[l] Yes
Q No. If no, please describe below how the department will fund this unbudgeted service and consult with department's assigned budget analyst to ensure that there is sufficient funding.

Is insurance compliant?
[Z] Yes, per attached EBIX printout.

D No, this agreement requires Risk Management review.

Department head originating agreement::_ ....::~~;=:;;;;;_~. ~~~RE:::::f?~~'.""".'."::::= :__---______________ _ (7) RISK MANAGEMENT
(8)
(9)
Please describe why contract does not require EBIX approval:

Approved : ----- ------- --------- - -[RISK MANAGER)
CITY ATTORNEY'S OFFICE 'I Digitally signed by Caio
Arellano
Approved as to form:

C-- C!J-,,(.__ Date: 2021.04.20
11 :04:40 -07'00'
-----------------------[CITY ATTORNEY/AUTHORITY COUNSEL] Date:

Date: 4/20/21
Assignment Number A21.0189
Reviewing Attorney's Initials: CA
OJXJ:LERK'S OEFICE
Attached : ~ _ _ l _ ___ original(s) ______ copy(ies)
-,---- Transmit the attached original/ copy to contractor _l_ Fully executed original on file in City Clerk's Office e ffiC\\¼~ --{) O{)Jvs{\ Date Processed by Clerk's Office:

Ebix Insurance No. S200003507
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and KONE, 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 KONE, Inc., dated March 4, 2021 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide citywide elevator maintenance and repair services, and the Parties now wish to amend the Agreement to add services for the City's Library facilities.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is hereby 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 Revised Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement for scheduled services shall not exceed Two Hundred Three Thousand Five Hundred Forty-Two Dollars and Twenty Cents ($203,542.20), and the maximum compensation for unscheduled as-needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum compensation of Four Hundred Fifty-Three Thousand Five Hundred Forty-Two Dollars and Twenty Cents ($453,542.20) during the Initial Term, 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 Amendment No. 1 to Agreement/KONE, Inc.

Rev. 10/25/19

Page 1 ends

• shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance .

2. Exhibit A2 of the Agreement as Amended, entitled "Schedule of Performance" is hereby amended to read as shown in Revised Exhibit A2, attached herein.

3. Exhibit 8 of the Agreement as Amended, entitled "Schedule of Fees" is hereby amended to read as shown in Revised Exhibit B, attached herein.

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 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 SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:

DlgOally lllgned t,y Colo
C- CJ.-<.__ :;,.~~~:21 .04 . .011 :05:03
-OHIO'

BRIAN DOYLE
City Attorney
"CITY"
KONE, INC.

EA
City M ~ r
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
a California corporation
Dated: 03/24/2021
By (Signature):5k..d ~
Name: Josh Miller
Title: Service Sales Manager
Principal Place of 15021 Wicks Blvd
Business Address: San Leandro, CA 94577
Email Address: [email protected]
Telephone: (510) 502-9049
Fax: N/A
"CONTRACTOR"
Amendmen t No. 1 to Agreement/KONE , Inc.

Rev. 10/25/2019
Page2
Line Service Level Number
1 Basic Plan
2 Basic Plan
3 Base with 24/7
Connected Service
4 Base with 24/7
Connected Service
5 Base with 24/7
Connected Service
6 Basic Plan
7 Base with 24/7
Connected Service
8 Base with 24/7
Connected Service
9 Base with 24/7
Connected Service
10 Base with 24/7
Connected Service
11 Basic Plan
12 Advanced Plan
13 Advanced Plan
REVISED EXHIBIT A2

SCHEDULE OF PERFORMANCE
Location Location Service Hours Address
1500
City Hall Warburton 8am-5pm, M-F
Avenue
Fire Station 2 1900 Walsh 8am.-5pm M-F Avenue
Police Department 60 I E l Camino 24/7 Real
Police Department 602 El Camino 24/7 Real
Santa Clara 969 Kiely Blvd. As Needed Recreat ion Center Bennan Building 1405 Civic 8am-5pm, M-F Center Drive
Gun Range 1990 Walsh 8am-5pm, M-F Avenue
Santa Clara Senior 1303 Fremont 8am-5pm, M-F Center Street Santa Clara Senior 1303 Fremont 8am-Spm, M-F Center Street Santa Clara Senior 1303 Fremont As Needed Center Street Donald Von 850 Duane Raesfeld Power Avenue 8am-5pm , M-F Plant
T~sman Garage 2525 Tasman 24 Hours/7
Ave Days Wk.

Tasman Garage 2525 Tasman 24 Hours/7
Ave Days Wk.

Amendment No. 1 to Agreement/KONE, Inc. Revised Exhibit A2-Schedule of Performance Rev. 10/25/2019
Equipment Equipment Frequency
# of Service
Passenger-Hydro 50162 Quarterly
Passenger-Hydro 127099 Quarterly
Passenger -Hydro 118614 Quarterly
Passenger-Hydro 118615 Quarterly
Stage Lift 126652 Annually
Passenger-Hydro 40408 Quarterly
Dumbwaiter 102595 Annually
Passenger- Hydro 138485 Quarterly
Passenger-Hydro 67312 Quarterly
Stage Lift 62646-J Annually
Passe nger-Hydro 135821 Quarterly
Gearless Traction 159760 Quarterly MRL - Passenger
Gearless Traction 159756 Quarterly MRL - Passenger

Page 1 ends

Line Service Level Locatioo Location Service Hours Number Address Advanced Plan Tasman Garage 2525 Tasman 24 Hours/7
14 Ave Days Wk.

Advanced Plan Tasman Garage 2525 Tasman 24 Hours/7
15 Ave Davs Wk.

Advanced Plan Tasman Garage 2525 Tasman 24 Hours/7
16 Ave Days Wk.

Santa Clara 5001 Great 24 Hours/7 Basic Plan Convention Center America Days Wk. 17 Parkway Santa Clara 5001 Great 24 Hours/7 Basic Plan Convention Center America Days Wk. 18 Parkway AMENDMENT NO. 1 - New Location Added
Base with 24/7 Central Park 235 Homestead 7am-2pm, M-F 19 Connected Service Library Base with 24/7 Central Park 235 Homestead 7am-2pm, M-F 20 Connected Service Librarv Base with 24/7 Central Park 235 Homestead 7am-2pm M-F 21 Connected Service Library Amendment No. 1 to Agreement/KONE , Inc. Revised Exhibit A2-Schedule of Performance Rev. 10/25/2019
-
Equipment Equipment Frequency
# of Service
Gearless Trac ti on 159757 Quarterly MRL - Passenger
Gearless Traction 159758 Quarterly MRL - Passenger
Gearless Traction 159759 Quarterly MRL - Passenger
Passenger-Hydro 83179 Quarterly
Passenger-Hydro 83180 Quarterly
Passenger-Hydro 135533 Quarterly
Passenger-Hydro 135534 Quarterly
Passenger-Hydro 135535 Quarterly

Page 2 ends

1. Compensation

REVISED EXHIBIT B

SCHEDULE OF FEES

1.1. The maximum compensation of this Agreement for scheduled services shall not exceed Two Hundred Three Thousand Five Hundred Forty-Two Dollars and Twenty Cents ($203,542.20), and the maximum compensation for unscheduled as needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum compensation of Four Hundred Fifty-Three Thousand Five Hundred Forty-Two Dollars and Twenty Cents ($453,542.20) during the Initial Term, 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.

1.3. City shall pay Contractor monthly for scheduled services at the rates set forth in Revised Table 2 herein of this Revised Exhibit B.

1.4. The City reserves the right to add or delete sites and/or equipment for scheduled services from Revised Exhibit A-2, Schedule of Performance adjust the maximum compensation accordingly by a written executed amendment.

2. As-Needed Repair Services

2.2. The labor rates and material equipment markup rates for as-needed repair services is set forth in Table 1 below:

Amendment No. 1 to Agreement/KONE, Inc. Revised Exhibit B-Schedule of Fees Rev. 10/25/2019

Page 1 ends

2.3. The total amount of compensation for as-needed repair services shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) during the Initial Term of the Agreement.

3. Monthly Invoice

3.1. Contractor shall submit to City a monthly invoice within fifteen (15) working days of the last day of each month, in arrears , for payment of services performed pursuant to this Agreement. The monthly invoices shall include a statement of work performed during the month. City shall review the monthly invoice submitted by Contractor and within ten (10) working days if receipt of the invoice, City shall notify Contractor of any discrepancies or deficiencies in said invoice .

3.2. The City shall incur no obligation for out of scope work that is not authorized in acjvance in writing. These monthly invoices shall provide a breakdown of cost of the work performed and shall have an attachment itemizing the work for each of the following :

3.2.1. Contractor shall invoice the City for maintenance and repair services, preventative maintenance services , and callback services at the end of each calendar month in whlch the work was performed in accordance with Exhibit A 1, Scope of Services , and shall be paid for actual services performed per the monthly payment schedule as set forth in Table 2 of this Exhibit.

3.2.2. Contractor shall submit coples of tags with monthly invoices. Work tag shall include date, facility, time in, time out, and ID numbers of equipment serviced . Contractor shall not invoice the City of travel to or from work Amendment No. 1 to Agreement/KONE , Inc. Revised Exhibit B-Schedu!e of Fees

Page 2 ends

Rev. 10/25/2019
sites.

3.3. Contractor will invoice City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

4. Price Adjustments

4.1 . Contractor may request adjustments to the compensation rates on each one- year anniversary after the initial year of the Agreement , plus any one-year options to renew the Agreement after the Initial Term . Contractor must demonstrate to the satisfaction of the City that a price increase is warranted . Price adjustments are subject to the City's approval

4.2. Agreed to price adjustments during the Initial Term must be executed through an Amendment.

4.3. Agreed to prfce adjustments for one-year options must be executed through Exhibit E, Notice of Exercise of Option to Extend Agreement.

5. Liquidated Damages for Performance Standards

5.1. Contractor understands and agrees that one of the City's primary goals is to ensure that the customer service provided is of the highest caliber and consistent with the City's performance standards . Contractor further agrees that City will suffer damage if Contractor fails to meet these standards and that, due to the nature of certain breaches , the actual damage to the City would be impractical or very difficult to fix.

5.2. Performance Standard Breaches

5.2.1. The following specified items shall be referred to as "Performance Standard Breachesn. Contractor agrees to pay to the City the amount specified below as liquidated damages for the applicable breach.

Performance Standard Breaches
Failure to respond to emergency $250 per occurrence, subject to a calls for service on time discussion between the City and Contractor as to why the response
time was missed.

Failure to arrive on site on time $250 per occurrence , subject to a discussion between the City and
Contractor as to why the response
time was missed .

Amendment No. 1 to Agreement/KONE, lhc. Revised Exhibtt 8-ScheduJe of Fees Rev. 10/25/2019

Page 3 ends

Amendment No. 1 to AgreemenUKONE, Inc. Revised Exhibit B-Schedule of Fees Rev. 10/25/2019
Page4
REVISED TABLE 2

COMPENSATIO FOR CHEDULED SERVICES
,1 Initial Term
Row Location Equipment Description Monthly and Number
1 2
3 4
5 6
7 8
9 Price Year
1 of 5
City Hall Passenger-Hyd ro $78.20 $938.40 (50162)
Fire Station 2 Passenger-Hydro $130.79 $1 ,569.48 (127099) Police Department Passenger -Hydro $224.34 $2,692.08 (118614) Police Department Passenger-Hydro $224.34 $2,692.08 (11 8615) Santa Clara Stage Lift $34.80 $417.60 Recreat ion Center (126652) Berman Build ing Passenger-Hydro $78.20 $938.40 (40408) Gun Range Dumbwaiter $34.80 $417.60 (10595)
Santa Clara Senior Passenger-Hydro $195.79 $2,349.48 Cen ter (138485) Santa Clara Senior Passenger-Hydro $143.20 $1 ,718.40 Center (67312) Amendment No. 1 to Agreement/KONE , Inc. Revised Exhibit B-Schedule of Fees Rev. 10/25/2019
Annual Price
Year Year Year
2 of 5 3 of 5 4 of 5
$938.40 $938.40 $938.40
$1 ,569.48 $1 ,569.48 $1 ,569.48
$2,692.08 $2,692.08 $2,692.08
$2,692.08 $2,692.08 $2,692.08
$417.60 $417.60 $417.60
$938.40 $938.40 $938.40
$417.60 $417.60 $417.60
$2,349.48 $2,349.48 $2,349.48
$1 ,718.40 $1 ,718.40 $1 ,718.40
Pages
Year
5 of 5
$938.40
$1,569.48
$2,692.08
$2,692.08
$417.60
$938.40
$417.60
$2,349.48
$1,718.40
Row Location Equipment Description Monthly and Number Price Year 1 of 5
10 Santa Clara Senio r Stage Lift $34.80 $417.60 Center (62646-1) Donald Von Passenger-Hydro 11 Raesfeld Power $130.79 $1 ,569.48 Pfant (135821)
12 Tasman Garage Gearless Traction MRL- $250.58 $3,006.96 Passenger(159670) 13 Tasman Garage Gearless Traction MRL-· $250.58 $3,006.96 Passenger (159756) 14 Tasman Garage Gearless Traction MRL - $250.58 $3,006.96 Passenger(159757) 15 Tasman Garage Gearless Traction MRL- $250.58 $3,006.96 Passenger(159758) 16 Tasman Garage Gearless Traction MRL - $250.58 $3,006.96 Passenger (159759) 17 Santa Clara Passenger-Hydro $78.20 $938.40 Convention Center (83179) 18 Santa Clara Passenger-Hydro $78.20 $938.40 Convention Center (83180) -
AMENDMENT NO. 1 (NEW SITE ADDED)
19 Cent ral Park Passenger-Hydro $224.34 $2,692.08 Library (135533) Amendment No. 1 to Agreement/KONE , lnc./Revised Exhibit B-Schedule of Fees Rev. 10/25/19
Initial Term
Annual Price
Year Year Year Year
2 of 5 3 of5 4 of 5 5 of 5
$417.60 $417.60 $417.60 $417.60
$1,569.48 $1,569.48 $1 ,569.48 $1 ,569.48
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006.96 $3,006.96 $3,006.96
$938.40 $938.40 $938.40 $938.40
$938.40 $938.40 $938.40 $938.40
$2,692.08 $2,692.08 $2,692.08 $2,692.08

Page 6 ends

Row
20 21
Location Equipment Description
and Number Monthly
Price Year
1 of 5
Central Park Passenger-Hydro
Library (135534) $224.34 $2,692.08
Central Park Passenger-Hydro $224.34 $2,692.08
Library (135535)
TOTAL $40,708.44
Amendment No. 1 to A9reemenUKONE, lnc./Revised Exhibit B-Schedule of Fees Rev. 10/25/19
Initial Term
Annual Price
Year Year Year Year
2 of 5 3 of 5 4of5 5 of 5
$2,692.08 $2,692.08 $2,692.08 $2,692.08
$2,692 .08 $2,692.08 $2,692.08 $2,692.08
$40,708.44 $40,708.44 $40,708.44 $40,708.44
Grand
Total $203,542.20
Page ?
Ebix Insurance No. S200003507
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and KONE, 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 KONE, Inc.", dated March 4, 2021 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated April 23, 2021, 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 entered into the Agreement as Amended for the purpose of having Contractor provide citywide elevator maintenance and repair services, and the Parties now wish to amend the Agreement as Amended to add services for Mission Library.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is hereby 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 Revised Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement for scheduled services shall not exceed Two Hundred Four Thousand Six Hundred Ninety Dollars and Sixty Cents ($204,690.60), and the maximum compensation for unscheduled as needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum Amendment No. 2 to Agreement/KONE, Inc. Page 1
Rev. 10/25/19
compensation of Four Hundred Fifty-Four Thousand Six Hundred Ninety Dollars and Sixty Cents ($454,690.60) during the Initial Term, 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.

2. Revised Exhibit A2 of the Agreement as Amended, entitled "Schedule of Performance" is hereby amended to read as shown in Second Revised Exhibit A2, attached herein.

3. Revised Exhibit B of the Agreement as Amended, entitled "Schedule of Fees" is hereby amended to read as shown in Second Revised Exhibit B, attached herein.

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

Note: Signatures on following page.

Amendment No. 2 to AgreemenVKONE, Inc. Page 2
Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives .

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: Io lq -V
~ (Jo- ~
~~ GLEN R. GOGGINS
City Attorney
"CITY"
KONE, INC.
~:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771
a California corporation
Dated: August 30th, 2023
By (Sign a tu re): ~ A/ ~ G;i4-a-
Na me: IVl1chae1Nagy-.Jozsa~ r/&
Title : General Manager Service & Solutions
Principal Place of 15021 Wicks Blvd.

Business Address: San Leandro, CA 94577
Email Address : [email protected] m
Telephone: (510) 424-2329
Fax: N/A ----------------- -
"CONTRACTOR"
Amendment No. 2 to AgreemenUKONE, Inc. Page 3
Rev. 10/25/2019
Line Service Leve) Nlllllher
1 Basic Plan
2 Basic Plan
3 Base with 24/7
Connected Service
4 Base with 24/7
Connected Service
5 Base with 24/7
Connected Service
6 Basic Plan
7 Base with 24/7
Connected Service
8 Base with 24/7
Connected Service
9 Base with 24/7
Connected Service
10 Base with 24/7
Connected Service
11 Basic Plan
12 Advanced Plan
SECOND REVISED EXHIBIT A2

SCHEDULE OF PERFORMANCE
Location Location Service Hours Address
1500
City Hall Warburton 8am-5pm, M-F
Avenue
Fire Station 2 1900 Walsh 8am-5pm, M-F Avenue
Police 601 El Camino 24/7 Department Real
Police 602 El Camino ').417 Department Real
Santa Clara 969Kiely As Needed Recreation Center Blvd .

Berman Building 1405 Civic 8am-5pm, M-F Center Drive
Gun Range 1990 Walsh 8am-5pm, M-F Avenue
Santa Clara 1303 Fremont 8am-5pm, M-F Senior Center Street Santa Clara 1303 Fremont 8am-5pm, M-F Senior Center Street Santa Clara 1303 Fremont As eeded Senior Center Street
Donald Von 850 Duane Raesfeld Power Avenue 8am-5pm, M-F Plant
2525 Tasman 24 Hours/7 Tasman Garage Ave Days Wk.

Equipment
Passenger-Hydro
Passeng er-Hydro
Passenge r-Hydro
Passenger -Hydro
Stage Lift
Passenger-Hydro
Dumbwaiter
Passenger -Hydro
Passenger-Hydro
Stage Lift
Passenger~Hydro
Gearless Traction
MRL-
Passenger
Amendment No. 2 to Agreement/KONE , Inc. /Second Revised Exhibit A2-Schedule of Performance Rev. 10/25/19
Equipment Frequency
# of Service
50162 Quarterly
127099 Quarterly
118614 Quarterly
118615 Quarterly
126652 Annually
40408 Quarterly
102595 Annually
138485 Quarterly
67312 Quarterly
62646-I Annually
135821 Quarterly
159760 Quartetly

Page 1 ends

Line Service Level Location Location Service Hours Equipment Number Address 2525 Tasman 24 Hours/7 Gearless Traction
13 Advanced Plan Tasman Garage Ave Days Wk. MRL-
Passenger
2525 Tasman 24 Hou.rs/7 Gearless Traction
14 Advanced Plan Tasman Garage Ave Days Wk. MRL-
Passenger
2525 Tasman 24 Hours/7 Gearless Traction
15 Advanced Plan Tasman Garage MRL -Ave Days Wk. Passenger 2525 Tasman 24Hours/7 Gearless Traction
16 Advanced Plan Tasman Garage Ave Days Wk. MRL-
Passenger
Santa Clara 5001 Great 24 Hours/7 17 Basic Plan. Convention America Days Wk. Passenger-Hydro Center Park.way
Santa Clara 5001 Great 24 Hours/7 18 Basic Plan Convention America Days Wk. Passenger-Hydro Center Parkway
AMENbMENT NO. 1 - New Location Added
19 Base with 24/7 Central Park 235 Homestead 7am-2pm, M-F Passenger-Hydro Connected Service Library 20 Base with 24/7 Central Park 235 Homestead 7am-2pm, M-F Passenger-Hydro Connected Service Library 21 Base with 24/7 Central Park 235 Homestead 7am-2pm, M-F Passenger-Hydro Connected Service Library AMENDMENT NO. 2 - New Location Added
9am-5pm , M &
22 Basic Plan Mission Library 1098 Lexington w Dumbwaiter Street 12pm-5pm T & T - -
Amendment No. 2 to AgreemenUKONE , Inc. /Second Revised Exhibit A2-Schedule of Performance Rev. 10/25/2019
Equipment Frequency
# of Sewice
159756 Quarterly
159757 Quarterly
159758 Quarterly
159759 Quarterly
83179 Quarterly
83180 Quarterly
135533 Quarterly
135534 Quarterly
135535 Quarterly
12317 Bi-Annual

Page 2 ends

1. Compensation

SECOND REVISED EXHIBIT B

SCHEDULE OF FEES

1.1. The maximum compensation of this Agreement for scheduled services shall not exceed Two Hundred Four Thousand Six Hundred Ninety Dollars and Sixty Cents ($204,690.60), and the maximum compensation for unscheduled as-needed repair services including materials shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), for a total not to exceed maximum compensation of Four Hundred Fifty-Four Thousand Six Hundred Ninety Dollars and Sixty Cents ($454,690.60) during the Initial Term, 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.

1.2. All payments are based upon City's acceptance of Contractor's performance of services specified in Exhibit A 1, Scope of Services. City shall have no obligation to pay unless Contractor has successfully completed the work for which payment is due.

1.3. City shall pay Contractor monthly for scheduled services at the rates set forth in Second Revised Table 2 herein of this Second Revised Exhibit B.

1.4. The City reserves the right to add or delete sites and/or equipment for scheduled services from Second Revised Exhibit A2, Schedule of Performance adjust the maximum compensation accordingly by a written executed amendment.

2. As-Needed Repair Services

2.1. In the event the City requires as-needed repair services as set forth in Section 3 of Exhibit A 1, Scope of Services Contractor shall provide a written quotation, at no cost to the City, for the type of as-needed repair services requested and the time required to complete requested work. The quote must be approved by the City prior to any work being performed.

2.2. The labor rates and material equipment markup rates for as-needed repair services is set forth in Table 1 below:

Amendment No. 1 to Agreement/KONE, lnc./Second Revised Exhibit 8-Schedule of Fees Rev. 10/25/2019

Page 1 ends

Table 1. Labor Rates and Material!Equipment Markup
Labor Description Hourly Labor Rate
As-Needed Repair Services (Normal $435.55 Business Hours) As-Needed Repair Services $729.24 (Overtime/After Houts) Material/Equipment Markup%
Material/ Equipmeht Markup Over Cost 20%

2.3. The total amount of compensation for as-needed repair services shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) during the Initial Term of the Agreement.

2.4. The City reserves the right to request a fixed price quote in lieu of time and materials, Any fixed price quotes shall be consistent with. the agreed-upon as need repair services rate in Section 2.2 above and must be good for at least 90 days.

3. Monthly Invoice

3.1. Contractor shaH submit to City a monthly invoice within fifteen (15) working days of the last day of each month, in arrears, for payment of services performed pursuant to this Agreement. The monthly invoices shall include a statement of work performed during the month. City shall review the monthly invoice submitted by Contractor and within ten (10) working days if receipt of the invoice, City shall notify Contractor of any discrepancies or deficiencies in said invoice.

3.2. The City shall incur no obligation for out of scope work that is not authorized in advance in writing . These monthly invoices shall provide a breakdown of cost of the work performed and shall have an attachment itemizing the work for each of the following:

3.2.1. Contractor shall ,invoice the City for maintenance and repair services, preventative maintenance services, and callback services at the end of each calendar month in which the work was performed in accordance with Exhibit A1, Scope of Services, and shall be paid for actual services performed per the monthly payment schedule as set forth in Table 2 of this Exhibit.

3.2.2. Contractor shall submit copies of tags with monthly invoices. Work tag. shall include date, facility, time in, time out, and ID numbers of equipment serviced. Contractor shall not invoice the City of travel to or from work sites.

Amendment No. 1 to Agreement/KONE. , !nc./Second Revised Exh1bit B,Schedu le of Fees Page2
Rev. 10/25/2019

3.3. Contractor will invoice City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

4. Price Adjustments

4.1. Contractor may request adjustments to the compensation rates on each one- year anniversary after the initial year of the Agreement, plus any one-year options to renew the Agreement after the Initial Term. Contractor must demonstrate to the satisfaction of the City that a price increase is warranted , Price adjustments are subject to the City's approval

4.2. Agreed to pr1ce adjustments during the Initial Term must be executed through an Amendment .

4.3. Agreed to price adjustments for one-year options must be execu~ed through Exhibit E, Notice of Exercise of Option to Extend Agreement.

5. Liquidated Damages for Performance Standards

5.2. Performance Standard Breaches

5.2.1. The following specified items shall be referred to as .11 performance Standard Breaches" . Contractor agrees to pay to the City the amount specified below as liquidated damages for the applicable breach.

Failure to arrive on site on time $250 per occurrence , subject to a discussion between the City and
Contracto r as to why the response
time was missed.

Amendment No. 1 to Agreement/KONE, lnc./Second Revised Exhfblt 8-Schedu·!e of Fees Rev. 10/25/2019

Page 3 ends

Amendment No. 1 to Agreement/KONE, lnc./Second Revised Exhibit B-Schedule of Fees Rev. 10/25/2019
Page4
I,
SECO:N'l) REVISED TABLE 2

COMPE SATION FOR SCHEDULED SERVICES
Equipment
Row Location Description and Monthly
Number Price Year
1 of 5
1 City Hall Passenger-Hydro $78.20 $938.40 (50162)
2 fire Station 2 Passenger-Hydro $130.79 $1 ,569.48 (127099) 3 Police Department Passenger-Hydro $224.34 $2,692.08 (118614) 4 Police Department Passenger-Hydro $224.34 $2,692.08 (1 18615) 5 Santa Clara Recreation Stage Lift $34.80 $417.60 Center (126652) 6 Berman Building Passenger-Hydro $78.20 $938.40 (40408) 7 Gun Range Dumbwaiter $34.80 $417.60 (10595) -
8 Santa Clara Senio r Center Passenger -Hydro $195.79 $2,349.48 (138485) 9 Santa Clara Senior Center Passenger-Hydro $143.20 $1 ,718.40 (67312) 10 Santa Clara Senior Center Stage lift $34.80 $417.60 (62646-1) Amendment No. 2 to Agreement/KONE , Inc. /Second Revised Exhibit B-Schedule of Fees Rev, 10/25/19
Initial Term
Annual Price
Year Year
2 of 5 3 of 5
$938.40 $938.40
$1,569.48 $1 ,569.48
$2,692.08 $2,692.08
$2,692.08 $2,692:08
$417.60 $417.60
$938.40 $938.40
$417.60 $417.60
$2,349.48 $2,349.48
$1,718.40 $1 ,718.40
$417.-60 $417.60
Year Year
4 of 5 5 of 5
$938.40 $938.40
$1 ,569.48 $1 ,569.48
$2,692.08 $2,692.08
$2,692.08 $2,692.08
$417.60 $417.60
$938.40 $938.40
$417.60 $417.60
$2,349.48 $2,349.48
$1 ,718.40 $1,718.40
$417.60 $417.60

Page 1 ends

Row Location Equipment Description
and Number Monthly Year Price 1 of 5
Donald Von Passenger-Hydro 11 Raesfeld Power $1 30.79 $1,569.48 Plant (135821)
12 Tasman Garage Gearless Traction MRL $250.58 $3,006 .96 - Passenger (159670) 13 Tasman Garage Gearless Traction MRL $250 .58 $3,006 .96 - Passenger (159756) 14 Tasman Garage Gearless Traction MRL $250 .58 $3,006.96 - Passenger (159757) 15 Tasman Garage Gearless Traction MRL $250 .58 $3 ,006.96 - Passenger (159758) 16 Tasman Garage Gearless Traction MRL $250.58 $3,006.96 - Passenger (159759) 17 Santa Clara Passenger-Hydro $78.20 $938.40 Convention Center (83179) 18 Santa Clara Passenger-Hydro $78 .20 $938.40 Convention Center (83180) AMENDMENT NO . 1 (Add in J New Site)
19 Central Park Library Passenger-Hyrdo $224 .34 $2,692 .08 (135533) 20 Central Park Library Passenger-Hyrdo $224.34 $2,692.08 (1 35533) 21 Central Park Library Passenger-Hyrdo $224 .34 $2,692 .08 (135533) Amendment No. 2 to Agreement/KONE, Inc. /Second Revised Exhibit B-Schedule of Fees Rev. 10/25/1 9
Initial Term
Annual Price
Year Year Year Year
2 of5 3 of 5 4 of5 5 of 5
$1 ,569.48 $1,569.48 $1 ,569.48 $1 ,569.48
$3 ,006.96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006 .96 $3,006 .96 $3,006.96
$3,006 .96 $3,006.96 $3,006.96 $3,006.96
$3,006.96 $3,006 .96 $3,006.96 $3,006.96
$3,006 .96 $3,006 .96 $3,006.96 $3,006.96
$938.40 $938.40 $938.40 $938.40
$938.40 $938.40 $938.40 $938.40
$2,692.08 $2,692 .08 $2,692 .08 $2,692 .08
$2,692.08 $2,692 .08 $2,692 .08 $2,692.08
$2,692 .08 $2,692 .08 $2,692.08 $2 ,692.08

Page 1 ends

Initial Term
Row Location Equipment Description Monthly Annual Price and Number Year
I
Year Year Price 1 of 5 2 of 5 3 of 5
AMENDMENT NO. 2 (Addinq New Site)
22 Missio n Library Dumbwaiter $34.80 $313.20 (12317)
TOTAL $40 ,1oa.44 I $40 ,1os.44 $41,021.64
Amendment No. 1 to Agreement/KONE, lnc./Second Revised Exhibit B-Schedu!e of Fees Rev. 10/25/2019
Year Year
4 of 5 5 of 5
$417.60 $417 .60
$41,126.04 $41,126.04
Grand
Total $204,690.60
Page2
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-113 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute Amendment No. 2 to the Software License and Support Agreement with Siemens Industry Inc., for the EnergyIP Meter Data Management System for a Total Not-to-Exceed Compensation of $1,543,419, and Ratify Previous Payments Exceeding City Council Authorization

BACKGROUND
Role of the Meter Data Management System within the Advanced Metering Infrastructure Program
The City of Santa Clara’s electric utility, Silicon Valley Power (SVP), operates the Advanced Metering Infrastructure (AMI) program. The AMI program relies on multiple integrated systems to support automated reading of energy usage data from SVP’s customers throughout the city. A core component of AMI is the Meter Data Management System (MDMS), which functions as a central data repository and processing platform for all data collected through AMI. The MDMS receives raw data readings, validates and processes the data, and interfaces with downstream systems, including the City’s utility billing system. Without a functioning MDMS, the AMI program cannot support automated meter reading and billing.

Original Authorization of the MDMS Software Agreement
On August 18, 2009, as part of the AMI program, the City Council authorized the City Manager to enter into two separate agreements: one with Siemens Energy, Inc. (Siemens) to provide implementation services for the MDMS, and another with eMeter Corporation for software licensing, maintenance, and support services under a Software License and Maintenance Agreement (SLMA).

The SLMA established the City’s rights to use the MDMS software and receive ongoing support and was authorized in an amount not to exceed $133,733, initially covering a two-year period. Under the terms of the SLMA, licensing and support services renewed automatically.

The MDMS software selected under the 2009 City Council authorization was the EnergyIP platform, which remains in use today as Energy IPv7.2 (EnergyIP MDMS). On September 17, 2012, the City Manager executed Amendment No. 1 to the SLMA to update the software and clarify the perpetual nature of the City’s software license. Subsequently, Siemens acquired eMeter Corporation and assumed all rights and obligations under the SLMA.

The data collected is encrypted during transmission across an isolated domain controlled by SVP and includes interval usage data, register read, and meter number. No PII or other sensitive data is collected by the system. In addition, Siemens must abide by the SMLA’s confidentiality provisions and is prohibited from disclosing any such information to a third party without the City’s prior City of Santa Clara Printed on 3/20/2026Page 1 of 4
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26-113 Agenda Date: 3/24/2026
approval.

DISCUSSION
This report addresses three related actions associated with the EnergyIP MDMS. First, it seeks City Council authorization to execute Amendment No. 2 to the SLMA. Second, it requests City Council ratification of prior payments made under the SLMA that exceeded the original authorization amount.

Third, it seeks authorization for continued use of the EnergyIP MDMS. (1) Amendment No. 2 to the SLMA
The EnergyIP MDMS is a critical component of the AMI ecosystem. Since its deployment, SVP has continued to rely on the SLMA for essential software maintenance and support services necessary to operate the AMI system.

Amendment No. 2 is necessary to update the SLMA to represent Siemens as the current software licensor following its acquisition of eMeter Corporation. The amendment also clarifies certain definitions related to the scope of work and support services, including support for the current software release and two prior releases of the licensed software.

The renewal terms of the SLMA remains unchanged, with automatic annual renewals unless the City provides written notice to Siemens of its intent not to renew at least 45 days prior to the applicable renewal date.
(2) Authorization for Past SLMA Payments
At the time the SLMA was executed in 2009, the City Council authorized the agreement in an amount not to exceed $133,733. Over time, as the agreement renewed annually and services continued without interruption, cumulative expenditure exceeded the originally authorized amount. Table 1 below summarizes the original City Council authorization, the total cumulative expenditures paid through June 30, 2025, and the amount subject to ratification.

Table 1 - SLMA Authorization and Ratification Summary
Description Amount
Total Cumulative Expenditures from August 18, 2009, to
June 30, 2025
$911,286
Original 2009 City Council Authorized Amount $133,733
Amount Subject to Ratification $777,553
These expenditures were incurred for ongoing software maintenance and support services necessary to operate a critical component of the AMI system and did not involve changes in scope or authorized services. Staff is bringing the matter forward for transparency and requesting City Council ratification of the prior payments.

In previous reports requesting ratification, staff noted that as agreements with payments exceeding the City Council authorization are identified, any necessary ratification actions will be brought forward City of Santa Clara Printed on 3/20/2026Page 2 of 4
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26-113 Agenda Date: 3/24/2026
to address the overage and ensure transparency. For many of these, the issue has been historical interpretations of expenditure authority and limits. In addition, the City does not have an automated system to track cumulative contract expenditures, which makes it more difficult to manage. To improve the City’s ability to track cumulative expenditure and reduce the risk of oversight under the current manual process, the Purchasing Division is working to implement the Procurement Contracts module within the City’s financial management system, PeopleSoft. This project, which is expected to be completed this year, will automate and centralize contract management and enhance control over all contract-related activities throughout their term.
(3) Ongoing MDMS Licensing Support and Maintenance Services SVP has a planned upgrade of the EnergyIP MDMS to transition from the current on-premises platform to a Software-as-a-Service (SaaS) version. Upon completion of the upgrade, the existing SLMA would be replaced with a new software agreement applicable to the SaaS platform. Until the planned upgrade is complete, the SLMA must remain in place to provide continued software licensing, maintenance, and support for the existing on-premises EnergyIP MDMS.

The upgrade is currently anticipated to be completed in 2027. In the interim, to ensure uninterrupted system support, staff is seeking City Council authorization to renew the SLMA for up to an additional five years through June 30, 2030, in an amount not-to-exceed $632,133, for a total maximum compensation of $1,543,419. This authorization would provide coverage in the event the upgrade is delayed or if a decision is made to continue operating the on-premises platform for a longer period.

Table 2 below summarizes the maximum compensation under the SLMA, including the amount from Table 1. Estimated annual SLMA costs assume a 5% annual price increase and include a 10% contingency for any unanticipated services or requirements. These costs currently support approximately 63,000 meters and allow for growth of up to 88,000 meters at no additional cost.

Table 2 - Summary of Total and Projected SLMA Expenditures Description Amount
Total Cumulative Expenditures from August 18, 2009, to
June 30, 2025
$911,286
Ongoing SLMA Costs
Current SLMA Cost (July 1, 2025, to June 30, 2026) $104,000 Estimated SLMA Cost (July 1, 2026, to June 30, 2027) $109,200 Estimated SLMA Cost (July 1, 2027, to June 30, 2028) $114,660 Estimated SLMA Cost (July 1, 2028, to June 30, 2029) $120,393 Estimated SLMA Cost (July 1, 2029, to June 30, 2030) $126,413 10% Contingency $57,467
Subtotal $632,133
Total Not-to-Exceed Maximum Compensation $1,543,419
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26-113 Agenda Date: 3/24/2026

ENVIRONMENTAL REVIEW
The proposed actions involve the approval of amendments to existing software agreements; therefore, 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.

FISCAL IMPACT
Sufficient funds for the SLMA are available in the FY 2025/26 Operating Budget in the Electric Utility Operating Fund and may be included in capital projects budget where appropriate. Funding for future years will be included in the regular budget process.

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 2 to the Software License and Support Agreement (SLMA) with Siemens Industries, Inc., for the EnergyIP Meter Data Management System, for a maximum compensation amount of $1,543,419, for the period from August 18, 2009, to June 30, 2030, subject to budget appropriations and the review and approval as to form by the City Attorney;

2. Ratify previous expenditures made under the SLMA in an amount of $777,553 for the period from August 18, 2009, through June 30, 2025; and

3. Authorize the City Manager or designee to take any actions necessary to implement and administer the SLMA, and negotiate and execute future amendment(s) to (a) add or delete services associated with the services, (b) adjust future rates consistent with market conditions, and (c) make de minimis changes, subject to budget appropriations and the review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. August 18, 2009, Agenda Report

2. Original Software License and Maintenance Agreement with eMeter Corporation

3. Amendment No. 1 to the Software License and Maintenance Agreement with eMeter Corporation

4. Proposed Amendment No. 2 to the Software License and Maintenance Agreement with Siemens Industries, Inc.

City of Santa Clara Printed on 3/20/2026Page 4 of 4
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Meetir.g Date:~/ l <ti oti AGENDA REPOR':' 1-B.2 Al;,;mda Item # ___ _ City of Santa Clara, California Santa Clara
ktOd
'Wi"fl
2001
Date: July 30, 2009
To: City Manager for Council Action
From: John C. Roukema, Director of Electric Utility
Subject: Approval of an Agreement for Services with Siemens Energy, Incorporated and a Software License and Maintenance Agreement with eMeter Corporation for the Purchase and Implementation of a Meter Data Management Software System EXECUTIVE SUMMARY:

The SVP Meter Connect program (a.le.a. Smart Grid) has reached a significant milestone with selection of Siemens Energy, Incorporated as the winner in an extensive, multi-departmental RFP process for a Meter Data Management System (MDMS) that garnered highly competitive proposals from all five major providers of MDMS applications. Under the proposed agreement, Siemens will utilize the MDMS to integrate the City's two existing meter reading systems with the billing system as a first phase and integrate a yet-to-be acquired fully automated meter reading system for all of Santa Clara in a second phase.

For the 2008-2009 fiscal year, a CIP project and five-year plan was approved for the purpose of defining, procuring and implementing an Advanced Metering Infrastructure (AMI), including an MDMS, to work in conjunction with other City systems. This MDMS purchase and implementation is part of a carefully planned project to procure the systems and technology necessary to fully realize the benefits of AMI, or smart grid infrastructure. The MDMS is a system that will house and provide utility meter data for the City. In conjunction with the AMI system, it will enable the future implementation of valuable capabilities including remote utility billing data collection, utility outage management, improved utility asset management, and enhanced customer services for citizens and businesses. Initially, the expected benefits include lower Utility and Finance operating costs by enabling remote data collection and augmented service delivery. Future benefits are expected as other applications are integrated into this platform.

The Agreement for Services with Siemens allows the City to purchase and utilize MDMS software, along with the professional services and support necessary to install and configure this software within the City's information technology infrastructure as defined in the scope of work. In addition, the Software License and Maintenance Agreement defines the ongoing support for the software product. A copy of the Agreement for Services with Siemens and the Software License and Maintenance Agreement are available for review in the Council offices.

ADV ANT AGES AND DISADVANTAGES OF ISSUE:

Approval· of these agreements will allow the City to fully leverage the proposed software capabilities and achieve the desired operational process improvements, along with improved customer service and fulfillment of existing and pending regulatory requirements. If the City does not actively pursue the software implementation, the City will forego the opportunity to utilize the enhanced customer services, capture operational efficiencies and struggle to meet evolving regulatory requirements. The utilization of Siemens products and services will not result in any significant additional operational costs in the short term and expected to lower meter reading costs in the longer-term.

F:\COUNCIL\ACTI0N\MARKETING C0NTRACTS\LPO.SIEMENS MDMS AGREEMENTS.DOC REV 02/26/08 Memorandum to City Manager for Council Action
• Siemen s Energy Inc. Agreement fr ' · ~rvices and Software License and Maintenam greement July 30, 2009 Page 2
ECONOMIC/FISCAL IMPACT:

The cost of services in the Siemens Agreement for Services is not to exceed $1,313,645. The cost of travel in the Siemens Agreement for Services is not to exceed $291,732. The cost for the associated eMeter Software License and Maintenance Agreement for two years is not to exceed $133,733. Total not-to-exceed costs for both agreements is $1,739,110. Funding for these services is available in the utility enterprise Capital Improvement Budget: Implementation of Advanced Metering Infrastrncture, account 591-1313-80300-2111-(F)39700,
RECOMMENDATION:

That the Council approve, and authorize the City Manager to execute, an Agreement for Services with Siemens Energy, Incorporated, in an amount not to exceed $1,605,377.00, and a Software License and Maintenance Agreement with eMeter Corporation, in an amount not to exceed $133,733.00, for the Purchase and Implementation of a Meter Data Management Software System.

J 7mc:Roukema
/Eirector of Electric Utility
APPROVED:

Manager
Documents Related to this Report:
1) Agreement for Services with Siemens Energy, Incorporated •• ~
Certified as to Availability of Funds: 5-::/::,
591-1313-80300-2111 $1 ,739,110.00
1A_ . ~
Uma Chokkalingam
Acting Director of Finance
IVIAJORllY VOTE OF COUNCIL
2) Software License and Maintenance Agreement with eMeter C01poration

CITY OF SANTA CLARA

AGENDA MATERIAL ROUTE SHEET
I Com1cD Da~e: August 18, 2009
SUBJECT: Approval of an Agreement for Services with Siemens Energy, Incorporated and a Software License and Maintenance Agreement with eMeter Corporation for the Purchase and Implementation of a Meter Data Management Software System
PUBLICATION REQUIRED:

The attached Notice/Resolution/Ordinance is to be published_ time(s) at least __ days before the scheduled meeting/public hearing/bid opening/etc., which is scheduled for ___ __ , 2009.

AUTHORITY SOURCE FOR PUBLICATION REQUIREMENT:

Federal Codes:

Title _____ U.S.C. § _____ _
(Titles ru11 1 through 50)
Federal Regulations:

Title _____ C.F.R. § _____ _
(Titles ru11 1 through 50)
City
California Codes:

Code _________ § _____ _
(i.e., Governme11t, Street a11d Highway, Public Resources) California Regulations:

Title __ California Code of Regulations§ __
(Titles ru11 l through 28)
City Charter§ _____ (i.e., 1310. Public Works Co11tracts. Notice published at least 011ce at least ten days before bid ope11i11g) City Code§ _____ _

1. As to City Functions, by

2. As to Legality, by

3. As to Environmental
Impact Requirements, by

4. As to Substance, by
o~f~
t Attorney's Office/CAO Assignment No 09.0902/09.0903
Director of Planning and Inspection
tyMaager
Rev.Date 05/05/09
S:\Agenda Report Processing\FORMS AND INFORMATION \Route Sheet for Agenda Material.doc

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

BY AND BETWEEN

EMETER CORPORATION
AND

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
DATED __ oB __ / 1
_,.j~1 ......
0_q_

SOFTWARE LICENSE AND SUPPORT AGREEMENT
ARTICLE 1: Effective Date
The effective date of this Software License and Maintenance Agreement ("SLMA") is 2009 ("Effective Date").

ARTICLE 2: PARTIES
A. Licensee
The City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
B. Licensor
eMeter
eMeter Corporation
One Twin Dolphin Drive
Redwood City, CA 94065
ARTICLE 3: INDUCEMENTS
WHEREAS Licensee has entered into an Agreement for Services with SIEMENS ENERGY, INC. ("Siemens") on
2009, under which Siemens will
provide Licensee with various implementation services for a meter data management
system (MDM) using the software provided by Licensor; and WHEREAS Licensee desires to license certain of Licensor' s products and receive
maintenance and support for such products;
WHEREAS Siemens has issued a Purchase Order to Licensor under which Licensor has agreed to, among other things, provide to Licensee the license granted hereunder and to provide certain maintenance and suppor
t services in respect of the products
licensed hereunder in consideration of certain payments t o be made by Siemens to
Licensor pursuant to the Purchase Order;
WHEREAS Licensee will make payment to Siemens in accordance with the Agreement for Services in consideration for the license granted hereunder by Licensor to Licensee, NOW THEREFORE, in consideration of the inducements, mutua l covenants and
conditions contained herein, the parties agree as follows:

ARTICLE 4: DEFINITIONS
"$FFHSWDQFH" has the meanin
g give
n to it in the Scope of Work.
"%DVH3ULFH" means the fee due for the license to use the Licensed Products, excluding any Support Services and the implementation and integration service s and Deliverables that are the subject of
the Scope of Work.
'™n "Hl ' r
"Confidential Information" means any information (a) obtained from or through a party hereto by the other party; and/or (b) that relates to the Licensed Products, Deliverables, and/or services contemplated by this SLMA and/or the Scope of Work, that, in the case of (a) through (c), is not generally available to the public. Confidential Information excludes information that the Recipient demonstrates (a) is generally publicly-available other than as a result of a disclosure by Recipient in violation of this SLMA; (b) is in the lawful possession of Recipient prior to disclosure by or on behalf of the Discloser or any of Discloser's Representatives; or (c) was or becomes available to Recipient on a nonconfidential basis prior to its disclosure by or on behalf of Discloser from a third party that to Recipient's knowledge is not bound by a similar duty of confidentiality (contractual, legal, fiduciary, or other). "Contract Administrator" means the representative identified in Exhibit A of this SLMA that is designated by each party to act in matters relating to the revision of contract language, the adjustment of compensation or time, and the resolution of issues regarding the meaning of contract language. "Deliverables" has the meaning given to it in the Scope of Work. "Discloser" means a party hereto whose Confidential Information is obtained or received by the other party.
"Documentation" means the most current version of the written and/or online manual generally made available to Licensor's customers with respect to the Licensed Product to which it refers. "Extended Support Services" has the meaning given in Section 9.2 below. "Force Majeure" means an event outside a parry's control that delays or prevents performance, such as a fire, flood, epidemic, earthquake, explosion or similar event "Go Live Date" means the date on which the Licensee accepts the Licensed Products as configured and implemented on Licensee's systems by Siemens pursuant to the terms of the Scope of Work.
"Indemnified Party" means a party indemnified by the other party. "Indemnifying Party" means a party indemnifying the other party. "Initial Support Services" has the meaning given in Section 9.1 below. "License Termination Breach" means a breach by Licensee of Sections 6.2, 7.2, 7.3, or 16.2,

17.1,17.4,17.5,17.6, or Article 10 or 12, of this SLMA. "Licensed 3URGXFW
V
means the products listed on Exhibit A to this SLMA, as amended from time to time by mutual agreement between
the Parties and Siemens.
"Licensee Works" means any software, documentation, information, technology or other item that is developed solely by Licensee (including permitted modifications to the Licensed Products and Deliverables).
"Release" means such modifications, improvements and enhancements, to (a) the Licensed Product that eMeter in its discretion incorporates into the Licensed Product and makes generally available to its then-current supported customers at no charge and that are delivered to Licensee by eMeter and (b) the Third Party Software that the Third Party Software manufacturer incorporates into its products and eMeter delivers to Licensee. Releases may include Updates that have been created or otherwise distributed by eMeter to Licensee in the period since the last Release. Releases are identified by the first digit of a two digit code following the name of the Licensed Product eMeter may, in its discretion, identify Releases by increasing the number on the left side of the decimal point in a Licensed Product version numbering (e.g., "Version X.Y"). A Release does not include a new product or module unless such product or module is a Licensed Product on the date hereof or added as a Licensed Product by amending Exhibit A hereto subsequent to the date hereof. "Object Code" means the binary machine-readable version of computer software. "Open Source" means any software code that (a) is distributed as free software, open source software, shareware (e.g., Linux), or under similar licensing or distribution models; or (b) is otherwise subject to a requirement that it be redistributed or a condition that software used with it be deemed freely distributable. Open Source includes, but is not limited to, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (1) GNU's General Public License or Lesser/Library General Public License; (2) the Artistic License (e.g., PERL); (3) the Mozilla Public License(s); (4) the Netscape Public License; (5) the Berkeley Software Design ("BSD") license, including Free BSD
or BSD-style license; (6) the Sun Community
Source License; (7) an Open Source Foundation Licens
e (e.g., CDE and Motif UNIX user interfaces);
(8) the Apache Server license; and (9) any other licenses listed at <www.opensource.org/licenses>. "Organic Population *URZWK" means, with respect to any geographic region, a gradual increase in the population, or energy usage of such region, caused by an increase in new residential or commercial construction or similar development that is reasonably foreseeable, taking into account the characteristics and use of such region as of the Effective Date, which growth results in an increase in the meter count served by Licensee. Organic Population Growth does not include any significant construction program that results in an atypical, unanticipated energy increase for such region. "Purchase Order" means the agreement between Licensor and Siemens under which Licensor will provide certain services to Siemens in association with this Agreement "5HFLSLHQW" means a party hereto that obtains
or receives Confidential Information of the other
party.
"Representatives" means, with respect to a party, it
s directors, officers, employees, and the
agents, consultants, advisors, or other representatives specified in Exhibit A hereto. "Service Levels" means the levels of responsiveness that Licensor provides generally to its customers and which current levels are described in Exhibit B to this SLMA. "Source Code" means computer software in printed or electronic form mat is human-readable. "Source Code Escrow Package" means a copy of the Source Code and Object Code of the Licensed Product(s) and Documentation in the most current generally commercially-available version, to which Licensee has been granted a license hereunder.
6SHFLILFDWLRQV means the technical, functional and other specifications for the Licensed Products or any Deliverable that are expressly identified as such by Licensor. 6XEFRQWUDFWRU means a third party with which
Licensor or Siemens has a written
agreement ("Subcontract") to perform any Support Services under this SLMA and/or any Services under the Scope of Work.
"Support
Fees" means the fees for Support Services set forth in the Scope of Work. "Support Services" means the maintenance and support services that Licensor and Siemens are to provide to Licensee under this SLMA in support of the Licensed Products as set forth in Article 9 of this SLMA, and includes the right to receive then-current Releases and Updates, but excludes the implementation and integration services that are the subject of the Scope of Work. "Third Party Software" means software owned by any third party. "Tier 1 Customer Support" means support provided by Siemens to end user operators of the Licensed Product and handling basic
user needs and questions such as logging in, performing simple functions, running reports, etc. Tier 1 Customer Support also includes support of customers' system administrators in debugging issues and in conducting general system operations. "Tier Customer Support" means support provided by Licensor to expert users of the Licensed Products
who encounter new or different problems usin
g the software; such support is provided by
personnel whose primary responsibility is providing customer support. "Tier Customer Support" means support provided by Licensor for issues or situations that go beyond the expertise of Tier 2 suppor
t personne
l and includes participation by product managers,
developers, and other senior technical staff with in-dept h product expertise. Tier 3 Customer Support also
includes receipt, recording, and resolution of all software support issues covered by the software maintenance services in the Scope of Work.
"Update" means bug fixes, work-around solutions and other modifications to the Licensed Product delivered to Licensee by eMeter in accordance with eMeter's maintenance and support policy set forth herein. Updates are designated by the second digit of a two digit code following the name of the Licensed Product (e.g., "Version X.Y" is Update Y of Release X.) ARTICLE 5: RESPONSIBILITIES OF THE PARTIES

5.1 Licensor. In addition to and accordance with its other responsibilities as set forth in this Agreement, Licensor agrees to provide the following: (i) the licensed software products, (ii) Tier 2 Customer Support, and (iii) Tier 3 Customer Support

5.2 Siemens. In accordance with the Scope of Work between Siemens and the Licensee, Siemens will provide the following and related services: (i) implementation professional services for the licensed software products to configure and install the licensed software products on and at the Licensee's facilities and (ii) Tier 1 Customer Support.

5.3 Licensee. In addition to and accordance with its other responsibilities as set forth in this Agreement, Licensee agrees to provide the following: (i) pay timely its financial obligations under the Scope of Work and (ii) generally reasonably cooperate in the implementation and maintenance of the licensed software products.

ARTICLE 6: LICENSE GRANTS AND LIMITATIONS

6.1 License Grants.
(a) Licensed Product(s). Subject to the provisions of this SLMA as well as the timely payment of all applicable license fees for the term of such license under the Scope of Work, Licensor grants Licensee and Licensee accepts, a limited, nonexclusive, nontransferable license to: (i) use and operate the Licensed Products, solely in Object Code, and solely for Licensee's internal use in the ordinary course of business; and (ii) to use the Documentation and Deliverables solely and as reasonably necessary to further Licensee's use of the Licensed Products as contemplated by this SLMA.
(b) Meter Count. The license in and to the Licensed Products granted in this Article 6 extends to and includes use of the Licensed Products by up to the total number of meters designated in Exhibit A (as amended from time to time (the "Meter Count"). . (c) Other Users. There is no limitation on the number of Licensee employees who may gain access to the Licensed Products via authorized third party software applications such as CIS or CSS. .
(d) Representatives. The licenses granted hereunder do not include a right to sublicense. Notwithstanding the foregoing, Licensee shall have the right to allow the third party Representatives designated in Exhibit A (as amended from time to time by written agreement) to use the Licensed Products; provided that that Licensee will not be relieved of any duty or liability relating to such use.
(e) Third Party 6RIWZDUH. The Licensed Products contain Third Party Software (including certain Open Source software) that
Licensor provides on a pass-through,
sublicense or open source basis, which Third Party Software may be subject to separate license agreements, as set forth in the Documentation. Licensee agrees to be bound by the terms of any such third party license agreements set forth in the then-current version of the Documentation. The Documentation may be amended from time to time upon Licensor's prior written notice. Licensee may use the Third Party Software, as hereinafter defined, provided by Licensor hereunder pursuant to this SLMA only in conjunction with Licensor's Licensed Products and only in accordance with this SLMA and the Documentation. (f) Additional Licenses. In the event that Licensee wishes to purchase additional licenses to be granted on the terms and conditions and pricing stated in this SLMA and the Scope of Work for meters in excess of the numbers designated in Exhibit A, Licensee may so indicate in writing to Licensor, which additional licenses Licensor and Siemens will consider in good faith.

6.2 Restrictions and Limitations.
(a) Downloads. Except as otherwise provided herein, Licensee agrees not to download or otherwise create any more copies of the Licensed Products than are required to operate them by the Licensed Product for the Meter Count provided, however, that Licensee may download one copy of such Licensed Products for purposes of backup. (b) Excluded Uses. Licensee may not (i) sublicense, distribute, pledge, rent, lease, or commercially share (including timeshare) the Licensed Products or Deliverables or provide subscription services to do so, or (ii) use the Licensed Products or Deliverables for purposes of providing a service bureau, including without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or for any similar services.
(c) No Reverse Engineering. Licensee shall not and shall not permit its authorized users or any third party to, translate, reverse engineer, decompile, recompile, disassemble, update, or modify all or any part of the Licensed Products or Deliverables, or merge the Licensed Products or Deliverables into any other software or system, except as contemplated by the Scope of Work.
(d) No Export. Licensee shall not export the Licensed Products outside of the United States without Licensor's prior written permission, which Licensor Licensor shall not unreasonably withhold or deny.
(e) Open Source. If either party uses Open Source in conjunction with the Licensed Products, such party shall ensure that its use of Open Source does not (i) create, or purport to create, obligations of use with respect to the other party's software; or (ii) grant, or purport to grant, to any third party any rights to such other party's intellectual property. Without limiting the generality of the foregoing, neither party shall combine the Licensed Products with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Licensed Products or any Deliverables to become subject to the terms of the GPL.
(f) Third Party Access. The licenses Licensor grants to Licensee pursuant to this Article 6 are limited to use by Licensee's employees and permitted Representatives.

Licensee shall not allow any third party except permitted third party Representatives to have access to the Licensed Products, Documentation or Deliverables without Licensor's prior written consent
(g) Third Party Software. Licensee must not publish the results of any benchmark study test that is run on the Third Party Software and shall have no right to bring claims directly against Third Part Software providers.

ARTICLE 7: OWNERSHIP; MARKINGS; GOVERNMENT CONTRACTS

7.1 Title and Retention of Rights. As between Licensor and Licensee, Licensor shall own all rights, title, and interest in the Licensed Products and Documentation. Other ownership rights regarding Licensee and Siemens are set forth in the Scope of Work. Neither party will have any right title, or interest in any Third Party Software, except to the extent granted to such party by the applicable third party or sublicensed to such party hereunder.

7.2 Proprietary Markings. Licensee shall preserve all Licensor and third party copyright notices and other proprietary markings any time it downloads or otherwise copies the Licensed Products and Documentation.

7.3 Government Contracts. Each Licensed Product and Deliverable and the Documentation constitute a "commercial item," "commercial computer software" and/or "commercial computer software documentation" as defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or subsequent citation. Accordingly, in the event that Licensee acts as an agency of the US Government or uses a Licensed Product, the Deliverables or the Documentation on behalf of the US Government, then, consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of such Licensed Product(s), Deliverables or the Documentation by or for the US Government will be governed solely by the terms of this SLMA and prohibited except to the extent expressly permitted by the terms of this SLMA.

ARTICLE 8: DELIVERY AND ACCEPTANCE

8.1 Delivery. Upon execution of this SLMA by the parties and payment in full to Siemens of all license fees due for the Licensed Products as set forth in the Scope of Work, Licensor will make the Licensed Products and Documentation available for the Licensee's download from Licensor's website.

8.2 Acceptance. The procedures for Licensee's Acceptance of the Licensed Products and Deliverables are as set forth in the Scope of Work.

ARTICLE 9: SUPPORT SERVICES

9.1 Initial Support Services. Commencing on the delivery date set forth in Section

8.1 above, Licensor will provide Support Services to Licensee for a period of 365 days (the "Initial Support Period"), subject to payment of the Support Fees to Siemens as set forth in the Scope of Work.

9.2 Extended Support Services. On the anniversary of the delivery date set forth in Section 8.1 above (i.e., upon expiration of the Initial Support Period), Support Services will automatically continue for subsequent 365-day periods (each such period, an "Extended Support Period") at an annual fee as set forth in the Scope of Work, unless Licensee notifies Siemens in writing of Licensee's intention not to continue Support Services no later than forty- five (45) days before any anniversary of the delivery date set forth in Section 8.1 above and/or fails to pay Siemens' invoice for such Extended Support Period within thirty (30) days of the date of such invoice.

9.3 Effect of Support Discontinuation. Licensee's license to use the Licensed Products, Deliverables and Documentation under this SLMA will not terminate merely because Licensee, at any time, discontinues Support Services, provided that Licensor shall have no obligations under this Article 9 upon such discontinuation.

9.4 Service Levels. The Service Levels shall be subject to change from time to time with reasonable advance notice to Licensee. Licensor's obligation to provide Support Services at its then-current Service Levels is subject to Licensee's providing 24x7 direct VPN access for Licensor support staff on Licensee's systems.

9.5 Scope of Support Services. Subject to the timely payment of all Support Fees to Siemens, Licensor will provide Support Services for the current and previous two Releases of the Licensed Product (for such previous Releases for Severity 1 and Severity 2 issues).

Support is only provided for the most current Update for each Release. Upon payment by Licensee of the Support Fees, the most current Releases that are then generally available shall be deemed Licensed Products, and all references to Licensed Products in this SLMA and the Scope of Work shall be deemed to include the Release. Siemens will provide Tier 1 Customer Support Services, and Licensor will provided Tier 2 and Tier 3 Customer Support Services.

These services are specified defined above and described in further detail in Exhibit B, which may be changed by Licensor from time-to-time upon written notice to Licensee. Licensor and Siemens shall have no obligation to provide Support Services for adaptations or derivative works of the Licensed Product unless agreed in writing.

9.6 Content and Control of Support Services. Support Services include, subject to Licensor's then-current standard terms: (a) the right to receive all Releases and Updates at no additional cost; (b) a direct response (by email, telephone or otherwise, in Licensor's discretion) to Licensee's Contract Administrator with respect to inquiries concerning the performance, functionality, operation of or deficiencies in the Licensed Products; and (c) commercially reasonable efforts to resolve problems or performance deficiencies of the Licensed Products according to the Service Levels. Licensor will have the sole right to control and directly supervise the method, manner and details of the Support Services.

ARTICLE 10: RECORDS AND RIGHTS TO AUDIT

10.1 Periodic Accounting Reports. Within the first month following the end of each calendar quarter, Licensee shall generate a report that documents Licensee's Meter Count as of the last day of such quarter. Licensee shall furnish such report to Siemens upon request. If the Meter Count provided by the report is greater than the number covered by the then-current version of Exhibit A, then Licensee shall report the current count to Siemens, the parties shall execute an Exhibit A addendum as provided in Section 6.1(f) above, and Siemens will invoice Licensee for, and Licensee shall pay, the appropriate amount.

10.2 Audit of Books and Records. Licensee shall maintain at its principal place of business full, accurate, and complete books of account and records pertaining to this SLMA and the Scope of Work, reflecting the Meter Count, and such other sufficiently detailed information as may be reasonably required to permit the written reports provided for in this SLMA and the Scope of Work to be made and the additional license fees payable thereunder, if any, to be determined. Licensee shall make such books and records open to inspection and audit during usual business hours, from time to time, upon reasonable advance notice, by Licensor or Licensor's designated representatives or independent auditors, who shall be entitled to copy extracts therefrom. Licensor's right to audit includes any of Licensee's records reflecting information either provided to or maintained for any regulatory agencies or authorities or industry associations pertaining to the Licensed Products and/or Deliverables. Such books and records are to be maintained for at least three (3) years after the period to which they pertain or until any dispute to which they pertain is finally resolved, whichever period is longer. Licensee shall cause its appropriate employees and agents to cooperate with Licensor in connection with such audits.

10.3 Costs. In the event that Licensor requests an audit of Licensee's books and records, Licensor will bear all audit expenses; provided, however, that should such audit reveal a deficiency in the fees paid by Licensee of greater than five percent (5%) in any calendar quarter, then Licensee will bear the entire cost of the audit and shall promptly pay Siemens any amounts shown to be due.

10.4 Facilities Inspections. Licensor has the right at any time during normal business hours, upon reasonable advance notice, to visit and inspect Licensee's facilities, and all operations by Licensee conducted in connection with this SLMA and/or the Scope of Work, and all equipment and materials (including but not limited to the Licensed Products and Deliverables) utilized by Licensee in so doing. Licensee shall cause its appropriate employees and agents to cooperate with Licensor and to provide reasonable assistance to Licensor in connection with such facilities inspections.

ARTICLE 11: LIABILITY

11.1 Disclaimer of Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS

SLMA FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL

DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS SLMA OR THE OPERATION OR USE OF THE LICENSED PRODUCTS.

DOCUMENTATION, SUPPORT SERVICES, OR DELIVERABLES, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION. AS MAY ARISE FROM LOSS OF DATA OR

PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR

OTHER BENEFITS, AND DAMAGE TO EQUIPMENT, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Limitation of Liability NOTWITHSTANDING ANY OTHER PROVISION OF

THIS SLMA, NEITHER PARTY'S LIABILITIES UNDER THIS SLMA, WHETHER UNDER

CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL EXCEED DIRECT

DAMAGES, IN THE CASE OF CLIENT, EQUAL TO THE AMOUNT DUE FROM CLIENT TO SIEMENS IN THE EIGHTEEN (18) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING

RISE TO THE CLAIM, AND, IN THE CASE OF EMETER, THE AMOUNT ACTUALLY PAID BY CLIENT TO SIEMENS IN THE EIGHTEEN (18) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM. THE FOREGOING SENTENCE SHALL NOT APPLY

WITH RESPECT TO LIABILITY ARISING OUT OF, RESULTING FROM OR RELATING TO EITHER PARTY'S OBLIGATIONS UNDER ARTICLE 12 (CONFIDENTIALITY) AND ARTICLE 16 (INDEMNIFICATION).

ARTICLE 12: CONFIDENTIALITY

12.1 Obligation to Maintain Confidentiality. During and after the term of this SLMA, Recipient shall, and shall cause each of its Representatives to, keep the Confidential Information confidential. Without limiting the generality of the previous sentence. Recipient shall not, and shall cause its Representatives not to (a) disclose any of the Confidential Information, except (i) with the prior written consent of Discloser's Contract Administrator or (ii) as otherwise expressly permitted by the terms of this SLMA or the Scope of Work; or (b) use any of the Confidential Information in any way detrimental to Discloser. Licensee shall be responsible for any act or omission of its Representatives, and Licensor shall be responsible for any act or omission of its Subcontractors, in violation of this SLMA or the Scope of Work. If reasonably requested, Licensee agrees to require its Representatives who will have access to Licensor's Confidential Information, and Licensor agrees to requires its Subcontractors who will have access to Licensee's information, to execute a nondisclosure agreement prior to gaining access to any Confidential Information.

12.2 Unauthorized Use. Recipient shall promptly notify Discloser in writing with

respect to any unauthorized use or disclosure of the Confidential Information of which it becomes aware and shall assist Discloser in remedying such unauthorized use or disclosure.

Any such assistance or acceptance of the assistanc shall not constitute a waiver of any rights of Discloser to recover for a breach of this Article 12.

12.3 Permitted Disclosees. Recipient may disclose
Confidential Information to only
those of its Representatives who (a) require the Confidential Information (but to the extent practicable, only the part that is required) and (b) are informed in writing by Recipient of the confidential nature of the Confidential Information.

12.4 Compelled Disclosures. If Recipient or any of its Representatives becomes legally compelled or is required in any case by a governmental authority or law to make any disclosure of Confidential Information, Recipient shall: (a) notify Discloser in writing as soon as reasonably practicable; (b) consult with Discloser in its attempt to obtain an injunction or other appropriate remedy to prevent such disclosure; and (c) use its best efforts to make appropriate legal objections to the disclosure of Confidential Information and/or obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that is disclosed. Subject to the foregoing. Recipient or the applicable Representative may furnish that portion (and only that portion) of the Confidential Information that Recipient or the Representative is legally compelled or otherwise required to disclose.

12.5 Injunctive Relief. Recipient acknowledges and agrees that, because an award of money damages is inadequate for any breach of this Article 12 by Recipient or any of its Representatives, and any such breach will cause Discloser irreparable harm, in the event of any such breach or threatened breach, Discloser is entitled to equitable relief, including injunctive relief and specific performance.

ARTICLE 13: TERM AND TERMINATION

13.1 Term.
(a) Agreement Term. This SLMA will become effective upon execution by the parties and will continue in effect thereafter unless and until terminated in accordance with this Article 13.
(b) License(s) Term. If Licensee has paid in full all license fees due under the Scope of Work, then the licenses granted hereunder will continue in effect regardless of any termination of this SLMA, except a termination for a License Termination Breach.

13.2 Termination for Breach. If a party materially breaches this SLMA and such breach remains uncured for thirty (30) days after receipt of written notice from the nonbreaching party requesting cure of the breach, the nonbreaching party may terminate this SLMA with immediate effect by written notice to the breaching party, provided that the license granted hereunder, and all surviving provisions, shall continue in effect except in the event of a License Termination Breach.

13.3 Other Terminations. If either party files a petition in bankruptcy (or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the effective filing date thereof); or is or becomes insolvent; or admits of a general inability to pay its debts as they become due; then the other party will have the right to terminate this SLMA effective upon notice from the other party. Notwithstanding the foregoing, in the event of Licensor's bankruptcy pursuant to the United States Bankruptcy Act ("USBA"), and an attendant rejection of this SLMA or any license or assignment granted hereunder or thereunder pursuant to USBA Section 365, the parties intend that the provisions of the USBA will apply, and Licensee will be entitled to retain possession of all "Embodiments of Intellectual Property" as defined by applicable law that Licensor delivers to Licensee under this SLMA, and, to the extent permitted by law, retain the license rights granted thereunder, subject to: (a) any payment obligations hereunder; and (b) Licensor's rights in the Licensed Products, Documentation, and Deliverables.

13.4 Effects of Termination. Upon termination or expiration of this SLMA for any reason: (a) the parties shall comply with their respective post-termination obligations, if any, as set forth herein and in the Scope of Work; and (b) in the event of a License Termination Breach, Licensee shall deliver to Licensor (or, at Licensee's option with Licensor's consent, destroy and provide Licensor with a certificate signed by an executive officer of Licensee attesting to the destruction of) all copies (including backup or archival copies) of the Licensed Products, Documentation, and Deliverables remaining in the possession of Licensee or any third party that acquired any such copy through Licensee. As set forth in Section 9.3 above, an election by Licensee to terminate Support Services shall not constitute a termination of this SLMA or the Scope of Work. Licensee's right to use the Licensed Products and Deliverables will continue in perpetuity unless this SLMA or the Scope of Work is terminated for a License Termination Breach.

14.2 Delivery of New Source Code into Escrow. When and if, from time to time during a paid Support Period (Initial or Extended), Licensor provides Licensee with an Release to the Licensed Product(s), Licensor shall within a reasonable time thereafter deposit the Release. For the avoidance of doubt, eMeter shall not deliver into escrow any source code with respect to Third Party Software.

14.3 Escrow Fees. Licensee will bear all fees and expenses charged by the escrow agent with respect to Licensee's right to access the escrow account. Licensor will not be required to reimburse Licensee for any such fees, expenses, or other charges billed to Licensee by the escrow agent, except as may be otherwise expressly agreed in writing by Licensor.

14.4 Release Events for Source Code Escrow Package. The Source Code Escrow Package release events and procedures shall be as set forth in the Escrow Agreement.

ARTICLE 15: REPRESENTATIONS, WARRANTIES AND COVENANTS

15.1 Mutual Representations. Each party represents to the other that it: (a) has full right, power, and authority to enter into this SLMA; (b) has taken all necessary action to authorize this SLMA; (c) is a corporation or other entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or other formation; and (d) is duly qualified and authorized to do business wherever the nature of its activities or properties requires such qualification or authorization.

15.2 Licensor Representations and Warranties. Licensor further represents and warrants as follows:
(a) Licensed Products Warranty. Commencing on the Go Live Date , and for a period of ninety (90) days thereafter, the Licensed Products (when used in the operating environment specified in the Documentation) will perform substantially in accordance with the Specifications applicable thereto in all material respects. Commencing on the final Acceptance under the Scope of Work, and for a period of ninety (90) days thereafter, the Deliverables (when used in an operating environment specified in the Documentation) will perform substantially in accordance with the Specifications applicable thereto in all material respects. Licensor does not warrant that the performance of the Licensed Products or Deliverables will be uninterrupted or error free. Licensor shall make reasonable efforts to correct any reproducible errors in the Licensed Products or Deliverables that cause them to fail to perform substantially in accordance with this limited warranty provided that Licensee reports such errors in writing during the applicable warranty period. THE PROVISION OF SUCH CORRECTIONS BY EMETER IS

LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY STATED IN THIS SECTION 15.2(a).
(b) Exceptions to Limited Warranty. The limited warranty stated in Section 15.2(a) shall not apply to any error or deficiency in the Licensed Products or ARTICLE 14: SOURCE CODE ESCROW

14.1 Delivery of Source Code into Escrow. Concurrently with the execution of this SLMA and the Scope of Work, Licensor shall name and retain Licensee as a beneficiary under eMeter's established software escrow agreement, a copy of which is attached hereto as Exhibit C (the "Escrow Agreement").

SIEMENS PLEASE PROVIDE THIS EXHIBIT IT IS

MISSING I
Deliverables that Licensor reasonably determines was caused by (i) Licensee's or its contractor's modifications; (ii) operation of software other than the Licensed Products or Deliverables (for example, an operating system or database software or plug-ins provided by Licensee or provided by any third party to Licensee) or any hardware or other equipment used by Licensee; (iii) use of the Licensed Products or Deliverables in conjunction with Licensee data that does not conform with the format of data as specified in the Documentation; or (iv) Licensee misuse of the Licensed Products or Deliverables. In the event that Licensor provides error correction services and, in doing so, reasonably determines that the error was not caused by the Licensed Products or Deliverables, Licensor will be entitled to charge, and Licensee shall pay, for the time and materials expended at Licensor's then-standard commercial rates. (c) Licensor Services Limited Warranty. Licensor warrants for ninety (90) days after the performance of any Support Services under this SLMA, , that it will perform such services in a good and workmanlike manner, in accordance with generally-accepted industry standards. Licensor shall re-perform the relevant services or, in Licensor's sole discretion, refund to Licensee the pro rata portion of the fees paid by Licensee under the Scope of Work allocable to the nonconforming services, provided that Licensee reports the applicable non-conformity of the services during the applicable warranty period. SUCH RE-

PERFORMANCE OR REFUND BY LICENSOR IS LICENSEE'S SOLE AND EXCLUSIVE

REMEDY WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY STATED IN THIS SECTION 15.2(c).

15.3 Third Party Software Warranty. Third Party Software is warranted on a pass- through basis in the same manner and for the same period and extent provided by the original software manufacturer.

15.4 Intellectual Property Representation.
(a) Licensor's Intellectual Property. Licensor represents and warrants that, as of the Effective Date (for the Licensed Products) and as of the Acceptance (for any Deliverables), neither the Licensed Products nor the Deliverables, nor the use thereof by Licensee, infringes or violates, in the United States, any third party's copyrights, patents, trademarks, trade secrets or other intellectual property rights. (b) Licensee's Intellectual Property. Licensee represents and warrants that, as of the date it gives Licensor access to any Licensee Works, neither the Licensee Works nor the use thereof by Licensor infringes or violates, in the United States, any third party's copyrights, patents, trademarks, trade secrets or other intellectual property rights.

15.5 Disclaimers.
(a) Provided As Is. EXCEPT AS SPECIFIED IN THIS ARTICLE 15, THE LICENSED PRODUCTS. DOCUMENTATION, AND SUPPORT SERVICES PROVIDED UNDER THIS SLMA ARE PROVIDED "AS IS".
(b) Excluded Warranties. EXCEPT AS SPECIFIED IN THIS ARTICLE 15,

ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER REPRESENTATIONS AND

WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE. OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EXCEPT AS SPECIFIED IN THIS ARTICLE 15, NO WARRANTY IS MADE (i) THAT THE LICENSED PRODUCT(S), SUPPORT SERVICES.

AND THE DELIVERABLES WILL MEET LICENSEE'S REQUIREMENTS, OR (ii) THAT THE

LICENSED PRODUCTS AND DELIVERABLES WILL OPERATE WITHOUT ERRORS OR INTERRUPTIONS.
(c) No Licensee Changes. Neither Licensee nor any of its representatives is authorized to make any modifications, extensions or additions to this warranty. (d) Third Party Services. Licensor disclaims all warranties in respect of, and in no case will be liable for, any services provided by third party vendors, developers, or consultants except Subcontractors.

ARTICLE 16: INDEMNIFICATION

16.1 Indemnification. Licensor shall indemnify Licensee and defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon, arises out of, or relates to: (a) a breach of Licensor's representation and warranty set forth in Section 15.4(a); (b) an act or omission of any Subcontractor of Licensor. Licensor will pay all reasonable costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.

16.2 Licensee Indemnity. Licensee shall indemnify Licensor and defend at its own expense any action against Licensor brought by a third party to the extent that the action is based upon, arises out of, or relates to: (a) a breach of the representation and warranty set forth in Section 15.4(b); or (b) an act or omission of any third party Representative. Licensee will pay all reasonable costs and damages finally awarded against Licensor in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.

16.3 Confidentiality Indemnity. Recipient shall indemnify and defend Discloser against all Losses arising out of or relating to any violation of Article 12 of this SLMA.

16.4 Conditions. The Indemnifying Party's obligations under this Article 16 are conditioned on (a) the Indemnified Party notifying the Indemnifying Party promptly (but in no event more than ten (10) days after the Indemnified Party becomes aware of an applicable action) in writing of such action, (b) the Indemnified Party giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and (c) the Indemnified Party cooperating with the Indemnifying Party in such defense (including, without limitation, by making available to the Indemnifying Party all documents and information in the Indemnified Party's possession or control that are relevant to the action, and by making the Indemnified Party's personnel available to testify or consult with the Indemnifying Party or the Indemnifying Party's attorneys in connection with such defense).

16.5 Infringement by Licensed Products or Deliverables. If a Licensed Product or Deliverable becomes or in Licensor's opinion is likely to become the subject of an infringement or misappropriation claim, Licensor may, at its option and expense, either (a) procure for Licensee the right to continue using the relevant Licensed Product or Deliverable, (b) replace or modify the relevant Licensed Product or Deliverable so that it becomes non-infringing, or (c) if neither (a) nor (b) is commercially feasible, terminate Licensee's right to use the relevant Licensed Product or Deliverable and give Licensee a refund or credit for the license fees actually paid for the infringing component(s) thereof, less a reasonable allowance for the period of time Licensee has used that Licensed Product or Deliverable.

16.6 Exclusions.
(a) Limitation's on Licensor's Obligations. Notwithstanding Section 16.1, Licensor
will have no indemnification obligation
to the extent a claim is based upon (i) any use
of a Licensed Product or Deliverable not
in accordance with this SLMA or the Scope of Work,
respectively; (ii) any use of a Licensed Product or Deliverable in combination with the Licensee Works or other products, equipment, software, or data not supplied by Licensor (iii) any use of any release of a Licensed Product other than the most current release made available to Licensee; (iv) any modification of a Licensed Product or Deliverable made by (A) any person other than Licensor, or (B) Licensor based upon, or to comply with, designs, specifications, or other information provided by or at the direction of Licensee or its providers; or (v) the willful misconduct or the negligent act or omission of Licensee. (b) Limitations on Licensee's Obligations. Notwithstanding Section 16.2, Licensee will have no indemnification obligation to the extent a claim is based upon (a) any use of a Licensee Work not in accordance with this SLMA or the Scope of Work, respectively; (b) any use of a Licensee Work in combination with the Licensed Product or deliverables or other products, equipment, software, or data not supplied by Licensee; (c) any modification of a Licensee Work made by any person other than Licensee; or (e) the willful misconduct or the negligent act or omission of Licensor.

16.7 Entire Liability. This Article 16 states the Indemnifying Party's entire liability and the Indemnified Party's sole and exclusive remedy for infringement and misappropriation claims and actions.

16.8 Assumption of Defense. If the Indemnifying Party fails to assume the defense of any actual or threatened action covered by this Article 16 within the earlier of (a) any deadline established by a third party in a written demand or by a court, or (b) thirty (30) days after notice of the claim, the Indemnified Party may follow such course of action as it reasonably deems necessary to protect its interest and shall be indemnified for all costs reasonably incurred in such course of action; provided, however, that the Indemnified Party shall not settle a claim without the consent of the Indemnifying Party, which shall not be unreasonably withheld.

ARTICLE 17: GENERAL PROVISIONS

17.1 Covenant of Cooperation and Good Faith. The parties covenant to cooperate timely and diligently, with due consideration of the goals, objectives and purposes of this SLMA and all exhibits and attachments hereto, to facilitate the performance of their respective duties and obligations in a commercially-reasonable manner. Further, the parties agree to deal and negotiate with each other in good faith in the execution and implementation of their duties and obligations hereunder.

17.2 Independent Contractor Relationship. The parties will act as and be deemed to be independent contractors. Neither party nor any of its employees will act as, nor be deemed to be, an agent or employee of the other party.

17.3 Further Assurances. Licensee will render all customary and reasonable assistance to Licensor, at Licensor's expense, including, without limitation, execution and delivery of any documents reasonably requested by Licensor to secure, perfect, register and enforce all of Licensor's intellectual property rights in and to the Licensed Products, Documentation, and Deliverables, and to carry out the intent of this SLMA.

17.4 Assignment and Delegation.
(a) Assignment. Licensor may assign its rights under this SLMA to any purchaser of all or substantially all of Licensor's assets. Except as aforesaid, neither party shall assign, transfer or otherwise dispose of any of its rights, obligations or duties under this SLMA without the prior written approval of the other party, which shall not be unreasonably withheld or delayed. A change of control of Licensee will be deemed an assignment that is subject to this Section 17.4(a). Any other assignment or transfer made without the express consent of the nonassigning party will be null and void.
(b) Delegation. Licensor may subcontract for, or otherwise use third parties to perform any portion of, the Support Services under this SLMA, without the prior written approval of Licensee; provided, however, that Licensor will not be relieved of any duty or liability relating to such services by reason of such subcontracting.

17.5 Compliance with Laws. The parties will comply with federal, state, and local laws that may affect their respective performances under this SLMA. In the event that Licensor permits Licensee to export the Licensed Products pursuant to Section 6.2(d) of this SLMA, Licensee shall comply with all export control laws.

17.6 Safety and Security. Each party agrees, at all times while this SLMA remains in effect, to abide by all reasonable standards, guidelines, and procedures conveyed to such party in writing by the other party pertaining to the security and protection of software, information or computer systems or equipment

17.7 Governing Law and Venue. The laws of the State of California, excepting any conflicts of laws provisions that would require the application of another jurisdiction's laws, govern this SLMA and the Scope of Work and any disputes that arise out of or are related to this SLMA and/or the Scope of Work. The parties agree that neither this SLMA nor the Scope of Work are contracts for the sale of goods; therefore, this SLMA and the Scope of Work are not to be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act, or any references to the United National Convention on Contracts for the International Sale of Goods. The parties hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting (or having jurisdiction over any entity with a principal place of business) in Santa Clara County, California for the purpose of any action that arises out of or relates to this SLMA or the Scope of Work brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this SLMA or the Scope of Work may not be enforced in or by any of the courts identified herein.

17.8 Entire Agreement This SLMA (including all exhibits, attachments, addenda, and schedules to this SLMA) constitutes the entire agreement between the parties and all prior statements, representations, writings, negotiations, undertakings, understandings and agreements between the parties relating to the subject matter of this SLMA are superseded hereby.

17.9 Force Majeure. Changes in the scope of any services, unforeseeable changing conditions of law, unforeseeable and unreasonable schedule delays, or other events beyond Licensor's reasonable control, including Force Majeure events, may require contract price and/or date of performance revisions to be agreed upon by both parties. Neither party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such obligation is prevented or delayed by any cause beyond the reasonable control of the affected party, including without limitation: (a) any Force Majeure; or (b) to the extent due to failure of any third party (other than Licensor's Subcontractors hereunder) to provide software or support that is needed to carry out any Services. The party affected by an event described in this Section 17.9 shall use its reasonable efforts to minimize the delays caused by such events. Each party shall notify the other in writing as promptly as practicable of the occurrence of a Force Majeure event hereunder.

17.10 Non-Waiver of Rights. Waiver by either party of any breach of this SLMA or the Scope of Work, or the failure of either party, at any time, to enforce any of the provisions of this SLMA or the Scope of Work, will not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance with the same or other articles or provisions.

17.11 Survival. No termination, cancellation or expiration of this SLMA or the Scope of Work, in whole or in part, will be deemed to relieve the parties of any obligations relating to this SLMA that, by their nature, survive, including, but not limited to, the provisions of Articles 6 (License Grants and Limitations), 7 (Ownership; Markings; Government Contracts), 11 (Liability), 12 (Confidentiality), 15 (Representations. Warranties and Covenants), 16 (Indemnification), and 17 (General Provisions).

17.12 Severability. In the event any provision of this SLMA is held to be void, unlawful or otherwise unenforceable, that provision is to be severed from the remainder of the SLMA and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the SLMA, as so modified, will continue to be in full force and effect

17.13 Publicity. Licensor shall have the right to issue a press release regarding this SLMA upon the prior written approval of Licensee, which shall not be unreasonably withheld or delayed. No other information relative to this SLMA will be released for publication, advertising or any other purpose without the prior written approval of Licensee. Licensor is expressly prohibited from using Licensee's name in any publication or advertising without the prior approval of Licensee, which shall not be unreasonably withheld.

17.14 Binding on Successors and Assigns. This SLMA will inure to the benefit of and be binding upon the undersigned parties, and their respective legal representatives, and permitted successors and assigns.

17.15 Third Party Beneficiaries. Except as expressly provided herein, this SLMA is entered into solely between, and may be enforced only by, Licensor and Licensee. Except with respect to Oracle Corporation and Siemens, which shall be third party beneficiaries to this SLMA, this SLMA is not to be deemed to create any rights or causes of action in or on behalf of any third parties, including without limitation, employees, vendors and customers of a party, or to create any obligations of a party to any such third parties.

17.16 Notices. All notices required by law or under the terms of this SLMA will be given writing by overnight courier, hand delivery, or registered or certified mail (return receipt requested), to the Contract Administrator of the other party at the address in Exhibit A of this SLMA. In the case of overnight courier or certified or registered mail, the receiving party shall consider such notices given when sent (shipping or postage prepaid). Either party may change its address or Contract Administrator by a notice to the other party in the manner set forth in this Section 17.16.

17.17 Headings. The headings of the various provisions of this SLMA are for convenience of reference only and will have no significance in the interpretation or construction of this SLMA.

17.18 Conflicting Terms. In the event of any conflict between the provisions of this SLMA and any other documents attached hereto and/or incorporated herein by reference, this SLMA (as amended from time to time) shall govern.

17.19 Amendments, Modifications, or Supplements. This SLMA may not be amended, modified, or supplemented, in whole or in part, except by a writing executed by duly authorized representatives of both parties.

17.20 Duty to Mitigate. Each party has a duty to mitigate the damages that would otherwise be recoverable from the other party pursuant to this SLMA and all exhibits and attachments hereto and thereto by taking appropriate and reasonable actions to reduce or limit the amount of such damages.

17.21 No Construction against Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement is to be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement will not apply to the terms and conditions of this SLMA.

17.22 Counterparts. This SLMA (and, where appropriate, any other exhibit, attachment, addendum, or schedule hereto) may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument
The parties have signed this SLMA acknowledging their agreement to its provisions as of the Effective Date.

Title: President
"Licensor"

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

ATTEST:
~ ROD DIRIDON, JR.

City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax Number: (408) 241-6771
"Licensee"

EXHIBIT A

PRODUCT SCHEDULE
ORDERED PRODUCTS:

The following software programs shall be deemed Licensed Products under the SLMA and are included in the original software license purchase.

The Base Price includes the right to use the Licensed Products for 88,000 meters (plus any increase in the number of meters Licensee serves due to Organic Population Growth).

LICENSED PRODUCTS
EnergyIP Core System
Application Modules:

VEE
Advanced Billing
Aggregation
Remote Disconnect/Connect
Adapter and Importers:

Data Importer - Itron MVRS
Data Importer - Itron MV90
AMI Adapter - to be determined
Authorized Third Party Representatives:

None
Contract Administrators:

CONTRACT ADMINISTRATOR FOR
Licensee:

Larry Owens
1500 Warburton Avenue
Santa Clara, CA 94040
PHONE: (408) 615-6644
FAX: (408) 249-0217
EMAIL: [email protected]

CONTRACT ADMINISTRATOR FOR
EMETER:

Elisa W. Smith
2215 Bridgepointe Parkway; Suite 300
San Mateo, CA 94404
PHONE: (650) 227-7770
FAX: (650) 227-7771
EMAIL: [email protected]

EXHIBIT B

MAINTENANCE SERVICE LEVELS
To provide timely response to support issues as well as a constructive resolution, eMeter has established the following support guidelines. These goals are not to be interpreted as a guarantee for response and/or resolution but should serve as a guideline for eMeter's working relationship.

Licensor tracks issues from the time reported to the time the issue is resolved with priority response given to the highest severity issues. Licensee may also request high priority attention to an issue if it seriously impacts Licensee's business or if eMeter's response time is not satisfactory.

All issues are closed when a resolution or fix is available to eMeter's customers. If Licensee is not satisfied with the resolution, Licensee may request that the issue be re-opened.

Severity Issue Impact/Description Initial Contact Target Response 1 Catastrophic Failure - all work has
halted or a work stoppage is imminent.

The application system is unavailable or
unusable.
1 Hour 4 Hours
2 Application Inoperable/Data Corrupted
- an application in the system is not
working or has limited capability and
the problem significantly impacts the
customer. Or, data is being corrupted
and work must be stopped to avoid
further corruption/loss of data.
1 Hour 8 Hours
3 Feature not working as documented -
application has issues that can impact
customer but that do not stop customer
from performing daily business. Or,
issues for which there is a reasonable
workaround.
8 Hours 1 week
4 Informational Question/Cosmetic Issue
- problem/question with day-to-day
operational issues, cosmetic problem
with user interface, error in
documentation
3 Business
Days
10 Business Days
5 Enhancement Request - request from
customer for new features or changes
in the functionality of existing features.
10 Business
Days
30 Business Days

EXHIBIT C

ESCROW AGREEMENT
lS2ns
Software Source Code Escrow Agreement
This Agreement is between the Depositor and InnovaSafe.

Licensees are enrolled as a Beneficiary.

Use This Agreement if:
• Multiple Licensees will be added and management of single or multiple deposits are needed.
• Beneficiaries is not required to sign the agreement when enrolled, but they are required to sign when a release request is made. • Beneficiary specific terms and conditions may be required. • Modi liable Agreement is required
• Services include:
o Complete client service
o Dual Vaulting - 2nd Vault Location For all Deposits
o SafeAccess- 24/7 Account Access
o FullAccess (Private Web Access 4+B)
o SafeFTP- 24/7 Internet Deposits
o Limited Deposit Verification
o Quarterly Account Status Reports
o Toll Free Telephone Support (800) 239-3989
Questions? Please call (800) 239-3989 or
Live Online Support at www.innovasafe.com
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This Software Source Code Escrow Agreement ("Agreement"), Agreement number 2630, effective as of the date signed by the Depositor ("Effective Date"), is mode and entered into by InnovaSafe, Inc. ("InnovaSafe"), a California corporation, located at 28502 Constellation Road, Valencia, California, 91355 and eMeter Corporation ("Depositor"), located at 2215 Bridgepointe Parkway, Suite 300, San Mateo, California, 94404 and each additional person or entity subscribed hereto as a beneficiary in accordance with the requirements of this Agreement (each a "Beneficiary" and collectively the "Beneficiaries"). In consideration of the covenants, conditions, warranties and restrictions contained in this Agreement, the parties agree as follows:

1. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below, unless expressly defined otherwise in this Agreement:
"Beneficiary Enrollment Form" means the form used by InnovaSafe for the addition of a Beneficiary or Beneficiaries to this Agreement in accordance with the requirements of Paragraph 3 hereof, as such form may be modified or replaced by InnovaSafe in its sole discretion from time to time during the term of this Agreement. A copy of the current Beneficiary Enrollment Form is attached hereto as Exhibit B-NS and incorporated herein.
"Description of Escrow Deposit" means a general description of the Software and the Escrow Deposit as set forth on Exhibit A attached hereto and incorporated herein. "'Escrow Deposit" or "Deposit" means the copies of the Source Code deposited with InnovaSafe by the Depositor, or otherwise held by InnovaSafe pursuant to the terms of this Agreement. "Form of Acknowledgement" means the form used by InnovaSafe and pursuant to which a Beneficiary may agree to be bound by the terms of this Agreement both as a covenant and as a condition to the making by such Beneficiary of a release request in accordance with the terms hereof, as such form may be modified or replaced by InnovaSafe in its sole discretion from time to time during the term of this Agreement. A copy of the current Form of Acknowledgement is attached hereto as Exhibit B and incorporated herein. "License Agreement" means the agreement pursuant to which Depositor licenses the Software to a Beneficiary in object code form.
"Replacement" means a Deposit relating to any complete change, modification, enhancement or alteration of the Source Code since the last Deposit which completely replaces all of the previous Deposits. "Software" means the software that as of the date hereof is licensed by the Depositor to a Beneficiary pursuant to the License Agreement, and which is generally described in the Description of Escrow Deposit. "Source Code" means the Software in source code form, including all documentation and instructions necessary to maintain, duplicate, compile, interpret and install the source code for the Software. "Update" means any modification, update or revision of any Software that is subject of the Escrow Deposits currently being held by InnovaSafe.

2. ESCROW DEPOSIT PROCEDURES

2.1 Instructions to InnovaSafe: This Agreement shall constitute instructions to InnovaSafe as escrow agent. In addition, Depositor and each Beneficiary agrees to execute, deliver and be bound by any supplemental or general policies or procedures of InnovaSafe or such other instruments or may be reasonably required by InnovaSafe in order to perform its obligations as contemplated by this Agreement.

In the event of any conflict or any inconsistency between such policies or procedures and any provision of this Agreement, the provision of this Agreement shall control. 1s2n1 v~.o
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Cl 2008 lnnovaSali:, In\:. J\II Ri&!its Rescl\ed

2.2 Initial, Additional, Duplicate Escrow Deposits : (a) Within thirty (30) days of the Effective Date of this Agreement, Depositor agrees to
deposit with InnovaSafe, copies of the Source Code
for the version of the Software as licensed
under the License Agreement. With such delivery, Depositor agrees to provide InnovaSafe with a completed Description of Deposit (Exhibit A), (b) Depositor also agrees to deposit with InnovaSafe the Source Code for each Replacement within sixty (60) days after its release, distribution, or other publication by Depositor in the ordinary course of business. With each such
delivery, Depositor agrees to provide InnovaSafe with
a completed Description of Deposit (Exhibit A), (c)
Depositor shall deliver a duplicate Escrow Deposit (including all Updates) within five (5) days of Receipt of
a written request from an authorized representative of
InnovaSafe. Without limiting the foregoing,
Depositor shall deliver a duplicate Escrow Deposit (including all Updates) to replace any previous Escrow Deposit that is impaired due to a defect
in
or natural degeneration of the recorded medium. All duplicate Escrow Deposits may not be encrypted, except for
an Update or Replacement Source Code that is
transmitted to InnovaSafe in accordance with Paragraph 2.3. (d) Notwithstanding any other provision of this Agreement, InnovaSafe shall have no obligation to return to Depositor any Escrow Deposit.

2.3 Encrypted Electronic Deliveries: Subject to the
prior
agreement of InnovaSafe and
Depositor regarding delivery and decryption protocols, Depositor shall have the option but not the obligation to encrypt and transmit the encrypted
Escrow
Deposit for each Update or Replacement Deposit
over the Internet to InnovaSafe's File Transfer Protocol site ("FTP Site"). InnovaSafe shall not be liable to
Depositor or Beneficiary for any encrypted Source Code, or any part thereof that is transmitted over the
Internet to InnovaSafe's FTP Site, but is not
received in whole or in part, or for which no notification of receipt is given by InnovaSafe pursuant to Paragraph

2.4 below.

2.4 Deposit Receipt Notification and Deposit Tracking: (a) For each Deposit, InnovaSafe
will issue a receipt to Depositor, accompanied by
a general list or description of the materials deposited.

InnovaSafe shall notify Depositor and Beneficiary of receipt of each Deposit by electronic mail ("email")
to the email address described in Paragraph 12
of this Agreement or the Depositor Enrollment Form, as
applicable, within a reasonable time following receipt by InnovaSafe of the Deposit. Deposit notificaiion
will also be promptly posted to a page
at
InnovaSafe's web site, and InnovaSafe will provide Depositor and Beneficiary with a user identification name and password in order to access the InnovaSafe page upon
which Deposit notifications are posted, (b) InnovaSafe shall provide a written reminder notificaiion to
Depositor semi-annually of Depositor's obligation to make update or replacement deposits. Within thirty (30)
days of receipt of each such notice, Depositor shall provide written notice certifying to InnovaSafe that (i) it has made the update or replacement deposits as required;
or (ii) there has not been a release of a new version of the product since the last deposit. After thirty (30)
days of receipt of notice, InnovaSafe shall notify Beneficiary that InnovaSafe has received (iii) an update or
replacement deposit from Depositor; (b) a statement from Depositor advising there has not been a release
of
a new version of the product since the last deposit; or (c) no response from Depositor.

2.5 Technical Verification of Escrow Deposit: Promptly following the receipt by InnovaSafe of an Deposit required hereunder, InnovaSafe shall perform, if and to the extent possible, the checks for
Limited Deposit Verification ("LDV") of each Deposit that are included in the then published InnovaSafe Verification Information Chart. All charges and expenses incurred by InnovaSafe in performing an LDV are included in the standard escrow fees paid hereunder. InnovaSafe shall provide an electronic copy of the LDV report to the parties
to this
Agreement. Any party may request that InnovaSafe perform a Comprehensive Deposit Verification ("CDV") of the Escrow Deposit, Any charges and expenses incurred
by InnovaSafe in carrying out a CDV will be
paid by the parly requesting the CDV, unless otherwise
agreed to in writing.

2.6 Authorization to Copy: Depositor authorizes InnovaSafe to use and copy the Escrow Deposit as determined by InnovaSafe
in its sole
discretion as necessary for the performance of its
obligations hereunder, including but not limited to, performing any Escrow Deposit verification testing as
authorized hereunder, provided, however, that the foregoing authorization does not grant, sell, assign or
otherwise transfer to lnnovaSafe any title to or
ownership of any part of the Escrow Deposit or Software, or related documentation, or any other property of Licensor, except for the media upon which the Escrow
Deposit is recorded, title to and ownership
of
which shall pass to InnovaSafe as provided herein
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2.7 Failed Deliveries: InnovaSafe will not be responsible for procuring the delivery of any Escrow Deposit, and InnovaSafe shall have no obligation to determine the physical condition, accuracy, completeness, functionality, performance or non-performance of any Escrow Deposit or whether the Escrow Deposit contains Source Code, unless otherwise required in connection with the performance by InnovaSafe of an CDV or another technical verification that has been requested and agreed to by the parties in accordance with this Agreement. InnovaSafe shall perform all of the duties required by this Agreement diligently and in good faith. Except as expressly set forth in this Paragraph 2, InnovaSafe has no duty of care, inquiry or disclosure, whether express or implied.

3. BENEFICIARY ENROLLMENT PROCEDURES

3.1 Enrollment of Beneficiaries: Depositor may designate Beneficiaries to this Agreement at any time and from time to time, in its sole and absolute discretion, provided that (a) at the time of entering into
this Agreement the Depositor
and the proposed Beneficiary are parties to a License Agreement; (b) Depositor is not in
breach
of this Agreement; and (c) all fees and costs have been paid to InnovaSafe.

3.2 Beneficiary Enrollment Form and Conditions: One or more Beneficiaries may be designated by Depositor under this Agreement upon written execution and delivery by the Depositor of the Exhibit "B-NS", Beneficiary Enrollment Form. Promptly following receipt of the Exhibit B-NS InnovaSafe shall send to the Beneficiary an enrollment letter, a copy of the Agreement and any other applicable document required hereunder. All rights and interests established hereunder for the benefit of Beneficiary are entirely conditioned upon the complete and continuous satisfaction of each of the following ("Beneficiary Release Conditions"): (a) execution of the form of acknowledgement attached hereto as Exhibit B in which Beneficiary accept and agrees to be bound by the terms, conditions and obligations set forth in this Agreement, including, but not limited to, all obligations of Beneficiary set forth in paragraph

4.5, and all obligations of Beneficiary set forth in Sections 9, 10, 11, and 12 of this Agreement. No deposit shall be released
to any
Beneficiary until the Beneficiary accepts and agrees to be bound by the terms, conditions and obligations in accordance with the requirements of this Agreement, (b) the receipt by InnovaSafe of all fees, expenses and any other amounts due and owing under this Agreement; (c) the License Agreement between the Beneficiary and Depositor remains in full force and effect, Beneficiary is not in breach thereunder, and no event has occurred which, with the giving of notice or the passage of time, would constitute a breach by Beneficiary of the License Agreement; and (d) Without limiting the foregoing, all covenants of Beneficiary set forth in this Agreement are intended and shall be construed to be continuing conditions to any and all rights and interests of Beneficiary under this Agreement, and are also intended and shall be construed to be continuing conditions to any and all obligations of InnovaSafe arising hereunder and inuring to the benefit of Beneficiary.

3.3 No Other Beneficiaries: A person or entity that has not subscribed hereto as a Beneficiary in accordance with the requirements of this Agreement, including but not limited to, any other licensees
of the Software, shall
not have any rights hereunder and InnovaSafe shall have no duties to any such persons or entities.

4. ESCROW DEPOSIT RELEASE PROCEDURES

4.1 Conditions to Enforcement: A Beneficiary shall have the right to enforce the Source Code release procedures described in this Paragraph 4 only if at the time of the requested release: (a) the License Agreement between Depositor and Beneficiary is in full force and effect, and Beneficiary is not in breach thereof; (b) the Beneficiary is not in breach of this Agreement; (c) all fees and costs then due and owing to InnovaSafe shall have been paid in full; (d) InnovaSafe has received a fully executed Exhibit B; and (e) the Beneficiary otherwise has met all Beneficiary Release Conditions set forth in paragraph 4.2

4.2 Release Conditions: The release by InnovaSafe of the Escrow Deposit to Beneficiary as further provided in this Paragraph
4, shall be
subject to the occurrence of one or more of the following conditions (each a "Release Condition"): (a) Depositor requests in writing that InnovaSafe release the Escrow Deposit to beneficiary, or (b) Depositor takes any action under any state corporation or similar law 182ns \'S.O
Accaunr# 2630
Pase 4 orl6
'-' 2008111110\'nSnrc, Inc. All llif.llls lli:1,m·cd
without limiting any other right or remedy to which InnovaSafe may be entitled, InnovaSafe shall have the right, in its sole discretion, to suspend the performance of any or all of its obligations hereunder for so long as any amount due hereunder remains unpaid in whole or in part.

6. TERM AND TERMINATION

6.1 Term: This Agreement shall have an initial term of three (3) years from the date hereof unless earlier terminated as provided herein. At the expiration of the initial term, this Agreement shall automatically renew from year to year thereafter until this Agreement is terminated in accordance with the terms hereof.

6.2 Termination for Cause: (a) Notwithstanding the foregoing, this Agreement shall terminate as to each specific Beneficiary immediately and automatically upon either the expiration of the applicable License Agreement between such Beneficiary and Depositor, or the earlier termination of the applicable License Agreement between such Beneficiary and Depositor, whichever is applicable, provided, however, that in the case of termination (as distinguished from the expiration) of the applicable License Agreement between such Beneficiary and Depositor, such termination has been effected by Depositor in accordance with the requirements of the applicable License Agreement, (b) Depositor shall have the right to terminate this Agreement as to a specific Beneficiary if such Beneficiary breaches any material term of this Agreement, provided, however, that written notice of such breach is given to InnovaSafe and the breaching Beneficiary, and the breaching Beneficiary fails to cure such breach to the reasonable satisfaction of Depositor within thirty (30) days of delivery of the notice, (c) Each Beneficiary shall have the right to terminate it's status as a Beneficiary to this Agreement if Depositor breaches any material term of this Agreement, provided, however, that written notice of such breach is given to Depositor and InnovaSafe, and Depositor fails to cure such breach to the reasonable satisfaction of the noticing Beneficiary within thirty (30) days of delivery of the notice. InnovaSafe shall be obligated to provide written notice to Depositor of any notice of a material breach of this Agreement received by InnovaSafe from any Beneficiary. A Beneficiary shall not be obligated to provide notice of a material breach by any other Beneficiary, (d) InnovaSafe shall have the right to terminate this Agreement as to all parties or as to any Beneficiary, in the event of non-payment of any fees or other amounts due and payable to InnovaSafe or its designee, or if Depositor or any Beneficiary otherwise breaches any material term of this Agreement, provided, however, that written notice of such breach is given to all applicable parties. If Depositor or the applicable Beneficiary fails to cure such breach within five (5) business days of the date such notice is delivered, then InnovaSafe shall have the right to terminate this Agreement by sending written notice of termination to all parties, and further provided, however that if payment is due from a Beneficiary and not from Depositor, then InnovaSafe may terminate this Agreement only as to that Beneficiary InnovaSafe shall have no obligation to perform any obligations under this Agreement so long as such breach remains uncured, including but not limited to, the receipt or release of any Escrow Deposit as requested under this Agreement. Any party may cure amounts past due, whether or not such party is obligated under this Agreement, (e) For purposes of this Agreement, a material breach of this Agreement shall occur, without limitation, if any parly does any of the following: (i) ceases to conduct business in its normal course; (ii) makes an assignment for the benefit of creditors; (iii) is liquidated or otherwise dissolved, (iv) becomes insolvent or unable to pay its debts as they become due; (v) is adjudicated bankrupt; (vi) suffers the appointment of a receiver, custodian, examiner or a trustee for any of its property or assets, or (v) engages in any conduct or activity constituting unfair competition, unfair trade practices, or criminal or tortious conduct that directly or indirectly causes harm to another party.

6.3 Termination Without Cause: (a) After the expiration of the initial term of this Agreement, Depositor shall have the right to terminate this Agreement without cause, in its sole discretion, by giving each Beneficiary and InnovaSafe written notice of its intent to terminate this Agreement at least forty-five (45) business days prior to the expiration of the initial term or the next renewal term, whichever is applicable. (b)Notwithstanding any other provision hereof, at any time during the term of this Agreement, InnovaSafe shall have the right to terminate this Agreement without cause, in its sole discretion, by giving Depositor and each Beneficiary written notice of its intent to terminate this Agreement at least thirty (30) days prior to the date set for termination. During such 30 day period Depositor shall have the right to provide InnovaSafe with written instructions authorizing InnovaSafe to forward all IS2ns vS.O
A"°unl# 2630
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Escrow Deposits to a source code escrow company appointed by Depositor as the successor escrow agent, and if InnovaSafe does not receive such written instructions from Depositor within the foregoing 30 day period, then InnovaSafe shall return any Escrow Deposit in its possession to Depositor, or if lnnovaSafe is not able to locate the Depositor after reasonable attempts, then InnovaSafe may destroy the Escrow Deposit. InnovaSafe shall continue to be entitled to payment at its then current fees and charges (notwithstanding the termination date specified in its notice) until the successor escrow agent accepts the escrow and receives the Escrow Deposits from InnovaSafe, or the Escrow Deposits are destroyed. (c) A Beneficiary may not terminate this Agreement, (d) This Agreement shall terminate automatically, in the event that copies of the Escrow Deposit are released to all qualified Beneficiaries as provided by this Agreement.

6.4 Consequences of Termination and Survival of Certain Obligations: (a) Upon the termination of this Agreement, the following shall apply (a) all amounts then due and owing to InnovaSafe hereunder shall be paid in full; and (b) if the termination is as to all Beneficiaries, then InnovaSafe shall immediately return any Escrow Deposit in its possession to Depositor, or if InnovaSafe is not able to locate Depositor after reasonable attempts, then InnovaSafe will destroy the Escrow Deposit (b) Upon the termination of this Agreement, all future and continuing rights and obligations established hereunder will terminate, except (a) the obligations of each party to maintain confidentiality, as defined herein, (b) the obligations of the parties which by their terms are intended to survive, (c) any claim or cause of action for breach of this Agreement, or for indemnity or contribution, existing as of the date of termination, which claim or cause of action will remain in full force and effect until such rights and obligations are fully discharged.

7. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR

7.1 Ownership of Source Code: Depositor represents and warrants to each Beneficiary and to InnovaSafe that Depositor is the sole and exclusive owner of the Source Codes for the Software and all Escrow Deposits made pursuant to this Agreement, or otherwise has the right to grant to Beneficiary the rights granted hereunder and to deposit the Source Code with InnovaSafe pursuant to the terms of this Agreement, and the grant by Depositor to Beneficiary of the rights granted hereunder and the deposits of the Source Codes with InnovaSafe pursuant to the terms of the Agreement, do not and will not conflict with, violate or infringe upon any rights or interests of any person or entity not a party to this Agreement.

7.2 Correspondence With Software: Depositor represents and warrants to each Beneficiary and to InnovaSafe that the Source Code deposited with InnovaSafe will at all times be the source code version of the current release of the Software, as offered by Depositor to the Beneficiaries or other licensees in the ordinary course of business from time to time during the term of this Agreement.

7. 3 Usability of Source
Code: Depositor represents and warrants that: (a) the Source Code is and shall be understandable and useable by a reasonably skilled programmer or other professional to understand, maintain, and correct the Software without assistance of any other person, (b) that the Software does not involve any proprietary languages or programming components that such a skilled programmer, or other professional, could not reasonably be expected to understand, except to the extent that the Escrow Deposit contains sufficient documentation to enable such a skilled programmer or other professional to understand and use such languages or components, and (c) that the Source Code includes all the devices, programming, and documentation necessary for the maintenance of the Software by the Beneficiary upon release of the Escrow Deposit pursuant to this Agreement, except for devices, programming, and documentation commercially available to the Beneficiaries on reasonable terms through readily known sources other than the Depositor.

7.4 Compliance with Laws: Depositor represents and warrants that it is solely and exclusively responsible for compliance with all applicable laws, rules and regulations including but not limited to, customs laws, import, export, and re-export laws and government regulations of any country from or to which any Escrow Deposit may be delivered in accordance with the provisions of this Agreement.

JS2111v5.0
Accaunt# 2630
l'•GO 7 orl6
.:, 2DIIK lnno\'3Snrc. lne i\ll lt11[!1':h lkscn·cd

7.5 Validity of Agreement: Depositor represents and warrants that: (a) all consents, approvals, resolutions, authorizations, actions or orders required of Depositor for the authorization, execution and delivery of this Agreement, and for the licenses and rights granted hereunder, have been obtained; (b) the execution and delivery of this Agreement, and the performance by Depositor of its obligations hereunder, does not and will not conflict with or violate any judicial or administrative order. award, judgment or decree of any state or country applicable to Depositor, or violate or conflict with any provisions of Depositor's organizing instruments, or violate or conflict with the terms of any express or implied contract between Depositor and any other person or entity; and (c) the performance by InnovaSafe of its obligations as required hereunder, docs not and will not conflict with or violate any judicial or administrative order, award, judgment or decree of any state or country applicable to Depositor, or violate or conflict with any provisions of Depositor's organizing instruments, or violate or conflict with the terms of any express or implied contract between Depositor and any other person or entity.

8. RECORDS, REPORTS, ADMINISTRATION

8.1 Records of Escrow Deposits: InnovaSafe shall maintain written records of all Escrow Deposits made by Depositor pursuant to this Agreement. InnovaSafe shall be entitled to rely on the completeness and accuracy of all information, documents and materials provided to InnovaSafe by Depositor, Beneficiary or any other person or entity, in connection with this Agreement. Depositor shall be entitled at reasonable times during normal InnovaSafe business hours and upon reasonable notice to InnovaSafe to inspect the records of Escrow Deposits maintained by InnovaSafe pursuant to this Agreement. Beneficiary shall be entitled all reasonable times during normal InnovaSafe business hours and upon reasonable notice to both Depositor and InnovaSafe, to inspect the records of Escrow Deposits maintained by InnovaSafe pursuant to this Agreement, provided, however, the right of each Beneficiary to inspect such records of Escrow Deposit shall be limited to only those records that pertain to the requesting Beneficiary.

8. 2 Reports: On a
quarterly basis, InnovaSafe shall prepare and submit via email a deposit reminder notification to Depositor, and an account history report to each current Beneficiary. If a report is returned non-deliverable to InnovaSafe, InnovaSafe shall use reasonable efforts to determine the current email address for the contact person and resend the report. If InnovaSafe is not able to determine, after reasonable efforts, the current email address for the contact person, InnovaSafe will send a report using United States Mail, First Class, to the last contact address provided by the Depositor or Beneficiary as applicable.

8.3 Confidentiality and Storage of Escrow Deposits: (a) InnovaSafe shall protect the confidentiality of the Escrow Deposit and all proprietary information of Depositor incorporated therein.

Except as otherwise required to carry out its duties under this Agreement, InnovaSafe shall not permit any unauthorized person access to the Escrow Deposit. If InnovaSafe receives any order from a court or other judicial or arbitral tribunal pertaining to the disclosure or release of the Escrow Deposit. InnovaSafe will immediately notify the parties to this Agreement unless prohibited by law. Challenge of any such disclosure or release order shall be the sole responsibility of Depositor and Beneficiary InnovaSafe does not waive its rights to present its position with respect to any such order. No party has the right to require InnovaSafe to disobey any order from a court or other judicial or arbitral tribunal. (b) InnovaSafe shall implement measures to maintain the security of all Escrow Deposits including, but not limited to, the storage of all Escrow Deposits in secured locked facilities.

9. CONFLICTING DEMANDS AND INTERPLEADER

9.1 Reliance and
Suspension of Performance:
(a) InnovaSafe shall have no responsibility for
determining the genuineness or validity of any instruction, document or other item given to or deposited with it, and in the performance of its obligations under this Agreement shall be entitled to rely upon any email or written notice, instruction or request furnished to InnovaSafe by any of the parties hereto if such instructions are believed in good faith by InnovaSafe to have been given by an officer or another authorized IS2n~ ,,s.o
Act:ovntll :!630
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representative of a party hereto. All employees of Depositor and any Beneficiary, respectively, are conclusively deemed to have proper authority to act on behalf of such party hereunder InnovaSafe shall have no responsibility with respect to the Escrow Deposit other than to follow such instructions as may be provided herein, (b) If any controversy exists between or among the Depositor and any of the Beneficiaries hereto, or with any other person or entity with respect to the Escrow Deposit or the subject matter of this Agreement, InnovaSafe shall not be required to determine the same or take any action with respect thereto, but in addition to and without limiting any other right or remedy to which InnovaSafe may be entitled, InnovaSafe shall have the right, in its sole discretion, to suspend the performance of any or all of its obligations hereunder for so long as any such conflict or controversy may exist hereunder.

9.2 Interpleader: In the event conflicting demands are made or conflicting notices are served upon InnovaSafe with respect to this Agreement or any Escrow Deposit, including but not limited to, upon the receipt of Contrary Instructions from Depositor, the parties expressly agree that in addition to the right to suspend its performance as provided in Paragraph 9.1(b) hereunder, InnovaSafe shall have the absolute right, in its sole discretion, to file an action in interpleader requiring the Depositor and Beneficiary to answer and litigate their several claims and rights among themselves. InnovaSafe is hereby authorized to comply with the applicable interpleader statutes of the State of California in this regard, and Depositor on the one hand, and each Beneficiary, on the other hand, jointly and severally agree to pay all costs, expenses and reasonable attorneys' fees incurred by InnovaSafe in connection therewith, the amount thereof to be fixed and judgment thereon to be rendered by the court in such suit. Depositor and Beneficiary agree that InnovaSafe shall be obligated to act in accordance with an order or judgment of a court of competent jurisdiction directing InnovaSafe to act with regard to disposition of the Escrow Deposit, or the final decision of an arbitrator directing InnovaSafe to act with regard to disposition of the Escrow Deposit, and Depositor and Beneficiary hereby authorize and direct InnovaSafe to not in accordance with such order of a court or decision of an arbitrator.

9.3 Proceedings. InnovaSafe shall not be required or compelled to be a party to, assist in, or otherwise participate, whether as a witness or in any other capacity, in any investigation, audit, action or proceeding, whether judicial, arbitral or administrative, instituted by Depositor, Beneficiary, or any third party (collectively, a "Proceeding"), provided, however, that in the event that InnovaSafe is made a party to or is threatened to be made a party to, or otherwise becomes involved in, any such Proceeding, then in any such case Depositor and Beneficiary each agree to pay in advance, upon receipt of written demand therefor from InnovaSafe, any and all expenses that may be incurred by InnovaSafe in connection therewith, which shall include, without limitation, attorneys' fees, disbursements and retainers, court costs, transcript costs, fees of accountants, experts and witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other expenses of the types customarily inclined in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness or other participant in a Proceeding.

10. INDEMNIFICATION OF INNOVASAFE
Depositor, on the one hand, and each Beneficiary on the other hand, agrees jointly and severally to indemnify, defend and hold harmless InnovaSafe and its directors, officers, agents and employees (collectively "InnovaSafe") from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively "Liabilities"), and will reimburse InnovaSafe for all fees and expenses (including the reasonable fees and expenses of counsel) (collectively, "Expenses") as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration and whether or not InnovaSafe is a party (collectively, "Actions"), arising out of or in connection with the services rendered or to be rendered by InnovaSafe pursuant to this Agreement, or any actions or inactions of InnovaSafe in connection with any such services or this Agreement; provided that Depositor and Beneficiary will not be responsible for any Liabilities or Expenses of InnovaSafe that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from the gross negligence or willful misconduct of lnnovaSafe in connection with any of the services, actions, or inactions referred to above.
1S2111 v5 0
Accaunt# 21i30
l'ngc 9 or 16
,, :!008 lnnov11.'i,m:. Inc:. All R11thts llcscr,cd

11. CLAIMS AND DISPUTE RESOLUTION

11.1 Mediation and Arbitration: (a) In the event of any controversy, dispute or claim between InnovaSafe and any other party hereto that arises under or otherwise relates to this Agreement, the parties agree that the dispute
shall be submitted to mediation facilitated by a mediator as mutually approved by the parties, which approval shall not be unreasonably withheld or delayed by either party ("Mediator"). The parties agree to participate in good faith in the mediation conferences Each party shall bear one-half (or its proportionate share if there are more than two parties) of the costs of the mediation, including the Mediator's fees, (b) If the parlies are unable to resolve the claim, controversy or dispute through mediation, then it shall be decided by arbitration in Los Angeles County, California, in front of a single retired judge through the Judicial Arbitration and Mediation Service or, in its absence, any similar organization providing the arbitration services of retired judges ("JAMS"). If for any reason within 30 days of an arbitration demand, any other party to the Agreement fails to state in writing that it will cooperate in selecting the sole arbitrator, then the remaining party shall select the arbitrator. If for any reason the sole arbitrator is not selected within 45 days of the written arbitration demand, then JAMS shall have sole authority to assign one of its retired judges as the arbitrator that has experience with intellectual property law. The parties shall be entitled to discovery to the full extent provided in civil actions pending in the Superior Court for Los Angeles County, with the arbitrator deciding any controversies arising during and with respect to discovery The decision of the arbitrator with respect to any issues submitted for determination shall be final and binding on all of the parties to this Agreement, provided, however that the arbitrator shall not have the power to award punitive or exemplary damages Not less than 21 days before the first scheduled session of the arbitration hearing, each party shall deliver to the other, (i) a complete list of the names of the witnesses that the party will call to testify at the hearing; and (ii) a complete and accurate copy of each document the party will offer in evidence at the hearing, excluding witnesses and documents that are used for impeachment.

11.2 Limitation of Claims and Liabilities: (a) No action or claim against InnovaSafe arising out of or in any way relating to this Agreement may be instituted more than one (1) year after the event giving rise to such action or claim, (b) InnovaSafe shall not be liable for any special, incidental, punitive, exemplary, or consequential damages (including loss of information, revenue and/or lost profits) arising out of or in any way relating to this Agreement whether foreseeable or unforeseeable or even if InnovaSafe has been apprised of the possibility of such damages. The total collective liability of InnovaSafe to Depositor and Beneficiary, and to all of their respective affiliates, representatives, agents and contractors, arising out of or in any way relating to this Agreement, regardless of whether such liability is based in contract or in tort (including breach of warranty, negligence and strict liability in tort) shall be limited to the total amount of services fees paid by Depositor to InnovaSafe pursuant to this Agreement, provided, however, that the foregoing limitation docs not apply to damages (excluding damage to the Escrow Deposit media) that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from the gross negligence or willful misconduct of InnovaSafe.

12. NOTICES

12.1 Notice and Notice Address: (a) Except as otherwise provided herein for Escrow Deposits or notices of Updates and Replacements, all notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as done by personal delivery, or electronic mail, or First Class Mail, or Certified Mail, or commercial overnight delivery service (DHL, FedEx, UPS), or facsimile transmission (b) Any correctly addressed notice that is
refused, unclaimed, or undeliverable
because of an act or omission of the parly to be notified shall be deemed effective as of the first dale that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any party may change its contact information by giving the other party notice of the change in any manner permitted by this Agreement. Any party has the option to update their contact information with InnovaSafe using the "Change of Status" form on our website, http://www.innovasafe.com/update.html.

DEPOSITOR ADDRESS:

IS2n,,•S.0
Account# 2630
l'agu 10 ur 16
l'l 20011 ln11nv11l,11k, In.:. ,\II R1gl1h JtL'>~n·cd
INNOVASAFE, INC.:

Attn: Client Services
28502 Constellation Rd.

Valencia, CA 91355
Phone: 800-239-3989
Facsimile: 661-295-5595
E-Mail: [email protected]
BENEFICIARY: As set forth in Exhibit "B-NS".

13. MISCELLANEOUS PROVISIONS

13.1 Independent Contractors: The parties are independent contractors, and no party shall be held to be a fiduciary or trustee, or to have any fiduciary obligation, to any other party, or shall be considered, by entering into or performing any obligation under this Agreement, to assume or become liable for any special duty, or any existing or future obligations, liabilities or debts of the other party No employee or agent of one party shall be considered to be an employee or agent of the other party

13.2 Complete Statement. Interpretation and Modification of Agreement: The parties hereto acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement is the complete and exclusive statement of their agreement with respect to the subject matter hereof, and supersedes all oral or written proposals, understandings, representations, warranties, covenants, and communications between the parties relating hereto.

InnovaSafe is not a party to the License Agreement and no provision of the License Agreement shall be construed to apply to InnovaSafe or otherwise give rise to any obligation of lnnovaSafe. Each party and its counsel have participated fully in the review and approval of this Agreement. Any statute or rule of law to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by Depositor and InnovaSafe, and by the Beneficiary if it affects any material right or obligation of such Beneficiary provided hereunder. No course of performance by the parties hereunder shall be deemed to constitute an amendment of this Agreement.

13.3 Waiver No waiver of a breach, failure of a condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the waiving party. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

13.4 Attorneys' Fees: In any litigation, arbitration or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration
of any rights
or obligations under this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
·--•· ,. ____ ., __ . - - -----··-Contact Name: Rori Robison Title: Contract Administrator
Street address: 2215 Hrid!!.eooint.: tkwy, Ste JOO
Cilv, State, Postal Code San Mateo, CA 94404
Phone: 650-227-7770
Facsimile; 650-227-7771 ·---- •· -~--- ·-Email: __________ rori.robison~cmc1cr.cmn ·- Purchase Order Ii f 111mlic11blc) ______ ...J:!L_
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13.5 Force Majeure: Except for obligations to make payment as indicated herein, no party shall be held responsible for any act, failure, event, or circumstance addressed herein if such act, failure, event, or circumstance is caused by conditions beyond such party's reasonable control

13.6 Due Authorization. No Third Party Rights. Partial Invalidity. Headings: (a) Each party represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership, or limited liability company action, (b) This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted, authorized and acknowledged successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement, (c) If any provision of this Agreement is held illegal, unenforceable, or in conflict with any law of any federal, state or local government having jurisdiction over this Agreement, the validity of the remaining provisions hereof shall not be affected thereby, (d) The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

13.7 Governing Law: The validity of this agreement and any of its terms or provisions, as well the rights and duties of the parties under this agreement, shall be construed pursuant to and in accordance with the laws of the State of California, and each party to litis agreement specifically agrees to submit to the jurisdiction of the courts of the State of California.

13.8 Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below the signatures.

DF.POSITOR
~ W /'L RY: ___ ___,,/DJ'('--___.__
Signature
N11111e: £1, J:.L vV, .f ,7\,f h...._
TIHe: Jt._l.rL~J.-
Dnte; lo- il- - oe
IS2ns v5.0
Account# 2630

INNOVASM'E
Name·
Title:

Date:

P1111c: I 2 ofl 6
E.\'.IIIDIT A
l)~~'>Cllll'TION o~· l)~]•OSIT
INNOVASAFJ:: AcC:OL•N r # 2630
THIS FORM MUST ACCOMPANY EACH DEPOSIT TO INNOVASAFE. PLEASE SEND ALL ~POSITS TO THE INNOVASAFE CORPORATE OFFICES.

The Ex. A can also be completed online a1: l!!!ltil~ww.in11oyasalc.c.:im:cxhjb1l~-h1ml DEPOSITOR CONTACT lNFORVIATION:

Company:

Title.

SI. Address:

Postal Code:

Telfl:

Escrow Deposit Details
Media Type (CD, DVD,
DAT etc ... ):

Number of Media:

Copies (I or 2):

Producl(s) Name:

Product Version:

Contnct:

Email:

City/State:

Country:

FaK /;:

I nditntc Im rdwn re u~cd tu
crcntc deposit:
lndlcntc operaling systems
used:
lndicnte bnclrnp
cumm:rnd/softwnn.' used:

Indicate soflwnre
compression usc1l:

Indicate whether
encryplio11/p11ssword
protection w11s used:

Wlrnl cumput~r h111~u=i~~
was the sourc~ written:

Apjlroximatc siz.c or the
unh\ on the mcdin:
(1\10/GO)
TYPE OF DEPOSIT (REQUIRED): "Plc11se Ched1 Only One BuA D Initial Deposit [J Updale Deposit D Replacement Ocposil IFTIIIS IS A !ll-;PLACl•::rn•:Yr DE PO.SIT, PLEASE INl)ICATE WHETIIER WE SIIOlJI.I) nETl 1RN OR OF.STROY THF. l'ltEVIOUS DEl'OSIT(S):

D Return OR O De.1troy (Checkin" this box authorizes l11111.1v;1S:1fc lo Des1roy the previous deposlt{s)) If this deposit is 10 be I et urned or \l~s1n1yd, please indicate in 1he space below the name and version of1he previous dcposit(s) you woultl like 10 re11lace. If you would like 10 replace all p1evious deposits select" All":

D All or Specific Deposits (list here):

IS2ns vS.O
AccouniU 2630
------------··· --- --·
C 2008 lnno,·aSafc:. Inc J\11 Rifhls Rc~crvcd
Pa~e D ofl6
Exrnurr B-NS
B£Nl::l'ICIAR\' ENRUI.L~IE!\"I' FOIIM
INNOV . .\SAFE ACCOl,NT # 2630
Pu1sunn1 10 1he 1S211s facrow Agreement ("Asrecme111"), Depositor hcrel.Jy ~,uolls tl:c fol lo\, ing as a Bcncltciary thereunder. Upon liling of this fom1 with h1nov11Snfe,1lu: below li~ted Bcncli~1:1ry ~h.ill become cnlitlcd 11, cc1ta111 rights under 1his Agrcemcn1 1ha1 relate to 1hc Source Code Dcposil(s) lislcd bclu,\ held by lnnm·aSafe. .\LL RIGHTS ESTABLISHED BV DEPOSITOH i,·oR THE BENEFIT OF BE!liEFICIARY AUE ENTmEL y CONDITIONED uroN TIIE COMPLETE AND CONTINUOUS SATISFACTION HY 81!:NEMCIAllY (ff EACH OF ITS OBLIGATIONS UNDER THE AGRF.EMF.NT, INCLliDING BUT NOT LIMITED TO, EACH OF THE BENEFICIARY RELEASE CONDITIONS SKT FORTH IN PAllAGlll\PH 3.2 OF TIIE AGREEMENT. BENEFICIARY FURTIIER AGREES TO PAY INNOVASAFE A Rl.o:LEASE REQUl::ST FEE OF S.500 PER REQl?EST FOR RELEASE CW THI-: Dt:POSIT \1ATl-:HUI. I.TSTEO ON Tm: EX B NS DUE IMMEDl,\l"l~LY AT THE SAME TIME THAT TIIE IU~I,t;ASIJ: CONDITION NOTrn: rs SllBl\11TTEDTO JNNOVASAF~ l'Ult.SUANT TO l'ARAGIUl'H U (CJ IU:LE,\SE PROCl·:DURES. rfEFICIARY INFORMATION:
npany:

Contact Name:

I
Tille:
. Street Address:

DEPOSITOR INFORJ\IATION:

Company·
Con1nc1 Nmnc:

Title:

Street Address:
! Cily, Stntc, Zip: City, Stutc, Zip·
i Country: Co11111ry:
j Tel H: Tel /l:

I Fnx #: Fai. II:

Email: Email:

PLEASE LIST wmcn SOFTWARE PACKA_G_E-(S-)~T-H-,s-B-1!:-. N-,,-,:.,-·,-c-,A-R_\_' -1s-· -t::N-.-n-·,--L-E-D:

Party r~ponsible for annual [h.:ncficiarr-cna'Ollnlcnt feC:(SCc"Exl{tbll ,.c;;·Fcc Sclu.~di:lcl:

Depositor/ Dcneliciary (Please circle or indic:11tc to the right): ------------------------' De1>0sllor
By:

Name:

Title:

Date:
lnnovnSafc, Inc.

By;
Name:

Title.

Date:

PLEASE RETURN THIS FOltM, COMPLETED AND SIGNED TO:

INNOVASAFF., INC.
28502 CONSTF.I.LATION RD
VALENCIA, CA 91355 USA
JS2ns \'S 0
Ac~o1111lij 2630
l"l 200R hmci,•nSnfo Inc /\ll l(i!lhB ltcs~r~cd
l'a~c 14 ul 16
EXIIIIIITll
1n;NEFICIARY ACKNOWL~DGEMEi'T FORM
1:-.lliOVASAFF: ACC"Cl\J:-1 I # 2630
TI,e undersigned Beneliciary hereby acknowledges, acceplS, and agrees 10 be bound by 1he terms of 1hc above referenced Software Source Code Escrow Agreement by and between lnnovaS.ife, Inc., .i California corporation, a~ Intellectual Property Escrow Agent and cMcter Corp01-a1ion as Depositor, on !his __ . ___ day of~~~-· 20 __ (the "Agreement"). Beneficiary further ngrees to pny lnnovnSnfe e. relc!ISe request fee of $500 per request for release of lhe Deposit M111crial lis!ed on the Ex B-NS due immediate!)' nl the snmc time that lhe relt:ast: comJ,11011 nolicc is submilled 10 lnnovaSafe pursuant to Paragraph 4 .3 (c) Release Procedures. 81-:'.I.El•lC'l,\ln' INFORM,\'I ION:

D Check here if there is an nlternote contncl person and list them on the b:ick of this fonn.

Company;
Tille:

St. Address:

Postal Cllcle:

Tel#:

Contilct
Email:

City/State:

Country:

F:ix /I
Signature (Hc11uircd): _________________ _
• ----------- ------··-------···- ....... - --···· ·--· Please return this form vi11 1·crlilied or registered mnil, comJ>lctcd 11111I signed 10:

INNO\'ASAFE, INC.
28502 CONSTELLATION RD
VALENCIA, CA 91355 USA
IS2ns v5.0
Account# 2630
!'age IS ufl6
IS2n~ v5.0
Aecounlll 2630
EXHIDrrC

SCIIEDULE OF FEES
INNOVAS,\l't: ACCOUJ'ff # 2630
Account lnitiuliz11tion Fee (one-lime
payment)
"fee wa1\·c,l with initial deposit of three (3) produc1s Fees ror Annual Adminislrntlon
Slamlnnl or F:leclrnnic Deljvery -
Per Produce Deposit - Unlimited Updntc and
Rcpl11cenum1 Deposits
A111111nl Benelicinrv l<'ee•
Per Beneficiary per year
Tcdmical Verifil'ation Fees
Limited Deposit Verific1uion (LDV)
Comprehensive Deposit Verification (CDV)
Release Fees
Per release TC<JUCSI
•one be11cjicim·_1• ~m·a/lme/11 ,., r.-q1111·rd
S100
S500
Quoteonl\"
$5UO
All Fees Are Pnyablc in US Dolhus unlc~s uthcrwis~ agreed 111 in wnhng. l; 200~ l11110\11Snfc. Inc. J\ll ltii;hl~ Hc(Crvcd
1'111,JC 16 of I()
AMENDMENT NO 1 TO

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

BETWEEN

EMETER CORPORATION
AND

CITY OF SANTA CLARA, CA
This Amendment No. 1 to the Software License and Maintenance Agreement (this "Amendment"), effective as of this
of
between eMeter
Corporation, a Delaware Corporation located at 4000 E. Third Ave., Suite 400, Foster City, CA 94404 (hereinafter called "eMeter") and City of Santa Clara located at 1500 Warburton Ave., Santa Clara, CA 95050 (hereinafter called "SVP").

WITNESSETH:

Whereas, eMeter and SVP entered into a Software License and Maintenance Agreement as of August 18, 2009 (the "SLMA") pursuant to which eMeter agreed to provide, and SVP agreed to purchase, certain software and services; and Whereas, the SLMA provides that Exhibit A may be amended from time to time by providing notice to eMeter; and
Whereas, SVP has provided such notice to eMeter that they desire to purchase eMeter's Energy Enage Licensed Product for the total number of meters listed in Exhibit A; and
Whereas, SVP has provided such notice to eMeter that they desire to remove the MVRS Data Importer from the licensed product exhibit and designate the AMI Adapter as the Elster AMI Adapter; and
Whereas, the perpetual license grant in the SLMA was inadvertently omitted; and Whereas, the parties desire to amend the SLMA to reflect the perpetual license grant, designation of the Elster AMI Adapter, the removal of the MVRS Data Importer from the license and the inclusion of Energy Engage (and the Supplemental Terms in Exhibit D and E) for the number of meters listed in Exhibit A as of the effective date of this Amendment 1.
('(iplcMb e,f
Attgust 2012, Is
-2-
(a) AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants, and agreements contained herein, the parties agree as follows:

ARTICLE 1. AMENDMENTS.

1.1 The Software License and Maintenance Agreement is hereby amended by deleting Exhibit A (Licensed Products) to the SLMA in its entirety and replacing it with Exhibit A, Exhibit D (Energy Engage Supplemental Terms), and Exhibit E (eMeter Weather Data Subscription Service) attached hereto and incorporated herein by this reference.

1.2 Article 6.1 of the SLMA is hereby amended by deleting the existing 6.1 and replacing it with the following language:

Licensed Product(s). Subject to the provisions of this SLMA as well as the timely payment of all applicable license fees, Licensor grants Licensee and Licensee accepts, a limited, nonexclusive, nontransferable, perpetual license to: (i) use and operate the Licensed Products, solely in Object Code, and solely for Licensee's internal use in the ordinary course of business; and (ii) to use the Documentation and Deliverables solely and as reasonably necessary to further Licensee's use of the Licensed Products as contemplated by this SLMA.

ARTICLE 2. MISCELLANEOUS

2.1.1 Except as expressly modified hereby, the Software License and Maintenance Agreement shall remain in full force and effect and unmodified.

2.1.2 Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Software License and Maintenance Agreement. -3-

2. In Witness hereof, the parties have executed this Amendment as of the day and year-August fl 2012,
[' ep\--t;wtbqt

EMETER CORPORATION

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
RICHARD E. NOSKY, JR.

City Attorney
ROD DIRIDON, JR.

City Clerk
"CITY"
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RONALD E. GARRATT
Interim City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Exhibit D
Energy Engage Supplemental Terms
These terms shall only apply if Licensee is Licensing eMeter's Energy EngageTM Product*
In addition to the General Terms and Conditions of the Software License and Support Agreement (SLMA), the following terms shall apply to Licensees of eMeter's Energy Engage software when eMeter Installs the Portal Software on the servers of such Licensees. Any terms used but not otherwise defined herein shall have the meanings ascribed to them in the SLMA.

1. Definitions
(a) "Agreement" means the Software License and Maintenance Agreement between eMeter and Licensee.
(b) "Authorized Portal Users" means Licensee's Portal Users and Licensee's Portal Customers, collectively
(c) "Excused Portal Outage" means any outage, unavailability, interruption, delay or other degradation of the Portal resulting from or caused by any of the following: (a) a scheduled downtime, maintenance or repair by eMeter; (b) any act or omission of Licensee or Authorized Portal Users; (c) any equipment, networks, products or services provided or controlled by Licensee; or (d) any event of Force Majeure.
(d) "License Termination Breach" shall have the same meaning as set forth in the Agreement and shall also include a breach of Section 6(b) of these Energy Engage Supplemental Terms (Non-Circumvention).
(e) "Portal" means the private, restricted-access Internet-based computer application installed on Licensee's own servers, to which Licensee may grant access for (a) Licensee's Portal Users to (i) resolve customer support issues, (ii) view aggregated data to assess the effectiveness thereof, whether overall or of a particular feature, or (iii) schedule promotions of Licensee energy efficiency programs, and (b) Licensee's Portal Customers to assess their electricity usage. (f) "Portal Services" means the Portal Support and any Portal training provided by eMeter under the SLMA and these supplemental terms, (g) "Portal Software" means the Portal and other proprietary Portal-related software products owned by eMeter or Its licensors, including but not limited to software created by eMeter for Licensee's benefit.
(h) "Portal Support" means Portal-related technical support provided by eMeter to Licensee in accordance with the Support and Maintenance Terms and Exhibit B.
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(i) "Usage Data" means the electricity usage statistics and other data of a Licensee Portal Customer, as further specified in Exhibit A of the Agreement. (j) "Licensee Portal Customer" means a customer for a particular electric meter to whom Licensee has granted access to the Portal as provided herein. (k) "Licensee Portal User" means a Licensee employee (e.g., a customer support representative or marketing personnel) to whom Licensee has granted access to the Portal as provided herein.
(I) "Licensee's Marks" means such trademarks and/or service marks (including logos) owned and used by Licensee that Licensee may reasonably request eMeter to depict on the Portal front page designed by eMeter for Licensee Portal Customers' use.

2. Energy Engage Portal
(a) Installation of Portal. Siemens will install the Portal on Licensee's servers or enable Licensee to do so.
(b) Authorized Portal User Access. Licensee may permit Authorized Portal Users to have access to the Portal; provided that Licensee shall require Licensee Portal Customers to agree to be bound by the terms and conditions of Energy Engage Schedule 1 attached hereto. Licensee shall cause Licensee Portal Customers' use of the Portal to be: (i) password controlled; (ii) subject to the restrictions set forth in the Agreement; and (iii) strictly limited to use only for such Licensee Portal Customers' electricity and water usage assessment purposes for which the Portal is designed. Licensee Portal Customers shall be required to confirm their acceptance of these conditions In writing (or electronically by clicking a prominent "I Accept" icon) to access the Portal. Licensee shall not allow access to the Portal except to individuals who have been designated Authorized Portal Users. (c) Access Limitations. Under no circumstances shall Licensee permit access to the Portal by the general public or by third persons other than Authorized Portal Users.

3. Licenses.
(a) In addition to the licenses set forth in Article 6 of the SLMA, eMeter hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable license during the term of the Agreement, to use the Portal: (i) as installed on Licensee's own servers for those of Licensee's internal business purposes for which the Portal is designed, and (ii) to allow Authorized Portal Users to access the Portal and obtain Usage Data for the electricity usage assessment purposes for which the Portal is designed.
(b) Additionally, should Licensee opt to subscribe to the eMeter Weather Data Subscription Service, it shall be licensed In accordance with terms and conditions attached hereto as Exhibit E.
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(c) Utility represents and warrants that it has a valid and current license to use eMeter's (or a third party's) meter data management product.

4. Licensee's Obligations For Portal Use
(a) Cooperation. Licensee agrees, as reasonably requested by eMeter and Siemens, to cooperate with eMeter and Siemens in performing the Portal Services.

Licensee agrees that Authorized Portal Users shall be responsible for providing and maintaining their own Internet access and all necessary telecommunications equipment, software and other materials ("Equipment") at their locations necessary for accessing the Portal. Licensee agrees to notify eMeter of any changes in the Equipment (Including any system configuration changes or any hardware or software upgrades) that may affect the Portal Services provided hereunder, to allow eMeter effectively to provide Portal Services as specified In the SLMA. (b) General Responsibilities. Licensee shall be solely responsible for all Usage Data available on or through the Portal, and Licensee represents and warrants that the Licensee's Marks, any content transmitted via the Portal and all other information and materials provided by Licensee hereunder: (i) will not infringe or contain any content that infringes, misappropriates or violates any copyright, patent, trade secret or other third-party Intellectual property right; (ii) violate any applicable law, rule or regulation; or (ill) contain any virus or harmful component.

5. Terms Applicable to Licensee Portal Customers. Licensee shall ensure that the following terms are made binding upon Licensee Portal Customers. (a) Usage Restrictions, Licensee grants Licensee Portal Customer a nonexclusive, nontransferable license to access and use the Portal only to monitor and assess his or her own electricity usage and obtain information related thereto, and for no other purpose. Licensee Portal Customer will not: (i) share usernames and passwords with other parties or otherwise allow access to the Portal by any other parties; or (ii) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights In the Usage Data or Portal In any form to any other party, including commercial time-sharing, rental, or service bureau use. (b) Warranty. THE PORTAL PROVIDED HEREUNDER AND ANY SERVICES RELATED THERETO ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND EMETER

MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED EITHER IN

FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING

WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, UNINTERRUPTED SERVICE, ERROR-FREE SERVICE, INTEROPERABILITY, OR AGAINST INFRINGEMENT.
(c) Excused Portal Outage. Licensee Portal Customer acknowledges and agrees that, from time to time an outage, unavailability, interruption, delay or other degradation of the Portal could occur resulting from or caused by any of the following: (i) a scheduled downtime, maintenance or repair by eMeter; (ii) an act or omission
of Licensee or Licensee
Portal Customer; (c) any equipment, networks,
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products or services provided or controlled by Licensee; or (d) an event of force majeure. Licensee Portal Customer releases eMeter from any liability therefore.

6. Privacy Policy and Non-Circumvention
(a) Privacy Policy. Licensee shall post a written privacy policy on its website in respect of the collection and handling of personally Identifiable information, and specifically as related to the Portal, and shall comply strictly with such policy. If eMeter reasonably believes that such privacy policy is insufficient or inappropriate for protecting applicable information, eMeter shall notify Licensee in writing and Licensee shall make such changes to the policy as eMeter may reasonably request.
(b) Non-Circumvention of Security Measures. Licensee shall not allow, facilitate, or encourage circumvention of access restrictions and other security measures Implemented as part of the Portal.

7. No Third Party Warranty. eMeter's warranties in Article 15 of the Agreement are made solely to Licensee, and not to Authorized Portal Users or other third parties.

8. Ownership. Notwithstanding the ownership provisions set forth in Section 7.2 of the SLMA, in the case of the Portal Software, eMeter shall not have any right, title, or interest In the Usage Data or Licensee's Marks. Additionally, any intellectual property rights developed, created, or acquired by eMeter for Licensee and/or in connection with the Portal Services shall be and remain the exclusive property of eMeter,

9. Indemnification.
(a) In addition to the indemnification provided by Licensee in Section 16.2 of the SLMA, Licensee shall indemnify eMeter and defend at Its own expense any action against eMeter brought by a third party to the extent that the action is based upon, or arises out of, or relates to an act or omission of any Authorized Portal User, including but not limited to those relating to Usage Data available through the Portal. (b) The limitation set forth in Section 16.6(a)(v) of the SLMA shall also include the willful misconduct or negligent act or omission of any Authorized Portal User.

10. Confidentiality. In addition to the obligations set forth In Article 12 of the Agreement, the parties agree that Usage Data (although not Included in the definition of "Confidential Information") shall be subject to the same protections enumerated for Confidential Information In the SLMA. However, provided that such disclosure does not identify the disclosed information as Licensee's or any Licensee Portal Customer's information, eMeter shall have the right to disclose: (a) Usage Data to third parties where such disclosure is necessary or appropriate to assist eMeter in its provision and improvement of Portal Services, and (b) aggregated -8-
information for promotional and data analysis purposes, though such aggregated Information may include certain non-personally identifiable elements of Usage Data.

11. Support
(a) Scope. The terms of Article 9 and Exhibit B (which are incorporated herein by this reference) shall govern the scope of the support and maintenance services provided by eMeter. Notwithstanding anything to the contrary set forth In Article 9, subject to the timely payment of all Support Fees, with respect to the Portal Software, eMeter shall provide Support only for the then-current Release of such Portal Software.
(b) No Authorized User Support. eMeter shall provide support only to the Licensee representative(s) authorized by eMeter in writing to access eMeter Portal Support. In no event shall eMeter be expected or required to provide any support directly to any Authorized Portal User or other Licensee employee, representative or customer.

12. Training. eMeter shall provide to Licensee such training as it deems necessary for Licensee to effectively address Licensee Portal Customers' support needs in connection with the Portal.

13. Reverse Engineering. In addition to the prohibitions set forth in Section 6.2 (c) of the Agreement, Licensee shall not permit its Authorized Portal Users to undertake any of the prohibited activities set forth therein.

14. Effects of License Breach Termination. In addition to the obligations set forth in Section 13.2 of the Agreement, In the event of a License Termination Breach, eMeter will immediately cease providing all Portal Services and Licensee will immediately cease use of the Portal.

15. Maintenance of Proprietary Markings. Licensee shall not, and shall not permit others to remove or modify any markings or other notice of the proprietary rights of eMeter or eMeter's licensor(s) or their licensor(s)' proprietary rights.

16. No Export. Licensee shall not export the Portal Software (including any Third Party Software) outside of the country specified in Exhibit A without eMeter's prior written permission, which eMeter may grant or deny in its sole discretion. To the extent eMeter permits any export, Licensee shall fully comply with all relevant export laws and regulations of the United States and any other applicable export and import laws to assure that neither the Portal Software, nor any direct product thereof, is exported directly or indirectly In violation of applicable laws.

17. Copying Restrictions and Limitations. Except as otherwise provided herein, Licensee agrees not to download or otherwise create any more copies of the Licensed Products than are required to operate it for the Meter Count as increased from time to time upon the payment of the additional license fees (if any) as specified in the Agreement for Services between Licensee and Siemens; provided, however, that -9-
Licensee may download one copy for backup purposes. In the event of a License Termination Breach, Licensee shall destroy or return to eMeter all copies of the Third Party Software and related documentation remaining in the possession of Licensee or any third party that acquired any such copy through Licensee. -10-
Energy Engage Schedule 1

LICENSEE PORTAL CUSTOMER TERMS

1. Usage Restrictions. Licensee grants Licensee Portal Customer a nonexclusive, nontransferable license to access and use the Portal only to monitor and assess his or her own electricity usage and obtain information related thereto, and for no other purpose. Licensee Portal Customer will not: (a) share usernames and passwords with other parties or otherwise allow access to the Portal by any other parties; or (b) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights In the Usage Data or Portal in any form to any other party, including commercial time-sharing, rental, or service bureau use.

2. Warranty. THE PORTAL PROVIDED HEREUNDER AND ANY SERVICES RELATED THERETO ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND EMETER

MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED EITHER IN

FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING

WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, UNINTERRUPTED SERVICE, ERROR-FREE SERVICE, INTEROPERABILITY, OR AGAINST INFRINGEMENT.

3. Limitation of Liability. IN NO EVENT SHALL EMETER BE LIABLE FOR

INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS RESULTING FROM BUSINESS DISRUPTION), OR DAMAGE TO

SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT OR TORT, EVEN IF EMETER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. Excused Portal Outage. Licensee Portal Customer acknowledges and agrees that, from time to time an outage, unavailability, Interruption, delay or other degradation of the Portal could occur resulting from or caused by any of the following:
(a) a scheduled downtime, maintenance or repair by eMeter; (b) an act or omission of Licensee or Licensee Portal Customer; (c) any equipment, networks, products or services provided or controlled by Licensee; or (d) an event of force majeure.

Licensee Portal Customer releases eMeter from any liability therefore. -11-
Exhibit E
eMeter Weather Data Subscription Service
These terms and conditions are only applicable and associated with eMeter's Weather Data Subscription Service. Terms of the Weather Data Subscription Service Program may be updated and change from time to time. For the avoidance of doubt, these are separate terms and the Weather Data Subscription Services are not subject to the terms of Article 6 (License Grants and Limitations), 7 (Ownership) 9 (Support and Maintenance), 13 (Term and Termination), 14 (Source Code Escrow), 15 (Representations and Warranties) or 16 (Indemnification) or any of the eMeter SLMA, but may be subject to additional terms as defined in the Weather Data Subscription Service Program provided in the online Documentation. Should there be a conflict of terms between the SLMA and this Exhibit E, the terms of this Exhibit E shall prevail only insofar as the eMeter Weather Data Subscription Service is concerned.

In order to provide Licensee with context to their energy Information, Licensor has developed a weather data loader application as a component within the EnergyIP Meter Data Management platform. This allows weather data to be leveraged by additional functions and other third party applications that run on the EnergyIP platform.
(a) Use of Data. Licensor's Energy Engage product shall display the Meteorological Data in real-time or archived mode as part of subscription services provided by Licensor to end users.
(b) License. Licensee shall have a non-exclusive right to use the data in real-time or archived mode as part of the subscription services provided by Licensor to it's end users for the limited purposes described above, and does not constitute nor include a sale, lease, or transfer of the Meteorological Data in any form. (c) Representations and Warranties. Licensor represents and warrants that (i) they have obtained all necessary rights of clearance for exhibition of the Meteorological Data, (ii) Licensor will comply with all federal, state or local laws, rules, regulations, executive orders or other requirements, and (iii) the Meteorological Data will not violate or infringe upon any statutory or common law or other rights of any kind of any person or other entity. (d) Termination. It shall constitute a breach of this Agreement hereunder if either party falls to observe, keep or perform any material provision of this Exhibit E required to be observed, kept or performed by either party and such failure is not cured within thirty (30) days after notice thereof to breaching party; (i) In the event of a breach not cured by the breaching party, such affected party shall have the right to suspend or terminate this agreement with 30 days written notice in advance to the other party; -12-
(ii) Other Terminations. If either party files a petition in bankruptcy (or is the subject of an Involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the effective filing date thereof); or is or becomes Insolvent; or admits of a general inability to pay Its debts as they become due; then the other party will have the right to terminate this Exhibit E effective upon notice from the other party.
(iii) Effects of Termination. For the avoidance of doubt, the termination of the Weather Data Subscription Service under this Exhibit E shall not affect the rights and obligations of either party under the SLMA and Exhibits A-D.
(e) Payment. The subscription is paid on annual basis and may be renewed each year on the anniversary of the effective date. Should Licensee choose not to renew the subscription, Licensor must be notified in writing no later than 45 days prior to the renewal date. Any termination prior to the expiration of an annual subscription shall not entitle Licensee to the refund of any paid subscription fees. -13-
Exhibit A
Product Schedule
ORDERED PRODUCTS:

The following software programs shall be deemed Licensed Products under the SLMA and are Included in the original software license purchase, The net License Price includes the right to use the Licensed Products for 88,000 meters.

The eMeter Weather Data Subscription Service is billed on an annual subscription basis and shall be renewable at the Licensee's option on the anniversary date each year.

LICENSED PRODUCTS AND ENVIRONMENTS FOR USE WITH ENERGYIP Platform and Appllcatlons
EnergyIP Core Systems
VEE
Advanced BIiiing
Data Aggregation
Remote Connect/Disconnect
Energy Engage version 1.x (Including the optional eMeter Weather Data Subscription Service) Adapters and Data Importers
AMI Adapter - Elster EnergyAxis
Data Importer - Itron MV90
Environments
Development
Test
Quality Assurance
Authorized Third Party Represe.ntatlves: . ' . - • • •
Project Managers:

PROJECT MANAGERS FOR UCENSEE:

Ronald E. Garratt
Interim City Manager
4000 E. Third Ave.

Suite 400
Foster City, CA 94404
PHONE: (650) 227-7770
FAX: (6~0) 227- 7771
EMAIL: __ •• ____________ _
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Amendment No 2 to SLMA with eMeter/Siemens Page 1
Rev. 11/05/2025

Ebix Insurance No. S200002077

AMENDMENT NO. 2

TO THE SOFTWARE LICENSE AND SUPPORT AGREEMENT

BY AND BETWEEN
SIEMENS INDUSTRY, INC. AND

CITY OF SANTA CLARA, CALIFORNIA,

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between Siemens Industry, Inc., a Delaware corporation (“Licensor”) and the City of Santa Clara, California, a chartered California municipal corporation (“City or Licensee”). Licensor and Licensee may be referred to individually as a “Party” or collectively as the “Parties”

RECITALS
A. WHEREAS, the Licensee and Licensor’s predecessor in interest, eMeter Corporation previously entered into an agreement entitled Software License and Maintenance Agreement, dated August 18, 2009 (“SLMA” or “Agreement”); B. WHEREAS, Licensor (Siemens Industry, Inc.) acquired eMeter Corporation and thereby Licensor assumed the rights, obligations, and liabilities under the SLMA; C. WHEREAS, the business unit from a division of SIEMENS ENERGY, INC which is the original reseller that acted as the reseller of the Agreement is now a part of Siemens Industry, Inc.;
D. WHEREAS, the SLMA was previously amended by Amendment No. 1, dated September 17, 2012, 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
E. WHEREAS, the Parties entered into the Agreement as Amended for the purpose of having Licensor provide software products and maintenance and support services in consideration of certain payments to be made to Licensor and the Parties now wish to amend the Agreement as Amended to clarify certain terms and responsibilities.

F. WHEREAS Licensee has made payment to Licensor in accordance with the SLMA in consideration for the license granted and maintenance and support services provided hereunder by Licensor to Licensee,
NOW THEREFORE, in consideration of the inducements, mutual covenants and conditions contained herein, the Parties agree as follows:
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Amendment No 2 to SLMA with eMeter/Siemens Page 2
Rev. 11/05/2025

AMENDMENT TERMS AND CONDITIONS

1. The Agreement as Amended is hereby amended by changing any references to “eMeter” to “Siemens Industry, Inc.”

2. Article 4 of the Agreement as Amended is hereby amended by the deletion of the defined term Purchase Order.

3. The following definitions in Article 4 of the Agreement as Amended are hereby amended as follows:
"Scope of Work" means the implementation, integration services, and product licenses that were provided by Siemens pursuant to the Agreement for Services with SIEMENS ENERGY, INC. ("Siemens") effective August 18, 2009, and subsequent Scope of Work agreements as follows:
• Agreement for Services (August 18, 2009) – inclusive of change requests • Agreement for Services (April 24, 2012) - inclusive of change requests Scope of Work (Associated with SLSA Amendment 1) (September 25, 2012) – inclusive of change requests.
"Support Services" means the maintenance and support services that Licensor provides to Licensee under this SLMA in support of the Licensed Products as set forth in Article 9 of this SLMA and includes the right to receive then-current Releases and Updates but excludes the implementation and integration services that are the subject of the Scope of Work.

4. Section 6.1(f) of the Article 6 of the Agreement as Amended is amended to read as follows:
“(f) Additional Licenses. In the event that Licensee wishes to purchase additional licenses to be granted on the terms and conditions stated in this SLMA for meters in excess of the numbers designated in Exhibit A, Licensee may so indicate in writing to Licensor. Upon this request, Licensor shall provide a quote for such additional licenses. If Licensee accepts such quote, Licensee shall issue a purchase order to Licensor and make payment pursuant to that purchase order.”

5. Section 9.2 of Article 9 of the Agreement as Amended, is amended to read as follows:
“9.2 Extended Support Services. On the anniversary of the delivery date set forth in Section 8.1 above (i.e., upon expiration of the Initial Support Period), Support Services will automatically continue for subsequent 365-day periods (each such period, an "Extended Support Period"), unless Licensee notifies Licensor in writing of Licensee's intention not to continue Support Services no later than forty-five (45) days before any anniversary of the delivery date set forth in Section 8.1 above and/or fails to pay Licensor’s invoice for such Extended Support Period within thirty (30) days of the date of such invoice. For services provided after July 1, 2025, Licensor shall present a quote to Licensor at least 60 Amendment No 2 to SLMA with eMeter/Siemens Page 3
Rev. 11/05/2025
days prior to the expiry of current agreement. If Licensee accepts such extended support, Licensee shall issue a purchase order to Licensor and make payment pursuant to that purchase order.”

6. Section 9.5 of Article 9 of the Agreement as Amended, entitled “Scope of Support Services” is amended to read as follows:
“9.5 Scope of Support Services. Subject to the timely payment of all Support Fees to Licensor, Licensor will provide Support Services for the current and previous two Releases of the Licensed Product (for such previous Releases for Severity 1 and Severity 2 issues). Support is only provided for the most current Update for each Release. Upon payment by Licensee of the Support Fees, the most current Releases that are then generally available shall be deemed Licensed Products, and all references to Licensed Products in this SLMA and the Scope of Work shall be deemed to include the Release. Licensor will provide Tier 2 and Tier 3 Customer Support Services. These services are specified defined above and described in further detail in Exhibit B, which may be changed by Licensor from time-to-time upon written notice to Licensee. Licensor shall have no obligation to provide Support Services for adaptations or derivative works of the Licensed Product unless agreed in writing. Tier 1 support may be provided by Siemens through a separate purchase order .”

7. Exhibit A of the Agreement as Amended is hereby deleted and replaced with Exhibit A – Updated Date, attached hereto and incorporated into the Agreement as Amended by reference.

8. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The effective date of this Amendment No. 2 is the date of City’s execution of this amendment. The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

Amendment No 2 to SLMA with eMeter/Siemens Page 4
Rev. 11/05/2025

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”

SIEMENS INDUSTRY, INC.
a Delaware corporation
Dated:

By (Signature):

Name: Marcus McCarthy Andy Schechter Title:

Senior Vice President Vice President
Siemens Grid Software Siemens Advanta
Principal Place of
Business Address:
10900 Wayzata Blvd. 100 Technology Drive Minnetonka, MN 55305 Alpharetta, GA 30005 Email Address: [email protected] [email protected] Telephone: +1 (817) 235-0015 +1 (914) 208-1558

By (Signature):

Name: Kevin Lykins David Matula Title:

Controller Chief Financial Officer Siemens Grid Software Siemens Advanta
Principal Place of
Business Address:
10900 Wayzata Blvd. 100 Technology Drive Minnetonka, MN 55305 Alpharetta, GA 30005 Email Address: [email protected] [email protected] Telephone:

“LICENSOR”
Amendment No 2 to SLMA with eMeter/Siemens Page 5
Rev. 11/05/2025

Exhibit A
Product Schedule
ORDERED PRODUCTS:

The following software programs shall be deemed Licenses Products Under the SLMA and are included in the original software purchase.

LICENSED PRODUCTS
Platform and Applications
Energy IP Core System
VEE
Advanced Billing
Data Aggregation
Remote Connect / Disconnect
Energy Engage*
* Energy Engage was added as part of SLSA Amendment 1 dated 14th September, 2012, Licensee is no longer using Energy Engage and the product has been deprecated, Energy Engage has been removed from any support pricing, will no longer be listed as part of Exhibit A, and licenses are terminated.

Adapters and Data Importers
AMI Adapter – Elster EnergyAxis
Data Importer – Itron MV90
Environments
Development
Test
Quality Assurance
Production

The net License Price include the right to use the Licensed Products for 88,000 meters (plus any increase in the number of meters Licensee serves due to Organic Population Growth.

Authorized Third Party Representatives:
• Milton Security, Inc.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-208 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute Amendment No. 2 to the Agreement with Z'Onion Creative Group LLC to Provide Marketing and Communications Services, for a Total Not-to-Exceed Compensation of $560,000

BACKGROUND
The City of Santa Clara’s (City) Communications Office, a division within the City Manager’s Office, is the hub of communications for the City and maintains consistency, focus and direction across all platforms to share the City’s unique story, services, and programs.

Through interdepartmental efforts, the City utilizes a variety of communication methods to provide information to our diverse community, including:
· News Releases and Media Advisories
· Media Relations which include responding to inquiries and providing interviews and Statements to the media.
· Speeches and Talking Points for Mayor and City Manager · Inside Santa Clara, a magazine that is mailed to all residential and business addresses in Santa Clara twice a year
· City Calendar & Annual Report
· Quarterly utility bill inserts
· Monthly City Hall News newsletter (e-version)
· Email updates for City news and events through eNews subscriber lists · Various social media channels including Facebook, X, Instagram, YouTube, LinkedIn, and Nextdoor
· Content for SantaClaraCA.gov website
· Messaging for internal communications
· Messaging for ballot measures and City campaigns
· Executive communications
The City has historically had a public relations agency of record on contract; however, as the previous contract was set to expire, the City initiated a procurement process to secure a public relations agency for ongoing communications support, potential future rebranding efforts, and crisis communications.

In the fall of 2024, the City issued a competitive Request for Proposals (RFP) based on best value to support the City’s marketing and communications needs, including providing monthly City of Santa Clara Printed on 3/20/2026Page 1 of 4
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26-208 Agenda Date: 3/24/2026
communications support. Subsequently, on July 11, 2025, the City Manager executed an agreement with Z’Onion Creative Group LLC (Z’Onion). Consistent with Section 2.105.300(a) of the Santa Clara City Code, which authorizes the City Manager to execute agreements valued at up to $250,000, the agreement provided an initial one-year term with four one-year renewal options through June 30, 2030.

On August 27, 2025, pursuant to the City Manager’s delegated authority, Amendment No. 1 was executed to remove the option years and extend the initial term to a full five-year period ending on June 30, 2030. To provide greater flexibility in utilizing Z’Onion’s services at the volume needed depending on the current City initiatives planned for each year, Amendment No. 1 also removed the annual limit of $50,000 such that the full not to exceed $250,000 was available over the duration of the five-year term.

DISCUSSION
In anticipation of the City hosting both Super Bowl LX and six FIFA World Cup matches in 2026, the City relaunched the Economic Development and Marketing Committee (Committee) to lead a community engagement campaign focused on outreach to residents and businesses to better understand their interests and concerns related to the City serving as host for these major sporting events. Committee efforts and community engagement began in April 2025, and the official “Where the Mission Meets the Moment” (WTMMTM) campaign launched in October 2025.

To support the timely development and launch of the campaign ahead of the 2026 events, staff utilized the City’s existing agreement with Z’Onion. The WTMMTM campaign services were within the scope of the agreement; however, the level of effort and associated costs increased to support the development and implementation of the campaign.

The City leveraged Z’Onion’s expertise in marketing and brand development to support WTMMTM and worked collaboratively with Z’Onion on the successful development of a slogan, logo, and other branded materials. These efforts were supported through multiple purchase orders (POs) issued under the Agreement. Initial monthly communications support was covered under a PO of $50,000, which was subsequently increased to $86,950 to support early WTMMTM campaign activities. The balance of the PO for monthly communications support as of March 20, 2026, is $1,479.21.

To better track campaign-related expenditures, a separate PO of $150,000 was issued for WTMMTM -related campaign services, with a current balance of $56,061.60. Additional WTMMTM costs for promotional materials total $12,623.36.

To date, $236,950 has been expended or encumbered through POs, and an additional $12,623.36 has been spent on WTMMTM campaign-related promotional and branding services. In total, $249,573.36 of the Agreement has been expended or encumbered, leaving a remaining balance of $426.64. Table 1 below summarizes expenditures to date and the remaining balance under the current Z’Onion agreement.

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Table 1: Z’Onion Contract Expenditures
Description Amount
Expended/Encumbered
Remaining Balance
Total Agreement Amount N/A $250,000.00
Communications Support $86,950 $163,050.00
WTMMTM Campaign $150,000 $13,050.00
WTMMTM Expenditures $12,623.36 $426.64
The additional support services that Z’Onion provided for the WTMMTM campaign and associated projects resulted in the maximum compensation of the Agreement being reached earlier than originally anticipated.

The WTMMTM campaign, launched in October 2025, will continue through December 2026. The City anticipates ongoing support from Z’Onion for upcoming events, including the development of marketing, promotional materials and branded items. Upcoming WTMMTM events include STEM Zone (April 19, 2026) and a series of two-day Night Markets scheduled for May, June, and July.

To ensure continued access to Z’Onion’s services for ongoing communications support and future campaign initiatives, the City is preparing Amendment No. 2 to the Agreement. Amendment No. 2 would increase the maximum compensation by $310,000, for a total not-to-exceed amount of $560,000 through June 30, 2030. This increase includes $200,000 for the remaining four years of communications support, $10,000 for additional WTMMTM-specific communications support, and $100,000 for upcoming WTMMTM campaign needs. Table 2 summarizes how the increased compensation will be utilized.

Table 2: Proposed Use of Additional Compensation
Description Amount
Monthly communications support for the remaining four years of the agreement
$200,000
Additional communications support specific to the WTMMTM campaign
$10,000
Marketing and promotional materials for upcoming WTMMTM events
$100,000
Total Increase (Amendment No. 2) $310,000
Under the agreement, compensation is based on either a time-and-materials or fixed-fee basis, as determined by the City for each project. Time-and-materials work is billed at a flat rate hourly rate, while fixed fee projects are based on City-approved cost proposal with defined milestones.

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 an administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
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There is no new fiscal impact associated with this item. Funding for Z’Onion’s ongoing communications support was previously approved by City Council and is included in the City Manager’s Office operating budget. In October 2025, City Council allocated $1,000,000 to the City Manager’s Office to implement the City’s WTMMTM campaign. These funds will be used to cover any additional services provided by Z’Onion related to the WTMMTM campaign that are beyond the firm’s ongoing communications support.

COORDINATION
This report was coordinated with the City Manager’s Office, Finance Department, and City Attorney’s Office.

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 2 to the Agreement with Z’Onion Creative Group LLC (Agreement) to increase the maximum compensation by $310,000 for marketing and communication services, for a revised not-to-exceed maximum compensation amount of $560,000, subject to the appropriation of funds; and

2. Authorize the City Manager or designee to take all actions necessary to implement and administer the Agreement, including negotiating and executing future amendments to (i) add or delete related line item services; (ii) implement rate adjustments on the terms provided in Exhibit B, and (iii) make de minimis changes, provided that the total not-to-exceed maximum compensation is not exceeded, subject to the appropriation of funds and review and approval as to form by the City Attorney.

Reviewed by: Paulina Morales, Assistant City Manager
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Z’Onion Agreement for Services

2. Z’Onion Agreement Amendment No. 1

3. Z’Onion Agreement Amendment No. 2
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EBIX Insurance No. S200005623

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ZONION CREATIVE GROUP LLC

PREAMBLE
This Agreement dated July 1, 2025 (Effective Date) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and zonion creative group LLC, doing business as zö agency, an Oregon corporation, (Consultant). City and Consultant may be referred to individually as a Party or collectively as the Parties.

RECITALS
A. City desires to secure the marketing and communication services (Services) more fully described in Exhibit A of this Agreement, entitled Scope of Services; B. 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,
C. The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.

In consideration of the above Recitals and the mutual covenants contained herein, the Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant will 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 Notice of Exercise of Option to Extend Agreement 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 will govern and control.

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2. TERM OF AGREEMENT
A. Initial Term. 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 will begin as of the Effective Date and terminate on June 30, 2026.

B. Options to Extend. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one- year terms (individually Option Period and collectively Option Periods) through June 30, 2030. The Initial Term and Option Periods exercised will be collectively referred to as Term. The City may exercise each Option Period by serving Consultant with the Notice of Exercise of Option to Extend Agreemen t Form attached as Exhibit D no less than thirty (30) days before expiration of the Term.

Service of the notice of Exercise of Option to Extend Agreement Form will be completed in the manner set forth in Section 17 (Notices).

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

4. WARRANTY
Consultant expressly warrants that all materials and Services covered by this Agreement will be fit for the purpose intended, will be free from defect and will 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.

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 will 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. COMPENSATION AND PAYMENT
In consideration for Consultants 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 for the Initial Term is fifty thousand dollars ($50,000) and each exercised Option Period is $50,000, for a total maximum compensation of two hundred fifty thousand dollars ($250,000), if all Option Periods are exercised, 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 Agreement with zö agency Page 3
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performed or materials provided in excess of the maximum compensation will be at Consultants expense. Consultant will not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City will 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 will 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.

8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement will not be assigned or transferred without the prior written approval of City. Consultant will not hire subconsultants without express written permission from City. As used in this Agreement the term subconsultant will be interpreted to mean either subconsultants or subcontractors.

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

9. NO THIRD PARTY BENEFICIARY
This Agreement will not be construed to be an agreement for the benefit of any third party or parties and no third party or parties will 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 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 Agreement with zö agency Page 4
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with the performance of this Agreement will be held confidential by Consultant and will 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 will be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which will include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, prog ramming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement will be the property of City but Consult ant may retain and use copies thereof. City will not be limited in any way or at any time in its use of said material. However, Consultant will 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 will 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, includ ing termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all char ges submitted to City. Any expenses not so recorded will be disallowed by City. Consultant will 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 will 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 Citys reporting requirements to the State and other agencies with respect to Consultants Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. 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 attorneys 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 Consultant pursuant to this Agreement including claims of any kind by Consultants employees or persons contracting with Consultant to perform any portion of the Scope of Services and will expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify will not apply if such liability is ultimately adjudicated to have arisen through the sole Agreement with zö agency Page 5
Rev. 07-01-18
active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

C. To the extent Consultant 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, Consultant 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 Consultants responsibilities under the Act.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant will 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 will not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Citys review, acceptance nor payments for any of the Services required under this Agreement will 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 will, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Office of the City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and [email protected] And to Consultant addressed as follows:
zö agency
Attention: Sonja Anderson
70 SW Century Drive #1100
Bend, OR 97702
and by e-mail at [email protected]
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The workday the e-mail was sent will control the date notice was deemed given. An e- mail transmitted after 1:00 p.m. on a Friday will be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant will 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, Consultants 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

3.40.070), and Food and Beverage Service Wor ker 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 Citys Ethica l 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 indi rect, 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 will 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 condit ion, 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 will not use Citys 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 will 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 will 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.

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

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

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

Signatures on next page
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
J
VAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
CITY
ZONION CREATIVE GROUP LLC
DBA zö agency
an Oregon corporation
Dated:

By (Signature):

Name: Sonja Anderson, CEO
Title: Directo
Principal Place of
Business ddress: 70 SW Century Drive #1100, Bend, OR 97702 Email Address: [email protected]
Telephone: (541) 678-4048
Fax: ( )
CONSULTANT

Agreement with zö agency/Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

1. PROJECT APPROVAL PROCESS

1.1. Consultant will provide the Services to the City on an as-needed basis and as directed by the Citys Public Information Officer (PIO). The PIO will provide Consultant with a written request (Project Request), detailing the project objectives and timeline and any other information needed.

1.2. For each Project Request, Consultant will prepare a written work plan (Project Plan) detailing the services to be provided, steps to achieve objectives, estimated hours to complete the project, payment milestones, and total project cost.

1.3. The PIO will give final authorization to proceed with each Project Plan prior to Consultant providing any services related to the Project Plan.

1.4. Email will be an accepted form of communication for the Project Plan approval process.

2. GENERAL SERVICES
Consultant will provide Crisis, Strategy, and Reputation Management Services and Branding, Marketing and Creative Services , as described below.

2.1. CRISIS, STRATEGY, & REPUTATION MANAGEMENT SERVICES

2.1.1 Develop strategies for reputation management

2.1.2 Provide support and strategies for crisis communications

2.1.3 Advance community engagement and outreach efforts

2.1.4 Develop community outreach and engagement strategies on certain public service/policy topics that require advanced communications

2.1.5 Communicate current City initiatives, future City needs, and hot topics requiring community input

2.1.6 Create communication plans on specific topics relative to public services or policies that require high touch and strategic approach

2.1.7 Create branding, aligned with Citys overall brand for public services and policies that require such approach

2.1.8 Propose and implement media relations strategies that elevate the exposure of the City to identified audiences via local, regional, and national news and media organizations

2.1.9 Assist with media relations

2.1.10 As-needed production of newsletters or attendance at townhall meetings Agreement with zö agency/Exhibit A-Scope of Services Page 2 Rev. 07-01-18

2.1.11 Develop informational materials for elections and ballot initiatives to enhance voter awareness and informed voters

2.1.12 Assist with overall Citywide communications

2.1.13 Supplement in-house communications

2.1.14 Conduct City communications studies to evaluate organizational structure, benchmark with other cities and provide insight into resource allocation

2.1.15 Survey Santa Clara residents about City communications and brand to set a baseline for evaluating the effectiveness of current communication tactics, perceptions of City brand and communication efforts and consideration of language access needs of the community. Implement outreach strategies going forward.

2.2 BRANDING, MARKETING, & CREATIVE SERVICES

2.2.1 Advance community engagement and outreach efforts

2.2.2 Develop community outreach and engagement strategies on certain public service/policy topics that require advanced communications

2.2.3 Communicate current City initiatives, future City needs, and hot topics requiring community input

2.2.4 Create communication plans on specific topics relative to public services or policies that require high touch and strategic approach

2.2.5 Create branding, aligned with Citys overall brand for public services and policies that require such approach

2.2.6 Develop creative collateral for branding and reputational management purposes

2.2.7 Content creation

2.2.8 Graphic design

2.2.9 Video production

2.2.10 Digital strategy and social media campaigns

2.2.11 Assist with media relations

3. PROJECT METHODOLOGY

For each approved Project Plan, Consultant will apply a variety of methodologies as applicable per Project Plan, including but not limited to the following:

Agreement with zö agency/Exhibit A-Scope of Services Page 3 Rev. 07-01-18

3.1. DISCOVERY

3.1.1. Collaborate with key City stakeholders to understand goals and challenges

3.1.2. Review current brand assets, marketing initiatives, and community engagement metrics

3.1.3. Analyze community demographics and engagement pattern

3.1.4. Survey resident communication preferences and digital platform usage

3.1.5. Evaluate current marketing channels and identify optimization opportunities

3.2. BRAND IDENTIFY REFRESH

3.2.1. Align creative elements with Citys target visual identity

3.2.2. Create engaging campaign concepts that resonate with target audiences

3.2.3. Design impactful visual storytelling that connects with residents

3.2.4. Develop comprehensive style guides for consistent brand application

3.3. INTEGRATED MARKETING STRATEGY

3.3.1. Create strategic content calendars across all platforms

3.3.2. Design engaging digital campaigns for social media and web

3.3.3. Produce multimedia content highlighting community stories

3.3.4. Develop targeted outreach materials for various City programs

3.3.5. Create bilingual communications as needed

3.3.6. Design eye-catching marketing collateral for City events and initiatives

3.4. CREATIVE DEVELOPMENT & EXECUTION

3.4.1. Design compelling campaign assets across multiple platforms in multiple sizes and formats

3.4.2. Produce high-quality visual content that reflects target goals and audiences

3.4.3. Create dynamic social media content intended to drive engagement

3.4.4. Develop bilingual materials
Agreement with zö agency/Exhibit A-Scope of Services Page 4 Rev. 07-01-18

3.4.5. Design branded templates for consistent City communications

3.5. DIGITAL STRATEGY & MANAGEMENT

3.5.1. Deploy targeted digital campaigns across key social platforms

3.5.2. Optimize City website content for maximum engagement

3.5.3. Create engaging email marketing campaigns for City programs

3.5.4. Implement Search Engine Optimization (SEO) best practices for improved online visibility

3.5.5. Manage social media presence with timely, relevant content

3.6. CONTENT CREATION & DISTRIBUTION

3.6.1. Produce engaging storytelling content about City initiatives

3.6.2. Create video content highlighting community stories and events

3.6.3. Develop monthly newsletters and regular communications

3.6.4. Write compelling copy for marketing materials and campaigns

3.7. MARKETING COLLATERAL DEVELOPMENT

3.7.1. Design professional print materials for City programs

3.7.2. Create event-specific marketing materials and signage

3.7.3. Develop information brochures and program guides

3.7.4. Produce annual reports and community publications

3.7.5. Design wayfinding and environmental graphics

3.8. MEASUREMENT AND OPTIMIZATION

3.8.1. Establish clear Key Performance Indicators (KPI) for all Project Plans

3.8.2. Provide monthly analytics and performance reports

3.8.3. Monitor community engagement and adjust strategies accordingly

3.8.4. Track campaign effectiveness across all channels

3.8.5. Deliver actionable insights to improve future communications Agreement with zö agency/Exhibit A-Scope of Services Page 5 Rev. 07-01-18

4. ADDITIONAL SERVICES
Consultant may provide additional marketing and communication consultation services upon the request of the PIO.

5. KEY PERSONNEL

The following personnel are identified as being key in the performance of Services.

Name Title
Sonja Anderson Agency Director
Drew Stone Sr. Account Manage r
Jax Lai Client Services Account Manager
Rachel Rice Project Directo r
Justin Bronson Brand Strategist
Brittany Frazier Creative Directo r
Alejandro Pérez Art Director
Gil Aranowitz Messaging Strategist
Alberto Bolaños Digital Project Manage r
Oyetola Oyewunmi Project Manage r

5.1. Consultant will maintain the same key personnel throughout the term of this Agreement, except for changes in such personnel due to:

5.1.1. Citys request to replace such personnel.

5.1.2. The resignation or termination of such personnel or other circumstances outside of Consultants reasonable control. Consultant will make all reasonable efforts to assign other qualified personnel, subject to PIOs written approval.

Agreement with Zö Agency/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. FEES

1.1. Where Services are provided on a time and materials basis, the total Project Plan fees will be calculated according to a flat rate of $275 per hour. This rate includes, but is not limited to, any services relating to account management, project management, design, production, and strategy.

1.2. Where Services are provided for a fixed price, the total fees for Services will be the amount authorized in writing by the PIO based on the cost proposal (Cost Proposal) prepared by the Consultant accounting for the Project Plan requirements and Consultants costs. Cost Proposals must identify payment milestones.

1.3. For any Additional Services requested by the PIO, Consultant will bill the City according to a flat rate of $275 per hour.

1.4. The PIO reserves the right to request a Project Plan be priced on a time and materials basis or fixed fee, based on the Project Plan specifications. The City will provide authorization of the final Cost Proposal during the Project Approval process described in Exhibit A, Section 1 (Project Approval Process).

1.5. The City will not pay for travel time.

2. REIMBURSEABLE EXPENSES

Any reimbursement to Consultant is limited to the expenses set forth below in the Reimbursable Expense Schedule. The City will reimburse these expenses at actual cost only, unless as markup is specified.

Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside services (including subconsultant fees, equipment, materials, and facilities not furnished directly by Consultant).

Not to exceed 10%

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

No Markup

Agreement with Zö Agency/Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18
Reimbursable Expense Schedule Mark Up

6. Unless approved in writing (e-mail acceptable) in
advance, 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 will be at economy rates.

No Markup

4. INVOICING

4.1. Consultant will bill City on a monthly basis for Services provided by Consultant during the preceding month on an invoice and in a format approved by City and subject to verification and approval by the City. City will pay consultant within thirty (30) days of Citys receipt of an approved invoice.

4.2. If time and materials is the basis of compensation, then Consultant will base its invoice on the hours, professional fees, costs and charges associated with the Services completed during the invoice period. If Consultant is entitled to reimbursable expenses, the invoice will include such expenses and/or costs associated with the Services completed during the invoice period.

4.3. If Consultant invoices for a fixed fee, then Consultant will base its invoice on the payment milestones identified in the approved Cost Proposal for Services completed during the invoice period. If payment milestones are not identified in the Cost Proposal, Consultant shall not invoice the City until completion of all Services identified in the Project Plan. If the Consultant is entitled to reimbursable expenses, the invoice will include such expenses and/or costs incurred during the previous month.

4.4. Pre-Payment. City will not be required to pay a deposit or any other form of pre-payment prior to Consultant beginning the Services.

4.5. 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.

4.6. Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.

4.7. Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City will pay the undisputed portion of the invoice and submit written notice to Consultant regarding the disputed amount. The notice will include documentation supporting the disputed amount.

5. RATE ADJUSTMENTS
Rates may be negotiated no more than once annually. Consultant will notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by Consultant to the satisfaction of t he City.

All rate adjustments must be approved by the City through an amendment to this Agreement.

Agreement with Zö Agency /Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Consultants indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant will 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 will be primary insurance as to the City of Santa Clara so that any other coverage held by the City will not contribute to any loss under Consultants 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 will 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 will be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits will be at least as broad as the underlying coverage and will otherwise follow form.

3. The following provisions will 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 will be on a pay on behalf basis with defense costs payable in addition to policy limits.
b. There will be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage will apply separately to each insured against whom a claim is made, or a suit is brought, except with respect to the limits of liability.

Agreement with Zö Agency /Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS COMPENSATION

1. Workers Compensation Insurance Policy as required by stat ute and employers 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 will 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 will 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 will 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 Attorneys 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 Consultants 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 Consulta nt will 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 will be considered excess insurance only and will not be called upon to contribute with Consultants insurance.

3. Cancellation.
a. Each insurance policy will contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non- payment of premiums will be effective until written notice has been given to City at least ten (10) days prior to the effective date of such Agreement with Zö Agency /Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
modification or cancellation. In the event of non-renewal, written notice will be given at least ten (10) days prior to the effective date of non- renewal.
b. Each insurance policy will 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 will 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 will 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 subconsultants, 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 will, and insurance compliance documents provided by, such subconsultants 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 will 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 subconsultant (of every tier) will, 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 will be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant will file with the City all certificates and endorsements for the Agreement with Zö Agency /Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
required insurance policies for Citys approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker will 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 will be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon Citys request, Consultant will 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 will be mailed to:

EBIX Inc.

City of Santa Clara Planning
P.O. Box 100085 S2 or 1 Ebix Way
Duluth, GA 30096 Johns 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 will have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or will be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

EXHIBIT D

NOTICE OF EXERCISE OF OPTION TO EXTEND

AGREEMENT TITLE:

CONSULTANT:

DATE:

Pursuant to Section 2.B of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO.

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION

Percentage change in CPI upon which
adjustment is based:

Pursuant to Exhibit B, Section 2 of the Agreement the rates of compensation are hereby adjusted as follows:

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
J VAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Amendment No. 1 to Agreement/*insert Contractors name Page 1 Rev. 10/25/19
Ebix Insurance No. S200005623
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ZONION CREATIVE GROUP LLC

PREAMBLE
This agreement (Amendment No. 1) is entered into on this __ __day of _______ 2025 (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and zOnion Creative Group LLC, doing business as zö agency, an Oregon corporation (Consultant). City and Consultant may be referred to individually as a Party or collectively as the Parties or the Parties to this Agreement.

RECITALS
A. The Parties previously entered into an agreement entitled Agreement For Services Between The City of Santa Clara And ZOnion Creative Group LLC dated July 1, 2025 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide marketing and communications services, and the Parties now wish to amend the Agreement to update the term and compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Term. 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 will begin as of the Effective Date and terminate on June 30,2030.

2. Exhibit D Notice of Exercise of Option to Extend Agreement is hereby removed.

3. Section 6 of the Agreement, entitled Compensation and Payment is amended to read as follows:

In consideration for Consultants complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in Amendment No. 1 to Agreement/Zö Agency Page 2
Rev. 10/25/2019
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 will be at Consultants expense.

Consultant will not be entitled to any payment above the maximum compensation under any circumstance.

Signatures on next page

Amendment No. 1 to Agreement/Zö Agency Page 3
Rev. 10/25/2019
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
J
VAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax:
(408) 241-6771
CITY
ZONION CREATIVE GROUP LLC
DBA zö agency
an Oregon corporation

Dated:

By (Signature):

Name: Son ja Anderson, CEO
Title: Directo r
Principal Place of
Business Address: 70 SW Centur y Drive #1100, Bend, OR 97702 Email Address: son [email protected]
Telephone: ( 541 ) 678-4048
Fax: ( )
CONSULTANT

Amendment No. 2 to Agreement/*insert Contractor’s name Page 1 Rev. 10/25/19
Ebix Insurance No. S200005623

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
Z’ONION CREATIVE GROUP LLC

PREAMBLE
This agreement (“Amendment No. 2”) dated ________________ (“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and z’Onion Creative Group LLC, doing business as zö agency, an Oregon corporation (“Consultant”). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City of Santa Clara And Z’Onion Creative Group LLC dated July 1, 2025 (“Original Agreement”) for the purpose of having Consultant provide marketing and communications services; and
B. The Parties previously executed Amendment No 1 to the Original Agreement (“Amendment No. 1”) (the “Original Agreement”) and “Amendment No.1 are collectively known as the “Agreement”); and
C. The Parties have negotiated and agreed to the terms and conditions set forth in this Amendment No. 2 to increase compensation of the Agreement.

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 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 five hundred sixty thousand dollars ($560,000), 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 will be at Consultant’s Amendment No. 2 to Agreement/Zö Agency Page 2
Rev. 10/25/2019
expense. Consultant will not be entitled to any payment above the maximum compensation under any circumstances.

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. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”

Z’ONION CREATIVE GROUP LLC
DBA zö agency
an Oregon corporation

Dated:

By (Signature):

Name: Sonja Anderson, CEO
Title: Director
Principal Place of
Business Address: 70 SW Century Drive #1100, Bend, OR 97702 Email Address: [email protected]
Telephone: ( 541 ) 678-4048
Fax: ( )
“CONSULTANT”

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-134 Agenda Date: 3/24/2026

REPORT TO COUNCIL

SUBJECT
Action on the 2025 General Plan Annual Progress Report (APR)

BACKGROUND
California State Law requires local jurisdictions, including Santa Clara, to maintain a General Plan to guide the orderly, long-term use of lands within the City through policies and General Plan Land Use designations. The General Plan communicates the City’s long-term vision for future growth and land use and establishes a policy framework to govern decision-making concerning the physical development of the community. The seven major strategies of the General Plan, along with their implementing goals and policies, define and communicate the City’s overarching vision for the community in relation to physical development patterns. The City’s seven major General Plan strategies are:

1. Enhance the City’s High Quality of Life

2. Preserve and Cultivate Neighborhoods

3. Promote Sustainability

4. Enhance City Identity

5. Support Focus Areas and Community Vitality

6. Maintain the City’s Fiscal Health and Quality Services

7. Maximize Health and Safety Benefits
The General Plan further establishes multiple goals and policies to guide decision making to be consistent with the realization of these strategies.

The Housing Element is a required component of the General Plan and, per State law, must demonstrate the City’s ability to support residential development capacity consistent with the City’s Regional Housing Needs Allocation (RHNA). The Housing Element is the only element that is required to be updated on an eight-year cycle and cities are currently in the sixth cycle Housing Element.

The City is required to provide three annual reports to the State to demonstrate the City’s progress toward implementation of its General Plan:
· General Plan Annual Progress Report (GP APR)
· General Plan Housing Element Annual Progress Report (Housing Element APR) · Housing Successor Agency Annual Report regarding the Low and Moderate Income Housing Asset Fund (LMIHAF)
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26-134 Agenda Date: 3/24/2026
City’s Housing Element, which was adopted by the City Council on May 7, 2024 and subsequently certified by the California Department of Housing and Community Development (HCD) on May 31, 2024. Submittal of a timely APR allows cities to submit for key State grants, such as the One Bay Area Grant, which are used for infrastructure improvements.

These reports are due on April 1
st of each calendar year and the Housing Element APR and LMIHAF must be submitted to HCD using the forms and definitions adopted by HCD. These two documents must also be posted on the City’s website.

Historically, the City has submitted three reports to the State on an annual basis, in conformance with these requirements. Staff is preparing all three documents to submit to the State prior to April 1, 2026.

Beginning in 2020, the State further mandated that all cities, including Charter cities such as Santa Clara, and all 58 counties, submit the GP APR to their legislative body, as well as to the Governor’s Office of Land Use & Climate Innovation (LCI) (formerly known as the Office of Planning and Research (OPR)) (Government Code Section 65400). This report is being submitted to the City Council to fulfill this requirement.

DISCUSSION
Annual Progress Reports (APR) provide local legislative bodies with information regarding the implementation of the General Plan for their city or county. The Annual Progress Report is strictly a reporting document and does not create or modify any City of Santa Clara goals or policies found within the General Plan. APRs must be presented to the local legislative body for review and acceptance. Once approved, the General Plan APR must be filed with the Governor’s LCI and the Housing Successor Agency Annual Report must be posted on the City’s Website.

This report includes six attachments documenting the City’s implementation of the General Plan over the last calendar year. As described in these documents, the City’s General Plan is consistent with State law, and has been successful in creating market-rate housing, especially in the City’s General Plan Focus Areas.

Attachment 1 is a fact sheet that includes relevant milestones for the General Plan. A summary of the Housing Element APR, including housing production numbers for the year and Housing Element implementation actions, is included as Attachment 2. The City of Santa Clara’s RHNA number for the sixth cycle Housing Element 2023-2031 is 11,632. As of the end of 2025, the City has issued building permits for 26% (3,044/11,632) of the City’s RHNA allocation. IFor 2025, a total of 1,985 units were issued Planning entitlements, with building permits for 528 units issued. A total of 2,991 units were issued certificates of occupancy in 2025.

The Housing Successor Annual Report regarding the LMIHAF has been prepared pursuant to California Health and Safety Code Section 34176.1(f). The FY 2024-2025 has been completed and is included for reference as Attachment 3.

A list of all General Plan Amendments filed since the adoption of the 2010-2035 General Plan is included as Attachment 4. Five amendments were adopted to the General Plan in 2025, including (1) the Freedom Circle Future Focus Area Text Amendment that allowed for a 1,792 unit apartment project by the Irvine Company;
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26-134 Agenda Date: 3/24/2026
(2) a Housing Element Sites Inventory Modification;
(3) Incorporation of the Multi-Jurisdictional Hazard Mitigation Plan into the City’s Safety Element;
(4) Future Focus Area Deletions; and
(5) An Amendment to the City’s Open Space Element, to be consistent with SB 1425 (2022).

The recently adopted Housing Element contains a number of HCD reporting requirements beyond the information contained in the Annual Progress Report. One example is a map of the location of Accessory Dwelling Units constructed in relation to High Resource Areas in the City (Attachment 5).

In addition to mapping the location of ADUs within the City, Housing Element Action 1.n.1 sets a goal of 49 ADUs produced per year, with 70% in either High or Highest Resource areas. For the first two years of the 6
th cycle, 121 of the 134 units constructed (90%) have been in either the High or Highest Resource areas.

The other reporting maps and tables required by the Housing Element are located on the City’s General Plan website, under the heading General Plan and Housing Element Annual Progress Reports, and are provided as Attachment 6 to this report.

ENVIRONMENTAL REVIEW
The action being considered is simply to accept an annual report on the City’s General Plan and as such 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 administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
This report has no fiscal impact as it simply reports housing production for the prior calendar year and gives the City Council a report on the status of the implementation and upkeep of the General Plan.

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

RECOMMENDATION
Accept the General Plan Annual Progress Report as presented by staff for submittal to the California Department of Housing and Community Development (HCD).

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

ATTACHMENTS
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1. Santa Clara General Plan 2010-2035 Fact Sheet

2. 2025 Housing Element Annual Progress Report Summary Data

3. FY 2024-2025 Successor Agency Annual Report

4. Amendments to the General Plan, 2010-Present

5. ADUs Inventory, 6
th Cycle

6. General Plan APR weblinks
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General Plan 2010-2035 Fact Sheet

Adoption Date of General Plan: November 6, 2010
Adoption Date of Housing Element: May 7, 2024; Certified by HCD, May 31, 2024 Consistency with the Office of Land Use and Climate Innovation General Plan Guidelines:
- Consistent, with changes incorporated into the Open Space Element per SB 1425 General Plan Amendments adopted in 2025
- Freedom Circle Focus Area Text Amendment – March 25, 2025 - Housing Element Sites Inventory Modification – April 29, 2025 - Multi-Jurisdictional Hazard Mitigation Plan – April 29, 2025 - Future Focus Area Deletions – May 27, 2025
- Open Space Element Update – December 16, 2025
Priorities for land use decision making that have been established by the local legislative body (e.g., passage of moratoria or emergency ordinances):
- Ordinance 2018, imposing a ban on all commercial cannabis activities, adopted May 12, 2020.

Advance Planning 2025 milestones:
- Incorporation of the Multi-Jurisdictional Hazard Mitigation Plan into the Safety Element - Open Space Element Update Adoption
Ongoing Advance Planning Activities:
- El Camino Specific Plan
- Santa Clara Station Area Plan
- Tasman East Amendment

City of
Santa Clara
The Center of What's Possible
Jurisdiction Santa Clara
Reporting Year 2025
Housing Element Planning Period 6th Cycle
Current Year
Deed
Restricted 0
Non-Deed
Restricted 0
Deed
Restricted 0
Non-Deed
Restricted 0
Deed
Restricted 0
Non-Deed
Restricted 31
Deed
Restricted 0
Non-Deed
Restricted 29
Deed
Restricted 12
Non-Deed
Restricted 37
422
531
Units by Structure Type Entitled Permitted Completed
Single-family Attached 0 0 0
Single-family Detached 5 1 6
2 to 4 units per structure 0 0 0
5+ units per structure 1945 385 2609
Accessory Dwelling Unit 41 143 63
Mobile/Manufactured Home 0 0 0
Total 1991 529 2678
Infill Housing Developments and Infill Units Permitted # of Projects Units 131 531
0 0
43 480
32 0
0 0
Income Rental Ownership Total
Acutely Low 0 0 0
Extremely Low 0 0 0
Very Low 0 0 0
Low 0 0 0
Moderate 0 0 0
Above Moderate 0 0 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 0 0
SB 9 (2021) - Residential Lot Split 0 0
AB 2011 (2022) 0 0
SB 6 (2022) 0 0
SB 423 (2023) 0 0
Ministerial and Discretionary Applications # of Units
Ministerial 34 19
Discretionary 8 461
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 0 Number of Units in Applications Submitted Requesting a Density Bonus 0 Number of Projects Permitted with a Density Bonus 0
Number of Units in Projects Permitted with a Density Bonus 0 Housing Element Programs Implemented and Sites Rezoned Count 36 0
Programs Implemented
Sites Rezoned to Accommodate the RHNA
(Jan. 1 - Dec. 31)
01/31/2023 - 01/31/2031
Units Constructed - SB 423 Streamlining Permits
Number of SB 423 Streamlining Applications Approved
Very Low
Low
Moderate
Acutely Low
Extremely Low
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

Total Units
Housing Applications Summary
Use of SB 423 Streamlining Provisions - Applications
Number of SB 423 Streamlining Applications
Above Moderate
Indicated as Infill
Not Indicated as Infill
Building Permits Issued by Affordability Summary
Income Level
Jurisdiction Santa Clara ANNUAL ELEMENT PROGRESS REPORT Reporting Year 2025 (Jan. 1 - Dec. 31) Housing Element Implementation Planning Period 6th Cycle 01/31/2023 - 01/31/2031
1 Projection
Period 34
RHNA Allocation
by Income Level
Projection
Period -
06/30/2022-
01/30/2023
2023 2024 2025 2026 2027 2028 2029 2030 2031
Total Units
to Date (all
years)
Total Remaining
RHNA by
Income Level
Deed Restricted - - - - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - 22 - - - - - - - - Non-Deed Restricted - 10 7 - - - - - - - Deed Restricted 113 21 - - - - - - - - Non-Deed Restricted 13 5 7 31 - - - - - - Deed Restricted 201 177 2 - - - - - - - Non-Deed Restricted 17 13 17 29 - - - - - - Deed Restricted 48 42 3 12 - - - - - - Non-Deed Restricted 12 18 21 37 - - - - - - Above Moderate 5,126 1,616 602 41 422 - - - - - - 2,681 2,445 11,632
2,020 910 98 531 - - - - - - 3,559 8,073 Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Acutely Low - - *For years prior to 2025, data on deed-restricted vs. non-deed restricted Extremely Low-Income units is approximated from whether the projects reported any deed-restricted Very Low-Income Units. If you wish to edit this historical data for accuracy or have any questions about the data, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Total Units
*For jurisdictions that received RHNA determinations for the current cycle prior to the passage of AB 3093 (September 19, 2024):
- You were not allocated Acutely Low-Income and Extremely Low-Income RHNA targets, therefore the allocations in Field 1 are listed as "0" - If you wish to set your own targets in these income categories for informational purposes, contact HCD staff at [email protected]. - All Acutely Low-Income and Extremely Low-Income units reported during the cycle are counted towards Very-Low Income RHNA progress 1,788
Total RHNA
-
1,197 Low
*For years prior to 2025, Acutely Low-Income units are reported within the Extremely Low-Income category Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.

Extremely Low -
193 Moderate
2,872
1,653
1,981
456
229
Income Level
Very Low
39 -
This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs.

Please contact HCD if your data is different than the material supplied here 2 Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
2,643

I I I I I

Prepared by Housing & Community Services Division
1500 Warburton Avenue Santa Clara, CA 95050
(408) 615-2490 [email protected]

HOUSING SUCCESSOR

ANNUAL REPORT

REGARDING THE LOW- AND MODERATE-INCOME HOUSING ASSET
FUND FOR FISCAL YEAR 2024-25

PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE
SECTION 34176.1(f)

FOR THE CITY OF SANTA CLARA

Submission Date: March 31, 2026

... • l City of
\ ,., , G,,. ~/ Santa Clara
····- ·
4115510
" .-·_,.. The Center of What 's Possible

Santa Clara Housing Successor Page 1

HOUSING SUCCESSOR ANNUAL REPORT

REGARDING THE

LOW- AND MODERATE-INCOME HOUSING ASSET FUND
FOR FISCAL YEAR 2024-25 PURSUANT TO
CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1(f)

FOR THE CITY OF SANTA CLARA

The Housing Successor Annual Report (Report) regarding the Low- and Moderate-Income Housing Asset Fund (LMIHAF) has been prepared pursuant to California Health and Safety Code Section 34176.1(f) and describes the status of the LMIHAF as of June 30, 2025. The Report further provides certain details regarding the City of Santa Clara, as Housing Successor (“Housing Successor” or “City”), and its activities during Fiscal Year 2024-25 (Fiscal Year). The purpose of this Report is to provide the governing body of the Housing Successor , the Santa Clara City Council, an annual report on the housing assets and activities of the Housing Successor under Part 1.85, Division 24 of the California Health and Safety Code, in particular sections 34176 and 34176.1 (Dissolution Law).

The following Report is based upon information prepared by staff and information contained within the financial records of the Low- and Moderate-Income Housing Asset Fund 169 for Fiscal Year 2024-25.

The Report conforms with and is organized into Sections I through XI, inclusive, pursuant to Section 34176.1(f) of the Dissolution Law:

I. Amount Deposited into LMIHAF: This section provides the total amount of funds deposited into the LMIHAF during the Fiscal Year. Any amounts deposited for items listed on the Recognized Obligation Payment Schedule (ROP S) must be distinguished from the other amounts deposited. This section also includes a reporting on the amount the Housing Successor received pursuant to Health and Safety Code Section 34191.4(b)(3)(A) for sponsoring community loan repayments.

II. Ending Balance of LMIHAF: This section provides a statement of the balance in the LMIHAF as of the close of the Fiscal Year. Any amounts deposited for items listed on the ROPS must be distinguished from the other amounts deposited.

III. Description of Expenditures fro m LMIHAF: This section provides a description of the expenditures made from the LMIHAF during the Fiscal Year. The expenditures are to be categorized.

IV. Statutory Value Of Assets Owned By Housing Successor In LMIHAF: Under the Dissolution Law, and for purposes of this Report, the “statutory value of real property” means the value of properties formerly held by the former redevelopment agency , as listed on the housing asset transfer schedule approved by the Department of Finance , as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF.

V. Description of Transfers: This section describes transfers, if any, to another housing successor agency made in previous Fiscal Year(s), including whether the funds are l Cityof
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unencumbered and the status of projects, if any, for which the transferred LMIHAF will be used.

The sole purpose of the transfers must be for the development of transit priority projects, permanent supportive housing, housing for agricultural employees or special needs housing.

VI. Project Descriptions: This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

VII. Status of Compliance with Section 34176.1: This section provides a status update on compliance with Section 34176.1 (amending the dates to initiate activities consistent with development of affordable housing under Section 33334.16). For interests in real property acquired on or after February 1, 2012, this section provides a status update on the project.

VIII. Description of Outstanding Obligations under Section 33413: This section describes the outstanding inclusionary and replacement housing obligations, if any, under Section 33413 that remained outstanding prior to dissolution of the former redevelopment agency as of February 1, 2012, along with the Housing Successor’s progress in meeting those prior obligations of the former redevelopment agency and how the Housing Successor plans to meet any unmet obligations.

IX. Income Test: This section provides the information required by Section 34176.1(a)(3)(B), or a description of expenditures by income restriction for five-year period, with the time period beginning January 1, 2014, and whether the statutory th resholds have been met. However, reporting of the Income Test was reported in 2024 (FY23-24) and will be reported again in 2029 (FY2028-29 Report).

X. Senior Housing Test: This section provides the percentage of units of deed-restricted rental housing restricted to seniors and assisted individually or jointly by the Housing Succe ssor, its former redevelopment agency, and its host jurisdiction within the previous 10 years in relation to the aggregate number of units of deed -restricted rental housing assisted individually or jointly by the Housing Successor, its former redevelopment agency and its host jurisdiction within the same time period. For this Report the ten-year period is July 1, 2015- June 30, 2025.

XI. Excess Surplus Test: This section provides the amount of excess surplus in the LMIHAF, if any, the length of time that the Housing Successor has had excess surplus, and the Housing Successor’s plan for eliminating the excess surplus.

XII. Inventory of Assisted Homeownership Units: An inventory of homeownership units assisted by the former redevelopment agency or the housing successor that are subject to covenants or restrictions or to an adopted program that prote cts the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to subdivision (f) of Section 33334.3.

This Report is to be provided to the California Department of Housing and Community Development by April 1, 2026. In addition, this Report and the former redevelopment agency’s pre- dissolution Implementation Plans are to be made available to the public on the City’s website, www.santaclaraca.gov.

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I. AMOUNT DEP OSITED INTO LMIHAF ( INCLUSIVE OF DEPOSIT S MADE PURSUANT TO SECTION 34191.4(B)(3)(A))
Source Amount
First Time Homebuyer Loan Repayment (Principal & Interest) $166,142 Housing Rehab Loans-NCIP (Principal & Interest) $0
AH Development Loans Repayment (Principal & Interest) $1,189,170 Use of Money & Assets (Interest, Rent, Misc. Other Revenue) $187,240 20% Set Aside on Sponsoring Community Loan Repayments
Pursuant to Safety Code Section 34191.4(b)(3)(A) -
Developer Fees $0
Land Sale Proceeds $
Total from all sources deposited in Fiscal Year $1,542,552

A total of $1,542,552 was deposited into the LMIHAF during the Fiscal Year. Of the total funds deposited into the LMIHAF, a total of $0 was held for items listed on the ROPS. The City did not receive any loan repayments under Section 34191.4(b)(3)(A) from the Successor Agency for funds borrowed from the City by the former redevelopment agency. Because no payments were made, no deposits were required to be made into the City’s LMIHAF that were associated with sponsoring community loan repayments under Health and Safety Code Section 34191.4(b)(3)(A).

II. ENDING BALANCE OF LMIHAF
Balance of LMIHAF as of 6/30/25
Subject Balance
Previous balance + Current Deposits - Expenditures $5,154,665

At the close of the Fiscal Year, the ending balance in the LMIHAF was $5,154,665 of which $0 is held for items listed on the ROPS.

III. DESCRIPTION OF EXPENDITURES FROM LMIHAF
Subject Amount
Monitoring & Administration $303,197
Homeless Prevention and Rapid Rehousing Services Expenditures $249,989 Housing Development Expenditures for pre-development expenses $0 Total Expenditures $553,186

The primary expenditures from the LMIHAF were for the Homeless Prevention, Case Management services for the Tenant Based Rental Assistance (TBRA) program, and Rapid Rehousing Services and expenditures.

The City entered into two separate agreements with program service providers totaling $250,000 l Cityof
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from LMIHAF funds. The TBRA program was administered by Abode Services. The City allocated LMIHAF funds in the amount of $140,000 to Abode Services to provide case management services and general program administration services for the TBRA program. Federal Home Investment Partnerships Act (HOME) funds in the amount of $701,184 were allocated for subsidies and deposits, and $160,697 from City Affordable Housing funds were allocated to supplement the LMIHAF funds. The TBRA program provides housing and case management services to individual and families who are homeless or at risk of homelessness. The second agreement is with the County of Santa Clara to provide intensive case management and other supportive services for homeless individuals in order to obtain and maintain permanent housing. The agreement is for $125,000 of which $110,000 comes from LMIHAF funds.

IV. STATUTORY VALUE OF ASSETS OWNED BY HOUSING SUCCESSOR IN LMIHAF Under the Dissolution Law and for purposes of this Report, the “statutory value of real property” means the value of properties formerly held by the former redevelopment agency as listed on the housing asset transfer schedule approved by the Department of Finance as listed in such schedule under Section 34176(a)(2), the value of the properties transferred to the Housing Successor pursuant to Section 34181(f), and the purchase price of property(ies) purchased by the Housing Successor. Further, the value of loans and grants receivable is included in these reported assets held in the LMIHAF.

The following provides the statutory value of assets owned by the Housing Successor.

Asset Category - Loans # of Loans Statutory Value
First Time Home Buyers 20 $663,462
Housing Rehab- NCIP 2 $93,324
Development Loans 30 $103,167,297
Total Loan Balances $103,924,083

Asset Category - Land Statutory Value
Land Held for Development
3575 De La Cruz Boulevard $1,703,500
Land Developed with Affordable Housing
Presidio El Camino Affordable Housing $2,694,997
Charities Housing - Homesafe $1,479,897
76 N Winchester Boulevard (formerly 90 N Winchester Blvd) $7,596* Monroe Commons Affordable Housing $5,400,270
Total Land Balances $11,286,260

Total Statutory Value of Assets Owned by Housing Successor $114,795,317 *The affordable senior housing project land (APN 303-17-054) has a cost of $7,596.

V. DESCRIPTION OF TRANSFERS
The Housing Successor did not make any LMIHAF transfers to other Housing Successor(s) under Section 34176.1(c)(2) during the Fiscal Year.

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No previous projects required LMIHAF transfers during the fiscal year.

VI. PROJECT DESCRIPTIONS
This section describes any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

The Housing Successor does not receive or hold property tax revenue pursuant to the ROPS.

VII. STATUS OF COMPLIANCE WITH SECTION 34176.1
Section 34176.1 provides that the deadlines in Section 33334.16 do not apply to interests in real property acquired by the Housing Successor on or after February 1, 2012; however, this Report presents a status update on the project related to such real property.

With respect to interests in real property acquired by the former redevelopment agency prior to February 1, 2012, the time periods described in Section 33334.16 shall be deemed to have commenced on the date that the Department of Finance approved the property as a housing asset in the LMIHAF; thus, as to real property acquired by the former redevelopment agency now held by the Housing Successor in the LMIHAF, the Housing Successor must initiate activities consistent with the development of the real property for the purpose for which it was acquired within five years of the date the DOF approved such property as a housing asset.

The following provides a status update on the project for a property that have been acquired by the Housing Successor using LMIHAF on or after February 1, 2012:

Address
Date of Transfer
approval from
DOF
Deadline to
initiate
activity
Current Status
3575 De La Cruz Boulevard 7/16/2013 7/16/2018
Awarded and
Executed ENA (ENA
Extended to December 2025)

3575 De La Cruz Boulevard:

On January 29, 2018, the Housing and Community Services Division held a Community Engagement Meeting at the Northside Library to discuss plans for the future development of the City-owned site at 3575 De La Cruz Boulevard. The RFP was issued in June 2018 and on April 9, 2019, Santa Clara’s City Council approved an ENA with Habitat for Humanity Company for the development of 3575 De La Cruz Boulevard. The ENA provided an initial negotiating period of 18 months, commencing on the date of the Agreement was fully executed, which could be extended for two additional periods of six months each by the City Manager upon presentation of a written request from the Developer together with a schedule of tasks to be accomplished during the additional period. Both six-month extensions were authorized by the City Manager. As allowed under the ENA, the City Manager granted two six-month extensions for the ENA on December 14, 2020 and the second on July 12, 2021. Since that time, six additional extensions were signed extending the ENA until December 31, 2025 to allow Habitat for Humanity additional time to prepare a Disposition and Development Agreement (DDA) for Council consideration.

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VIII. DESCRIPTION OF OUTSTANDING OBLIGATIONS PURSUANT TO SECTION 33413 Replacement Housing: According to the FY2009/ 10 - FY2015/16 Implementation Plan for the former redevelopment agency, no Section 33413(a) replacement housing obligations were transferred to the Housing Successor. The former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov

There are no existing replacement housing obligations.

Inclusionary/Production Housing: According to the FY2009/ 10 - FY2015/16 Implementation Plan for the former redevelopment agency, no Section 33413(b) inclusionary/production housing obligations were transferred to the Housing Successor. The former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov

There are no existing inclusionary production obligations.

IX. EXTREMELY-LOW INCOME TEST
Section 34176.1(a)(3)(B) requires that the Housing Successor must require at least 30% of the LMIHAF be expended for development of rental housing affordable to and occupied by households earning 30% or less of the AMI. If the Housing Successor fails to comply with the Extremely-Low Income requirement in any five-year report, then the Housing Successor must ensure that at least 50% of the funds remaining in the LMIHAF be expended in each fiscal year following the latest fiscal year following the report on households earning 30% or less of the AMI until the Housing Successor demonstrates compliance with the Extremely-Low Income requirement.

This information was reported in FY 2023-24 report and every five years thereafter. The next report is expected to be in FY 2028-29.

X. SENIOR HOUSING TEST
The Housing Successor is to calculate the percentage of units of deed -restricted rental housing restricted to seniors and assisted by the Housing Successor, the former redevelopment agency and/or the City within the previous 10 years in relation to the agg regate number of units of deed- restricted rental housing assisted by the Housing Successor, the former redevelopment agency and/or City within the same period. If this percentage exceeds 50%, then the Housing Successor cannot expend future funds in the LM IHAF to assist additional senior housing units until the Housing Successor or City assists and construction has commenced on a number of restricted rental units that is equal to 50% of the total amount of deed-restricted rental units.

The following provid es the Housing Successor’s Senior Housing Test for the 10-year period of 7/1/2015-6/30/2025. The aggregate number of units of deed-restricted rental housing restricted to seniors and assisted individually or jointly by the housing successor, its former red evelopment agency, and its host jurisdiction within the previous 10 years did not exceed 50 percent of the aggregate number of units of deed -restricted rental housing assisted individually or jointly by the housing successor, its former redevelopment agency, and its host jurisdiction within the same time period. Therefore, the restrictions under Section 34176.1(b) do not apply. Please note that there were no new deed-restricted senior rental housing units for seniors during this reporting period, so the total percentage of assisted senior housing remains unchanged.

Senior Housing Test 10 Year Test
July 1, 2015 - June 30, 2025
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# of Assisted Senior Rental Units by Former RDA 0
# of Assisted Senior Rental Units by City 79
# of Assisted Senior Rental Units by Housing Successor 164 Total # of Assisted Senior Rental Units 243
# of Assisted Rental Units by Former RDA 0
# of Assisted Rental Units by City 424
# of Assisted Rental Units by Housing Successor 372
Total # of Assisted Rental Units 796
Assisted Senior Housing Percentage 30.53%

XI. EXCESS SURPLUS TEST
Excess Surplus is defined in Section 34176.1(d) as an unencumbered amount in the LMIHAF account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the Housing Successor’s preceding four Fiscal Years, whichever is greater.

The Housing Successor created the LMIHAF account on February 1, 2012. The LMIHAF Balance on Deposit of $4,055,297, this amount is less than the sum of the annual deposits made in the preceding four fiscal years of $5,034,690. As a result, the LMIHAF does not have an Excess Surplus.

Annual Deposits Amount Deposited
FY 2020-21 LMIHAF Deposits $1,552,257
FY 2021-22 LMIHAF Deposits $1,322,898
FY 2022-23 LMIHAF Deposits $1,203,963
FY 2023-24 LMIHAF Deposits $955,572
Aggregate Deposits for 4 preceding fiscal years $5,034,690 LMIHAF Balance on Deposit $4,055,297
Encumbered Funds
Unencumbered LMIHAF Balance on Deposit $4,055,297

Excess Surplus $0

XII. HOMEOWNERSHIP INVENTORY

This section contains an inventory of homeownership units assisted by the former redevelopment agency or the housing successor that are subject to covenants or restrictions or to an adopted program that protects the former redevelopment agency's investment of moneys from the Low and Moderate Income Housing Fund pursuant to subdivision (f) of Section 33334.3.

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There are a total 57 of assisted homeownership units being monitored by the housing successor.

No units were lost from the portfolio during the fiscal year and no units have been lost from the portfolio since February 1, 2012. A total of three units have been removed from th e housing successor’s portfolio during the fiscal year because the homeowners have satisfied the terms of the recorded affordability covenants.

No funds were returned as part of a program that protects the former agency's investment of funds from the LMIH AF. The Housing Successor did receive $ 166,142 of program income associated with the housing successor's homeownership portfolio.

ACTIONS NEEDED
This report must be submitted to the California Department of Housing and Community Development by April 1st. This report and the former redevelopment agency’s Implementation Plans are posted on the City’s website at www.santaclaraca.gov
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City of Santa Clara
General Plan Amendments
2010-present
2/11/2026
GPA # Project File Number Description Notes
#73 1410 El Camino Real - The Presidio PLN2010-08180 GPA# 73 from Gateway Thoroughfare to High Density Residential (3,025 sq.ft. of commercial use and 40 residential units) 11.09.2010 - City Council Approved #74 2875 Lakeside Drive PLN2010-08051 GPA #74 - General Plan Text Amendment for lot coverage; (5-story, 107 room extended stay hotel with podium parking at grade and 4 floors above)
GPA was withdrawn
#75 5403 Stevens Creek Blvd PLN2011-08988 GPA #75 - General Plan Amendment from Low Intensity Office R&D to High Intensity Office R&D (Two 6-story office buildings totaling 295,500 sq.ft. & one below and above grade parking structure w/ a total of 1,118 on-site parking spaces; demolish existing commercial building [I-Hop])

07.17.2012 - City Council Approved
#76 45 Buckingham Drive PLN2013-09799 GPA #76 from Communi ty Mixed Use to High Density Residential (Four- story, 222 unit multi-family residential development with wrap parking structure w/ 375 on-site parking spaces; demolish of existing commercial building)

03.18.2014 - City Council Approved
#77 2585 El Camino Real PLN2013-09805 GPA#77 - General Plan Amendment from Community Mixed Use to High Density Residential (60 condominiums at 43 DU/AC) 08.27.2013 - City Council Approved #78 2611 El Camino Real PLN2013-09744 GPA #78 General Plan Amendment from Regional Mixed Use to High Density Residential (183 multi-family residential project; demolish commercial)

09.15.2013 - City Council Approved
#79 166 Saratoga Avenue PLN2013-10111 GPA #79 - General Plan Amendment from Community Mixed Use to Medium Density Residential (33 townhomes) 12.09.2014 - City Council Approved #80 2620-2800, 2423-2475 Augustine
Drive
PLN2014-10256 GPA #80 - General Plan Amendment from High Intensity Office/R&D to Community Commercial [Retail Center] and Light Industrial to High Intensity Office/R&D [Office Phase II & III] (up to 1,243,300 s.f. of office space and up to 125,000 s.f. of retail space for a total (inclusive of Office Phase I) of up to 2,000,100 square feet of development)

06.10.2014 - City Council Approved
#81 1313 Franklin Street PLN2014-10542 GPA #81 - General Plan Amendment from Community Mixed Use to Regional Mixed Use (44 residential condominium units and 14,500 s.f. retail)

01.13.2015 - City Council Approved
#82 1701 Lawrence Road PLN2014-10320 GPA #82 - General Plan Amendment from Medium Density Residential to Low Density Residential (9-unit townhome project; demolish two commercial buildings and a single family residence)

04.07.2015 - City Council Approved
#83 5155 Stars & Stripes PLN2014-10554 GPA #83 - General Plan Amendment from Parks/Open Space and Regional Commercial to Urban Center/Entertainment District (up to ~9.16M s.f. of office, retail, residential, hotel and entertainment facilities; new open space, parking, roadways, and infrastructure; demolish existing structures)

06.28.2016 - City Council Approved
#84 2505 Augustine Drive, 3333
Octavius Drive
PLN2014-10577 GPA #84 - General Plan Amendment for Santa Clara Square Office Phases II and III (Light Industrial to High Intensity Office/R&D) (6-8 story office buildings)

11.18.2014 - City Council Approved
#85 2780 El Camino Real PLN2015-11360 General Plan Amendm ent #85 from Regional Mixed-Use to Density Residential (158 apartments; demolish bowling alley) Withdrawn #85 2780 El Camino Real PLN2017-12669 General Plan Amendm ent #85 from Regional Mixed-Use to Medium Density Residential (58 townhomes; demolish bowling alley 5/22/2018 - City Council Approval #86 Lawrence Station Area Plan PLN2014-10500 GPA #86 - General Plan Amendment for Lawrence Station Area Plan from Low Intensity Office/R&D to Medium, High, and Very High Density Residential (up to 3,500 residential units and up to 104k s.f. commercial, plus parkland, roads, and infrastructure)
11/29/2016 - City Council Approved
#87 1205 Coleman Avenue PLN2016-12318 GPA #87 - General Plan Amendment for the Santa Clara Station Focus Area to allow residential development at 51 - 100 du/ac and commercial development at a minimum 0.20 FAR (up to 1,600 residential units and approximately 220k s.f. hotel/retail/restaurant)
7/9/2019 - City Council Approved
#88 575 Benton Street PLN2015-10980 GPA #88 - General Plan Amendment from Santa Clara Station High Density Residential and Santa Clara Station Low Density Residential to Santa Clara Station High Density Residential and to include a policy to allow limited neighbo
rhood commercial uses within the Santa Clara Station Focus Area on a 5.8-acre site (318 apartments and approximately 22,000 s.f. commercial)
02/23/2016 - City Council Approved
#89 3905 Freedom Circle PLN2017-12516 GPA #89 - General Plan Amendment from High Intensity Office/R&D to a Very High Density Residential to allow up to 1,100 residential units with 1,540 parking spaces, up to 2,000 square foot of commercial with 10 parking spaces and a 2-acre public park.

Pending - 3/31/2020 PCC (deemed incomplete)
#90 100 N. Winchester Boulevard PLN2015-11231 GPA #90 - Genera l Plan Amendment from Regional Commercial to High Density Residential (92 market rate senior units) 01/12/2016 - City Council Approved

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City Council and Authorities ConcurrentMarch 24, 2026

City Council and Authorities Concurrent
March 24, 2026