Agenda packet — City Council and Authorities Concurrent, May 19, 2026 (part 4 of 7)

Attachment 2
Bid Summary
2026 ANNUAL STREET PAVEMENT MAINTENANCE
AND REHABILITATION PROJECT (CE 25-26-02)
BID SUMMARY Bid Opening Date: April 23, 2026
ENGINEER’S ESTIMATE: $ 11,350,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
MCK Services $ 10,306,342.82* 9.2% below
Teichert Construction $ 10,448,414.00 7.9% below
DeSilva Gates Construction $ 10,604,604.00 6.6% below
O'Grady Paving $ 11,057,789.85 2.6% below
*The amount shown reflects corrections by the City pursuant to paragraph 18.C. of Document 00200, Instructions to Bidders, of the specifications due to mathematical discrepancies in the Bid.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-435 Agenda Date: 5/19/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute an Agreement with Alliant Insurance Services Inc. to Provide Insurance Broker and Related Services for a Total Not to Exceed Compensation of $766,100

BACKGROUND
Alliant Insurance Services (Alliant) has provided insurance broker and related services to the City for more than 20 years without a service agreement. During this time, Alliant has been compensated through a retail commission arrangement where Alliant retains a percentage of the gross premiums billed to the City, the percentage varying based on Alliant’s arrangement with individual insurers.

Upon review of the current condition, the City’s current Risk Manager identified two priorities: a) entering into a two year service agreement with Alliant to memorialize business and legal terms and conditions including a scope of work and compensation schedule, and b) initiating a Request for Proposals (RFP) process to competitively solicit the market and transition to a new firm if a different vendor is selected through the competitive process.

DISCUSSION
Staff requests City Council approval of a two-year agreement with Alliant effective July 1, 2026.

Under the agreement, Alliant will continue to provide insurance broker, account management, administration, insurance placement and renewal, claims, and property appraisal services.

For the first year of the term, staff has negotiated a fixed fee of $370,000 for insurance broker services on insurance programs except for those obtained through the Public Risk Innovation, Solutions, and Management (PRISM) risk pool. PRISM utilizes Alliant for insurance broker services and allocates all costs of its programs, including administrative costs, to participating members. City Code Section 2.105.270(b) indicates that the City, through the City Manager and/or the Purchasing Division Manager, may contract with a vendor based on an agreement negotiated by a joint powers agency.

The fixed fee in Year 1 of the term represents a $256,100, or 41%, decrease in cost compared to the $626,100 in retail commission received by Alliant in Fiscal Year 2025/26. The fixed fee for Year 2 of the term represents a 3% increase over Year 1. Typical commission rates for insurance programs outside of PRISM range from 10% to 15%. The fixed fee for Year 1 is equivalent to a 7.5% commission based on the premiums paid in Fiscal Year 2025/26.

The agreement has a termination for convenience clause allowing the City to terminate the contract at any time during the two-year term, thus allowing flexibility to complete the RFP process and transition to a new vendor, if required. Included in the maximum compensation amount of $766,100 City of Santa Clara Page 1 of 3 Printed on 5/15/2026
powered by Legistar™
26-435 Agenda Date: 5/19/2026
is a $15,000 contingency to allow staff the ability to add insurance product lines or additional property appraisals. Additional services (if required) will be executed by amendment(s) and signed by both parties.

With respect to the City’s other insurance programs outside of PRISM, the Purchasing Division Manager has determined that the proposed interim two-year agreement with Alliant is exempt from competitive bidding pursuant to City Code Section 2.105.290(c), which states that a procurement process would not be useful or produce any advantage where, due to circumstances beyond the control of the City, the time necessary to use the competitive procurement procedure would result in substantial economic loss to the City or substantial interference with a critical City operation.

Approval of this agreement would allow the City to maintain continuity of insurance broker services with an insurance broker that can access insurance markets globally until such time as the City can explore alternative offerings through a competitive procurement process.

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 fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The FY 2026/27 Proposed Operating Budget includes funding for costs being allocated to the General Fund, Electric Utility Fund, and Convention Center Maintenance District Fund. The FY 2026/27 Operating Budget for the Santa Clara Stadium Authority adopted on March 10, 2026, includes funding for the Stadium Authority’s portion of the costs.

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

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute a two-year agreement with Alliant Insurance Services Corporation to provide Insurance Broker and Related Services for a two-year term commencing on July 1, 2026, and ending on June 30, 2028 with a maximum compensation not to exceed seven hundred sixty-six thousand one hundred dollars ($766,100), inclusive of a fifteen thousand dollar ($15,000) contingency in substantially the form presented, subject to budget appropriations and review and approval as to final form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement including the execution of minor amendments to add or delete services within the overall scope of services.

City of Santa Clara Page 2 of 3 Printed on 5/15/2026
powered by Legistar™
26-435 Agenda Date: 5/19/2026
Reviewed by: Glen Googins, City Attorney
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Agreement with Alliant Insurance Services, Inc.

City of Santa Clara Page 3 of 3 Printed on 5/15/2026
powered by Legistar™
Agreement with Alliant Insurance Services Page 1 of 18
Rev. 07-01-18
EBIX Insurance No. S200004897

AGREEMENT FOR SERVICES

BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA, (“CITY”)
AND
ALLIANT INSURANCE SERVICES, INC., A CALIFORNIA CORPORATION ("CONSULTANT")

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Alliant Insurance Services, 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, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
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, Agreement with Alliant Insurance Services Page 2 of 18
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2026 and terminate on June 30, 2028.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Seven Hundred Sixty-Six Thousand One Hundred Thousand Dollars ($766,100), 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 Agreement with Alliant Insurance Services Page 3 of 18
Rev. 07-01-18
be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
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 Agreement with Alliant Insurance Services Page 4 of 18
Rev. 07-01-18
or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees 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 (collectively “Indemnitees”) from and against any third-party claims, injuries, liabilities, losses, costs, expenses or damages, including reasonable attorney’s fees but only to the extent caused by the negligent acts, errors or omissions, or willful misconduct of Agreement with Alliant Insurance Services Page 5 of 18
Rev. 07-01-18
Contractor, its officers, employees, or subcontractors in the performance of the Services under 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. Contractor shall have no obligation to indemnify or defend Indemnitees to the extent that such claims, damages, losses, liabilities, costs or expenses are caused by the negligence or willful misconduct of any Indemnitee or by acts or omissions of insurers, reinsurers. Contractor’s duty to defend shall apply only to claims that are subject to indemnification under this Section and shall arise upon written tender by City; provided, however, that Contractor shall not be required to defend claims to the extent such claims are attributable to the negligence or willful misconduct of City. The Parties agree that any defense obligations shall be allocated in proportion to the relative fault of the Parties as determined by agreement or final adjudication
B. Contractor’s indemnity obligations shall extend to any and all employmentrelated 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. This obligation shall apply only to the extent such penalties, fines, rulings, or payments are caused by Contractor’s noncompliance with applicable law.

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

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

Agreement with Alliant Insurance Services Page 6 of 18
Rev. 07-01-18

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: City Attorney’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
[email protected]
And to Contractor addressed as follows:

Alliant Insurance Services, Inc
Attn:Legal Department
701 B Street, 6th Floor
San Diego, CA 92101 (619) 238-1828
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Alliant Insurance Services Page 7 of 18
Rev. 07-01-18
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, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

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

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

Agreement with Alliant Insurance Services Page 8 of 18
Rev. 07-01-18

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

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

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”
ALLIANT INSURANCE SERVICES, INC. a CALIFORNIA CORPORATION Dated:

By (Signature):

Name: Fill in this blank
Title: Fill in this blank
Principal Place of
Business Address:
18100 Von Karman Avenue, 10th Floor
Irvine, CA 92612
Email Address: Fill in this blank
Telephone: ( ) Fill in this blank
Fax: ( ) Fill in this blank
“CONTRACTOR”
Agreement with Alliant Insurance Services Page 9 of 18
Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City and the Stadium Authority (listed individually or collectively referred to as “City") by the Contractor under this Agreement are set forth below.

1. Account Management

1.1. Provide the City with a dedicated Contractor service team, including a dedicated loss control team. Contractor will advise on changes to the dedicated service team.

1.2. Provide City's Risk Manager or designee ("City Representative") with copies of insurance carrier quotes by e-mail or another digital platform upon Contractor's receipt. When transmitting any insurance carrier quote to City's Representative, Contractor shall also specify the portion of the premium that would be the commission paid by the insurance carrier to Contractor.

1.3. Provide City's Representative with copies of insurance company premium invoices with due dates no later than three (3) weeks before they are due to the insurance carrier.

1.4. Meet with City Representative or designee no less than quarterly to discuss risk management trends that may affect City.

1.5. Submit an Annual Report no later than November 30th of each year during the term of this Agreement to City's Representative. The Annual Report shall include, but is not limited to, the elements listed below. City's Representative may request Contractor to include other items or to delete items from Contractor's Annual Report.

1.5.1. Schedule of all insurance policies in force, showing expiration dates, annual premium, limits and deductibles/retentions.

1.5.2. Detailed losses for each policy, paid and reserved, summarized for the previous fiscal year and for the five previous fiscal years, segregated by cause.

1.5.3. Comments on major property loss prevention recommendations.

1.5.4. Full accounting of fees and/or other compensation earned on the City account outside of this Agreement by brokerages affiliated with Contractor, including but not limited to wholesale, broker fees, and contingent commissions, and services performed for that compensation.

1.5.5. Philosophy on risk retention for various policies, based on market conditions.

1.6. Submit Contractor renewal action plans to City's Representative at least 120 days in advance of a renewal date. The renewal action plans should include the following:

Agreement with Alliant Insurance Services Page 10 of 18 Rev. 07-01-18

1.6.1. Current market conditions by insurance product line.

1.6.2. Limits benchmarking by insurance product line.

1.6.3. Renewal strategy by insurance product line including proposed insurance carriers.

1.6.4. Estimated cost range by insurance product line.

1.6.5. Potential coverage enhancements by insurance product line that should be pursued by the City.

1.7. Assist City's Representative with the development of a five-year budget forecast for each insurance product line every January during the term of the Agreement.

1.8. Advise on City insurance language templates and review certain contracts for insurance requirements, and other risk management issues as requested by City's Representative.

1.9. Promptly respond to City's requests for information as requested by City's Representative, including without limitation, attendance at meetings in the City of Santa Clara with City's staff or before City's Council, participation in conference calls, and/or providing written responses.

1.10. Provide recommendations for insurance coverages not currently carried by City, including but not limited to Earthquake insurance and Fiduciary Liability insurance.

1.11. Evaluate and recommend creative alternatives to traditional insurance products available in the marketplace.

2. Administration

2.1. Audit all policies, endorsements, certificates, binders and invoices for accuracy immediately upon Contractor's receipt. Contractor shall by telephone or e-mail immediately report to City’s Representative any errors and then Contractor shall follow up the telephonic or e-mail report with a written report sent to City's Representative Contractor shall promptly resolve any error with the insurance carrier who made the error.

2.2. Issue certificates of insurance when requested by City's Representative within three (3) business days.

2.3. Provide the City with two (2) user accounts to the CSR 24 Certificate Management System.

2.4. Obtain endorsements that may be required during the course of the policy term.

2.5. Obtain answers from underwriters concerning policy coverage questions, as requested by City’s Representative.

2.6. Assist with premium allocation based on locations, projects or other cost allocation basis, as requested by City's Representative.

Agreement with Alliant Insurance Services Page 11 of 18 Rev. 07-01-18

2.7. Issue automobile I.D. cards for approximately 150 City vehicles no later than the auto liability renewal date.

2.8. Obtain from each insurance carrier providing coverage to City an original copy of each policy and endorsement and transmit each policy and endorsement to the City Representative no later than 60 days following commencement of the coverage period. Contractor acknowledges that it is City's preference to have an original copy of each policy and endorsement no later than 45 days following commencement of coverage. Contractor shall use its bet efforts to meet the 45-day deadline.

2.9. Provide a minimum of two (2) user accounts to Alliant Connect for management and access to insurance related documents.

3. Insurance Placement and Renewals

3.1. For the initial contract year, and subject to budgetary appropriation, Contractor shall place the following insurance policies:

3.1.1. Public Risk Innovation and Solutions Management (PRISM) Policies

3.1.2. General Liability 2 Program which incepts on July 1st

3.1.3. Excess Liability Insurance which incepts on July 1st

3.1.4. Excess Workers’ Compensation Program which incepts on July 1st

3.1.5. Government Crime Insurance which incepts on June 30th

3.1.6. Cyber Liability Insurance which incepts on July 1st

3.1.7. Excess Cyber Liability Insurance which incepts on July 1st

3.1.8. Environmental Liability Insurance which incepts on July 1st

3.1.2. Other City Policies

3.1.2.1. Property Insurance including Boiler and Machinery Coverage which incepts on July 1st

3.1.2.2. Deadly Weapon Response Insurance for certain City locations which incepts on July 1st

3.1.3. Convention Center Policies

3.1.3.1. General Liability Insurance for the Santa Clara Convention Center which expires on July 1st

3.1.3.2. Excess Liability Insurance for the Santa Clara Convention Center which incepts on July 1st

3.1.4. Stadium Authority Policies

3.1.4.1. Law Enforcement Liability Insurance for the Santa Clara Stadium Authority which incepts on July 1st
Agreement with Alliant Insurance Services Page 12 of 18 Rev. 07-01-18

3.1.4.2. Accident Death and Dismemberment Insurance for the Santa Clara Stadium Authority which incepts on July 1st

3.1.5. Silicon Valley Power (SVP) Policies

3.1.5.1. Property Insurance including Boiler and Machinery Coverage for the SVP Power Plants which incepts on September 30th

3.1.5.2. Terrorism Insurance for the SVP Power Plants which incepts on September 30th

3.1.5.3. Deadly Weapon Response Insurance for SVP Locations which incepts on July 1st

3.1.5.4. Earthquake Difference in Conditions Insurance for the Grizzly Hydroelectric Plant which incepts on September 30th

3.1.5.5. Liability Insurance for the Grizzly Hydroelectric Power Plant which incepts on September 29th

3.1.5.6. Excess Liability Insurance for the Grizzly Hydroelectric Power Plant which incepts on September 29th
For the second and subsequent contract years, the City may make such modifications to the insurance product lines as it deems necessary, subject to the parties' agreement on compensation

3.2. Contractor will use its best efforts to affect the timely receipt of quotations and proposals. Contractor will prepare a written comparative analysis of all quotations and proposals submitted by insurers. This analysis will be presented, together with copies of such quotations and proposals, to City's Representative no later than 45 days prior to policy renewals/placement date to accommodate the need for City Representative to obtain Advisory Committee or City Council approval for the renewals proposals.

3.3. Subsequent to City's direction to place coverage and prior to the policy renewal/inception date, Contractor will provide to City's Representative the appropriate insurance binder. Upon receipt of the insurance policy from the insurance carrier, Contractor will analyze it to determine compliance with the coverage proposed to and accepted by City.

3.4. In order to perform the Services, Contractor shall:

3.4.2. Maintain in-depth knowledge of insurance markets, coverages and current underwriting criteria.

3.4.3. Provide all professional services necessary to obtain recommended levels of insurance for City.

3.4.4. Review loss exposures, collect necessary data and prepare insurance submissions packages for the marketing of various coverages for City.

Agreement with Alliant Insurance Services Page 13 of 18 Rev. 07-01-18

3.4.5. Market the insurance needs of City by soliciting bids from insurance markets and providing City with a summary of the various bids received.

3.4.6. Negotiate coverage options with insurance carriers to obtain the most beneficial/cost-effective program for City.

3.4.7. Keep City's Representative informed of the status of negotiations in order that City may determine whether or not to participate in the coverage negotiations.

3.4.8. Provide the City with two (2) user accounts to the Oasys-Net property schedule database.

3.4.9. Provide the City with catastrophic probable maximum loss (PML) modeling

4. Claims Services
Contractor shall:

4.1. Provide the City with a dedicated claims advocacy team.

4.2. Provide timely assistance with difficult or disputed claims filed against one or more of City’s purchased policies.

4.3. Report and monitor all liability claims to excess and/or reinsurance carriers.

4.4. Ensure that City receives timely, current risk management information, including loss data from insurers.

5. Property Appraisals

5.1. Contractor shall provide to City's Representative on an annual basis no later than December 31st of each year during the term of this Agreement:

5.1.2. Marshall & Swift or similar property valuations of City's High-Value Locations defined as locations with Insurable Values greater than $15 million.

5.1.3. A list of the current City High Value Locations is listed below for reference.

5.1.4. An action plan to conduct appraisals for up to five (5) of the City's High-Value Locations to obtain the Insurable Value of the HighValue Location. Insurable Value shall take the meaning typically used by property appraisers.

5.2. City may request appraisals for additional High-Value Locations subject to the parties’ agreement on additional compensation.

5.3. Contractor may subcontract property appraisal services to a third-party, if necessary, but must manage the contractual relationship on behalf of the City.

Agreement with Alliant Insurance Services Page 14 of 18 Rev. 07-01-18

5.4. The City will not enter into a separate contract with the selected broker's designated property appraiser.

Agreement with Alliant Insurance Services Page 15 of 18 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
Year 1 (July 1, 2026, through June 30, 2027) Schedule of Fees PRISM Policies Fixed Fee set by PRISM
Other City Policies $155,500
Stadium Authority Policies $15,000
Convention Center Policies $5,500
SVP Policies $194,000
Total $370,000
Year 2 (July 1, 2027, through June 30, 2028) Schedule of Fees PRISM Policies Fixed Fee set by PRISM
Other City Policies $160,165
Stadium Authority Policies $15,450
Convention Center Policies $5,665
SVP Policies $199,820
Total $381,100
Contingency (To be used only if the City requires additional services) Contingency $15,000
Summary
Year 1 $370,000
Year 2 $381,100
Contingency $15,000
Total $766,100
City shall pay Contractor a fee and/or commission for the insurance services described in Exhibit A rendered by Contractor under this Agreement. Contractor may receive retail and wholesale commissions paid by insurance carriers with whom Contractor places the insurance coverages for City under this Agreement. The fee paid by City to Contractor each year shall be the difference between the total annual compensation agreed for that year, and the amount of retail commission Contractor receives from the insurance carriers in that same year. Contractor will disclose to City's Representative all forms of commission compensation paid to Contractor as a result of placing insurance policies on behalf of City. City shall have no responsibility to enforce the commission compensation provisions of this Agreement on Contractor's behalf. Any retail commissions earned in excess of this annual amount will be returned to the City.

In the event City requires additional services that require the use if contingency funds, City will request such changes and memorialize by using a work order describing the additional work and dollar amount, that is signed by both parties.

Agreement with Alliant Insurance Services Page 16 of 18 Rev. 07-01-18

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 maintain in full force and effect during the period of the Agreement, at its sole cost and expense, the following insurance:

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, including bodily injury, property damage, contractual liability, products and completed operations, and personal and advertising injury. Policy limits are subject to review, with limits not less than:
$1,000,000 Each Occurrence,
$2,000,000 General Aggregate,
$2,000,000 Products/Completed Operations Aggregate, and $1,000,000 Personal and Advertising Injury.

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another; and
b. 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 not less than $1,000,000 combined single limit per accident. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION
Workers’ Compensation Insurance as required by statute and employer’s liability with limits not less than $1,000,000 per employee, accident, and disease.

D. PROFESSIONAL LIABILITY
Professional Liability Insurance appropriate to the Contractor’s profession and scope of work under the Agreement, with limits not less than $1,000,000 per claim and in the aggregate. Coverage must apply to acts, errors or omissions of Contractor.

Agreement with Alliant Insurance Services Page 17 of 18 Rev. 07-01-18
E. CYBER LIABILITY
Cyber Liability Insurance covering claims involving infringement of intellectual property, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with minimum limits of $1,000,000 per claim and in the aggregate.

F. OTHER INSURANCE PROVISIONS

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are to be covered as additional insureds on the Contractor’s commercial general liability policy, including ongoing and completed operations, and auto liability policies in respect to liability arising out of Contractor’s work for City. This provision shall apply to any excess or umbrella liability policy.

2. Primary and non-contributing. For any liability except Professional Liability or Cyber Liability insurance arising from the scope of services under this Agreement, the Contractor’s insurance coverage shall be primary and noncontributory with any coverage maintained by the City.

3. Claims Made Coverage
If coverage is obtained on a “claims made” policy form, the continuity or retroactive date shall precede the date services were initiated with the City and the coverage shall be maintained for a period of three (3) years after termination of services under this Agreement.

4. Cancellation.
a. Each insurance policy except Professional Liability or Cyber liability insurance 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.
b. Each insurance policy expect Professional Liability or Cyber Liability shall contain language or be endorsed to reflect that no cancellation, nonrenewal, 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.

5. Qualifying Insurers. All of the insurance companies providing insurance for Contractor shall maintain, and provide written proof of, an A. M. Best rating of at least A- VII or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives and shall be authorized to conduct business in the State of California.

Agreement with Alliant Insurance Services Page 18 of 18 Rev. 07-01-18

6. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to the City.

7. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation for itself or which any insurer of Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. This provision shall not apply to Professional Liability or Cyber Liability insurance

8. Evidence of Insurance. Contractor shall provide proof of insurance compliance on an approved Acord or equivalent form signed by the insurer or an authorized agent of insurer (s) and including the policy endorsements required herein, such as additional insured, waiver of subrogation, and notice of cancellation. 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:

Certificate Holder
EBIX Inc.

City of Santa Clara City Attorney’s Office
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Email address: [email protected]

9. Right of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right terminate this Agreement.

10. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

G. ADDITIONAL INSURANCE RELATED PROVISIONS
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 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 Alliant Insurance Services Page 19 of 1
8 Rev. 07-01-18
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-291 Agenda Date: 5/19/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute an Agreement with Colony Landscape and Maintenance, Inc. for Thatch Removal and Related Services at the Youth Soccer Park and Approve Related Budget Amendments

BACKGROUND
The City of Santa Clara (City) owns the Youth Soccer Park (YSP) located at 5020 Stars and Stripes Drive, adjacent to Levi’s Stadium. The facility consists of three fields, as summarized in Table 1 below (see Attachment 1 for the Location Map). The YSP also includes 15 dugouts, a player field building, and a maintenance service building.

Table 1: Youth Soccer Park Field Summary
Field(s) Turf Type Approximate Total Square
Footage
Field #1 and Field #3 Natural 218,000
Field #2 Artificial 104,000
On December 16, 2025 (RTC# 25-1667), the City Council approved a License Agreement (NFL License) between the City and NFL Enterprises, LLC (NFL) for use of the YSP, its facilities, and adjacent parking lots in support of Super Bowl LX operations. Under the terms of the License Agreement, the NFL agreed to facilitate certain field improvement work, as more particularly described in Exhibit B of the NFL License, which includes replacing the natural turf and installing and adjusting new irrigation heads for Fields #1 and #3 to grade (collectively, (“Field Improvement Work”), as well as paying the City for the cost of replacing fifteen existing dugouts at YSP up to the estimated total cost of $64,000.

DISCUSSION
In accordance with the terms of the NFL License, the NFL shall cause Colony Landscape & Maintenance, Inc. (Colony) to complete the Field Improvement Work. As planning for the turf replacement progressed, it was determined that removing the underlying thatch layer prior to installation would help optimize field performance and support achieving the upper end of the expected lifespan. The useful life of natural turf fields is typically 8 to 15 years, depending on the quality of the underlying construction and the level of ongoing maintenance.

While the NFL License requires the NFL to cause the replacement of the natural turf, it does not require them to remove the underlying thatch. Instead, it reserves for the City the right to implement a thatch removal program prior to the NFL’s field replacement project, with the cost of thatch removal City of Santa Clara Page 1 of 6 Printed on 5/15/2026
powered by Legistar™
26-291 Agenda Date: 5/19/2026
as a City responsibility and expense.

Thatch removal is required to eliminate excessive organic buildup that can inhibit drainage, restrict nutrient absorption, and negatively impact turf health. If not addressed, these conditions may reduce the lifespan of the new turf. Fields with excessive thatch accumulation (greater than 0.5 to 1 inch), as observed at YSP, may experience extension of useful life of approximately one to two years with proper thatch removal. Removing the thatch layer will also restore proper soil conditions, promote root development, and improve the overall durability and resilience of the playing surface. This process is necessary to restore the underlying field conditions and prepare the fields for turf replacement work required under the License Agreement. The natural turf fields were last renovated in 2016 after Super Bowl 50 by the NFL. At that time, the City elected not to remove the underlying thatching. Currently, the fields are due for rehabilitation to maintain field performance and long-term usability.

The thatch removal services fall within the definition of “General Services” under Section 2.105.020 (e)(1)(D) of the City Code, relating to the care and treatment of public grounds and lawns. The scope consists of soccer field surface preparation activities associated with turf rehabilitation and does not require engineering plans, specifications, or design services typically associated with capital public works delivery. Nor does the work involve “construction or improvement” as contemplated under Section 1310 of the City of Santa Clara Charter. Accordingly, the services are appropriately procured as a General Service rather than a Public Works project.

Staff is requesting City Council approval to execute an agreement with Colony for thatch removal services for Fields #1 and Field #3 (Proposed Services Agreement) pursuant to Section 2.105.280(b) (4) of the Santa Clara City Code (Single and Sole Source Procurements). This section authorizes an exemption from competitive requirements when the services are considered unique or unusual such that the requirements for competitive procurement are contrary to public interest.

The Purchasing Division Manager has determined that the proposed single source procurement is justified based on the following:
· Colony is the contractor performing the Field Improvement Work under its agreement with the NFL. Engaging Colony to also perform the thatch removal ensures a single contractor is responsible for both phases. The thatch removal process directly affects grading, compaction, and subgrade conditions, which are critical to the performance and longevity of the new turf.

Utilizing a single contractor eliminates coordination gaps and ensures accountability for the final playing surface. Use of multiple contractors would make it difficult to determine responsibility for any deficiencies in grading, compaction, or turf performance. · The City’s quoted cost of services is $2.588 per square foot of field, which equates to $0.4313 per square foot for each one-inch depth of material removed, based on a planned removal depth of six (6) inches at the YSP. Staff’s review of recent thatch removal projects completed in the region within the past two years found an average cost of $0.57 per square foot per oneinch depth of material removed. In contrast, the City has been offered a significantly lower rate of $0.4313 per square foot per one-inch depth for the YSP project. In addition, separately procuring the thatch removal work could increase overall project costs due to duplicative mobilization, site access coordination, project management, scheduling oversight, and City of Santa Clara Page 2 of 6 Printed on 5/15/2026
powered by Legistar™
26-291 Agenda Date: 5/19/2026
potential rework arising from differing contractor methods or sequencing conflicts. · Utilizing a single contractor for the Field Improvement Work and thatch removal services reduces the risk of disputes regarding responsibility of field conditions, warranties, or damages to completed improvements, which could otherwise result in change orders, administrative inefficiencies, and extended construction duration.

Based on the above, conducting a separate competitive procurement for thatch removal and awarding the work to a different contractor would introduce unnecessary risk and potential delays affecting the quality and timely completion of the Field Improvement Work. A separate solicitation for thatch removal work could also reasonably be expected to increase overall project costs.

Accordingly, staff finds that separately bidding the thatch removal work would not be in the best interest of the public or the City.

Under the Proposed Service Agreement, a copy of which is included as Attachment #2, Colony will perform thatch removal for Fields #1 and #3, including removal of accumulated thatch and organic material, restoration of the underlying sand root zone, and preparation of the fields for natural turf replacement. The work will be performed in conjunction with the Field Improvement Work under the NFL License.

The cost of the thatch removal services for both fields is a not-to-exceed amount of $564,184. A 15% contingency is recommended to address any unforeseen field conditions that may increase the scope of services. Use of contingency funding is subject to review and approval by the City according to the change order process outlined in the contract and will require an amendment to the Service Agreement. The maximum allowable cost of services, inclusive of the 15% contingency funding, is $648,812. Table 2 below provides a breakdown of costs per field.

Table 2: Thatch Removal Cost Breakdown
Description Total
Field #1 (approximately 114,000 sq ft; $2.588/sq ft) $295,032 Field #3 (approximately 104,000 sq ft; $2.588/sq ft) $269,152 Subtotal $564,184
Contingency (15%) $84,628
Maximum Compensation $648,812
Payment for the Services under this Service Agreement shall be made on a milestone basis as further described below and subject to review, inspection, and written approval by the City.

Milestone Amount Due
Completion and acceptance of Services for Field #1 40% of Total Contract Amount Completion and acceptance of Services for Field #3 40% of Total Contract Amount Final acceptance and project close-out, including
completion of Field Improvement Work, all clean-up
and removal of all equipment and materials
20% of Total Contract Amount
City of Santa Clara Page 3 of 6 Printed on 5/15/2026
powered by Legistar™
26-291 Agenda Date: 5/19/2026
Milestone Amount Due
Completion and acceptance of Services for Field #1 40% of Total Contract Amount Completion and acceptance of Services for Field #3 40% of Total Contract Amount Final acceptance and project close-out, including
completion of Field Improvement Work, all clean-up
and removal of all equipment and materials
20% of Total Contract Amount
Approval of the recommendations will allow the thatch removal services to be completed in advance of the turf replacement work, which is currently estimated to occur between July 2026 and October 2026. Completing this work beforehand is critical to ensuring that the fields are properly prepared to support the installation of the new turf.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(d), “Existing Facilities,” as the activity consists of the restoration or rehabilitation of an existing facility involving no substantial expansion of existing use.

The project will maintain and improve the functionality, safety, and usability of the existing recreational facility without expanding the facility footprint or introducing new uses beyond those associated with incremental population growth over time.

FISCAL IMPACT
The Service Agreement with Colony Landscape and Maintenance, Inc. has a base cost of $564,184, plus a 15% contingency of $84,628, for a total not-to-exceed amount of $648,812.

The Youth Soccer Park Improvements project in the Parks and Recreation Capital Fund has a current FY 2025/26 budget of $126,390 and supports future capital infrastructure improvements at the facility.

This budget is funded from prior YSP rental revenues generated from non-youth activities, including, but not limited to, adult nonprofit, non-resident, and commercial/professional users. Staff recommends recognizing $107,913 in YSP rental revenues received from Bay Football Club during the current fiscal year and appropriating these funds to the Youth Soccer Park Improvements project, resulting in an amended project budget of $234,303.

The remaining $414,509 needed to fully fund the $648,812 not-to-exceed amount of the Service Agreement is recommended to be appropriated from the Mitigation Fee Act (MFA) fund balance.

MFA funds are used to support public recreational facilities to accommodate growth attributable to new development. In this case, the thatch removal work is not being funded as standalone maintenance activity, but rather as a necessary preparatory component of a broader soccer field rehabilitation and turf restoration effort intended to preserve and enhance the usable capacity of the YSP.

The City’s 2019 nexus analysis, entitled “Park and Recreation Facilities Development Impact Fee Update Study”, projected that the City’s population will grow by approximately 28,392 residents by 2035, increasing demand for park land, athletic fields and recreational amenities. The thatch removal effort supports this growth by restoring the field’s functionality, safety, and ability to accommodate increased recreational use.

The City is not using MFA funds for ongoing operational activities such as regular mowing, irrigation, or recurring turf care. Instead, the expenditure is limited to discrete rehabilitation-related activity directly tied to restoring the field’s functional utility and service capacity as part of a larger City of Santa Clara Page 4 of 6 Printed on 5/15/2026
powered by Legistar™
26-291 Agenda Date: 5/19/2026
improvement effort. Without these improvements, field deterioration could reduce playable hours, limit programming capacity, and shift demand to other City park facilities serving existing and future residents.

Accordingly, the City may reasonably conclude that the expenditure bears sufficient relationship to the provision and intensification of public recreational facilities needed to serve growth and is therefore consistent with the purposes authorized under the Mitigation Fee Act.

The recommended budget actions are summarized below.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Parks and Recreation Capital Fund
Transfers from
Transfer from the General Fund Expenditures $1,190,489 $107,913 $1,298,402 Youth Soccer Park Improvements $126,390 $522,422 $648,812 Ending Fund Balance
Fund Balance - Mitigation Fee Act Fees $28,636,751 ($414,509) $28,222,242 General Fund
Revenues Rents and Royalties $16,952,691 $107,913 $17,060,604 Transfers To
Transfer to the Parks and Recreation Capital Fund $1,190,489 $107,913 $1,298,402

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute a Service Agreement with Colony Landscape and Maintenance, Inc. for thatch removal and related services at the Youth Soccer Park, for a maximum compensation amount of $564,184, in substantially the form provided in Attachment 2 and subject to the review and approval as to form by the City Attorney; City of Santa Clara Page 5 of 6 Printed on 5/15/2026
powered by Legistar™
26-291 Agenda Date: 5/19/2026

2. Authorize the City Manager or designee to take any action necessary to implement the Service Agreement and to negotiate and execute future amendment(s) to (i) increase compensation up to a maximum amount of $648,812 for authorized use of contingency funding, (ii) add or delete services associated with the original scope of services, and (iii) and make de minimis changes, provided that the total maximum compensation is not exceeded, subject to the review and approval as to form by the City Attorney; and

3. Approve the following FY 2025/26 Budget Amendments:
a. In the Parks and Recreation Capital fund, increase the transfer from the General Fund by $107,913, increase the Youth Sports Park Improvement project appropriation by $522,422, and decrease the Mitigation Fee Act Fees ending fund balance by $414,509 (five affirmative Council votes required to appropriate additional revenue and for the use of unused balances) ; and,
b. In the General Fund, increase the Rents and Royalties revenue estimate by $107,913 and increase the transfer to the Parks and Recreation Capital Fund by $107,913 (five affirmative Council votes required to appropriate additional revenue) .

Reviewed by: Damon Sparacino, Director, Parks & Recreation Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Location Map

2. Agreement for Services with Colony Landscape and Maintenance, Inc.

City of Santa Clara Page 6 of 6 Printed on 5/15/2026
powered by Legistar™

EBIX Insurance No. S200001840

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
COLONY LANDSCAPE & MAINTENANCE, INC.

PREAMBLE
This Agreement, effective as of ______ ("Effective Date") is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Colony Landscape & Maintenance, 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. WHEREAS, pursuant to that certain "License Agreement For Use of Youth Soccer Park", dated January 6, 2026 (the "License Agreement"), the City granted NFL Enterprises, LLC ("NFL") an exclusive license to use designated areas of the Santa Clara Youth Soccer Park, located at 5020 Stars and Stripes Drive, Santa Clara, California 95054 ("YSP") in connection with Super Bowl LX events; and
B. WHEREAS, in consideration for NFL's use of YSP, NFL agreed to have certain field improvement work, as more particularly described in Exhibit B to the License Agreement, ("Field Improvement Work"), performed at YSP and retained Contractor to complete the Field Improvement Work;
C. WHEREAS, the Field Improvement Work includes the replacement of the natural turf for Field 1 and Field 3 at YSP, and does not include dethatching prior to installation;
D. WHEREAS, the process of dethatching is beneficial to a field prior to replacing natural turf to allow water, air and nutrients to reach the soil promoting healthier root growth; and
E. WHEREAS, the City desires to retain Contractor under this Agreement to perform thatch removal services on Field 1 and Field 3 at YSP, as more fully described in this Agreement, at Exhibit A, entitled "Scope of Services" ("Services") in order to support continuity of operations and the overall quality of the Field Improvement Work; AND
F. WHEREAS, 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,
Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
G. WHEREAS, the Parties have specified herein the terms and conditions under which such Services shall be provided and paid for.

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants contained therein, the Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit A-1 - Field Images
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
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.

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 in the performance of Services.

Contractor shall be entitled to reasonable extensions of time for delays caused by the City, unusually severe weather. As a condition of any such extension, Contractor shall provide written notice within five (5) calendar days of the onset of the delay, including a description of the cause of the delay and the anticipated impact on the schedule, including an updated timeline for completion.

Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
Any request for a time extension shall be subject to review and approval by the City, in its reasonable discretion. Contractor shall not be entitled to additional compensation as a result of such delays.

4. WARRANTY
Contractor expressly warrants that the Services shall be performed in accordance with generally accepted industry standards applicable in the State of California. 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. If Contractor becomes aware of any existing deficiencies or conditions that may adversely affect the performance of Services, Contractor shall promptly notify the City in writing prior to proceeding with the Services. Contractor further warrants that its Services will not damage existing utilities, site soils, or other existing site conditions.

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.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is five hundred sixty-four thousand, one hundred eighty-four dollars ($564,184), 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.

Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18

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.

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.

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 shall deliver to City all City information or material that Contractor has in its possession.

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, Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
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.

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 Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

D. The Parties expressly agree that this Section 14 (HOLD HARMLESS/INDEMNIFICATION) shall survive the expiration or early termination of the Agreement.

15. LIMITATION OF LIABILITY
Contractor liability is capped at total contract value, except that this Section 15 (LIMITATION OF LIABILITY) does not exclude or limit liability for Contractor's indemnification obligations under Section 14 (HOLD
HARMLESS/INDEMNIFICATION) with respect to any claim, injury, liability, loss, cost and/or expense or damage, including all costs and attorney's fees in providing a defense for (i) any events which losses for which insurance coverage is available; (ii)death or bodily injury; (iii) damage to tangible property, including, but not limited to, environmental remediation; (iv) harm to City property; (v) Contractor's or subcontractors' gross negligence or willful misconduct; or (vi) third party claims from the Contractor's or subcontractors' employees.

16. 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.

Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18

17. 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 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.

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

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

Colony Landscape & Maintenance, Inc.
4911 Spreckles Avenue
Alviso, CA 95002
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

19. 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 3.40.070), 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).

20. 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 Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Contractor shall advise City if a conflict arises.

21. 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.

22. 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.

23. 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.

24. 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.

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

26. 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.

Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18
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:

GLEN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:
"CITY"
--------------
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 O
Fax: (408) 241-6771

COLONY LANDSCAPE & MAINTENANCE, INC
a California corporation
Dated: 5"" /-7 /-cX>--;)--lo
.- c_~ By (Signature): ~-~i -.,-,-
Name: Edward Ott
Title: President
Principal Place of 4911 Spreckles Avenue
Business Address: Alviso, CA 95002 -----'------------------ Em a i I Address: [email protected]
Telephone: "'1'.o8 io8-Z-,7 oo
Fax: ------------------- "CONTRACTOR"
Agreement with Colony Landscape & Maintenance, Inc.

Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
Prior to performing the Field Improvement Work which Contractor is performing on Field 1 and Field 3 under its agreement between Contractor and NFL, Contractor shall provide professional thatch removal services ("Services") for the specified fields at the Santa Clara Youth Soccer Park for the City.

1. OBJECTIVE
The objective of the Services is to improve the quality, performance, and longevity of the replacement turf system. The Services are intended to improve surface and subsurface drainage, reduce soil compaction, restore proper grading, and promote health root growth and turf regeneration through the removal of accumulated organic matter ("thatch") located between the grass layer and the fibrous sand root zone.

Performance the Services shall result in a field that drains substantially faster, is graded more precisely, and is easier to maintain while providing long-term quality.

2. FIELDS & ACCESS
Contractor shall provide Services at the Santa Clara Youth Soccer Park, located at 5020 Stars and Stripes Drive, Santa Clara, CA 95054. The specific fields for which Contractor shall provide Services are listed below:

2.1. West Field, including area outside of concrete pad, hereinafter referred to as "Field 1".

2.2. East Field, hereinafter referred to as "Field 3".

2.3. Images identifying each field and the areas for which Services shall be provided are included in Exhibit A-1, entitled "Field Images".

2.4. The City shall provide the Contractor access to Field 1 and Field 3 between the hours of 7:00 a.m. and 3:00 p.m. PST, Monday through Friday ("Work Hours").

Access to Field 1 shall be via Marie DeBartolo Way, and access to Field 3 shall be through the maintenance yard.

2.5. The Contractor shall ensure that Field 1 and Field 3 are closed to public use for the duration of Services. Contractor shall ensure that Field 2 is closed to public use only during the Work Hours stated above. Contractor shall also protect Field 2 from any damage that may arise during the performance of Services and shall install temporary fencing to shield Field 2 from debris and dust.

2.6. The Contractor shall cease work by 3:00 p.m. PST each day and shall store all equipment and supplies in a manner that does not interfere with access to, or use of Field 2 at YSP, which is not subject to Services under this Agreement.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18

2.7. Contractor shall begin Services upon City's issuance to Contractor of a notice to proceed with Services ("Notice to Proceed"). Contractor will ensure Services are completed within 16-20 business days of issuance of the Notice to Proceed.

3. PROJECT COORDINATION

3.1. Services shall be provided in coordination with the Field Improvement Work authorized in the agreement between NFL and Contractor.

3.2. Contractor shall sequence its Services under this Agreement and ensure that these Services do not interfere with the timeline required by NFL for completion of the Field Improvement Work in accordance with NFL's project schedule.

3.3. Services shall be performed on the dates and times mutually agreed upon between Contractor and the City's Parks and Recreation Department ("P&R") and authorized in writing by P&R.

3.4. Contractor shall coordinate staging areas, equipment access routes, and material removal operations with P&R and other contractors working on the project to minimize disruption to YSP operations.

3.5. Contractor shall receive written authorization from the Director of Parks and Recreation or designee prior to proceeding with any work. Any changes to the scope of services shall also require prior written authorization from the Director of Parks and Recreation or designee.

4. THATCH REMOVAL SERVICES
Contractor shall perform thatch removal services including, but not limited to, the following:

4.1. Provide all labor, supervision, materials, equipment, and transportation necessary to complete the Services.

4.2. Mechanically remove accumulated organic matter, and thatch build-up to expose the underlying fibrous sand root zone.

4.3. Remove organic matter to a depth necessary to restore the fibrous sand root zone profile and achieve the target field depth of 6 inches.

4.4. Utilize specialized turf removal and surface preparation equipment appropriate for athletic field renovation, such as field planers, turf harvesters, or equivalent equipment designed to minimize disturbance to the underlying root zone.

4.5. Maintain field surface tolerances during removal operations to avoid creating depressions, high spots, or damage to the sand base.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18

4.6. Remove debris, vegetation, and excess organic material generated during removal operations on an ongoing basis to maintain a clean and safe worksite.

4.7. Properly load, transport, and dispose of all removed grass, thatch, and organic materials off-site and in accordance with all applicable federal, state, and local laws, regulations, and disposal requirements.

4.8. Take reasonable precautions to prevent contamination, erosion, or migration of materials to surrounding YSP areas, walkways, drainage systems, or stormwater infrastructure.

4.9. Perform final surface grooming to ensure the exposed sand root zone is unfirm and properly prepared for subsequent Field Improvement Work.

4.10.Properly prepare all surfaces for new natural turf and irrigation system.

4.11.Provide all final photos and work sequencing to the City.

4.12.Coordinate with City staff for final punch list and approval site meeting

5. STORMWATER POLLUTION PREVENTION PLAN

5.1. Contractor shall implement and maintain temporary erosion and sediment control (Water Pollution Control Plan) for the project as detailed in the most recent version of the Erosion Control and Sediment Control Field Manual for California, and the latest edition of the California Stormwater Quality Association (CASQA) BMP Handbook, Construction, for the entire duration of the project. A Water Pollution Control Plan shall be submitted by the Contractor to the Engineer for approval prior to proceeding with any work on this project.

5.2. Best Management Practice (BMP) products shall be as specified in the latest edition of the CASQA BMP Handbook, Construction.

5.3. Erosion and sediment control work shall consist of applying BMP's to control the discharge of storm water pollutants from the project site. BM P's shall be used to cover all temporary erosion and sediment control situations that arise during construction including unanticipated field conditions year-round. These erosion and sediment control measures shall control and contain erosioncaused silt deposits and provide for the safe discharge of silt-free storm water into existing and proposed storm facilities.

5.4. The Water Pollution Control Plan shall be designed to ensure the project site is protected for the entire duration of the project.

5.5. Contractor shall implement and maintain all Water Pollution Control Plan work for the project that shall include:

Agreement with Colony Landscape & Maintenance, lnc./Exhibit 8-Fee Schedule Rev. 07-01-18

5.5.1. Construction of any and all necessary systems to eliminate contaminants from entering the storm system.

5.5.2. Clean up and control of the work site materials, spoils and debris.

5.5.3. Removal of contaminants produced by equipment used for the construction of the project.

5.5.4. Prohibition of illicit discharge (non-rain water) into the storm system.

5.5.5. Provision of all labor, materials, equipment and apparatus not specifically mentioned herein or noted on the plans, but which are incidental and necessary to complete the work specified.]

5.5.6. Contractor shall be responsible for ensuring that all sub-contractors, and suppliers are aware of all water pollution control measures and that they implement such measures. Failure to comply with the storm water quality regulations and specifications shall result in the issuance of verbal or written corrective notices, citations, fines, and/or a project stop order.

5.5.7. Contractor shall maintain erosion and sediment control measures daily.

Contractor shall submit to the Engineer for approval, the name of the person responsible for the daily maintenance of these facilities, along with a phone number where they can be reached twenty-four (24) hours a day.

5.5.8. Temporary erosion and sediment control work shall consist of applying erosion control materials to embankment slopes, excavation slopes and other areas designated on the Water Pollution Control Plan, and installing sediment control such as, but not limited to, fiber roll, silt fence, inlet protection, gravel bags, headwall protection and stabilized construction entrances and exits, or other measures as specified in the Water Pollution Control Plan.

5.5.9. Erosion and sediment control measures shall be adjusted throughout the construction duration to accommodate the varying construction limits as each phase of work starts and completes. Refer to the Construction Phasing Diagram in the plans for limits of each work phase.

5.5.10. Emergency erosion and sediment control shall consist of any measures not addressed in the approved Water Pollution Control Plan for any of the project phases but the Engineer deems necessary to prevent degradation of water quality after start of construction.

6. TRAFFIC CONTROL
The Contractor is responsible for coordinating all necessary traffic control procedures in conformance with the City's Standard Specifications for Public Works Construction, Agreement with Colony Landscape & Maintenance, lnc./Exhibit 8-Fee Schedule Rev. 07-01-18
Section 01500 (1.16), entitled "Traffic Control", which can be located at https:/ /santacla raca .gov/our-city /departments-g-z/p u bl icworks/eng i nee ring/technical-documents. Contractor is responsible for contracting the City of Santa Clara Police Department at (408) 615-4700 to request Tow Away service, if required. The City shall not furnish temporary "No Parking" signs.

7. SANITATION FACILITIES
Contractor shall be responsible for providing bathrooms, wash stations, water and power, if needed, for the duration of Services. The City shall not provide access to sanitation facilities.

8. HYDRANT ACCESS
Contractor shall eliminate or reduce the discharge of pollutants from Service-related activities and comply with the requirements of Santa Clara Valley Urban Runoff Pollution Prevention Program's Construction Site Control. Best Management Practice Plan Sheet along with other related documents can be found at https://scvurppp.org/construction-site-control/.

To manage dust relating to the movement of dirt or to clean tires, the Contractor may coordinate with the Water and Sewer Department at (408) 615-2000 to obtain a hydrant meter. Contractor shall be responsible for paying all applicable fees.

9. UTILITIES
Contractor shall be responsible to verify the location of all existing utilities with the appropriate utility agencies prior to commencement of Services and perform Services in a manner that appropriately protects existing utilities. Contractor shall notify all public and private utility owners 48 hours prior to commencement of Services adjacent to the utility, and shall contract Underground Service Alert ("USA") at 811 or 800-227-2600.

10.PRE-EXISTING CONDITIONS VIDEO
Prior to providing any Services, Contractor shall provide a high-quality Pre-Existing Conditions video ("Video") of the extent of the proposed work areas and shall provide a copy to the City for their records. No work shall begin until the City's acceptance of the Video. The purpose of the Video is to provide the City with a visual record of the pre-existing conditions of the work areas.

During Video recording, the recorder shall narrate video explaining what is being shown, the time of day, and the name of the project site being recorded. The video recorder shall take special efforts to point out and provide audio commentary pertaining to damage to existing features.

Video shall show the work areas during clear weather conditions with clear visibility, avoiding harsh shadows, during daylight hours. The Video shall be provided to the City's representative in the form of an unedited digital file, in color, at a minimum Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18
resolution of 1920x1080, at a minimum frame rate of 24 fps, provided on a USB Thumb Drive and labeled with the job name and project number.

11.WORK SEQUENCE
The Contractor shall prepare and submit a phasing plan identifying the sequence of Services and traffic control needed to complete the Services. The staging and phasing plan shall be subject to review and approval by the city, prior to the start of services.

12.0UTCOMES & DELIVERABLES
Successful completion of the Services shall result in the following measurable outcomes:

12.1. Complete restoration of the field profile such that the exposed root zone depth for Field 1 and Field 3 is increased from approximately 1.5 inches of exposed sand profile to approximately six inches, subject to existing field conditions.

12.2. Removal of thatch and organic accumulation sufficient to return the finished field grade to the original fibrous sand root zone.

12.3. A uniform, stable, and properly graded playing surface prepared to receive subsequent turf replacement work.

12.4. Improved field performance characteristics, including substantially improved drainage rates, more consistent surface grading, and reduced organic accumulation that contributes to field compaction and maintenance challenges.

12.5. Contractor shall notify P&R upon completion of Services and participate in a joint field inspection with City representative to confirm completion of Services and readiness to complete subsequent Field Improvement Work.

12.6. Any areas not meeting specified outcomes shall be reworked by Contractor at no additional cost to the City prior to final acceptance.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18
EXHIBIT A-1 FIELD IMAGES
·~~~~\ ~" :'\;£:;ffij~ffl

1. FEES

EXHIBIT B

FEE SCHEDULE
The City shall compensate Contractor for the successful performance of Services according to the rates below.

Item Size Cost Per Sq Ft Total
Field #1 114,000 $2.588 $295,032.00
Field #3 104,000 $2.588 $269,152.00
Total Not-To-Exceed Cost $584,184.00

2. PAYMENT

2.1. Payment for the Services under this Agreement shall be made on a milestone basis as further described below and subject to review, inspection, and written acceptance by the City.

2.2. The City's review, inspection, and acceptance of completed Services shall include the following, as applicable to each payment milestone:

2.2.1. Completion of a site visit with Contractor and City to inspect completed work and test systems.

2.2.2. Contractor's submission and the City's review and approval of all project record documents

2.2.3. Contractor's completion of all punch list work to the satisfaction of the City.

2.2.4. Contractor's completion of all necessary instructional training sessions to City staff.

2.2.5. The City shall not unreasonably withhold acceptance or delay scheduling a site visit for the purpose of inspecting completed work and testing systems. City and Contractor will work in good faith to timely schedule the site visit to inspect completed work and test systems.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18

2.3. PAYMENT MILESTONES
Milestone Amount Due
Completion and acceptance of Services for Field #1 40% of Total Contract Amount Completion and acceptance of Services for Field #3 40% of Total Contract Amount Final acceptance and project close-out, including
completion of Field Improvement Work, all clean-up and 20% of Total Contract Amount removal of all equipment and materials

2.4. The City shall have no obligation to make payment for the Services until such completion and acceptance has occurred, regardless of the date on which the Services described herein were performed.

2.5. Contractor expressly waives any claim for early payment, interest, penalties, delay damages, or additional compensation arising from the City's withholding of payment pursuant to this provision.

3. CHANGE ORDERS

3.1.Any changes to the scope of Services must be authorized in advance by a written change order approved by the City. Contractor shall submit a detailed written proposal, including scope, schedule impacts, and cost, for the City's review and approval prior to commencing any changed work.

3.2. Compensation for approved change orders shall be based on Contractor's submitted quote and may be subject to negotiation and agreement by the City.

Any increase in total compensation under this Agreement shall require a formal written amendment executed by both parties.

3.3. Delays caused by either the Contractor or the City shall not constitute grounds for a change order or additional compensation. Change orders shall be limited to unforeseen conditions that could not have been reasonably identified during the existing conditions assessment.

4. INVOICING

4.1. Upon completion of each milestone identified in Section 2 above, Contractor shall submit an invoice to the City in a format approved by the City and subject to verification by the City.

4.2. City shall pay Contractor within thirty (30) days of receipt of an approved invoice.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit B-Fee Schedule Rev. 07-01-18

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:
$3,000,000 Each occurrence
$3,000,000 General Aggregate
$3,000,000 Products/Completed Operations Aggregate
$3,000,000 Personal Injury
$3,000,000 Project Aggregate

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 five million dollars ($2,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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. POLLUTION LIABILITY
Contractor and/or its subcontractors shall provide a Contractor's Pollution Liability Insurance policy with coverage limits not less than two million dollars ($1,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean-up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor shall use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:

1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

2. Products/completed operations coverage shall extend a minimum of three (3) years after project completion.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.

4. If the insured is using subcontractors the Policy must include work performed "by or on behalf' of the insured.

5. Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

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

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

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

3. General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL);

4. 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 Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

5. 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 Document 00820.

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

1. Requirements of specific insurance coverage features described in this Agreement shall not be construed to be a limitation of liability on the part of Contractor or any of its subcontractors, nor to relieve any of them of any liability or responsibility under the Contract Documents, as a matter of law or otherwise. Such requirements are not intended by any Party to be limited to providing coverage for the vicarious liability of the City or to the supervisory role, if any, of City. All insurance coverage provided pursuant to this Agreement in any way relating to City is intended to apply to the full extent of the policies involved.

2. Contractor shall maintain all required insurance policies in full force and effect during entire period of performance of the Services under this Agreement of Contract Documents. Contractor shall also keep such insurance in force during warranty and guarantee periods. At time of making application for extension of time, Contractor shall submit evidence that insurance policies shall be in effect during requested additional period of time.

3. City reserves the right, at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contractor thirty (30) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City shall negotiate in good faith additional compensation proportional to the increased benefit to City.

4. Any type of insurance or any increase of limits of liability not described in this Exhibit which Contractor requires for its own protection or in Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
compliance with applicable statutes or regulations, shall be Contractors' responsibility and at its own expense.

5. No liability insurance coverage provided by Contractor to comply with the terms of this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss.

Contractor waives its right of subrogation against lndemnitees. Any property insurance policies affected by Contractor shall be endorsed to delete the subrogation condition as to indemnitees or shall specifically allow Contractor to waive subrogation prior to a loss. Contractor hereby waives any right of recovery against the indemnitees and agrees to require any subcontractor to do so.

6. 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 shall be submitted to City for review.

7. Contractor shall cooperate fully with City and Contractor's insurance companies in any safety and accident prevention program and claims handling procedures as established for the performance of Services under this Agreement.

8. All coverage types and limits required under this Agreement are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage which may affect City's protection without City's prior written consent.

9. For purposes of applying insurance coverage only, all contracts pertaining to the performance of services shall be deemed to be executed when finalized and any activity commences in furtherance of performance under this agreement.

10. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any of the insurance requirements set forth in this Agreement in no way imposes any additional obligations on City nor does it waive any of the City's rights under this Agreement or any other regard.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

11. Any provision in this Agreement dealing with the insurance coverage provided pursuant to these requirements, is subordinate to and superseded by the requirements contained herein. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the Parties here to be interpreted as such.

12. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

13. Contractor agrees to obtain and provide to City evidence of Professional Liability insurance for Architects or Engineers if engaged by Contractor to perform any of the Services required under this Agreement. City shall determine the minimum coverage and policy limits required, after consultation with Contractor.

14. The City acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. The Contractor's insurance obligations under this Agreement under may be satisfied in whole or in part by adequately funded selfinsurance retention, but only after approval from the City Attorney's Office upon satisfactory evidence of financial capacity.

15. 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.

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 [*insert City department name here] 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.

Agreement with Colony Landscape & Maintenance, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

EXHIBIT D

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

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 177 4-1775 (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. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to:
certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and Agreement with Colony Landscape & Maintenance, lnc./Exhibit D-Labor Compliance Addendum Rev. 07-01-18
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,b00 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 Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

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

Agreement with Colony Landscape & Maintenance, lnc./Exhibit D-Labor Compliance Addendum Rev. 07-01-18

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

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

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

Agreement with Colony Landscape & Maintenance, lnc./Exhibit O-Labor Compliance Addendum Rev. 07-01-18
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-466 Agenda Date: 5/19/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute Agreements with Northstar Chemical dba Pacific Star Chemical, LLC and Univar Solutions USA, LLC for the Supply and Delivery of Bulk Chemicals to Silicon Valley Power, With a Total Combined Maximum Compensation Not-to-Exceed $2,292,000, Inclusive of All Option Years

BACKGROUND
Silicon Valley Power (SVP), the City of Santa Clara’s electric utility, operates two power generation plants. At the Donald Von Raesfeld (DVR) Power Plant, safe and efficient operations depend on properly treated water systems. To support these operations, SVP uses bulk chemicals to treat water and prevent corrosion and scaling in boilers, condensers, and cooling systems. Due to the high temperatures and pressures associated with power plant operations, the use of these chemicals is a common industry practice for maintaining and protecting plant equipment, including at SVP facilities.

The City of Santa Clara (City) has historically procured these bulk chemicals on an ongoing basis, and continued agreements for their supply and delivery are necessary to ensure uninterrupted operations at SVP facilities.

This report addresses the purchase of three bulk chemicals, as summarized in Table 1 below.

Table 1: Summary of Bulk Chemicals and Estimated Annual Usage.

Bulk Chemical Estimated Annual Usage
Sodium Hydroxide Caustic 30% 3 Dry Tons
Sodium Bisulfite 25% 3,500 Gallons
Sodium Hypochlorite 12.5% 35,000 Gallons

DISCUSSION
Pursuant to City Code Section 2.105.140(d) of the Santa Clara City Code (City Code), a formal Request for Bids (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bid. The RFB for the supply and delivery of bulk chemicals was published on the City’s e-procurement system. A total of 55 companies viewed the RFB and three bids were received by the submittal deadline from the following firms:
· Mar Vista Resources, LLC (Mar Vista Resources)
· Northstar Chemical dba Pacific Star Chemical, LLC (Pacific Star) · Univar Solutions USA, LLC, (Univar)
City of Santa Clara Page 1 of 4 Printed on 5/15/2026
powered by Legistar™
26-466 Agenda Date: 5/19/2026
Upon evaluation, staff determined that Mar Vista Resources was non-responsive due to proposing the use of a subcontractor for the delivery of the bulk chemicals, which was not permitted under the terms of the RFB. The remaining two bids were deemed responsive and responsible.

Bidders were requested to submit unit pricing for each bulk chemical. Unit pricing was applied to the estimated annual usage to calculate the estimated annual costs and based on the lowest responsive and responsible bid for each chemical, staff’s recommended award is listed in Table 2 below.

Table 2: Estimated Annual Costs and Recommended Award
Bulk Chemical Pacific Star Univar Recommended
Award
Sodium Hydroxide Caustic 30% $7,320.00 $8,017.11 Pacific Star Sodium Bisulfite 25% No Bid $10,010.00 Univar
Sodium Hypochlorite 12.5% $138,250.00 $119,000.00 Univar Each agreement includes an initial five-year term starting on or around June 1, 2026, and ending on May 31, 2031, with up to five one-year options to extend the term through May 31, 2036. The agreement with Pacific Star will have a maximum compensation of $50,000 covering the initial fiveyear term for the purchase of Sodium Hydroxide Caustic 30%, while the agreement with Univar will have a maximum compensation of $800,000 for the same period for the purchases of Sodium Bisulfite 25% and Sodium Hypochlorite 12.5%. These agreements may be amended to exercise the optional extension periods, with any increases in compensation remaining within the total combined maximum compensation reflected below.

Pricing is fixed for the first year of the agreement, after which the vendors may request rate adjustments no more than once annually. Any proposed rate adjustment is subject to approval by the City and must be substantiated by the vendors to the satisfaction of the City.

The combined maximum compensation is $2,292,000. This amount includes the cost of chemicals, applicable sales tax, delivery, and a 20% contingency to account for variability in operational demand and potential market fluctuations. Table 3 below summarizes the maximum compensation for both agreements.

Table 3: Cost Summary for Both Agreements
Vendor Amount
Pacific Star
Initial Term (5 years) $50,000
Option Years (Estimated, 5 years) $60,000
Total (10 years) $110,000
Univar
Initial Term (5 years) $800,000
Option Years (Estimated, 5 years) $1,000,000
Total (10 years) $1,800,000
City of Santa Clara Page 2 of 4 Printed on 5/15/2026
powered by Legistar™
26-466 Agenda Date: 5/19/2026
(y) $,
Option Years (Estimated, 5 years) $60,000
Total (10 years) $110,000
Univar
Initial Term (5 years) $800,000
Option Years (Estimated, 5 years) $1,000,000
Total (10 years) $1,800,000
Total (Both Agreements) $1,910,000
Contingency (20%) $382,000
Total Not-to-Exceed Maximum Compensation $2,292,000
While the award for each chemical is indicated in Table 2 above, staff recommend that the City Council authorize the City Manager or designee to amend the agreements, as necessary, to permit procurement of Sodium Hypochlorite 12.5% from Pacific Star and, conversely, Sodium Hydroxide (Caustic 30%) from Univar in the event the primary vendor is unable to meet delivery, quantity, or scheduling requirements.

Accordingly, staff further recommend that the City Council authorize the City Manager or designee to adjust compensation between the agreements, provided that the total combined maximum compensation does not exceed $2,292,000. Actual expenditures will vary depending on operational demand. Staff will monitor and manage expenditures throughout the term of the agreements to ensure that costs remain within the authorized maximum compensation.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations as the proposed actions solely involve the supply and delivery of bulk chemicals to the DVR Power Plant.

FISCAL IMPACT
Funds for the contract are available in the Electric Utility Operating Fund budget for FY 2025/26.

Funds for future years will be requested through the normal budget process.

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute agreements with Northstar Chemical dba Pacific Star Chemical, LLC and Univar Solutions USA, LLC for the supply and delivery of bulk chemicals, for an initial five-year term starting on or around June 1, 2026, and ending on May 31, 2031, with up to five one-year options to extend the term through May 31, 2036, for a total City of Santa Clara Page 3 of 4 Printed on 5/15/2026
powered by Legistar™
26-466 Agenda Date: 5/19/2026
combined maximum compensation not-to-exceed $2,292,000, inclusive of a 20% contingency, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreements and negotiate and execute future amendment(s) to (a) exercise the option years, (b) implement rate adjustments on the terms provided in Exhibit B, (c) procure bulk chemicals from the secondary vendor under this RTC as needed and reallocate compensation between the agreements accordingly; and (d) make de minimis changes, provided that the total combined maximum compensation is not exceeded, subject to the appropriation of funds 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. Proposed Agreement for Services with Northstar Chemical dba Pacific Star Chemical, LLC

2. Proposed Agreement for Services with Univar Solutions USA, LLC City of Santa Clara Page 4 of 4 Printed on 5/15/2026
powered by Legistar™
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 1 of 33 Rev. 12-1-25
EBIX Insurance No. S200004840

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NORTHSTAR CHEMICAL DBA PACIFIC STAR CHEMICAL, LLC

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Northstar Chemical dba Pacific Star Chemical, LLC, a Delaware limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. City desires to secure the 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 agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 2 of 33 Rev. 12-1-25
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 June 1, 2026, and terminate on May 31, 2031 (“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 five (5) additional years through May 31, 2036 (“Option Periods”) in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as “Term”.

3. SCOPE OF SERVICES AND 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
A. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services, including its duties and obligations, expressed and implied, contained herein. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

City expressly relies upon Contractor’s representations regarding its skills and knowledge.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 3 of 33 Rev. 12-1-25
B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. 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.

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is Fifty Thousand Dollars ($50,000), 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.

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 4 of 33 Rev. 12-1-25
benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

D. In the event of termination under sections 7.A. or 7.B., Contractor shall have no further rights hereunder.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 5 of 33 Rev. 12-1-25

11. CONFIDENTIALITY OF MATERIAL
A. "Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below), except that this Agreement, Contractor pricing, and Contractor proposals incorporated into this Agreement shall not be deemed Confidential Information. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the City’s individually identifiable customer information, and the City’s customer usage data and financial data.

B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information.

Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Contractor’s proposals and Purchase Orders.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 6 of 33 Rev. 12-1-25
C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 7 of 33 Rev. 12-1-25
as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

G. Within two (2) weeks of the termination of this Agreement, Contractor will return to the City or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of material, without retaining any copy or duplicate thereof; provided that Contractor may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Confidential Information and Contractor’s confidential obligations with respect to such information shall continue so long as such information is retained.

Contractor shall certify in writing the destruction of the Confidential Information. The City may perform an audit of Contractor’s records to confirm the return or destruction of the Confidential Information. The City shall have this audit right for two (2) years after the termination of this Agreement.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 8 of 33 Rev. 12-1-25
H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

12. OWNERSHIP OF MATERIAL
A. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.

B. All documents and materials furnished by City to Contractor, pursuant to Section 12.A., shall remain the property of City and shall be returned to City upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall be considered works made for hire and shall become the exclusive property of the City, and City shall have the sole right to use such documents and materials without restriction or limitation on their use in City’s discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor’s sole cost and expense, provide such documents and material to City upon written request.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City’s sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor’s deliverables under this Agreement by City or persons other than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. 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 (“Audit Period”), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. 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.

C. Contractor shall use recognized accounting methods in preparing reports and invoices submitted to the City in connection with the Services. City reserves the right to designate its own employee representative(s) or its Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 9 of 33 Rev. 12-1-25
contracted representative(s) with a certified public accounting firm who shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to City for costs charged, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. 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 the Services.

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, subcontractors, affiliates, 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 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 10 of 33 Rev. 12-1-25
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.

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.

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 [email protected] and
[email protected]
And to Contractor addressed as follows:

Northstar Chemical dba Pacific Star Chemical, LLC
Attention: Julie DeBellis, Sales Coordinator
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 11 of 33 Rev. 12-1-25
1333 S. Mayflower Ave, Suite 300
Monrovia, CA 91016
Phone: 503-625-3770
Facsimile: 503-625-1478
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and 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.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 12 of 33 Rev. 12-1-25

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. [SIGNATURES ON FOLLOWING PAGE]
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 13 of 33 Rev. 12-1-25
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

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

NORTHSTAR CHEMICAL DBA PACIFIC STAR CHEMICAL, LLC
a Delaware limited liability company
Dated:

By (Signature):

Name: Matt Werger
Title: Executive Vice President
Principal Place of
Business Address:
14200 SW Tualatin-Sherwood Road
Sherwood, OR 97140
Email Address: [email protected]
Telephone: (503) 625-3770
Fax: (503) 625-1478
“CONTRACTOR”
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 14 of 33 Rev. 12-1-25

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL........................................................................................... 15 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 15 SECTION 3. SPECIFIC REQUIREMENTS.............................................................. 15 SECTION 4. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES..... 19 SECTION 5. PERMITS AND LICENSES................................................................. 20 SECTION 6. WARRANTY ....................................................................................... 20 SECTION 7. CITY FURNISHED MATERIALS......................................................... 20 SECTION 8. WORK AREA...................................................................................... 21 SECTION 9. SAFETY.............................................................................................. 21 SECTION 10. INJURY/PROPERTY DAMAGE.......................................................... 22 SECTION 11. CONTRACTOR PERSONNEL............................................................ 22 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 15 of 33 Rev. 12-1-25
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to supply and deliver bulk chemicals (“Services”).

1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations must be approved in writing by City.

1.3 Contractor will primarily perform Services in City of Santa Clara limits.

1.4 To the extent not inconsistent with this Agreement, the City’s RFB 24-25-69 (including subsequent updates) and Contractor’s proposals response dated July 31, 2025, 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 the RFB 24-25-69 or Contractor’s proposal), the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Bulk Chemical Supply and Delivery
Contractor shall provide and deliver bulk chemicals in accordance with specifications listed here. All chemicals must be NST/ANSI Standard 60 certified. Each delivery shall be accompanied by a certified analysis and safety sheets (SDS).

Chemical: Sodium Hydroxide, Caustic

2.1.2.1 Estimated Annual Use: 3 Dry Tons

2.1.2.2 Capacity: 475 gallons

2.1.2.3 Concentration 30%
SECTION 3. SPECIFIC REQUIREMENTS

3.1 Delivery Requirements
Contractor shall deliver chemicals to:

Donald Von Raesfeld Power Plant (DVR)
850 Duane Avenue
Santa Clara, CA 95054

2.1.1 2.1.2

3.1.1 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 16 of 33 Rev. 12-1-25
Contractor shall not subcontract any portion of the work without prior written approval from City.

Contractor may not invoice additional charges for handling, labor, materials, offloading, transportation, overhead, or processing, except applicable taxes and approved freight charges.

The City reserves the right to add delivery locations during the contract term. No adjustments to delivery rates or additional charges shall be made for added locations or split/multiple deliveries.

Contractor is responsible for loading and unloading chemicals at delivery site including supplying all necessary equipment to load and unload chemicals.

Contractor shall make all deliveries within three (3) days of order notification unless otherwise arranged and approved by City in writing. In cases of critical need, the City may require expedited delivery, including weekends and holidays.

Delivery hours are Monday through Friday, 7:00 A.M to 5:00 P.M. PST/PDT.

Any deviations must be prearranged and approved by the City. Drivers must call the Operator Control Room @408-615-6550 at least one hour before each delivery.

Contractor shall comply with all applicable laws associated with the Services. 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.

All delivery vehicles shall be compliant with current requirements of California Public Utilities commission. California Highway Patrol and any applicable portions of the Hazardous Materials Regulations of the U.S.

Department of Transportation.

All delivery vehicles shall comply with applicable regulations from the California Public Utilities Commission, California Highway Patrol (CHP) and the Hazardous Materials Regulations in chemical delivery, including emergency response procedures.

Drivers must hold valid licenses issued by the California Department of Motor Vehicles and be trained and experienced in chemical delivery, including emergency response procedures.

3.1.2 3.1.3

3.1.4 3.1.5

3.1.6 3.1.7

3.1.8 3.1.9

3.1.10 3.1.11
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 17 of 33 Rev. 12-1-25
Contractor shall perform all Services in a professional manner and environmentally responsible manner that meets or exceeds industry and professional standards of performance
All drivers must wear appropriate protective equipment required by the California Occupations Safety and Health Act (Cal/OSHA) enforced by the California Department of Industrial Relations (DIR).

Contractor shall be liable for all expenses and damages incurred by the City arising from delivery accidents, spills, or contaminations, including abatement, clean up and property repair costs.

Contractor shall clean any spills caused by Contractor, its agent, officers or employees to the City’s satisfaction.

Contractor shall provide the City with a copy of its chemical offloading procedures prior to the execution of the agreement and upon request by City.

3.2 Quantity:

Quantities listed are estimates. The City makes no guarantee of minimum purchase volume and reserves the right to increase or decrease the quantities based on the City’s needs. Contractor agrees to furnish all quantities ordered by City.

Contractor shall not exercise right of allocation during the term of this contract.

3.3 Ordering:

The City will issue orders for deliveries in lots, as best meets the City’s demands.

There shall be no minimum order quantity.

3.4 Product Sampling, Inspection, and Acceptance:

Each bulk delivery shall include one 500 ml representative sample of the delivered batch, labeled with the Contractor’s name, chemical name, date, and purchase order or contract number.

Final inspection and acceptance of deliveries shall occur at the delivery destination. The City reserves the right to inspect at the chemical source location, it deemed necessary.

3.1.12 3.1.13

3.1.14 3.1.15

3.1.16 3.2.1

3.2.2 3.3.1

3.3.2 3.4.1

3.4.2 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 18 of 33 Rev. 12-1-25
Chemicals remain in the Contractor’s possession and must not be unloaded until accepted by the City. All deliveries must comply with current Department of Transportation regulations.

3.5 Product Guarantee:

Contractor guarantees that all products shall be of the highest quality, free from defects, and in full compliance with specifications. The City may reject any product that does not meet these requirements at Contractor’s expense and Contractor shall deliver replacement within one (1) day at no additional cost to City.

3.6 Substitutions:

No substitutions will be accepted without prior written approval from the City.

3.7 Safety Requirements:

Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site.

Contractor, its employees, subcontractors, and/or agents must conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety, and they must adhere to all State, Federal, and Occupations Safety and Health Act (OSHA) safety standards.

Contractor furnished equipment, materials, and/or services must comply with all OSHA standards and regulations, and all applicable governmental laws and orders.

The City reserves the right to individually refuse any shipment, at their sole discretion, which cannot be unloaded using safe and proper techniques.

Any such refusal must result in the return of the chemical at the Contractor’s sole expense and Contractor shall deliver replacement within one (1) day at no additional cost to the City.

If requested by the City, the Contractor and/or the firm providing transportation of the chemical(s) shall complete a safety briefing at the City site before commencing deliveries.

Contractor shall comply with the site specific safety requirements of the City.

3.8 Safety Data Sheets:

3.4.3 3.5.1

3.6.1 3.7.1

3.7.2 3.7.3

3.7.4 3.7.5

3.7.6 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 19 of 33 Rev. 12-1-25
Contractor shall provide a current SDS prior to the first delivery. Contractor shall submit updated SDS to the City whenever changes occur.

3.9 Safety Training:

Contractor shall provide safety training on the safe handling, upon request, including procedures for safe chemical and emergency response in the event of a leak or spill.

Contractor must be prepared to provide safety training on the safe handling of the chemicals and emergency procedures in the event of a leak or spill.

Condition of Cargo Containers and Equipment:

3.9.3.1 Contractor delivery tanks or trailers shall be clean and free of contaminants from prior loads. All appurtenant valves, pumps, and discharge hoses must be clean. The City may reject a load if equipment cleanliness is not to the City’s satisfaction and Contractor shall deliver replacement within one (1) day at no additional cost to City.

3.10 Spillage and Cleanup Responsibility:

In the event of a spill or leak due to Contractor’s act or omissions, including, but not limited to, faulty equipment, or improper packaging.

Contractor shall bear full responsibility for containment, cleanup, disposal, and related costs, including environment fees and penalties.

Clean up must comply with all applicable law and City’s protocols.

If Contractor fails to perform proper cleanup in accordance with applicable law, the City may, in its sole discretion, arrange for a certified hazardous materials contractor to perform the cleanup, and all related costs will be charged to the Contractor or deducted from payments due.

SECTION 4. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES

4.1 General Requirement
All Services under this Agreement must be approved by the City prior to commencement of work, and must be authorized through a valid Purchase Order issued by the City. Contractor shall not perform any Services without such authorization. No Purchase Order or cumulative Purchase Order shall exceed the maximum compensation of the Agreement. All issued Purchase Order shall be incorporated the Agreement and any work described therein shall be included within the Services.

3.8.1 3.9.1

3.9.2 3.9.3

3.10.1 3.10.2

3.10.3 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 20 of 33 Rev. 12-1-25

4.2 Additional Services
“Additional Services” means any services requested by the City that are not expressly included within the Scope of Services but are related or necessary for their completion. Prior to commencing any Additional Services, Contractor shall submit a proposal outlining the Additional Services to be provided, an estimate for labor and materials, and the proposed rate(s). The City shall approve all Additional Services in writing. Such services shall be billed at either the rates set forth in Exhibit B, if applicable, or at a fixed price mutually agreed upon by the Parties.

Once approved in writing by the City, these Additional Services shall be incorporated into the Agreement and deemed part of the Services without requiring a formal amendment. Contractor shall provide these approved Additional Services Additional Services do not include the purchase of different bulk chemicals not expressly listed in Appendix B1 to Exhibit B.

SECTION 5. PERMITS AND LICENSES

5.1 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 6. WARRANTY

6.1 All Services performed by Contractor shall carry a warranty of a minimum of twelve (12) months from the date of completion of the Services set forth in the applicable Purchase Order. Contractor shall perform all warranty-related work at no additional cost to the City.

6.2 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 any manufacturer’s warranty or extended manufacturer’s warranty.

6.3 Contractor shall perform all warranty work within a reasonable time. In the event of an emergency where delay in warranty work could result in damage or loss of service, the City may, at its discretion, perform the work covered in the warranty.

All costs associated with the City completing the warranty work shall be charged to Contractor.

SECTION 7. 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.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 21 of 33 Rev. 12-1-25
SECTION 8. WORK AREA

8.1 Contractor shall maintain all work areas, where Services or related work are being performed, in a clean and orderly condition at all times. The work area shall be kept free from surplus materials, waste materials, debris, spills, dirt, rubbish, or other refuse 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 left in a clean, safe, and secure condition.

The City shall be the sole judge as to the adequacy of the cleanup.

8.2 Contractor shall comply with all City requests regarding cleanup both during the course of and upon completion of Services. If Contractor fails to clean 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 City property or restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor’s invoice at City’s sole discretion.

8.3 Where applicable, Contractor must provide work and traffic control signage to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to safely direct pedestrians and traffic around the work area and provide all equipment, personnel, and materials necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

8.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City operations, employees, and the public during the performance of Services.

SECTION 9. SAFETY

9.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons, property, and the public during the performance of Services. Contractor shall install and maintain appropriate safeguards, warning signs, and barriers as required by applicable law and the conditions of work, and post warnings against known or unusual hazards.

9.2 Where applicable, Contractor shall perform all Services in accordance with accepted industry standards and practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Electrical Manufacturer’s Association (NEMA), NETA, and IEEE standards.

9.3 If required by applicable law due to the nature of the Services, Contractor shall maintain a written Injury and Illness Prevention Program (IIPP) in compliance with Section 3203, Title 8 of the California Code of Regulations (CCR). The IIPP shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall make a copy available to the City upon request and shall keep a copy accessible at the work site.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 22 of 33 Rev. 12-1-25

9.4 As applicable, Contractor shall conduct 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.

9.5 Where applicable, 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). Contractor must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

9.6 Where applicable, Contractor’s employees (including any subcontractors) must use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing. Any required PPE and FR clothing shall be provided at the expense of Contractor.

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

SECTION 10. 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 11. CONTRACTOR PERSONNEL

11.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during the performance of Services. The Project Manager/OnSite 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 City staff.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 23 of 33 Rev. 12-1-25

11.2 Staffing
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.

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

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.

City may reasonably request reassignment of key staff, including the Project Manager. In the event of a request, Contractor shall submit the resumes and other qualifications of proposed replacement employee(s) to City for review and approval.

11.3 Employee Training
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.

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

Contractor’s training program 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.

Contractor shall be familiar with SVP’s operating standards. Where applicable, all employees are required to watch SVP’s safety video once per calendar year or prior to the commencement of the Services.

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

11.4 Standards of Conduct
Contractor is solely responsible for its employees while on or about the work site. This includes but is 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:

11.2.1 11.2.2

11.2.3 11.2.4

11.3.1 11.3.2

11.3.3 11.3.4

11.3.5 11.4.1
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 24 of 33 Rev. 12-1-25

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

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

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

11.4.1.4 Possess or use any firearms, narcotics, drugs, intoxicants, or other restricted materials while on City premises or
performing Services.

If 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.

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.

11.4.2 11.4.3
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 25 of 33 Rev. 12-1-25

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 of this Agreement.

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

SECTION 2. RATES
Rate Schedule
The rates applicable to the Services performed under this Agreement are listed in Appendix B1 (Rate Schedule), which is attached hereto and incorporated by reference.

The rates shown in Appendix B1 are fully burdened, including all costs such as labor, overhead, and profit.

Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first year (1) of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

Additional Services
Compensation for Additional Services, as defined in Section 4.2 of Exhibit A (Additional Services) shall be authorized in writing by the City prior to commencement. Such services shall be compensated at either at the rates set forth in Appendix B1, if applicable, or at a fixed price mutually agreed upon by the Parties.

Rate Adjustments
After the first year (1) of the Agreement, rate adjustments may be negotiated no more than once annually. Contractor shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

2.1 2.2

2.3 2.4
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 26 of 33 Rev. 12-1-25
SECTION 3. REIMBURSABLE EXPENSES
No reimbursable expenses are authorized under this Agreement.

SECTION 4. PAYMENT PROVISIONS
Time and Materials
For Services authorized to be paid on a time and materials basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month.

The invoice must include the following information:

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

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

4.1.3 Sufficient detail for City to verify (a) that the charges are in accordance with the Purchase Order, (b) that rates listed in Appendix B1 are charged, and (c) where applicable`, hours worked can be matched to certified payroll submittals.

Fixed Price
For Services authorized to be paid on a fixed price basis, Contractor shall base the invoice on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) and subject to the following:

4.2.1 Invoices must include the following information:

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

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

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

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

4.1 4.2
Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 27 of 33 Rev. 12-1-25

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

4.4 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.

4.5 Accurate Invoice
Invoices shall be accurate, itemized, and submitted in a form acceptable to the City. If an invoice is incomplete or inaccurate, the City may return it to Contractor for correction and resubmittal before payment can be processed. Contractor shall not charge the City any interest, late fees, or penalties on any outstanding or delayed invoices due to inaccurate billing.

4.6 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.

4.7 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 28 of 33 Rev. 12-1-25
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE
SECTION 1. RATES

1.1 Contractor shall provide the bulk chemicals specified in this Agreement at the unit rates set forth in Table B-1 below.

Table B-1: Bulk Chemical Cost
Chemical Capacity Unit
Annual
Estimated
Quantity
Cost Per
Unit
Sodium Hydroxide
Caustic 30% 475 Gallons Ton 3 Dry Tons $2,440.00
The unit prices in Table B-1 are inclusive of all handling fees, labor, materials, offloading charges, transportation, overhead, taxes (except sales taxes, if applicable) and processing charges, and Contactor may not apply such charges to an invoice.

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 29 of 33 Rev. 12-1-25

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:
$10,000,000 Each occurrence
$10,000,000 General aggregate
$10,000,000 Products/Completed Operations aggregate
$10,000,000 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 in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 30 of 33 Rev. 12-1-25
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. POLLUTION

1. Pollution Liability Insurance policy with limits of at least five million dollars ($5,000,000).

2. The pollution policy needs to have coverage for (Including coverage for ongoing and completed site operations, transportation incidents and nonowned disposal sites.

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

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

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

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 31 of 33 Rev. 12-1-25

3. Waiver of Subrogation. CONTRACTOR hereby waives all rights of recovery (including rights of subrogation) against The City of Santa Clara and any other required Additional Insured or other party entitled to indemnification hereunder for any claim, injury, loss or damage arising from any occurrence covered by insurance maintained (or required to be maintained) by CONTRACTOR. All policies of insurance carried by CONTRACTOR, including Workers Compensation, shall include express provisions in which the insurer waives its subrogation rights against CLIENT or other party entitled to indemnification hereunder.

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

F. ADDITIONAL INSURANCE RELATED PROVISIONS
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 Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 32 of 33 Rev. 12-1-25
documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

Agreement with Northstar Chemical dba Pacific Star Chemical, LLC Page 33 of 33 Rev. 12-1-25
EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for 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 Univar Solutions USA, LLC. Page 1 of 33
Rev. 12-1-25
EBIX Insurance No. S200001055

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

UNIVAR SOLUTIONS USA, LLC

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Univar Solutions USA, LLC, a Washington limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

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

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Agreement with Univar Solutions USA, LLC. Page 2 of 33
Rev. 12-1-25
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.

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

City expressly relies upon Contractor’s representations regarding its skills and knowledge.

Agreement with Univar Solutions USA, LLC. Page 3 of 33
Rev. 12-1-25
B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is Eight Hundred Thousand Dollars ($800,000) 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.

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the Agreement with Univar Solutions USA, LLC. Page 4 of 33
Rev. 12-1-25
benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

D. In the event of termination under sections 7.A. or 7.B., Contractor shall have no further rights hereunder.

Agreement with Univar Solutions USA, LLC. Page 5 of 33
Rev. 12-1-25

Agreement with Univar Solutions USA, LLC. Page 6 of 33
Rev. 12-1-25
C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long Agreement with Univar Solutions USA, LLC. Page 7 of 33
Rev. 12-1-25
as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

Agreement with Univar Solutions USA, LLC. Page 8 of 33
Rev. 12-1-25
H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

12. OWNERSHIP OF MATERIAL
A. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.

C. Contractor shall use recognized accounting methods in preparing reports and invoices submitted to the City in connection with the Services. City Agreement with Univar Solutions USA, LLC. Page 9 of 33
Rev. 12-1-25
reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm who shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to City for costs charged, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

E. 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 the Services.

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, subcontractors, affiliates, 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 Agreement with Univar Solutions USA, LLC. Page 10 of 33 Rev. 12-1-25
sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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 [email protected] and
[email protected]
And to Contractor addressed as follows:

Univar Solutions USA, LLC.

Attention: Jennifer M. Perras
Agreement with Univar Solutions USA, LLC. Page 11 of 33 Rev. 12-1-25
8201 S 212th St.

Kent, WA 98032
And by phone at Muni-253-872-5040 or
Branch-408-435-8700/855-785-9499
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and 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.

Agreement with Univar Solutions USA, LLC. Page 12 of 33 Rev. 12-1-25

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. [SIGNATURES ON FOLLOWING PAGE]
Agreement with Univar Solutions USA, LLC. Page 13 of 33 Rev. 12-1-25
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
UNIVAR SOLUTIONS USA, LLC.
a Washington limited liability company
Dated:

By (Signature):

Name: Bill Jones
Title: Western Region Vice President
Principal Place of
Business Address: 8201 S 212th St., Kent, WA 94533
Email Address: [email protected]
Telephone: ( )
“CONTRACTOR”
Agreement with Univar Solutions USA, LLC. Page 14 of 33 Rev. 12-1-25

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL........................................................................................... 15 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 15 SECTION 3. SPECIFIC REQUIREMENTS.............................................................. 16 SECTION 4. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES..... 20 SECTION 5. PERMITS AND LICENSES................................................................. 20 SECTION 6. WARRANTY ....................................................................................... 20 SECTION 7. CITY FURNISHED MATERIALS......................................................... 21 SECTION 8. WORK AREA...................................................................................... 21 SECTION 9. SAFETY.............................................................................................. 21 SECTION 10. INJURY/PROPERTY DAMAGE.......................................................... 22 SECTION 11. CONTRACTOR PERSONNEL............................................................ 23 Agreement with Univar Solutions USA, LLC. Page 15 of 33 Rev. 12-1-25
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to supply and deliver bulk chemicals (“Services”).

1.3 Contractor will primarily perform Services in City of Santa Clara limits.

In the event of a conflict between the Agreement (including its Exhibits and the RFB 24-25-69 or Contractor’s proposal), the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Bulk Chemical Supply and Delivery

2.1.1 Contractor shall provide and deliver bulk chemicals in accordance with specifications listed here. All chemicals must be NST/ANSI Standard 60 certified. Each delivery shall be accompanied by a certified analysis and safety sheets (SDS).

2.1.2 Chemical: Sodium Bisulfite

2.1.2.1 Estimated Annual Use: 3,500 gallons

2.1.2.2 Capacity: 475 gallons

2.1.2.3 Concentration: 25%

2.1.3 Chemical: Sodium Hypochlorite

2.1.3.1 Estimated Annual Use: 35,000 gallons

2.1.3.2 Capacity: 1,425 gallons

2.1.3.3 Concentration 12.50%
Agreement with Univar Solutions USA, LLC. Page 16 of 33 Rev. 12-1-25
SECTION 3. SPECIFIC REQUIREMENTS

3.1 Delivery Requirements:

3.1.1 Contractor shall deliver chemicals to:

Donald Von Raesfeld Power Plant (DVR)
850 Duane Avenue
Santa Clara, CA 95054

3.1.2 Contractor shall not subcontract any portion of the work without prior written approval from City.

3.1.3 Contractor may not invoice additional charges for handling, labor, materials, offloading, transportation, overhead, or processing, except applicable taxes and approved freight charges.

3.1.4 The City reserves the right to add delivery locations during the contract term. No adjustments to delivery rates or additional charges shall be made for added locations or split/multiple deliveries.

3.1.5 Contractor is responsible for loading and unloading chemicals at delivery site including supplying all necessary equipment to load and unload chemicals.

3.1.6 Contractor shall make all deliveries within three (3) days of order notification unless otherwise arranged and approved by City in writing. In cases of critical need, the City may require expedited delivery, including weekends and holidays.

3.1.7 Delivery hours are Monday through Friday, 7:00 A.M to 5:00 P.M. PST/PDT.

Any deviations must be prearranged and approved by the City. Drivers must call the Operator Control Room @408-615-6550 at least one hour before each delivery.

3.1.8 Contractor shall comply with all applicable laws associated with the Services. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed.

3.1.9 All delivery vehicles shall be compliant with current requirements of California Public Utilities commission. California Highway Patrol and any applicable portions of the Hazardous Materials Regulations of the U.S.

Department of Transportation.

Agreement with Univar Solutions USA, LLC. Page 17 of 33 Rev. 12-1-25

3.1.10 All delivery vehicles shall comply with applicable regulations from the California Public Utilities Commission, California Highway Patrol (CHP) and the Hazardous Materials Regulations in chemical delivery, including emergency response procedures.

3.1.11 Drivers must hold valid licenses issued by the California Department of Motor Vehicles and be trained and experienced in chemical delivery, including emergency response procedures.

3.1.12 Contractor shall perform all Services in a professional manner and environmentally responsible manner that meets or exceeds industry and professional standards of performance.

3.1.13 All drivers must wear appropriate protective equipment required by the California Occupations Safety and Health Act (Cal/OSHA) enforced by the California Department of Industrial Relations (DIR).

3.1.14 Contractor shall be liable for all expenses and damages incurred by the City arising from delivery accidents, spills, or contaminations, including abatement, clean up and property repair costs.

3.1.15 Contractor shall clean any spills caused by Contractor, its agent, officers or employees to the City’s satisfaction.

3.1.16 Contractor shall provide the City with a copy of its chemical offloading procedures prior to the execution of the agreement and upon request by City.

3.2 Quantity:

3.2.1 Quantities listed about are estimates. The City makes no guarantee of minimum purchase volume and reserves the right to increase or decrease the quantities based on the City’s needs. Contractor agrees to furnish all quantities ordered by City.

3.2.2 Contractor shall not exercise right of allocation during the term of this contract.

3.3 Ordering:

3.3.1 The City will issue orders for deliveries in lots, as best meets the City’s demands.

3.3.2 There shall be no minimum order quantity.

Agreement with Univar Solutions USA, LLC. Page 18 of 33 Rev. 12-1-25

3.4 Product Sampling, Inspection, and Acceptance:

3.4.1 Each bulk delivery shall include one 500 ml representative sample of the delivered batch, labeled with the Contractor’s name, chemical name, date, and purchase order or contract number.

3.4.2 Final inspection and acceptance of deliveries shall occur at the delivery destination. The City reserves the right to inspect at the chemical source location, it deemed necessary.

3.4.3 Chemicals remain in the Contractor’s possession and must not be unloaded until accepted by the City. All deliveries must comply with current Department of Transportation regulations.

3.5 Product Guarantee:

3.5.1 Contractor guarantees that all products shall be of the highest quality, free from defects, and in full compliance with specifications. The City may reject any product that does not meet these requirements at Contractor’s expense and Contractor shall deliver replacement within one (1) day at no additional cost to City.

3.6 Substitutions:

3.6.1 No substitutions will be accepted without prior written approval from the City.

3.7 Safety Requirements:

3.7.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site.

3.7.2 Contractor, its employees, subcontractors, and/or agents must conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety, and they must adhere to all State, Federal, and Occupations Safety and Health Act (OSHA) safety standards.

3.7.3 Contractor furnished equipment, materials, and/or services must comply with all OSHA standards and regulations, and all applicable governmental laws and orders.

3.7.4 The City reserves the right to individually refuse any shipment, at their sole discretion, which cannot be unloaded using safe and proper techniques. Any such refusal must result in the return of the chemical at the Contractor’s sole expense and Contractor shall deliver replacement within one (1) day at no additional cost to the City.

Agreement with Univar Solutions USA, LLC. Page 19 of 33 Rev. 12-1-25

3.7.5 If requested by the City, the Contractor and/or the firm providing transportation of the chemical(s) shall complete a safety briefing at the City site before commencing deliveries.

3.7.6 Contractor shall comply with the site specific safety requirements of the City.

3.8 Safety Data Sheets:

3.8.1 Contractor shall provide a current SDS prior to the first delivery. Contractor shall submit updated SDSs to the City whenever changes occur.

3.9 Safety Training:

3.9.1 Contractor shall provide safety training on the safe handling, upon request, including procedures for safe chemical and emergency response in the event of a leak or spill.

3.9.2 Contractor must be prepared to provide safety training on the safe handling of the chemicals and emergency procedures in the event of a leak or spill.

3.9.3 Condition of Cargo Containers and Equipment:

3.9.3.1 Contractor delivery tanks or trailers shall be clean and free of contaminants from prior loads. All appurtenant valves, pumps, and discharge hoses must be clean. The City many reject a load if equipment cleanliness is not to the City’s satisfaction and Contract shall deliver replacement within one (1) day at no additional cost to City.

3.10 Spillage and Cleanup Responsibility:

3.10.1 In the event of a spill or leak due to Contractor’s act or omissions, including, but not limited to, faulty equipment, or improper packaging.

Contractor shall bear full responsibility for containment, cleanup, disposal, and related costs, including environment fees and penalties.

3.10.2 Clean up must comply with all applicable law and City’s protocols.

3.10.3 If Contractor fails to perform proper cleanup in accordance with applicable law, the City may, in its sole discretion, arrange for a certified hazardous materials contractor to perform the cleanup, and all related costs will be charged to the Contractor or deducted from payments due.

Agreement with Univar Solutions USA, LLC. Page 20 of 33 Rev. 12-1-25
SECTION 4. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES

4.1 General Requirement
All Services under this Agreement must be approved by the City prior to commencement of work and must be authorized through a valid Purchase Order issued by the City. Contractor shall not perform any Services without such authorization. No Purchase Order or cumulative Purchase Order shall exceed the maximum compensation of the Agreement. All issued Purchase Order shall be incorporated the Agreement and any work described therein shall be included within the Services.

Additional Services do not include the purchase of different bulk chemicals not expressly listed in Appendix B1 to Exhibit B.

SECTION 5. PERMITS AND LICENSES

5.1 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 6. WARRANTY

Agreement with Univar Solutions USA, LLC. Page 21 of 33 Rev. 12-1-25

All costs associated with the City completing the warranty work shall be charged to Contractor.

SECTION 7. 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 8. WORK AREA

The City shall be the sole judge as to the adequacy of the cleanup.

8.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City operations, employees, and the public during the performance of Services.

SECTION 9. SAFETY

Agreement with Univar Solutions USA, LLC. Page 22 of 33 Rev. 12-1-25

Agreement with Univar Solutions USA, LLC. Page 23 of 33 Rev. 12-1-25
SECTION 11. CONTRACTOR PERSONNEL

11.2 Staffing

11.2.1 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.

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

11.2.3 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.

11.2.4 City may reasonably request reassignment of key staff, including the Project Manager. In the event of a request, Contractor shall submit the resumes and other qualifications of proposed replacement employee(s) to City for review and approval.

11.3 Employee Training

11.3.1 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.

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

11.3.3 Contractor’s training program 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.

11.3.4 Contractor shall be familiar with SVP’s operating standards. Where applicable, all employees are required to watch SVP’s safety video once per calendar year or prior to the commencement of the Services.

Agreement with Univar Solutions USA, LLC. Page 24 of 33 Rev. 12-1-25

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

11.4 Standards of Conduct

11.4.1 Contractor is solely responsible for its employees while on or about the work site. This includes but is 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:

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

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

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

11.4.1.4 Possess or use any firearms, narcotics, drugs, intoxicants, or other restricted materials while on City premises or
performing Services.

11.4.2 If 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.

11.4.3 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.

Agreement with Univar Solutions USA, LLC. Page 25 of 33 Rev. 12-1-25

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 of this Agreement.

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

SECTION 2. RATES

2.1 Rate Schedule
The rates applicable to the Services performed under this Agreement are listed in Appendix B1 (Rate Schedule), which is attached hereto and incorporated by reference.

The rates shown in Appendix B1 are fully burdened, including all costs such as labor, overhead, and profit.

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first year (1) of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Services
Compensation for Additional Services, as defined in Section 4.2 of Exhibit A (Additional Services) shall be authorized in writing by the City prior to commencement. Such services shall be compensated at either at the rates set forth in Appendix B1, if applicable, or at a fixed price mutually agreed upon by the Parties.

2.4 Rate Adjustments
After the first year (1) of the Agreement, rate adjustments may be negotiated no more than once annually. Contractor shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

Agreement with Univar Solutions USA, LLC. Page 26 of 33 Rev. 12-1-25
SECTION 3. REIMBURSABLE EXPENSES
No reimbursable expenses are authorized under this Agreement.

SECTION 4. PAYMENT PROVISIONS

4.1 Time and Materials
For Services authorized to be paid on a time and materials basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month.

The invoice must include the following information:

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

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

4.1.3 Sufficient detail for City to verify (a) that the charges are in accordance with the Purchase Order, (b) that rates listed in Appendix B1 are charged, and (c) where applicable, hours worked can be matched to certified payroll submittals.

4.2 Fixed Price
For Services authorized to be paid on a fixed price basis, Contractor shall base the invoice on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) and subject to the following:

4.2.1 Invoices must include the following information:

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

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

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

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

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

Agreement with Univar Solutions USA, LLC. Page 27 of 33 Rev. 12-1-25

4.4 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.

4.6 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.

4.7 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.

Agreement with Univar Solutions USA, LLC. Page 28 of 33 Rev. 12-1-25
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE
SECTION 1. RATES

1.1 Contractor shall provide the bulk chemicals specified in this Agreement at the unit rates set forth in Table B-1 below.

Table B-1: Bulk Chemical Cost
Chemical Capacity Unit
Annual
Estimated
Quantity
Cost Per
Unit
Sodium Bisulfite, 25% 475 Gallons 3,500 $2.86
Sodium Hypochlorite, 12.5% 1,425 Gallons 35,000 $3.40
The unit prices in Table B-1 are inclusive of all handling fees, labor, materials, offloading charges, transportation, overhead, taxes (except sales taxes, if applicable) and processing charges, and Contactor may not apply such charges to an invoice.

Agreement with Univar Solutions USA, LLC. Page 29 of 33 Rev. 12-1-25

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:
$10,000,000 Each occurrence
$10,000,000 General aggregate
$10,000,000 Products/Completed Operations aggregate
$10,000,000 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 in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

Agreement with Univar Solutions USA, LLC. Page 30 of 33 Rev. 12-1-25
C. WORKERS’ COMPENSATION

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

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

D. POLLUTION

1. Pollution Liability Insurance policy with limits of at least five million dollars ($5,000,000)

2. The pollution policy needs to have coverage for (Including coverage for ongoing and completed site operations, transportation incidents and nonowned disposal sites E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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

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

Agreement with Univar Solutions USA, LLC. Page 31 of 33 Rev. 12-1-25

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

F. ADDITIONAL INSURANCE RELATED PROVISIONS
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 Agreement with Univar Solutions USA, LLC. Page 32 of 33 Rev. 12-1-25
documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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.

Agreement with Univar Solutions USA, LLC. Page 33 of 33 Rev. 12-1-25
EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for 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
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-442 Agenda Date: 5/19/2026

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to Agreements with C2R Engineering, Inc., Golden Bay Construction, Inc., O’Grady Paving, Inc., A Teichert & Son, Inc., and West Valley Construction Company, Inc. for As -Needed Asphalt Repair Services to Remove the Annual Compensation Limit Subject to the Previously Authorized Maximum Amount of $10,400,000

BACKGROUND
On July 15, 2025, pursuant to Section 2.105.140(c) of the Santa Clara City Code, the City Council authorized the City Manager to execute an agreement with C2R Engineering, Inc. for as-needed asphalt repair services (RTC #25-709). In addition, the City Council authorized the City Manager to execute additional agreements for as-needed asphalt repair services. Subsequently, staff entered into four additional agreements with Golden Bay Construction, Inc., O’Grady Paving, Inc., A Teichert & Son, Inc., and West Valley Construction Company, Inc.

These agreements support the Water & Sewer Utilities Department’s water main replacement program and unplanned emergency utility repairs.

The authorization included an aggregate maximum compensation across all as-needed asphalt repair agreements of $10,400,000, consisting of $10,000,000 for planned water main replacement work and $400,000 for emergency repairs. The agreements also include an annual compensation limit of $2,000,000 per fiscal year for planned water main replacement work. This limit was intended to align with anticipated annual expenditures and to provide a structured approach for managing contract activity across multiple firms.

DISCUSSION
Since implementation of the agreements, staff have identified operational challenges associated with the annual $2,000,000 compensation limit. Asphalt restoration needs fluctuate based on project timing and construction sequencing, and the annual cap limits staff’s ability to schedule and complete work within the required timeframe.

In practice, pavement restoration needs may exceed the annual limit even when sufficient funds remain within the total authorized amount. This constraint will result in delays and extended periods of temporary paving in the public right-of-way between fiscal years.

To address these constraints, staff recommends amending all five agreements to remove the annual $2,000,000 compensation limit. This change will allow staff to better align project delivery with operational needs and ensure timely completion of pavement restoration work.

Approval of the recommendations does not increase the previously authorized maximum City of Santa Clara Page 1 of 3 Printed on 5/15/2026
powered by Legistar™
26-442 Agenda Date: 5/19/2026
compensation of $10,400,000 over the term of the agreements and does not expand the scope of services. All other terms and conditions of the agreements will remain unchanged. Staff will continue to manage expenditures across the agreements within the total authorized amount.

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

FISCAL IMPACT
There is no change to the total not-to-exceed amount of $10,400,000 for the existing agreements.

Funds are budgeted in the Distribution System Replacement and Restoration project in the Water Utility Capital Fund to cover this cost. Annual funding of at least $2,000,000 is expected to be budgeted for this project in future years. The additional funding of approximately $400,000 would now be spread out over the length of the five-year agreement, subject to appropriations limits, and would be funded through the Water Utility Fund.

COORDINATION
This report has been coordinated with the Finance Department, the Department of Public Works, 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 beginning the Thursday evening before the Tuesday meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220 by email [email protected], or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Authorize the City Manager or designee to execute Amendment No.1, substantially in the forms attached, with C2R Engineering, Inc., Golden Bay Construction, Inc., O’Grady Paving, Inc., A Teichert & Son, Inc., and West Valley Construction Company, Inc. to remove the annual $2,000,000 compensation limit for as
-
needed asphalt repair services, within the previously authorized maximum compensation amount of $10,400,000, subject to the appropriation of funds and review and approval as to form by the City Attorney.

Reviewed by: John Ramirez, Director, Water & Sewer Utilities Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 - C2R Engineering, Inc.

2. Amendment No. 1 - Golden Bay Construction, Inc.

3. Amendment No. 1 - O’Grady Paving, Inc.

City of Santa Clara Page 2 of 3 Printed on 5/15/2026
powered by Legistar™
26-442 Agenda Date: 5/19/2026

4. Amendment No. 1 - Teichert & Son, Inc.

5. Amendment No. 1 - West Valley Construction Company, Inc.

6. Agreement - Golden Bay Construction

7. Agreement - C2R Engineering

8. Agreement - O’Grady Paving, Inc.

9. Agreement - Teichert Construction

10. Agreement - West Valley Construction

11. RTC 25-709 As-Needed Asphalt Repair
City of Santa Clara Page 3 of 3 Printed on 5/15/2026
powered by Legistar™
Amendment No. 1 to Agreement/C2R Engineering, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200004879
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
C2R ENGINEERING, INC

PREAMBLE
This agreement (“Amendment No. 1”), effective as of _____________(“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and C2R Engineering, 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 and C2R Engineering, Inc., dated August 6, 2025 (“Agreement”); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide as-needed asphalt repair services, and the Parties now wish to amend the Agreement to revise compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6of the Agreement, entitled “Compensation and Payment” is revised to delete item B, entitled “Annual Compensation Limits” in its entirety. The revised Section 6 will now read as follows:

There is a maximum aggregate compensation and a separate maximum compensation for each Approved Task Order, as described below.

A. Maximum Total Compensation – Agreements. The aggregate maximum compensation across all Asphalt Repair Services Agreements is Ten Million Four Hundred Thousand Dollars ($10,400,000), subject to budget appropriations.

B. Maximum Compensation – Task Order. Each Approved Task Order will specify the maximum amount payable to Contractor for all expenses, supplies, materials, and equipment related to the Contractor providing the work (“Maximum Task Order Compensation”). Contractor shall fully complete all Amendment No. 1 to Agreement/C2R Engineering, Inc.Page 2 Rev. 10/25/2019
work required by the Task Order for no more than that Maximum Task Order Compensation. City shall only be liable for charges expressly authorized in an Approved Task Order.

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

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
C2R ENGINEERING, INC.
a California corporation
Dated:

By (Signature):

Name: Trevor Connolly
Title: President
Principal Place of
Business Address:
100 Mountain View Ave.

Los Altos, CA 9024
Email Address: [email protected]
Telephone: 415-559-2841
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/Golden Bay Construction, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200002835
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
GOLDEN BAY CONSTRUCTION, INC.

PREAMBLE
This agreement (“Amendment No. 1”), effective as of _____________(“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Golden Bay Construction, 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 and Golden Bay Construction, Inc., dated September 23, 2025 (“Agreement”); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide as-needed asphalt repair services, and the Parties now wish to amend the Agreement to revise compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

There is a maximum aggregate compensation and a separate maximum compensation for each Approved Task Order, as described below.

B. Maximum Compensation – Task Order. Each Approved Task Order will specify the maximum amount payable to Contractor for all expenses, supplies, materials, and equipment related to the Contractor providing the work (“Maximum Task Order Compensation”). Contractor shall fully complete all Amendment No. 1 to Agreement/Golden Bay Construction, Inc. Page 2 Rev. 10/25/2019
work required by the Task Order for no more than that Maximum Task Order Compensation. City shall only be liable for charges expressly authorized in an Approved Task Order.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

GOLDEN BAY CONSTRUCTION, INC
a California corporation
Dated:

By (Signature):

Name: Johnny Zanette
Title: President
Principal Place of
Business Address: 3826 Hayward, CA 94545
Email Address: [email protected]
Telephone: 510-783-2930, ext 103
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/O’Grady Paving, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200005653
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
O’GRADY PAVING, INC.

PREAMBLE
This agreement (“Amendment No. 1”), effective as of _____________(“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and O’Grady Paving, 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 and O’Grady Paving, Inc., dated September 23, 2025 (“Agreement”); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide as-needed asphalt repair services, and the Parties now wish to amend the Agreement to revise compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

There is a maximum aggregate compensation and a separate maximum compensation for each Approved Task Order, as described below.

B. Maximum Compensation – Task Order. Each Approved Task Order will specify the maximum amount payable to Contractor for all expenses, supplies, materials, and equipment related to the Contractor providing the work (“Maximum Task Order Compensation”). Contractor shall fully complete all Amendment No. 1 to Agreement/O’Grady Paving, Inc. Page 2 Rev. 10/25/2019
work required by the Task Order for n more than that Maximum Task Order Compensation. City shall only be liable for charges expressly authorized in an Approved Task Order.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Craig E. Young
Title: VP
Principal Place of
Business Address:
2513 Wyandotte St.

Mountain View, CA 94043
Email Address: [email protected]
Telephone: 650-966-1926
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/Teichert Construction Page 1 Rev. 10/25/19
Ebix Insurance No. S200003397
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
A. TEICHERT & SON, INC. DBA TEICHERT CONSTRUCTION

PREAMBLE
This agreement (“Amendment No. 1”), effective as of _____________(“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and A. Teichert & Son, Inc. doing business as Teichert Construction, 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 and A. Teichert & Son, Inc. DBA Teichert Construction, dated September 23, 2025 (“Agreement”); and B. The Parties entered into the Agreement for the purpose of having Contractor provide as-needed asphalt repair services, and the Parties now wish to amend the Agreement to revise compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

There is a maximum aggregate compensation and a separate maximum compensation for each Approved Task Order, as described below.

B. Maximum Compensation – Task Order. Each Approved Task Order will specify the maximum amount payable to Contractor for all expenses, supplies, materials, and equipment related to the Contractor providing the work Amendment No. 1 to Agreement/Teichert Construction Page 2 Rev. 10/25/2019
(“Maximum Task Order Compensation”). Contractor shall fully complete all work required by the Task Order for n more than that Maximum Task Order Compensation. City shall only be liable for charges expressly authorized in an Approved Task Order.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

TEICHERT CONSTRUCTION
a California corporation
Dated:

By (Signature):

Name: Jim Gallagher
Title: VP & Regional Manager, Bay Area
Principal Place of
Business Address:
5200 Franklin Dr., Ste. 115
Pleasanton, CA 94588
Email Address: [email protected]
Telephone: 925-621-5700
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/West Valley Construction Company, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200004880
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

WEST VALLEY CONSTRUCTION COMPANY, INC

PREAMBLE
This agreement (“Amendment No. 1”), effective as of _____________(“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and West Valley Construction Company, 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 and West Valley Construction Company, Inc., dated September 23, 2025 (“Agreement”); and B. The Parties entered into the Agreement for the purpose of having Contractor provide as-needed asphalt repair services, and the Parties now wish to amend the Agreement to revise compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

There is a maximum aggregate compensation and a separate maximum compensation for each Approved Task Order, as described below.

B. Maximum Compensation – Task Order. Each Approved Task Order will specify the maximum amount payable to Contractor for all expenses, supplies, materials, and equipment related to the Contractor providing the work (“Maximum Task Order Compensation”). Contractor shall fully complete all Amendment No. 1 to Agreement/West Valley Construction Company, Inc. Page 2 Rev. 10/25/2019
work required by the Task Order for no more than that Maximum Task Order Compensation. City shall only be liable for charges expressly authorized in an Approved Task Order.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Keely Estep
Title: Contracts Manager
Principal Place of
Business Address:
603 Campbell Technology Pkwy
Campbell, CA 95008
Email Address: [email protected]
Telephone: 408-371-5510
Fax:
“CONTRACTOR”
Agreement with Golden Bay Construction
Rev. 07-01-18

Page 1 of 47 ends

City Council and Authorities ConcurrentMay 19, 2026

City Council and Authorities Concurrent
May 19, 2026