Agenda packet — City Council and Authorities Concurrent, June 23, 2026 (part 7 of 11)

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _____________________ __________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the “Stadium Manager”), by action taken or a resolution passed ___________ , 20____has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
_____________________________________________________ (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated __________________ (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SU CH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 1111
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attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
B y

T i t l e

(Corporate Seal) Surety
By
Attorney-in-Fact
T i t l e

Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of t he individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _____________________ __________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

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

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

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EXHIBIT “G”

RATE SCHEDULE

Straight-
Time
Weekday
Daily OT Saturday Sunday
&
Holiday
Journey Level:

Sheet Metal Worker - Foreman

$180.00 $270.00 $270.00 $290.00
Sheet Metal Worker - Shop

$170.00 $255.00 $255.00 $255.00
Sheet Metal Worker - Field

$170.00 $255.00 $255.00 $290.00
Plumber, Steamfitter, Refrigeration Fitter
(HVAC) - Foreman

$180.00 $270.00 $270.00 $340.00
Plumber, Steamfitter, Refrigeration Fitter
(HVAC)

$180.00 $270.00 $270.00 $340.00
Underground Utility Pipefitter - Foreman

$61.65 $81.50 $81.50 $101.34
Underground Utility Pipefitter

$53.61 $70.87 $70.87 $88.12
Apprentice Level:

Sheet Metal Worker - 4th Period $75.83 $98.28 $98.28 $120.73 Sheet Metal Worker - 5th Period $80.20 $104.84 $104.84 $129.47 Sheet Metal Worker - 6th Period $84.57 $111.39 $111.39 $138.21 Sheet Metal Worker - 7th Period $88.94 $117.95 $117.95 $146.95 Sheet Metal Worker - 8th Period $93.91 $124.50 $124.50 $155.67 Sheet Metal Worker - 9th Period $155.00 $232.50 $232.50 $310.00 Sheet Metal Worker - 10th Period $155.00 $232.50 $232.50 $310.00 Plumber, Steamfitter, Refrigeration,
(HVAC) - 4th Period

$91.99 $118.05 $118.05 $144.11
Plumber, Steamfitter, Refrigeration,
(HVAC) - 5th Period

$96.64 $141.15 $141.15 $153.41
Plumber, Steamfitter, Refrigeration,
(HVAC) - 6th Period

$101.50 $141.15 $141.15 $162.93
Plumber, Steamfitter, Refrigeration,
(HVAC) - 7th Period

$105.22 $141.15 $141.15 $170.37
Plumber, Steamfitter, Refrigeration,
(HVAC) - 8th Period

$155.00 $232.50 $232.50 $310.00
Plumber, Steamfitter, Refrigeration,
(HVAC) - 9th Period

$155.00 $232.50 $232.50 $310.00
Plumber, Steamfitter, Refrigeration,
(HVAC) - 10th Period

$155.00 $232.50 $232.50 $310.00
Underground / Utility Pipefitter - 4th
Period

$40.01 $50.54 $50.54 $61.07
Underground / Utility Pipefitter - 5th
Period

$42.05 $53.60 $53.60 $65.15
Underground / Utility Pipefitter - 6th
Period

$43.42 $55.66 $55.66 $67.89
Underground / Utility Pipefitter - 7th
Period

$45.15 $58.25 $58.25 $71.35
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Straight-
Time
Weekday
Daily OT Saturday Sunday
&
Holiday
Underground / Utility Pipefitter - 8th
Period

$46.87 $60.83 $60.83 $74.79
Underground / Utility Pipefitter - 9th
Period

$48.60 $63.43 $63.43 $78.25
Underground / Utility Pipefitter - 10th
Period

$49.97 $65.48 $65.48 $80.99
Laborer Level:

Laborer - Foreman $81.96 $102.02 $102.02 $122.07
Laborer $71.27 $91.33 $91.33 $111.38
Operating Engineer Level:

Operating Engineer - Foreman $113.85 $151.35 $151.35 $188.84 Operating Engineer $101.65 $135.13 $135.13 $168.61

Materials & Consumables Mark-Up 14%
Equipment Rentals Mark-Up 5%
Sub-Contractor Mark-Up 9%

Service Call Fee per Emergency Call /
Repair (Per Incident, if applicable)

Portal-to-Portal

One-Time Start Up Costs 73.36

I. Pricing Structure and Requirements

1. Billable Labor Rates
a. The contractor shall be paid at the hourly rate specified above. These rates are fully burdened, including all fringe benefits, profit and overhead markups. b. Definitions:
i. Daily Overtime: The rate applied for the first two hours worked beyond the standard 8-hour mark. This rate is applicable only to weekday work and excludes all Saturday, Sunday, and Holiday rates.
ii. Saturday: Fully burdened Saturday overtime hourly rate, inclusive of all fringe benefits.
iii. Sunday & Holiday: Fully burdened Sunday and Holiday overtime hourly rate, inclusive of all fringe benefits.

2. Materials and Consumables
a. Materials (which include replacement parts, new components such as panel boards, transformers, etc., but does NOT include the cost of small tools) and consumables, which are “minor” materials actually “consumed” during the course of work (such as caulking, solder, tape, etc.) shall be provided to the Stadium Manager at the Contractor’s “cost” (meaning what the Contractor paid the supplier) plus an agreed upon mark-up percentage, which would include handling, storage, etc. r
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b. When the Contractor is invoicing for specific task orders, and that invoice includes materials costs, Stadium Manager, at its discretion, may require invoices documenting what the Contractor paid for said materials. c. Where an individual repair part, or component, costs in excess of $1,500, the Contractor is required to get quotes from at least two separate suppliers and provide copies of these quotes to Stadium Manager.
d. If Stadium Manager issues an “emergency” task order, this requirement may be waived if Stadium Manager authorizes it.

3. Equipment Rental
a. If the Contractor must rent equipment in order to accomplish a Task Order, the price of that equipment to Stadium Manager shall be the Contractor’s actual invoice cost for that equipment, plus an agreed upon mark-up percentage. b. If the Contractor owns equipment, then reimbursement for use of that equipment is to be covered in the Contractor’s overall Overhead and Profit mark-up, which is a component of the Contractor’s billable hourly rates described above.

4. Permit Fees
a. All permit fees shall be pass through charges billed to the Stadium Manager for actual documented costs charged without markup.

5. Pricing Review Schedule
a. The agreed upon rates and mark-up percentages are firm for the initial year term of the agreement, subject only to the prevailing wage adjustment provisions set forth in Bullet C.
b. Contractor may request adjustments to the billable labor rates on each one-year anniversary during the initial three-year term of the agreement, plus any optional one-year options to renew the agreement after the initial term. c. Increases shall not exceed 3% annually, unless applicable prevailing wage rate increases by more than 3%.
d. All price adjustments are subject to Stadium Manager’s written approval. The Contractor must provide documentation that demonstrates to the Stadium Manager's satisfaction a price increase is warranted.

II. Invoicing Requirements
Stadium Manager is using Coupa, a business spends management platform. All purchase orders, invoices, and payments will be handled electronically using the Coupa Supplier Portal.

Contractor shall work with Stadium Manager to establish all account information necessary to process payments under this Contract via the Coupa Supplier Portal.

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EXHIBIT “H”

SAMPLE TASK ORDER FORM

FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

TASK ORDER

Task Order No. ______
Contract: [INSERT NAME OF CONTRACT]
Contractor: [INSERT NAME OF CONTRACTOR]
The Contractor is hereby authorized to perform the following work subject to the provisions of the Contract identified above:

List any attachments: [INSERT ATTACHMENTS, IF ANY]
Dollar Amount of Task Order: Not to exceed $_____,_____.00 Liquidated Damages for this Task Order: $XXX per day.

Completion Date: ____________, 20___
The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all work specified above in accordance with the Contract identified above and will accept as full payment therefore the amount shown above.

FORTY NINERS STADIUM

MANAGEMENT COMPANY LLC

SILICON VALLEY MECHANICAL,
INC.

D a t e d : Dated:

B y : B y :

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EXHIBIT “I”

LEVI’S STADIUM – JOBSITE RULES

The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:

1. Contractor shall park in only approved Contractor designated parking areas as identified by Stadium Manager.

2. No smoking, drugs, or alcohol permitted on site.

3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense.

4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

5. Contractor to schedule work hours with Stadium Manager prior to Project. Work outside of regularly schedule hours shall require prior written approval by Stadium Manager.

6. Contractor shall coordinate employee break areas with the Stadium Manager prior to Project. All lunch and break debris generated by the Contractor must be disposed of immediately in appropriate containers (i.e. glass, aluminum, cardboard, etc.).

7. No radios, iPods, music devices with earbuds, etc. allowed. NO EXCEPTIONS.

8. Contractor shall report Project status to the Stadium Manager weekly and provide an update on the progress of the work. Contractor shall contact Stadium Manager immediately should any incidents occur or if any conflicts with these jobsite rules should arise.

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This include office personnel and visitors.

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

11. Contractor, to include all employees and visitors, must register each day for stadium access through the Stadium Manager provided visitor management and access control system. Contractor employees are subject to health screening prior to approval of site access. Contractor employees shall adhere to all Stadium Manager site access requirements.

12. Contractors and all employees must stay in their area as required and defined in the Project scope of work. Any Contractor employee found outside of the authorized Project area will be removed from the property and may not return to the site.

13. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
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• Contractor’s Company Name
• Contractor’s Equipment Contact
• Contact Phone Number
• Duration On-Site (i.e. 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
• Material Handling Equipment (such as Forklifts and Pallet Jacks) • Golf Carts
• Flatbeds
• Manlifts
• Vehicles
• Job Boxes
• Trailers
• Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

Social Media Policy
This policy governs contractors use of social media, including any online tools used to share content and profiles, such as personal web pages, message boards, networks, communities, and social networking websites including, but not limited to, Facebook, Twitter, Instagram, LinkedIn, Snapchat, Tumblr, Reddit, and web blogs. The lack of explicit reference to a specific site or type of social media does not limit the application of this policy.

The Contractor (and all employees) are prohibited from the following:

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co-workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of the Stadium Manager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third party rights.

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee concern involving wages, hours, or other terms and conditions of employment.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.
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Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.
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Date: April 2, 2026

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

From: Procurement Department
Forty Niners Stadium Management Company LLC

Subject: Recommendation for Award RFP-FY25-0086 for Levi’s Stadium Mechanical and Plumbing Maintenance and Repair Services

Recommendation:

1. Approve and authorize the Stadium Manager to enter into agreements with ACCO Engineered Systems, Inc., Mesa Energy Systems, Inc., and Silicon Valley Mechanical, Inc., (collectively, the “Agreements”) to provide on-call as-needed mechanical and plumbing maintenance and repair services at Levi’s Stadium for an initial term of three (3) years commencing April 1, 2026, and expiring March 31, 2029, with two (2) optional one-year extensions through March 31, 2031. The total aggregate amount payable under all agreements shall not exceed $250,000 per contract year, $750,000 over the initial three-year period, and $1,250,000 over the maximum five (5) year term unless modified pursuant to Recommendation 3 below. The term for each fiscal year is contingent on the Santa Clara Stadium Authority (SCSA) approving the applicable fiscal year's budget, including amounts due under the Agreements.

2. Approve a contingency in the amount of one hundred twenty-five thousand dollars ($125,000), which is equal to ten percent (10%) of the aggregate total not-to-exceed value of the baseline amount payable under all Agreements over the maximum five (5) year term of the Agreements (i.e., $250,000 per year x 5 years). The contingency may be used to increase the not-to-exceed amount of any Agreement during any contract year, as needed to cover unforeseen services, subject to budget appropriations.

3. Authorize the Stadium Authority Executive Director to approve future amendments as needed to: (a) exercise the option to extend the Agreements by two (2) one-year extension periods through March 31, 2031, and to establish the not-to-exceed amount for each extension period of $250,000 to cover services during each extension; (b) increase the rates in contract years two through five (April 1, 2027 - March 31, 2031) by up to five percent (5%) over the previous year’s rates in accordance with the terms and conditions associated with rate increases in Exhibit G of the Agreements; (c) increase the not-to-exceed amount payable under each Agreement by up to five percent (5%) over the previous year's amount to account for rate increases, subject to budget appropriations; and (c) increase the not-to-exceed amount of any Agreement during any contract year using contingency funds as needed to cover unforeseen services, subject to budget appropriations. The aggregate total not-to-exceed value of amounts payable

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY

under all Agreements over the five (5) year term, inclusive of all contract years and contingency, shall not exceed $1,506,408 – see Table 1 below for details.

4. Authorize the Stadium Manager to issue and execute task orders to the three contracting firms, up to the aggregate not-to-exceed amount for each contract year, subject to budget appropriations.

Reasons for Recommendation
Forty Niners Stadium Management Company LLC (Stadium Manager) is responsible for continuous year-round management, operations, and maintenance of the 1.85 million square foot Stadium. Given the facility’s size, the Stadium Manager determined it is necessary to establish a bench of qualified, experienced contractors to provide mechanical and plumbing maintenance and repair services on an on call, “as needed,” basis to ensure required management services are met.

There are several reasons to enter into contracts with three on-call mechanical and plumbing providers. First, having multiple providers under contract allows the Stadium Manager to seek competitive quotes from each provider when needed, thereby ensuring we receive the most competitive pricing for each service. Second, having multiple on-call electrical providers under contract enables us to select the provider whose expertise and strengths align with the specific repairs or specialty required for our complex facility. Third, our experience has shown that having more than two on-call providers is the best practice, allowing us to quickly address all repairs, including unexpected emergencies, thereby minimizing facility downtime. Having three on-call providers reduces the likelihood of scheduling delays or delays in urgent repairs due to provider scheduling.

The services performed include working on all aspects of the HVAC systems including resolving problems with air handling, cooling towers, refrigeration, supply and return fans, and exhaust fans. They have provided maintenance and repairs for various boiler systems. In addition, they have performed work on various plumbing systems ranging from repairing pipes to addressing sewer and storm drainage system issues

Stadium Manager has regularly used on-call mechanical and plumbing vendors for mechanical and plumbing repairs, and we anticipate a continued need, as Levi’s Stadium is a complex, aging facility. Stadium Manager previously contracted with two on-call mechanical and plumbing vendors under a three-year agreement beginning September 7, 2021, and ending September 6, 2024, with an option to extend the term for two additional one-year periods. Total expenses for the first three-year term, in the aggregate, were $767,080.78, and total expenses in the aggregate for the five-year term through March 2026 are $998,074.78.

RFP Process:

On August 11, 2025, Stadium Manager issued Request for Proposals (RFP) to select a qualified firm for mechanical and plumbing maintenance and repair services at Levi’s Stadium. Stadium Manager published the RFP on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting firms from our established supplier list, Stadium Manager also invited suppliers registered on the portal with specific commodity 4900 Marie P. DeBartolo Way I Santa Clara, CA 95054

codes that offer these services. On September 4, 2025, Stadium Manager conducted a non- mandatory Pre-Proposal Conference and site visit at the Stadium. Stadium Manager conducted a comprehensive site visit and provided clarifications to questions from proposers. On September 16, 2025, Addendum #1 to the RFP was issued providing answers to questions from proposers.

The RFP closed on September 25, 2025 at 3:00 p.m. (PT).

Five proposals were received from the following firms on or before the RFP due date and time.

1. ACCO Engineered Systems, Inc. (ACCO)

2. DLI Mechanical (DLI)

3. Mesa Energy Systems, Inc. (DBA EMCOR Services Mesa Energy) (Mesa)

4. RMI Mechanical Contractors (RMI)

5. Silicon Valley Mechanical, Inc. (SVM)

Evaluation Process:

An evaluation committee (EC) consisting of subject matter experts from Stadium Manager was formed. An Evaluators’ Guide outlining the roles and responsibilities of the EC was provided to each EC member to review and execute the following forms to ensure that there was no conflict of interest in evaluating the proposals:
• Proposal Evaluator Guidelines
• Confidentiality Agreement
• Conflict of Interest Disclosure Form

The EC evaluated the proposals utilizing the evaluation criteria as outlined in the RFP. DLI and RMI were deemed non-responsive and therefore eliminated from the review process. Three other firms met the basic requirements of the RFP submissions.

Consensus scores were utilized to compute an “average score,” summarized below:

Evaluation Criteria ACCO Mesa SVM
Proposal Responsiveness Pass Pass Pass
Qualifications: Technical Capability, License, and Other Qualifications (35 Points) 32.67 33.00 33.33
Project Team Qualifications and Experience (35 Points) 32.33 33.67 33.00 Cost (30 Points) 15.48 13.73 30.00
Total 80.48 80.40 96.33

ACCO Engineered Systems, Inc., Mesa Energy Systems, Inc., and Silicon Valley Mechanical, Inc. (each, a “vendor,” and collectively, the “Vendors”) were all determined to be within the competitive range, and each satisfied the requirements set forth in the RFP.

Stadium Manager negotiated various rates and costs, as applicable, with each Vendor based on their specific cost proposals. This process included securing competitive billable labor rates, as well as percentage markups for materials, equipment rentals, and subcontractors, and Vendor start-up costs. All business, legal, and cost discussions were completed, in accordance with Section 15 of the RFP.
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054

Notice of Intended Award:

A notice of intended award (NOIA) was issued on March 12, 2026, announcing Stadium Manager’s recommended Vendors. The RFP process includes a ten-day protest period, which commenced with the issuance of the NOIA. No protests were received.

Submission of Post-Award Submittals:

Once Stadium Manager receives approval from the SCSA Board, the agreement will be executed by both parties, and a copy will be forwarded to the SCSA. Supporting documentation has been provided for review and approval.

The Vendors require the commencement date of the contract in order to obtain the payment bond. Once Stadium Manager receives approval from the Stadium Authority Board, a firm contract commencement date will be finalized, at which time, each vendor will provide the requisite payment bond.

Fiscal Impact:

The cost for the on-call mechanical and plumbing maintenance and repair services is covered in the proposed FY26/27 SCSA Budget, Engineering Department budget, as a shared expense. As a shared expense, the Stadium Authority is responsible for fifty percent (50%) of the cost of the service.

Although the Agreements will be executed with three vendors, the annual not-to-exceed compensation of $250,000 will be calculated on an aggregate basis (not per vendor) each year.

Language in the Agreements allows contractors to negotiate rate increases for contract years two through five (April 1, 2027-March 31, 2031). Many of the labor positions covered by these agreements are unionized and subject to collective bargaining agreements that include built-in wage and fringe benefit escalation provisions set by the Department of Industrial Relations.

To address this, and to ensure consistent service levels across all contract years, a delegation of authority is requested, authorizing the Executive Director to approve contract amendments to adjust the rates and to increase the not-to-exceed amounts of the Agreements for contract years two through five by up to five percent (5%) over the prior year’s amounts. Any increase remains subject to available Stadium Authority budget appropriations.

Additionally, a contingency of up to $125,000, equal to ten percent (10%) of the aggregate total not-to-exceed value of the baseline amounts payable under all Agreements over the maximum five (5) year term of the Agreements (i.e., $250,000 per year x 5 years) is requested and may be used as necessary in any contract year to promptly address costs, ensuring business continuity and completion of needed mechanical and plumbing maintenance and repair services at Levi’s Stadium without disruption. Use of contingency funds is subject to Executive Director approval and appropriation of funds.

4900 Marie P. DeBartolo Way I Santa Clara, CA 95054

These Agreements do not guarantee any minimum amount of work for any Vendor. All services will be performed as needed through task orders issued by the Stadium Manager and within the approved budget.

The chart below summarizes the projected costs over the five-year term of the Agreements, assuming a five percent (5%) rate increase for contract years 2 through 5.

Table 1 Cost Summary
Description “Combined” NTE
Year 1 (4/1/26-3/31/27) $250,000
Year 2 (4/1/27-3/31/28) + 5% increase $262,500
Year 3 (4/1/28-3/31/29) + 5% increase $275,625
Year 4 (4/1/29-3/31/30) + 5% increase $289,406
Year 5 (4/1/30-3/31/31) + 5% increase $303,877
Contingency $125,000
Total Not-to-Exceed Maximum Compensation $1,506,408

4900 Marie P. DeBartolo Way I Santa Clara, CA 95054
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-705 Agenda Date: 6/23/2026

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Blair, Church & Flynn Consulting Engineers for Design Professional Services for the Citywide Electric Vehicle Charging Stations Installation Project and Related Budget Amendments (DEFERRED FROM JUNE 9, 2026)

BACKGROUND
Over the last several years, Silicon Valley Power (SVP) has led efforts to install Electric Vehicle Charging Stations (EVCS) at various City-owned public and fleet sites including the Central Park Library, City Hall, Mission Branch Library, Northside Branch Library, Senior Center, Park Services Center, Triton Museum, Community Recreation Center, Convention Center, Tasman Garage, Police Station, Street Corporation Yard, and at multiple parks.

To support the future installation of additional EVCS at City-owned public and fleet sites, the City applied for and was awarded funding under SVP’s Municipal Government and Nonprofit EV Charging Station Grant Program. This program supports the electrification of municipal and nonprofit fleets in Santa Clara, advances sustainability and climate action goals through expanded public and workplace Electric Vehicle charging infrastructure and helps reduce citywide emissions.

The Citywide Electric Vehicle Charging Stations Installation Project (Project) proposes to install EVCS at various City-owned public and fleet sites, including at Fire Stations 2, 6, and 8, Mission City Memorial Park, the Don Von Raesfeld Power Plant, the Street Corporation Yard, the Santa Clara Police Department, Central Park Library, the Senior Center, City Hall, and at the Community Recreation Center. The specific improvements, including the Project locations, numbers of chargers, and types of chargers, are subject to refinement and change during the course of the Project based upon further engineering design, available construction budget, and coordination with internal City departments based on needs. The design and construction phase of this Project is being led by the Public Works Department.

In order to prepare the Project for design and public works bidding, the City needs to retain a consultant to provide comprehensive engineering design services.

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

In December 2025, a competitive Request for Proposals (RFP) was published on the City’s e- City of Santa Clara Printed on 6/19/2026Page 1 of 4
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26-705 Agenda Date: 6/23/2026
procurement platform, which was viewed by over 100 members, including consultants, plan rooms, and builder exchanges, among others. Additional firms were able to view the RFP as members of various plan rooms and builder exchanges. Staff also provided direct notifications to consultants who had viewed similar projects in the past.

The City received nine proposals from: Blair, Church & Flynn Consulting Engineers; Glumac, Inc.; Kimley-Horn; NV5 Clean Energy; AECOM; One Asplundh; Watry Design, Inc.; IPS; and Electrical Advantage Engineering. A proposal review panel consisting of staff from the Department of Public Works Design, Field Services, and Fleet divisions evaluated each proposal based on the criteria outlined in the Request for Proposals (RFP), including responsiveness to the RFP, qualifications of the firm, project approach, ability to meet the proposed schedule, and relevant project experience.

Based on the panel’s evaluation, staff recommends awarding the agreement to Blair, Church & Flynn Consulting Engineers (BCF). BCF demonstrated a strong understanding of the Project requirements and presented a comprehensive and effective approach to addressing the services identified in the RFP. BCF also brings extensive engineering experience within California and a proven track record of successfully delivering similar projects.

The proposed Agreement (Attachment 1) includes a negotiated scope of services and fees based upon the understanding of the services required for the Project. The scope of services generally includes preliminary engineering, preparation of construction documents, bidding support, construction support, and project closeout. Staff recommends entering into an agreement with BCF to provide design professional services for the Project. The agreement includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 as the action being considered does not commit the City to undertake the project and future discretionary approvals are required by the City to approve the project for construction.

Environmental review in accordance with CEQA will occur as part of the design and approval process.

FISCAL IMPACT
The proposed Agreement is for a total not-to-exceed amount of $1,374,595, consisting of $1,195,300 for basic services and $179,295 for additional services.

Funding for the Agreement is available through the award from SVP’s Municipal Government and Nonprofit EV Charging Station Grant Program. SVP notified the City of approval of approximately $11,000,000 for the Project under the grant program.

Staff recommends establishing a new project titled “Citywide Electric Vehicle Charging Stations Installation Project” in the Public Buildings Capital Fund and transferring $1,484,595 from the Greenhouse Gas Program in the Electric Operating Grant Trust Fund to the new project. This amount will fund the Project’s design phase and includes the total not-to-exceed amount of $1,374,595 for the Agreement plus $110,000 for project delivery costs, including engineering, permit fees, and other design phase costs.

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26-705 Agenda Date: 6/23/2026
Additional funding necessary for the construction phase of the Project, including the additional appropriation of remaining awarded grant funds, will be brought forward for Council’s consideration at a future date.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Operating Grant Trust Fund
(Fund 191)
Transfers To
Public Buildings Capital Fund $0 $1,484,595 $1,484,595
Ending Fund Balance
Greenhouse Gas Program $12,068,064 ($1,484,595) $10,583,469 Public Buildings Capital Fund (Fund
538)
Transfers From
Electric Operating Grant Trust Fund $0 $1,484,595 $1,484,595 Expenditures Citywide Electric Vehicle
Charging Stations Installation (New
Project)
$0 $1,484,595 $1,484,595

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute an agreement with Blair, Church & Flynn Consulting Engineers for design professional services for the Citywide Electric Vehicle Charging Stations Installation Project with maximum compensation not-to-exceed $1,374,595 and a term through December 31, 2031, in a final form approved by the City Attorney;

2. Authorize the City Manager to negotiate and execute amendments to the agreement to make modifications as needed, including time extensions, subject to the compensation limit and appropriation of funds, in final forms approved by the City Attorney; and

3. Approve the following Fiscal Year 2025/26 budget amendments:

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a. In the Electric Operating Grant Trust Fund, decrease the Greenhouse Gas Program Ending Fund Balance and establish a transfer to the Public Buildings Capital Fund in the amount of $1,484,595 (five affirmative Council votes required for the use of unused balances); and b. In the Public Buildings Capital Fund, establish the new Citywide Electric Vehicle Charging Stations Installation Project and recognize a transfer from the Electric Operating Grant Trust Fund and in the amount of $1,484,595 (five affirmative Council votes required to appropriate additional revenue).

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

ATTACHMENTS

1. Agreement
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Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 1 Rev. 09-28-18
EBIX Insurance No. S200005883

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Blair, Church & Flynn Consulting Engineers, a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” Throughout this Agreement “Contractor” and “Consultant” are used interchangeably and refer to Consultant.

RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 2 Rev. 09-28-18
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Exhibit E – Milestone Schedule
Exhibit F - Project Management Document Software
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin upon the date this Agreement is signed by both parties and terminate on December 31, 2031. Services may not commence until City issues a written notice to proceed.

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

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Consultant shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

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

Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 3 Rev. 09-28-18

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

All documents furnished under Exhibit A shall be of a quality acceptable to City.

The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar Projects.

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s
complete performance of Services, City shall
pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is one million three hundred seventy-four thousand five hundred ninety-five dollars ($1,374,595) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 4 Rev. 09-28-18

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

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

9. NO THIRD PARTY BENEFICIARY
This Agreement 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 CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

Consultant has full rights to manage its workers, contractors and or employees in their performance of Services.

Consultant shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Consultant any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.

Consultant must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Consultant to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.

Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 5 Rev. 09-28-18
Consultant will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

10. Consultant shall require that its workers and or personnel immediately report to their respective Consultant supervisor any perceived occurrence under Section 10.

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

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

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

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 6 Rev. 09-28-18
agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or non-performance, of Services under this Agreement.

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

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: Department of Public Works – Design Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]

And to Consultant addressed as follows:

Blair, Church & Flynn Consulting Engineers
Attention: David Mowry
451 Clovis Avenue, Suite 200
Clovis, CA 93612
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 7 Rev. 09-28-18
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
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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

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

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

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 8 Rev. 09-28-18
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.

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

26. STATEMENT OF ECONOMIC INTERESTS
Due to the nature of the Services to be performed, and if they are designated positions required to file by the City of Santa Clara Conflict of Interest Code, designated employees of Consultant shall promptly file a Statement of Economic Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 9 Rev. 09-28-18
Interests (Form 700) upon commencement of the Agreement in accordance with California Government Code section 87200, et seq.

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
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
a California corporation

Dated:

By (Signature):

Name: David Mowry
Title: President & CEO
Principal Place of
Business Address:
451 Clovis Avenue, Suite 200
Clovis, CA 93612
Email Address: [email protected]
Telephone: (559) 326-1400
Fax: (559) 326-1500
“CONSULTANT”

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

EXHIBIT A

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

I. GENERAL

Objective
The City’s Objective is for Consultant to provide all design professional services necessary to design and implement electric vehicle chargers (EVCS) for both public and city-owned fleet vehicles in an effort to meet the City’s goal to reduce greenhouse gas emission and California’s Advanced Clean Fleets regulation as contemplated in the City’s Request for Proposals (RFP), the Consultant’s response to the RFP (Proposal), and as described herein this Agreement.

This Scope of Services is anticipated as necessary to meet City’s objectives.

Consultant and City agree that this Scope of Services incorporates Consultant’s professional qualifications and experience and will meet the City’s objectives.

Background and Project
On December 5, 2025, the City was programmed to receive grant funding from Silicon Vally Power under the Municipal Government and Nonprofit EV Charging Station Grant to install various EVCS citywide, which include the following locations:

No. Location Address EVSE
Type
Public/
Fleet
Charging
Stations
Level 2
Total
ports
(fleet)
Level 3
Total
Ports
(fleet)
Level 2
Total
ports
(public)
Level 3
Total
Ports
(public)
1 Fire Station
2/Training
Center
1900 Walsh
Ave Level 2 Fleet 3 dual port 6 0 0 0
2 Fire Station 6 888 Agnew
Rd Level 2 Fleet 2 dual port 4 0 0 0
3 Fire Station 8 2400 Agnew
Rd Level 2 Fleet 2 dual port 4 0 0 0
4 Mission
Cemetery
420 N
Winchester
Blvd
Level 2 Fleet 1 dual port 2 0 0 0
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 2
5 Utility Yard –
DC Fast
Chargers
1715 Martin
Ave DCFC Fleet 2 dual
DCFC 0 4 0 0
5 Utility Yard 1715 Martin
Ave Level 2 Fleet 20 dual 40 0 0 0
6 Santa Clara
Police
Department
601 El
Camino Real Level 2 Fleet 10 dual 20 0 0 0
7 Central Park
Library (option
2 - from SVP
pole)
2635
Homestead
Rd
Level 2
and
Level 3
Public Combinati
on 0 0 8 1
8 Senior Center
(back lot)
1303
Fremont St Level 2 Public 1-dual 1 0 0 0
9 City Hall
1500
Warburton
Ave
Level 2
and
Level 3
Public
and
Fleet
15 dual 6 4 8 4
10 CRC 969 Kiely
Blvd Level 2
Public
and
Fleet
1-dual 1 0 0 0
11 DVR Power
Plant
850 Duane
Ave Level 2 Fleet 3-dual 6 0 0 0

This Agreement provides design professional services for a project entitled Citywide Electric Vehicle Charging Installation Project (Project) to install EVCS consistent with the above-referenced table.

Baseline Solution
The professional services necessary for the design and installation of the above table of EVCS locations is considered the Baseline Solution for the purposes of the Agreement. The City reserves the right to change or modify the locations, the Electric Vehicle Supply Equipment (EVSE) type(s), the number of ports, or other changes or modification based on City’s needs . C onsultant shall incorporate any changes or modifications as directed by City as needed to meet City’s needs.

Should there be deviations from the Baseline Solution that results in services or fees being materially or significantly different than represented for the Baseline Solution, the Scope of Services and Schedule of Fees shall be addressed by City and Consultant in an amendment to this Agreement prior to Consultant proceeding with any services deviating from the Baseline Solution.

This Scope of Services and Schedule of Fees represents all design professional services to be provided by Consultant as necessary to implement the Baseline Solution.

Description of Services
Consultant is expected to provide complete, professional, high- quality Services and products; to consult City personnel, and others who are involved with the Project; and to provide the expertise, guidance, advice, and assistance in accomplishing the objective.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 3
Below is a general description of the of services to be provided by Consultant deemed necessary to meet the Project Objective under the Agreement ; however, it is the responsibility of Consultant to independently assess the Project and provide any such services as deemed necessary to meet the Objective for the Project.

Consultant shall:

1) P erform all design professional engineering services in accordance with the Department of Transportation Standard and Details, City Standard Plans and Specifications, City Parks and Recreation Standard Specifications and Details, American Disability Act (ADA) Design Guidelines, CalOHSA, latest building and fire codes, Municipal Regional Permit, General Construction Permit, County of Santa Clara permit and other applicable codes and standards, and other applicable codes and standards recommended by the Consultant. The City shall have the right to review all drawings, specifications, and other documents and electronic records relating to such services.

2) Perform detailed site assessment and investigation.

3) Review all existing as-builts and available data.

4) Perform all necessary geotechnical engineering assessments.

5) Perform all necessary soil sampling to characterize necessary offhaul of materials.

6) Identify potential traffic issues affecting local residents and include construction contract language to minimize disruption and impacts.

7) Assist the City in coordinating with outside agencies for any potential utility conflicts presence.

8) Coordinate with outside entities using City’s Notice to Intent to Construct forms, or similar process at Consultant’s discretion, to obtain existing utility maps for the area . Consultant shall be responsible for ascertaining which utilities have presence at the site(s) in order to obtain the maps.

9) Identify any potential CEQA and environmental impacts based on the proposed improvements.

10) Complete field investigations of all infrastructure that will be affected by Project. Based on the field investigations, prepare plans showing any existing infrastructure including utilities that have potential conflicts with the Project.

11) Prepare plans showing all existing manholes, catch basins, utility covers, cabinets, pull boxes, poles, structures, or other surface features.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 4
12) Prepare plans showing all existing utility wires, conduits, and pipes.

13) Prepare plans showing all landscaping, trees, and irrigation pipes and valve covers.

14) Recommend potholes if necessary to positively locate potential utility conflicts.

15) Incorporate lessons learned from previous similar projects.

16) Provide assistance in obtaining all required permits, as necessary;

17) Evaluate and survey existing site and constraints, including access.

18) Conduct a detailed review of existing utilities and coordinate with the City and other utility providers to confirm capacities, connection points, and any relocation or upgrade requirements. Utilities for review include, but are not limited to the following:

a. Electrical
b. Sanitary Sewer
c. Fiber
d. Storm drain
e. Water
f. Recycled water.

19) Provide full engineering design services including, but not limited to, surveying, geotechnical, structural, civil, mechanical, electrical, low voltage, plumbing, fire protection, and stormwater as applicable.

20) Support the City through all required permitting processes, including coordination with the City’s building official or Building Department , Fire Department, regulatory agencies, utility companies, environmental authorities, and other applicable jurisdictions.

21) Design to meet City’s solid waste requirements.

22) S ubmit a plan of work for the City’s review and approval prior to proceeding with any field work that involves subsurface excavation and/or coring.

23) Provide Americans with Disabilities Act (ADA) compliance design for related improvements.

24) Assess existing building structural elements to determine potential upgrades to install EVCS.

25) Provide all necessary calculations required by building codes, including calculations required for the project.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 5

26) I dentify lead times for specialty equipment and materials in order to facilitate the project schedule. Determine needs and help facilitate orders as soon as possible. Consultant shall be required to contact applicable manufacturers and contractors to obtain accurate lead time for specialty equipment and materials.

Consultant Structure
Consultant shall provide the Services described herein through a Project team, comprised of Consultant and sub-Consultants identified as follows:

1. Consultant: Blair, Church & Flynn Consulting Engineers

2. Sub-Consultants to Blair, Church & Flynn Consulting Engineers:
a. Ground Penetrating Radar Systems, LLC
b. Digging Done Right LLC dba Hydro Pros

Any changes to the consultant structure through the course of services is subject to approval in writing by City. All services described in this Scope of Services shall be self-provided by Blair, Church & Flynn Consulting Engineers unless specifically described otherwise, or otherwise approved in writing by City.

II. RESPONSIBILITIES OF CITY

City will provide the following information and support for the Project as-available and applicable:

A. Record drawings (as-available).

B. City’s Standard Details, Specifications, Benchmark, and Design Criteria.

C. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).

D. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles (as-available).

E. Payment of permit application fees with other internal departments , if required.

F. Filing exemption under the California Environmental Quality Act, if applicable.

Consultant shall review the information provided by City to verify completeness and identify any missing information that is necessary for design.

III. BASIC SCOPE OF SERVICES

The Basic Scope of Services includes professional Services required to design and prepare bid documents (plans, specifications, and engineer’s estimate or PS&E) for public works bidding of the Project . The following Tasks shall be completed by Consultant.

PROJECT MANAGEMENT
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 6

Consultant shall:

1) Manage its team and overall Project activities consistent with the direction from City in order to meet Project schedule and budget. Manage sub- consultants, maintain schedule and budget, anticipate and mitigate potential design issues and delays and coordinate and update City on the overall progress of Project.

2) S ubmit plan of work to City for review and approval prior to proceeding for any field work that involves subsurface excavation and/or coring.

3) Organize and attend Project meetings with City to discuss Project progress, decisions, and direction and to coordinate activities. Meetings shall be held at key Project milestones and shall include, but are not limited to:

a. Kick-off and Field Visit Meeting
b. Preliminary/Evaluation Meeting
c. 65% Design Review Meeting
d. 95% Design Review Meeting
e. 100% Design Review Meeting
f. Applicable construction related meetings
g. Any other meetings identified in this Agreement

4) Coordinate with City, design team members, consultants, utility companies, other government agencies, and other affected parties as required throughout the duration of Project as well as the Quality Assurance/Quality Control (QA/QC) activities for Project deliverables.

5) Prepare, monitor, and update progress schedule in MS Project format beginning at the kickoff meeting and ending at construction contract award. Schedule shall show significant milestones for Project. Consultant shall notify City if there are delays or potential delays in any phase of Project. In such cases, Consultant shall make up the schedule in subsequent phases of Project or provide information to City substantiating a request for time extension (which may not be approved). The schedule shall be always maintained and shall be updated each time progress and milestones are achieved and/or changed.

6) Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requiring a meeting and not as a project management. Preparation for meetings shall be considered as included in the Task or activity for which the meeting is involved. A kick- off meeting shall be conducted with designated City staff prior to beginning work to review anticipated Tasks and schedule, review available information and needs, and address any outstanding questions regarding Project moving forward raised by City or Consultant. During the course of Services while there is active work on the Project, Consultant shall schedule and attend brief bi-weekly (every other week) conference calls with City. The purpose of the bi - weekly conference calls will be to keep City appraised on the Project's progress Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 7
and address any issues that may arise during the course of Services.

7) Provide monthly progress reports.

8) Stakeholder Coordination: Consultant shall coordinate with Project stakeholders as needed to inform each stakeholder of Project work and incorporate any necessary accommodations into the final submittal documents.

9) Provide Review/Plan Check Log (Response Matrix) summarizing comments received from various City Departments/Divisions and agencies. Response Matrix shall include, but not be limited to, commenting department/division or agency, comments, response to comments, action items, and person responsible for follow-up. Consultant shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved to have final discussion and resolution. Submit Response Matr ix in electronic format with each route of plan check submittal.

10) Conduct QC reviews in accordance with its QA Program guidelines. Consultant shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA -QC review and not as Project Management.

11) Invoicing and Contract Administration: Consultant administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed.

Additionally, addressing administrative issues regarding the professional Services agreement, such as preparing additional Services requests or budget modifications, shall also be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed.

12) City Project Management Software: City at the time of this Agreement employs the use of internet -based e-builder project management software. Consultant shall cooperate with City and use the software as directed by City, including submitting invoices via the software.

13) Payment for all responsibilities related to Project Management shall be included in the various tasks identified in Exhibit B, Schedule of Fees.

Deliverables:

1. Progress schedules in MS Project format (submitted electronically as an 11” x 17” pdf file and in native MS Project format).

2. QA Program guidelines and QC reports for each Task (in pdf file).

3. Meeting agendas, preparation materials, and meeting minutes for each Project meeting (in pdf file).

4. Monthly progress reports and invoices (in pdf file).

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 8

TASK 1: PRELIMINARY ENGINEERING AND EVALUATION

1.1 Attend Project Kick-Off Meeting.

1.2 Perform all necessary assessments and investigations to determine the existing conditions and propose recommendations to City for the improvements. Contact all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances. Review all necessary as -builts to understand existing conditions in order to prevent utility conflicts and changes during construction.

1.3 Consultant shall perform a field review of Project location(s) and prepare field notes that generally describe conditions that may affect the work, such as existing conditions, visible surface utility information, traffic conditions, physical obstructions, and construction access.

1.4 Review existing geotechnical and geologic information, including previous studies and as-built drawings as available, for any potential issues associated with excavation. Notify City if there could be any expected complications with the excavations based on review of the existing information.

1.5 Contact all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances.

1.6 Collect as -built record drawings/maps for storm drain pipelines, utilities and roads within the site and vicinity of Project sites. Review all necessary as-builts to understand existing conditions, verify completeness and identify any missing information that is necessary for design in order to prevent utility conflicts and changes during construction. For information that is required for non -City maintained facilities, contact the appropriate owner to obtain information, as needed.

1.7 Meet with City staff to obtain additional information and input as needed. Provide all necessary design services, including but not limited to landscape, civil, and structural.

1.8 Any damage that occurs to existing sidewalk, landscape, utility pipes, conduits, etc., during the construction shall be repaired.

1.9 Perform needed topographic survey for existing sites, plans layout, and final approved improvements (from the evaluation/recommendation) for use as base layout for the design plans.

1.10 Perform all necessary environmental assessment and predemolition surveys, as applicable for the Project.

1.11 Perform all necessary accessibility assessment and surveys to meet latest Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 9
building codes and accessibility regulations.

1.12 Perform all necessary utility modeling and calculations for applicable upsize and upgrades to meet Project Objectives.

1.13 Consultant shall prepare a Notice of Intent to Construct (NOI) on City’s standard NOI form , or similar process at Consultant’s discretion, and submit it utility operators in order to gather records for existing utilities at Project locations.

Location map exhibits will be required to be submitted as part of the NOI.

Consultant shall provide City a draft of the NOI prior to sending it to the utility, maintain log of all NOI sent and received, and provide City all information received from the NOI. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within Project limits that may be impacted by the work.

1.14 All data collected from the field shall be provided to the City for records. Prior to performing data collection, Consultant shall provide a work plan to City for review and approval. No work shall be performed unless authorized by City.

1.15 Based upon the review of the existing conditions evaluate alternative methods to upgrade existing system and propose recommendations to City for the most appropriate upgrade method. Consider factors such as cost, constructability, capacity after upgrades, diversions and bypassing, redundancies, service life, and future operations and maintenance considerations for the upgraded facilities.

1.16 Based upon the recommended method evaluate and propose recommendations for programing the upgrades into construction bid packages in order to perform the upgrades as cost effectively and efficiently as possible. Formalize the findings under this Task for City’s review and approval.

1.17 Provide preliminary Project estimate that includes an itemized list of bid items for construction. Project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. Consultant shall provide the assumptions and supporting documents used to prepare the estimate. Project estimate shall consider the following factors:

1.17.1 Recent similar Projects bid in the Bay Area, especially in the South Bay.

1.17.2 Current economic trends.

1.17.3 When Project will be bidding.

1.17.4 When construction will occur.

1.17.5 The risks that contractors need to consider for Project.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 10

1.18 Develop a project schedule. Schedule shall include all needed times to complete all tasks, including City’s review time, permitting process, and construction period.

1.19 Any work that affects the public right -of-way, which includes geotechnical boring, potholing, excavation, and other that are similar in nature requires submittal of a complete encroachment permit applications. Requirements of the encroachment permit applications are online on City’s website and typically include traffic control plan, work plan, insurance, re- establishment plan, and other necessary documents. City will pay for all related encroachment application fees; however, Consultant shall bear all cost s related to submitting the encroachment permit applications.

1.20 Environment Review – Exemption: It is anticipated that the Project to be designed and constructed will be determined as either categorically exempt under the California Environment Quality Act (CEQA) Guidelines 15302 (c), Replacement or Reconstruction.

1.21 Consultant shall review the preliminary designs for the proposed upgrades to recommend CEQA determination and regulatory permits needed, if any, and prepare a brief memorandum to document and support the recommendation.

Should any services beyond an exception (such as an Initial Study – Mitigated Negative Declaration) become required to ensure the upgrades comply with CEQA, such work shall be considered Additional Services.

1.22 In accordance with the anticipated exemption, Consultant shall prepare a Notice of Exemption for the qualifying upgrades included in Project. The Notice of Exemption will be submitted in draft for the City review and revised/finalized for submittal based on the City reviews. Consultant shall file the Notice of Exemption on behalf of City. City will pay the County/CDFW filing fees.

Task 1 Deliverables – Electronic format:

1. Notice of Intent to Construct Form(s)

2. Draft Schematic Plans – One (1) PDF

3. Preliminary Budget Estimate – One (1) PDF

4. Project schedule – One (1) PDF

5. Field notes and photographs

6. Meeting Minutes – One (1) PDF

7. Memorandum of CEQA Determination Recommendation, Draft Notice of Exemption – (1) PDF, Submittal-Ready Notice of Exemption (PDF) if required.

TASK 2: 65% CONSTRUCTION DOCUMENTS

Based on the approved schematic plans, approved project scopes, and any adjustments authorized or directed by the City, the Consultant shall develop and refine the design, and prepare construction documents.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 11

Plans shall be drawn to scale, on D -size (24” X 36”) sheets, at an engineering scale up to 1” = 40’ maximum, conforming to City’s Design Criteria. Plans are to be drawn by AutoCAD 2021 or earlier versions, using City-provided standard AutoCAD template with background layout from Consultant’s topographic survey.

2.1 Prepare 65% construction documents and supporting information for City’s review. Consultant shall follow City’s Design Criteria and plan format to prepare 65% Plans and supporting information for City’s review. Plans with details of major design components as necessary such as: Site Plan, Existing Condition, Proposed Improvement, Traffic Control Plan, Details, and other pertinent information for City to review and provide comments.

65% Plans shall include all existing utilities on -site and immediate surrounding off-site areas. Pertinent background information relating to proposed improvements such as, but not be limited to, layouts, fence, gate, pedestrian pathway, property lines, site entrance/exist driveway, adjacent streets shall be shown.

All potential utility conflicts shall be discussed with City and coordinated with each respective utility agency to clear all conflicts. Project plan shall clearly identify all existing utilities that will be and potentially be impacted during construction.

2.2 Prepare Project estimate that includes an itemized list of bid items. Project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. The Consultant shall provide the assumptions and supporting documents used to prepare the estimate. Project estimate shall consider the following factors:

2.2.1 Recent similar projects bid in the Bay Area, especially in the South Bay.

2.2.2 Current economic trends.

2.2.3 When Project will be bidding.

2.2.4 When construction will occur.

2.2.5 The risks that contractors need to consider for Project.

2.3 Develop Project schedule. Schedule shall include all needed times to complete all tasks, including City’s review times, permitting process, and construction period.

2.4 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.

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

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 12

2.6 City will circulate the submittal package to internal City departments for review and comments. Consultant shall be responsible for submitting the package to external stakeholders if required. Consultant shall prepare written responses to all written comments received. All redlined drawings shall be returned with Consultant’s response on the redlined drawings.

2.7 Consultant shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. Consultant shall conduct a 65% comments review meeting with City to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate City’s comments.

2.8 Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments.

Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.

Task 2 Deliverables – Electronic format:

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

2. 65% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

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

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

5. Miscellaneous Project information (as requested).

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

7. QA/QC records and peer review records.

TASK 3: 95% CONSTRUCTION DOCUMENTS

Based on City’s comments and direction on the 65% PS&E, Consultant shall revise the 65% PS&E to produce the 95% PS&E. Consultant shall:

3.1 Prepare 95% construction documents and supporting information for City’s review and approval.

3.1.1 Construction details of proposed improvements shall be included in the 95% Plans.

3.1.2 Provide technical specifications.

3.1.3 Provide modified sections to City standard specifications to suit Project.

Modified sections include, but not be limited to, general information, Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 13
summary of work, measurement, and payment for bid items, permitting and agency regulatory requirements, etc.

3.2 Prepare an updated engineering cost estimate.

3.3 Prepare an updated Project schedule.

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

3.5 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.

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

3.7 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.

3.8 Provide required information to City’s Project Specific Specification Book (Division 0, 1, and 2). Required information from Consultant for City’s frontend specifications shall include, but not be limited to, the following:

a. Description of work – summary only
b. Type of Contractor’s License required.
c. Construction Duration for substantial completion and final completion d. Bid schedule without engineer’s estimate in excel spreadsheet. e. Bid schedule with engineer’s estimate in excel spreadsheet. f. Requirements for Contractor’s Statement of Qualifications (e.g., experience requirements for similar work and contract values)
g. Identification of any changes to City’s Standard Specifications that are required

Task 3 Deliverables – Electronic format:

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

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

3. 95% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.

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

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

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 14

6. Quality control checklist for 95% design submittal.

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

8. Required information to City’s Project Specific Specification Book

9. QA/QC records and peer review records

TASK 4: 100% CONSTRUCTION DOCUMENTS

Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to produce the 100% PS&E. Consultant shall:

4.1 Prepare 100% construction documents and supporting documents.

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

4.1.2 Specifications shall be stamped and signed (on Document 00030 – Seals) by Consultant’s Engineer in Responsible Charge.

4.2 Prepare an updated Engineering Cost Estimate with backup and justifications for pricing.

4.3 Prepare an updated Project Schedule.

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

4.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.

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

A statement to indicate Peer Review has been performed and name, signature, and title of the Engineer who performed it shall be added to the Plans Cover Sheet.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 15
Certification of Peer Review: The following paragraph shall be put on the company letter head, dated, and signed by the Peer Review Engineer. “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made.”

4.7 Prepare and submit a Special Inspection Form for Project, if applicable.

4.8 Meet with City staff as needed to review City comments on 100% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.

4.9 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.

4.10 Provide written response matrix to City’s comments on 95% PS&E.

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

4.12 The City shall review the 100% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and Project bid and construction schedule) to ensure that all comments and issues have been rectified. After the 100% Design Submittal Package has been deemed acceptable, City staff will then submit the 100% Design Submittal Package to the Building Division and Fire Department for review and approval.

Task 4 Deliverables – Electronic format:

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

2. 100% Specifications – one (1) PDF and one (1) Microsoft Word file.

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

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

5. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.

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

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

8. Quality control checklist for 100% design submittal.

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

10. QA/QC records and peer review records

TASK 5: BID DOCUMENTS

The Bid Documents shall incorporate all comments from City including comments from Public Works, Sewer and Water, SVP, and any other stakeholders that are involved Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 16
in Project. Based on City’s comments and direction on the 100% PS&E, Consultant shall revise the 100% PS&E to produce the Bid Documents. Consultant shall:

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

5.2 Incorporate permit issuers’ comments into P&S and coordinate with permitting departments and agencies to obtain acceptance of permit application package.

Consultant make sure to address all comments from the permit issuer. Noted that the project cannot move forward with bid documents without resolving any comments from the permit issuer.

5.3 Prepare Bid Documents (P&S).

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

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

5.3.3 Final Engineer’s Estimate

5.4 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.

5.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.

Task 5 Deliverables – Electronic and hard copy format:

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

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

3. Bid Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file

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

5. Quality control checklist for bit set submittal.

6. QA/QC records and peer review records

TASK 6: BID AND AWARD PHASE ASSISTANCE

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 17
Consultant shall provide assistance to City during the bidding and award phase, answer questions from bidders, help and prepare exhibits for addenda when necessary, assist City in evaluation of bids received, and provide a written recommendation for the award of contract, when requested. All services completed within this task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

Upon request, Consultant shall:

6.1 Attend and conduct one Pre-Bid Conference/Site Visit.

6.2 Assist City with responses to bidder’s inquiries through City’s Project Manager.

6.3 Assist City with addenda to the construction documents as needed to respond to bidder’s inquiries and clarify the intent of bid documents.

6.4 Assist City in evaluating bids (if required by City).

6.5 Within fourteen (14) days from the bid opening date, prepare and submit a conformed set of contract documents (Plans and Specifications) incorporating any and all addenda (if needed).

6.6 Prepare bid summary that includes bid costs from all bidders and engineer’s estimates. Consultant shall perform detailed QA/QC and provide the bid summary to the City within 3 calendar days from bid opening date.

Task 6 Deliverables – Electronic format:

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

2. Addenda to the Bid Documents, if needed – Signed PDF.

3. Written recommendation letter to award of contract for Project, if needed – Signed PDF.

4. Conformed Set, if needed – One (1) PDF of Plans and Specifications, one (1) AutoCAD file of Plans, and one (1) Microsoft Word file of Specifications.

TASK 7: CONSTRUCTION PHASE ASSISTANCE

The City’s Field Services Division will have primary responsibility for construction management and inspection. Consultant’s responsibility to provide basic services for the construction phase under this Agreement commences with the award of construction contract and terminates on the date City approves the notice of completion of Project. All services completed within this Task shall be on an as - needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

The amounts included in the Schedule of Fees are based upon the Consultant’s experience and judgment of the services anticipated to become provided for the Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 18
Project by Consultant based on the Baseline Solution.

Upon request, Consultant shall:

7.1 Consultant will assist City in providing administration of the contract for construction. Duties, responsibilities and limitations of authority of Consultant shall not be restricted, modified, or extended without written agreement of City.

7.2 Consultant shall attend the Pre-construction meeting.

7.3 Consultant shall plan for 10 construction site visits. During these site visits, Consultant shall attend job progress meetings, pre- submittal meetings, pre- installation meetings, and other meetings as required by City. Consultant’s subconsultants shall visit the site as required when work related to their discipline is in progress.

7.4 Consultant shall make construction observation visits throughout the construction phase. Consultant shall issue an observation report after each visit.

Consultant shall plan for up to 10 visits.

7.5 Consultant shall attend bi -weekly virtual construction meetings for the entire construction duration. Consultant will be required to support City with various construction questions and concerns and provide timely response.

7.6 In addition to the construction observation visits, Consultant shall review technical submittals, shop drawings, product data, product samples, and product warranties from the contractor for conformance with the specifications and drawings. The Consultant’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review. Consultant will be allowed a maximum of seven (7) calendar days for review of submittals. Consultant’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the contract documents, Consultant shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the contract document.

7.7 Consultant shall respond to Contractor’s Request for Information (RFI) and Request for Substitution (RFS). Interpretations and decisions of Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. Consultant shall be allowed a maximum of seven (7) calendar days to respond to RFIs and RFSs that impact Project schedule or a maximum of fourteen (14) calendar days to respond to RFIs and RFSs that do not impact Project schedule.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 19

7.8 Consultant shall prepare the Scope of Work, including sketches, for Field Instructions issued to the Contractor. When requested by City, Consultant shall review Change Order (CO) pricing and provide written responses for City’s review and finalizing said Cos.

7.9 When requested by City, Consultant shall conduct reviews to assist City to determine the date or dates of Substantial Completion and the date of Final Completion. Consultant’s decisions with City approval on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract Documents.

7.10 Upon request by Contractor, in accordance with contract Specifications, for Substantial Completion and later Final Completion, Consultant shall assist City in determining if Project is ready for the stage of completion requested by the Contractor. Consultant shall provide City with a written recommendation.

7.11 Consultant shall perform a walk -through of Project site, review Contractor Punch List, and provide written response with status and action of items on the Punch List. Consultant shall attend final walk-through of Project site with City, verify Punch List completion, and provide written response with recommendation regarding Project acceptance and close-out.

7.12 Consultant shall review Contractor -supplied Operation and Maintenance manuals and Warranties to determine their completeness and compliance with Construction Contract and provide written recommendation for acceptance.

Task 7 Deliverables – Electronic and hard copy format:

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

2. S igned PDFs of COs’ recommendations.

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

4. Substantial Completion/Final Completion recommendations and Reviewed Punch List – One (1) signed PDF.

TASK 8: POST-CONSTRUCTION PHASE

All services completed within this Task shall be on an as -needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

If requested, Consultant shall:

8.1 Provide a complete set of the Record Drawings and all X -ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. Consultant may, at its own expense, prepare and retain a Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 20
copy of each drawing for its permanent file.

8.2 At the City’s discretion, the City may consider red- lined drawings prepared by Contractor or prepared by City to serve as the Record Drawings for the project and in such case, Consultant shall review the red- lined drawings for accuracy based upon Consultant’s knowledge of the construction.

Task 8 Deliverables – Electronic and hard copy format:

1. Record Drawings – One (1) PDFs and one (1) AutoCAD files.

OPTIONAL SERVICES:

Optional Services are defined as Services that have been mutually contemplated by City and Consultant as potentially becoming necessary to meet the Project Objective and within the Baseline Solution, but the performance of Services by Consultant will be determined by City during the course of Services. Optional Services are further defined as having a specific scope of Services with associated fees provided in the Schedule of Fees.

Consultant shall proceed with Optional Services only upon written authorization to proceed by City, and shall only be invoiced if agreed by City and Consultant in writing prior to performing Services.

Fees for Optional Services shall be considered as a subset of the fees for Basic Scope of Services as described in the Schedule of Fees.

At the request of the C ity, Consultant shall provide a detail work plan to the City for review and approval as part of the authorization process of each Optional Task.

Optional Task 1: Soil Identification
Consultant shall take various soil samples of the area that will be impacted by subsurface excavation. These various soil samples shall be tested and characterized for offhaul based on Class III, Class II, and Class I in accordance with the State and Federal hazardous waste regulations.

The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.

Optional Task 2: Impacted Soil Delineation
In the event that impacted soils are discovered during soil sampling, the City may choose to perform additional soil sampling to limit the extent of Class I or Class II soils for disposal. This scope is projected as results from one sampling event may indicate additional step out sampling if required.

Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 21

Optional Task 3: Soil Management Plan
In the event that impacted soils are reported onsite, Consultant shall prepare a Soil Management Plan to guide contractors on safe handling and disposal requirements.

The Plan shall include the following items at the minimum:

• P rovide protocols for removal of impacted soil at the site and procedures for managing unanticipated hazardous debris or soil if encountered during construction.
• Minimize the potential for impacted soil to be encountered during construction activities.
• Minimize or eliminate potential exposure of receptors to impacted soil through direct contact, ingestion, and inhalation during planned construction. • Minimize or eliminate the potential for uncontrolled migrations of impacted soil during construction.
• Comply with local, state, and federal regulations.

Optional Task 4: Utility Potholing
Perform utility potholing to locate underground utility lines or to confirm any conflicts with the existing utilities. Potholing is assumed to be no more than 6’-0” deep.

a) Identify the locations of potholes.
b) Confirm the locations with the City.
c) Potholing contractor shall obtain no-fee encroachment permit prior to excavation. d) The contractor shall provide traffic control plan and comply with City potholing requirements.
e) Resolve conflicts if any are found.

The Schedule of Fees included in Attachment B is a budget allowance established by Consultant. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.

Optional Task 5: Arc Flash Analysis & Labeling
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 22
Consultant shall review switch gear, panel breakers, and other electrical information, then perform an Arc Flash Analysis to determine required personal protective equipment and safe work practices.

Optional Task 6: Additional EVCS Level 2 Design (this optional task assumes 20 additional ports)
Consultant shall design additional EVCS level 2 ports for both current sites and new sites, as directed by the City.

Optional Task 7: Additional EVCS Level 3 Design (this optional task assumes 10 additional ports)
Consultant shall design additional EVCS level 3 ports for both current sites and new sites, as directed by the City.

Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, including Optional Services, as stated in Exhibit A, Scope of Services, shall not exceed the sum of $1,195,300. The amount billed to City for Additional Services shall not exceed the sum of $179,295. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $1,374,595, subject to budget appropriations.

Consultant shall bill City on a monthly basis based on the Services provided by Consultant during the invoice period and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed and deliverables completed for each task during the invoice period. The invoice shall describe the Task completed, percentage of Services and deliverables completed by Task, and total invoice amount during the invoice period. The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

All invoices shall provide a written description of Services performed during the invoice period, deliverables completed, and progress to date on Tasks being invoiced in order to support the amount invoiced.

Subconsultant(s) invoice(s) pass-through billed through Consultant to City shall be consistent with the terms contained within this Agreement. Consultant shall be responsible for ensuring conformance of each subconsultant invoice with these terms, including the fees allocated for each Task, prior to billing City.

II. BASIC SERVICES
The total payment to Consultant for all work necessary for performing all Tasks, as stated in Exhibit A, shall be in proportion to Services rendered and on a Time- and-Material not-to-exceed basis.

The Consultant fee allocated to each Task, as shown in the table that follows, shall be the Consultant’s full compensation for all the Consultant Services required for Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 2
the Project and by this Agreement, as directed by the City, and no additional compensation shall be allowed. City may reallocate fees amongst Tasks or to or from Additional Services or Optional Services at the City’s sole discretion. The Consultant shall bill for services provided under the appropriate Task and will not be allowed to charge to future or inactive Tasks unless approved in writing by City. The Consultant shall provide a summary of dates and hours charged per date by individual, and individual timesheets, if requested by City. The hours and amounts charged to each Task shall be proportionate to the Services rendered.

Tasks denoted as Optional Tasks, as stated in Exhibit A, and the table that follows, require pre-approval in writing by City prior to performing any Services under the Task.

Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the Services to be provided. Fees for Optional Tasks shall be considered as Basic Services.

The total amount of all the Tasks is a not-to-exceed amount. Figures in the table that follows table include all subconsultant fees, profit, and administrative markups. The following table is a summary of the Tasks based upon the negotiated Cost Proposal, submitted by Blair, Church & Flynn Consulting Engineers April 9, 2026 and agreed by City and Consultant, incorporated herein to this Exhibit B by reference.

Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 3
Cost Proposal Summary:

Description Amount
Services
Task 1 Preliminary Design $ 229,200
Task 2 65% Construction Documents $ 77,000
Task 3 95% Construction Documents $ 69,600
Task 4 100% Construction Documents $ 49,400
Task 5 Bid Documents $ 26,400
Task 6 Bid Support Assistance $ 46,800
Task 7 Construction Support $ 42,000
Task 8 Record Drawings and Project Close-out $ 38,400 Subtotal $ 578,800
Optional Services
Optional Task 1: Soil Identification $ 80,000
Optional Task 2: Impacted Soil
Delineation
$ 80,000
Optional Task 3: Soil Management Plan $ 80,000
Optional Task 4: Utility Potholing $ 27,000
Optional Task 5: Arc Flash Analysis &
Labeling
$ 49,500
Optional Task 6: Additional EVCS Level
2 Design (this optional task assumes 20
additional ports)
$ 180,000
Optional Task 7: Additional EVCS Level
3 Design (this optional task assumes 10
additional ports)
$ 120,000
Subtotal $ 616,500
Total $ 1,195,300
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 4
In no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed one million one hundred ninety-five thousand three hundred dollars ($1,195,300).

III. REIMBURSABLE EXPENSES
R
eimbursable Expenses shall not be billed by the Consultant or subconsultants under this Agreement. Full compensation for all expenses shall be considered as included in the Consultant’s hourly rates.

Any discrepancy between Reimbursable Expenses listed within Consultant’s, or subconsultant(s)’, rate schedules as referenced in Section V, RATE SCHEDULE of this Exhibit B and the above shall be resolved in favor of the above.

IV. ADDIT IONAL SERVICES
Additional Services consists of work not included in the Scope of Services described within this Agreement. Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated price. Billing and payment for Additional Services shall be consistent with the terms set forth in this Agreement. Billing and payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed.

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

Rates by classification for Consultant and subconsultants follow below (‘Rate Sheets’) and shall be fixed through December 31, 2026. Any classifications added, or employees changing classifications, are subject to approval in writing by City.

Any discrepancy between the terms listed herein this Exhibit B and the Rate Sheets that follow shall be resolved in favor of the terms listed herein this Exhibit B.

After December 31, 2026, rates may be adjusted as described herein. Consultant shall propose any adjusted rates in writing for City’s consideration and acceptance in writing. Adjusted rates shall be no more than the percentage of difference between the Consumer Price Index (CPI) for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-Hayward, CA, area between the effective date of this Agreement and the CPI as may be available and nearest to and in advance of the month in which the adjustment is contemplated and shall be capped at a maximum of 3% for each adjustment. Rates changed by calculation shall be rounded to the nearest whole dollar. Only one adjustment is allowed per annum.

Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 5
Consultant understands and agrees that adjustments to rates does not cause an adjustment in the Fees established for Tasks or adjustment to the maximum compensation under this agreement. Consultant shall be required to provide the full services as described in Attachment A in accordance with the Fees established in this Attachment B, regardless of adjustments to rates.

Consultant will bill subconsultants at actual cost plus a maximum allowable markup of 10%. Subconsultants will bill at actual cost for any further tiered subconsultants or subcontractors at cost plus allowable markup of 10%, or as shown on the following Rates Sheets, whichever is less. In no case shall any pass -through markups billed to City exceed 25% more than the original cost.

It is expressly understood that this Project is subject to prevailing wages, in conformance with Attachment D, Prevailing Wage Addendum.

(Rate Sheets on Following Pages)

Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 6
Primary Consultant – BLAIR, CHURCH & FLYNN CONSULTING
ENGINEERS:

General Con:sullt ing Fee Sche dule
January 01, 2.026
Classifh;:iiUon
I
Houirly
I c, ... m, .. ;., Rate
Plo'l'eHlotull 11:njl ifl eorinl SIMCl>I II 1ec0hnic11t ServloH I CML / Strlilc:tun1l I' Mec:hanlc.a\ I Elili:trlc.al I Senior IEnlii.neer / Su.,,....or Pli ncipal P.E $200 Lead Enl!.inee, I Su rvevor
I Senior PE S.tS5 I Project Eria,nee r I Su.rve:;or
l.io&d PE S165 I Stoff Eruzinee.r / Su.l"Wl:,,~or
I Pro.iect PE $140 Ai.i.istenl Engineer/ Sul'I/IByor
I Steff PE S.13.0 I Senior ll)es b!ner
I Le&d oe, 111ner
I P.ro1'esslonalILa.fld ih.1rv•yin1S1rvicn I Project De:si"nA' I Prlncipa l PLS 5200 I Slaff Desi.liner
SeniorPLS $165 As.sistenl Designe r
I Lead PLS S.165
I Proiect PLS $140 Fl•ld Services
I Steff PLS $130 Construction Menag)a!r
I Construc tion lns,pec~rn-
I Pro1'e,s!oNl ILarmHe,pe Are'l\ltec:w re S-el'\l1c;e:s Senio r IF!eld Tech I Principal RLA $175 Lead Fiolel loch
I Ser1iorRLA S150 Project Field Tech
I Lead RLA 5130 I 1-IPers.on Suwev Crew
I Prolect RI.A ,$11:5 I 2JPerlliQn Survev Crew
I Stnff RLA Stoo I 1 •Pers.on Sul'\ley Crew I Pre\rl!lllnit WaF:e) 2-IPer&On Survuv Crew fPra'lmilini Wiill,8)
I ProJect DeU...1uy Iii Advisory Se1'¥le>11'.!I I
I Prl nclpa l Con!lul tant ,S,180 I t.xpen Witness Servfoe:s Sef\lor Consu ltant S160 Deposition, Dls,pute Resolution,, n,stlmorw I Load Cons.uUant S125 I
Senior Coordinato r 5120 li>trect Costl!I
I Lead Co0srdiriator S.100 5',ibC(lrlSUlta nts
I Project Coorell111nor ~$76, I H111ierl31$
EQ11ipm11n\ Rental
Emrlro111ment ol Se1'¥ic:c11:s MilEIBi[EI
Prl nclpal !;n'lir11nmental Spec:ial.i111 $175 I Hot11l & Per Diem Ser1ior Environmenta l Sp~ialist $160
I Lflad En.,,iron.mental Specialist S.135
P1oject 6nwiron ment al Specialist $115
I
Hourly
Rate
S140
$130
s,20
S110
$100
$135
:$125
$116
S105
$9'5
$160
$140
:$135
S116
S100
$150
$240
s:no
$420
S400
Co5t :ic '1.10
Cost
Cost
IRS RetEI
Cost
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 7
Subconsultant Billing Rates:

PROJECT COSTS

SERVICE DESCRIPTION I
FIELD SERVICES Sacramento/Bay Area/Fresno
TypeofWortc 2HrMin Half Full
ConcretelUtiUty $750 $1,200 $2,400
ConcretelUtiUty Prevailing Wage $1,000 $1,300 $2,600
Concrete/UtiUtyWeekday Night $1,800 $1,800 $3,600
ConcretelUtiUty Saturday 12am-Noon $1,800 $1,800 $3,600 Core Saturday Noon-Mon Sam $2,200 $2,200 $4,400
Video Pipe Inspection • $1,450 $1,900 $2,900
Video Pipe Inspection PW* NIA $2,050 $3,200
VPI Weekday Night* NIA $2,850 $4,125
VPI Satu rday 12arn-Noon* NIA $2,850 $4,125
VPI Saturday Noon-Mon Sam• NIA $3,800 $5,800
*-Mob cost not Included tor VPI work In Fresno area
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 8

SERVICE DESCRIPTION (DBE, SBE, VOSB, MBE, SBA, EZ8) UOM CA Hydro Excarntion Truck with Opcrutor / Standard 1'imc Hourly S32S.00 I h•dro Excavatjon Truc.k with Orr.rator/ Over Time l(ourl y S37S.OO 1 lydro Excavation Truck with Opcrutor/Ooublc Time llou rly S42S.00 Addi1ionl.ll Man Standard Hourly $150 .00
Additional Man Ovet1ime Hourly $175 .00
Additional Man Double time Hourly $200.00
Combo Jcuer Truck Services w/ One.TO tor / Standa rd Hourlv SJS0.00 Combo Jcucr Truck Services w/ Oix.'nltor I Ovcrti1nc Hourly S400.00 Combo Jcncr Truck Services w/ Opcmtor I Double Time llourly S450.00 Corin~ / Saw Cutt in~ Hourly ·oroiect snANflc
Breakout & Oisnl\o::aJ Hourlv ·nrl'liect s.....,.,..fic Backfill w/ Compaction Hourly ·nmiect s.....,.,..fic
Hot Patch w/ T cc Cut Hourly ·nmiect s......,..fic
Mobili7.tttion.1Dcmobiliza1ion Hourly ·or • ,. dfic
CCTV Video Pipe Inspection Daily S4.150.00
GPR Utility Locate Daily Sl.550.00
Orien1a1ion Truinin12 Hourlv $100 .00
Pot Hole rc1,ort £:.ch "nrnMV't sl'\ANfic
Slrcct Swccncr Truck wi1h uncrn1or Hourly $220 .00
Remote Hose Per Foot $5.00
llumcr Surcharge Hourly SlS.00
Supply W:ner Load $150.00
Disr>n:4:ilion - Standard - ofTsite Each COSI + JS•·;.

DisN'kaJ - Non-Hat. - offsite Ton Cos.1 + IS'•
Materials TBD Cosi +- I SI>•
RollofTTruck 10 wheeler or Rocket Lnunehcr Hourly $175.00 Vacuum llox. Daily $50.00
10 yard bin Daily $50.00
20 yard bin Daily $50.00
40 yard bin Daily $50.00
Conminmc-n1 Benn Daily $50.00
Hnznrdous Was1e DiSN"K-'11 and Mi1i2a1ion TBD • .,.......,....t s,,..cific F'rnc Tank Daily $50,00
Vacuum Tanker Hourly $180.00
Dump Tn1ck / End Dump 1 loutly $175 .00
FIIJCU.i,ling futl RtcO\'~ • C1,1rrendr' .a fl\.lt't\l.ating ti.I wrchargt wil be .applied Subject to Department of Energy to .all inYoius at • monthly c.aai l~1ed r•t• ·•djuntd twised upon the .wen19e 12% cost of diewl M ... bldhed ... wwwAia.-. Average
Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subc onsultants involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or ISO 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 mill ion dollars ($1,000,000) each employee Bodily Injury by disease.

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18
two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

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

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

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

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

Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

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

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

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

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

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

H. EVIDENCE OF COMPLIANCE
Consultnat or its insurance broker shall provide the required proof of insurance compliance, consisting of ISO) endorsement forms or their equivalent and the ACORD form 25 -S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. U nless otherwise required by the terms of this Agreement, all Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 5 Rev. 09-28-18
certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara – Public Works Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A - VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 1 Rev. 09-28-18

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

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. If applicable to the Services, Consultant or its subconsultant(s), as applicable, shall comply with the following requirements.

A. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the Project and the amount of travel incurred by workers on the Project, certain travel and subsistence payments may also be required. Consultants and subconsultants 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.

Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 2 Rev. 09-28-18

5. As a condition to receiving progress payments, final payment and payment of retention on any and all Projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subconsultants) 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, Consultant and all subconsultants shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the Project parameters shall also result in the withholding of progress, retention and/or final payment.

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

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

9. All Consultants/subconsultants 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 Consultant”. Those you fail to register and maintain their status as a public works Consultant shall not be permitted to perform work on the Project.

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

Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 3 Rev. 09-28-18

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 Consultant’s address indicated for receipt of notices in this Agreement.

C. Enforcement

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

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

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

City or the California Department of Industrial Relations may impose penalties upon Consultants and subconsultants for failure to comply with prevailing wage requirements.

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

Design Professional Agreement with BCF-Engr/Exhibit E – Milestone Schedule Page 1 Rev. 04-12-21

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

EXHIBIT E

MILESTONE SCHEDULE

Description of work and task Duration
Task No. 1 – Preliminary Engineering and
Evaluation 10 weeks
Task No. 2 – 65% Construction Documents 6 weeks
Task No. 3 – 95% Construction Documents
Package
5 weeks
Task No. 4 – 100% Construction Documents
Package
4 weeks
Task No. 5 – Final Bid Documents 2 weeks
Task No. 6 – Bid Support Assistance 2 days response time for clarifications and questions
Task No. 7 – Construction Support 7 days response time
Task No. 8 – Post-Construction 2 weeks to prepare record drawings

Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software

Page 1 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS

FOR THE

CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT

EXHIBIT F

PROJECT MANAGEMENT DOCUMENTATION SOFTWARE

1.0 GENERAL
This section is intended to describe the use of e-Builder EnterpriseTM (e-Builder) a web- base Project management software, as the median for Project documentation and reporting. All costs associated with the use of the software is inclusive of the Project Exhibit B – Schedule of Fees.

2.0 e-BUILDER Project MANAGEMENT SOFTWARE PROGRAM
The City of Santa Clara is currently using e-Builder Project Management for all related Project management tasks. Consultant is required to comply with all requirements specified in this Exhibit F – Project MANAGEMENT DOCUMENTATON SOFTWARE.

3.0 REQUIREMENTS

A. General Requirements:

1. Consultant and SubConsultants shall provide at a minimum, the following to its staff:

a) Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher; b) Computer Operation System: Windows XP or later and OS X v10.8 or later;
c) Web Browser: Microsoft Internet Explorer 10.0 or later, Google Chrome v29.0.1 or later, Mozilla Firefox v35.0.1 or later, Safari v6.0.4 or later, Safari for iOS mobile v6.1 or later. Other browsers such as Microsoft Edge, Google Chrome for iOS, and Google Chrome for Android are available on e- Builder; however, but some features might not work as expected;
d) Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook;
Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software

Page 2 ends

e) Scheduling Software: Microsoft Project or Primavera; f) Internet Service Provider: A reliable ISP in the area of the Project; g) Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream.

2. Consultant and SubConsultant s shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis

B. Project Web Requirements:

1. This Project utilizes a web-based Project management tool, e-Builder. This web-based application is a collaboration tool, which will allow all Project team members continuous access through the Internet to important Project data as well as up to the minute decision and approval status information.

2. Consultant and SubConsultants shall conduct Project controls, outlined by the City, utilizing e-Builder. This designated web- based application will be provided by the City at no costs to the Consultant and the SubConsultants.

No additional software will be required. Furthermore, the City Project Manager will assist Consultant in providing training of SubConsultant ’s personnel.

3. Consultant and SubConsultants shall have the responsibility for visiting the Project web site on a regular basis, and as necessary to be kept fully appraised of Project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include, but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, Non- Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Change Directives, Potential Change Orders, Change Order Requests, Change Orders, etc. All supporting data including, but not limited to, shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests , Submittals, etc. and the like will be submitted in digital format via e-Builder.

C. Electronic File Requirements:

1. In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Consultant and SubConsultants Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software

Page 3 ends

shall also submit all closeout documents including all “As -Built Drawings”, catalog cuts, and Owner’s Operation and Maintenance manuals in digital format. All documents (including as -built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to e- Builder.

4.0 IMPLEMENTATION REQUIREMENTS

A. e-Builder is a comprehensive Project and Program Management system that will be implement ed for managing documents, communications , and costs between the Contractor, Sub -contractors, Consultant, Sub- Consultants, and Owner. e-Builder includes extensive reporting capabilities to facilitate detailed.

B. Project reporting in a web-based environment that is accessible to all parties and easy to use.

C. Central Document Vault: e-Builder system includes a central database that maintains all Project information and manages Project communications amongst team members.

D. Communication/Correspondence: e- Builder provides electronic routable communication forms that provide historical tracking, documentation, and increased accountability of Project members.

E. Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder by the City.

F. Reporting: All of the Project and program data including documents, communications, and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility.

Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software

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5.0 LICENSING REQUIREMENT

A. User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Consultant as well as its SubConsultants and/or Suppliers.

B. Each user license includes full access to e -Builder, including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:

1. All hosting, operation, maintenance, and data backup of the e- Builder software and documents which are maintained in state- of- the-art data centers located throughout the United States.

2. Quarterly e-Builder software enhancements.

3. Unlimited phone, email, and web-based support 24-hours.

C. e-Builder user licenses shall be obtained by the City, Owner Manager, and QA/QC Agencies for which the Design Consultant is not responsible.

Rea.I trroo, updated
schedule information
Automated ,ommunirntions
(e.g, e•ma;/ notifi cations of changes
In schedt.lle,documents, worki101,11}
Pr,ogram Management
Schedules
Cost
Workflow {transmltta'ls, s.u bmitta Is,
RF Is, change orders)
Real tiine, updated
cost/budget • nforma tlon
Auromated notificaUons
of project changes (schedule,
workf/ow, cost, milestones, other)
Ex11c;utiv115
Consultants, Areehite-cts:,
Engineers, Contractors Facilities Management
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-329 Agenda Date: 6/23/2026

REPORT TO COUNCIL

SUBJECT
Public Hearing: Adoption of a Resolution Declaring Results of Majority Protest Proceedings and Renewing the Santa Clara Tourism Improvement District (District), and Action on an Agreement with Silicon Valley/Santa Clara DMO, Inc. d/b/a Discover Santa Clara for the Administration of the District

BACKGROUND
Tourism Improvement Districts
Tourism Improvement Districts (“TIDs”) utilize the efficiencies of private sector operation in the market -based promotion of tourism. These special assessment districts allow assessed business owners to organize their efforts to increase tourism. Business owners within the TID fund the TID, and those funds are used to provide services that are desired by and benefit the assessed businesses within the TID.

In California, TIDs are primarily formed pursuant to the Property and Business Improvement District Law of 1994 (“94 Law”). This law allows for the creation of special benefit assessment districts to raise funds within a specific geographic area. The key difference between TIDs and other special benefit assessment districts is that funds raised are intended to fund services or improvements that benefit the assessed businesses pursuant to an adopted plan. The law permits a nonprofit organization, often called an “owners’ association” to provide the services and improvement required to implement the plan.

Santa Clara Tourism Improvement District (SCTID)
The City of Santa Clara (“City”) originally formed the SCTID in 2005 under the 1989 Parking and Business Area Law, covering eleven lodging businesses near the Convention Center with a $1.00 per occupied room night assessment. Beginning in FY 2019/20, lodging businesses pursued reconstitution under the 1994 Law to transition to a percentage-based assessment, through COVID- 19 prompted Council to temporarily postpone conversion and renew the district under the 1989 Law in April 2020. Following renewed Council direction in January 2021 and approval by petitions representing 76.51% of the total assessment, Council adopted a Resolution of Formation on May 25, 2021, establishing the current SCTID under the 1994 Law for a five-year term (July 1, 2021 through June 30, 2026) with an initial assessment of 1.5% of gross short-term room rental revenue and the option to increase to 2% in year two. That option was exercised and the assessment is currently at

2.0% of gross short-term room rental revenue.

The Silicon Valley/Santa Clara DMO, Inc. dba Discover Santa Clara (‘the “DMO”) currently serves as the SCTID’s Owners’ Association and implements the programs in accordance with the Council City of Santa Clara Printed on 6/19/2026Page 1 of 5
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26-329 Agenda Date: 6/23/2026
approved 2021-2026 Management District Plan (“2021-2026 Plan”). The current agreement with Discover Santa Clara is set to expire on June 30, 2026.

On May 5, 2026, the City Council adopted a resolution of the City’s intent to renew the Santa Clara Tourism Improvement District (“SCTID”) for five years starting July 1, 2026. As part of the May 5, 2026 item to adopt a resolution of the City’s intent to renew the SCTID, the proposed 5-year for the renewal term of July 2026 through June 2031 (“2026-2031 Plan”) was included with the report (Attachment 1). Following that meeting, a public meeting was held on June 9, 2026, to allow for public testimony. The public hearing scheduled for June 23, 2026 provides the public another opportunity for final comment and to submit protests before the City Council considers approval of the resolution to renew the SCTID and 2026-2031 Plan. In addition, the City Council will consider approval and authorization to execute an agreement with Discover Santa Clara for the same term for the administration of the 2026-2031 Plan.

DISCUSSION
The proposed 2026-2031 Plan includes all lodging businesses with ten (10) rooms or more, existing and in the future, available for public occupancy, located within the boundaries of a portion of the City as more particularly identified on the map in Section IV (BOUNDARY) of the 2026-2031 Plan.

Authorized representatives of lodging business within the SCTID submitted a petition to the City to initiate proceedings to renew the SCTID for the purpose of providing the services described in the 2026-2031 Plan. If renewed, the SCTID would generate approximately $4,047,912 on an annual basis for promotion of travel and tourism specific to the assessed businesses.

Management District Plan
The 2026-2031 Plan (Attachment 1) includes the proposed boundary of the SCTID, a service plan and budget and a proposed means of governance. The SCTID will include all lodging businesses with ten (10) rooms or more, existing and in the future, available for public occupancy, located within the boundaries of a portion of the City as shown on the map included in Section IV (BOUNDARY) of the 2026-2031 Plan.

The annual assessment rate proposed is two percent (2%) of gross short-term sleeping room rental revenue. During the 2026-2031 Plan term, the assessment rate may be increased to a maximum rate of three percent (3%) of gross short-term sleeping room rental revenue for assessed lodging businesses. The 2026-2031 Plan authorizes the Silicon Valley / Santa Clara DMO, Inc. dba Discover Santa Clara Board of Directors (“Board”) to increase the rate to a maximum assessment rate of three percent (3%). If the assessment rate is increased, it may subsequently be decreased, subject to Board approval as described in Section V of the 2026-2031 Plan, but shall not be decreased below a minimum of two percent (2%) of gross short-term sleeping room rental revenue. The maximum assessment increase or decrease permitted in any year shall be one-half percent (0.5%). Increases to the assessment rate shall be subject to the approval of the Board and assessed lodging business owners, as described in Section V of the 2026-2031 Plan.

The renewed SCTID will have a five (5) year term, beginning July 1, 2026, and ending June 30, 2031.

Each assessed lodging business located in the boundaries of the SCTID shall be responsible for City of Santa Clara Printed on 6/19/2026Page 2 of 5
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26-329 Agenda Date: 6/23/2026
remitting the assessments to the City in accordance with the 2026-2031 Plan. The City will collect the assessment on a monthly basis (including any interest and overdue charges) from each assessed lodging business located in the boundaries of the SCTID.

It is anticipated that the SCTID will generate $4,047,912 annually and the proposed first year annual budget is outlined in Table 1.

Table 1 - Initial Annual Budget
Program Description Budget
Marketing, Communications,
and Convention Center and
Partner Sales (70%)
Position Santa Clara as a
premier destination for
meetings, events, and
leisure tourism.
$2,833,538
Administration (25%) Provides management,
coordination, and support to
all organizational services
and functions
$1,011,978
Contingency (3%) Used to account for
uncollected assessments,
and a reserve fund for
program administration or
renewal costs at the
discretion of the Board.
$121,437
City Administration Fee (2%) Retained fee to cover costs of collection and
administration of the SCTID
assessment.
$80,959
Total $4,047,912
SCTID Renewal Process
May 5, 2026 - Resolution of Intention Hearing (COMPLETED) Upon the submission of a written petition, signed by the authorized representatives of businesses in the renewed SCTID who will pay more than fifty percent (50%) of the assessments proposed to be levied, the City Council declared intention to renew the SCTID and fixed the time and place of a public meeting and hearing by the adoption of a resolution.

Petition Status: Petitions in favor of SCTID renewal were submitted by assessed businesses, which represent more than fifty percent (50%) of the total SCTID assessment. This majority petition allowed the Council to adopt the aforementioned resolution. As of June 18, 2026, 100% of the petitions were received in favor of the SCTID renewal by assessed businesses.

No later than
May 9, 2026 - Public Notice (COMPLETED)
The 94 Law requires the City to mail written notice to the owners of all businesses proposed to be assessed within the SCTID. Mailing the notice begins a mandatory forty-five (45) day period in which City of Santa Clara Printed on 6/19/2026Page 3 of 5
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26-329 Agenda Date: 6/23/2026
assessed business owners may protest SCTID renewal. The City mailed and postmarked the required notices on May 7, 2026 and also published the notice in the local printed publication.

June 9, 2026 - Public Meeting (COMPLETED)
Allow public testimony on the renewal of the SCTID and levy of assessments. On June 9, 2026, the City Council held a public meeting to receive testimony regarding the Renewal of the SCTID and related assessments.

June 23, 2026 - Final Public Hearing
If written protests are received from the authorized representatives of assessed businesses in the SCTID which will pay fifty percent (50%) or more of the assessments proposed to be levied, and protests are not withdrawn so as to reduce the protests to less than fifty percent (50%), no further proceedings to levy the proposed assessment against such businesses shall be taken for a period of one (1) year from the date of the finding of a majority protest by the Council.

If the City Council, following the public hearing, decides to establish the renewed SCTID, the Council shall adopt a resolution of formation, provided the City Council receives confirmation from the City Clerk that the City did not receive written protests from businesses which will pay 50% or more of the assessment proposed to be levied.

Discover Santa Clara Agreement
The proposed 2026-2031 Plan, requires an Agreement for the DMO to administer the SCTID between the City and the DMO (“Agreement”). The proposed Agreement is for a five-year term commencing July 1, 2026, and continuing through June 30, 2031.

Under the new Agreement, the DMO, as the SCTID’s Owners’ Association, will be responsible for managing SCTID funds and for implementing programs in accordance with the 2026-2031 Plan.

Pursuant to the terms outlined in the Agreement, the City shall disburse SCTID funds actually received to the DMO, less applicable administrative fees to cover City costs of collection and administration, and less any overdue charges or interest.

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

FISCAL IMPACT
None immediately. The City will receive a fee of two percent (2%) of the amount collected to cover its cost of administration. The amount is approximately $80,958.24 based on the annual SCTID revenue estimate of $4,047,912. Because the SCTID programs are intended to increase visitation to the City, there may be an increase in transient occupancy tax and sales tax collections.

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

PUBLIC CONTACT
City of Santa Clara Printed on 6/19/2026Page 4 of 5
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26-329 Agenda Date: 6/23/2026
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. Adopt a Resolution of the City of Santa Clara, California Declaring Results of Majority Protest Proceedings and Renewing the Santa Clara Tourism Improvement District;

2. Approve and authorize the City Manager to execute the proposed Agreement with Silicon Valley/Santa Clara DMO, Inc. d/b/a Discover Santa Clara for the Administration of the Santa Clara Tourism Improvement District on the terms presented, in a final form approved by the City Attorney; and

3. Authorize the City Manager to make minor and administrative modifications to the Agreement, approved as the form by the City Attorney, if necessary.

Reviewed by: Aracely Azevedo, Assistant City Manager
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. SCTID Management District Plan

2. Agreement for the Administration of SCTID

3. Resolution of the City of Santa Clara, California Declaring Results of the Majority Protest Proceedings and Renewing the Santa Clara Tourism Improvement District City of Santa Clara Printed on 6/19/2026Page 5 of 5
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441603.1
441603.1
441603.1

2026-2031

SANTA CLARA

TOURISM IMPROVEMENT DISTRICT

MANAGEMENT DISTRICT PLAN

Prepared pursuant to the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq.

April 21, 2026

TABLE OF CONTENTS
I. OVERVIEW .............................................................................................................................................................. 3 II. BACKGROUND ....................................................................................................................................................... 5 III. ACCOMPLISHMENTS .......................................................................................................................................... 6 IV. BOUNDARY ............................................................................................................................................................ 11 V. ASSESSMENT BUDGET AND SERVICES ....................................................................................................... 13 A. ANNUAL SERVICE PLAN .................................................................................................................................................................................. 13 B. ANNUAL BUDGET ............................................................................................................................................................................................... 16 C. CALIFORNIA CONSTITUTIONAL COMPLIANCE ........................................................................................................................................ 17 D. ASSESSMENT ...................................................................................................................................................................................................... 18 E. INTEREST AND OVERDUE CHARGES ......................................................................................................................................................... 20 F. TIME AND MANNER FOR COLLECTING ASSESSMENTS ....................................................................................................................... 20 VI. GOVERNANCE ......................................................................................................................................................21 A. OWNERS’ ASSOCIATION .................................................................................................................................................................................. 21 B. BROWN ACT AND CALIFORNIA PUBLIC RECORDS ACT COMPLIANCE............................................................................................ 21 C. ANNUAL REPORT ................................................................................................................................................................................................ 21 APPENDIX 1 – LAW ......................................................................................................................................................... 22 APPENDIX 2 – ASSESSED BUSINESSES .................................................................................................................. 34

Prepared by
Civitas

(916) 437-4300
www.civitasadvisors.com

••• • •

CIVITAS
PARTNERSHIPS • PROGRESS • PROSPERITY

DISCOVER
SA~TR
CLARA.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
3 I. OVERVIEW

Developed by Santa Clara lodging businesses and Silicon Valley/Santa Clara DMO, Inc. dba Discover Santa Clara® (“Discover Santa Clara® or DMO”), the Santa Clara Tourism Improvement District (“SCTID”) is an assessment district proposed to continue to provide specific benefits to payors by funding marketing, communications , and convention center and partner sales services for assessed lodging businesses. This approach has been used successfully in other destination areas throughout the country to provide the benefit of additional room night sales directly to payors. The SCTID was initially created in 2021 for a five (5) year term. Santa Clara lodging businesses and the DMO now wish to renew the SCTID for an additional five (5) year term.

Location: The renewed SCTID includes all lodging businesses with ten (10) rooms or more, existing and in the future, available for public occupancy located within the boundaries of a portion of the city of Santa Clara, as shown on the map and defined in Section IV.

Services: The SCTID is designed to provide specific benefits directly to payors by increasing awareness and demand for room night sales. Marketing, communication programs, and convention center and partner sales, and other improvements and activities set forth in this Management District Plan ( “Plan”), will increase demand for overnight tourism and market payors for tourist, meeting and event destinations, thereby increasing demand for room nights.

Budget: The total SCTID annual assessment budget for the initial year of its five (5) year operation is anticipated to be approximately $4,047,912. A similar assessment budget is expected to apply to subsequent years, but this assessment budget is expected to fluctuate as room sales do, as businesses open and close, and if the assessment rate is increased or decreased pursuant to this Plan.

Cost: The annual assessment rate is two percent (2%) of gross short-term sleeping room rental revenue. During the SCTID term, the assessment rate may be increased to a maximum rate of three percent ( 3%) of gross short-term sleeping room rental revenue for assessed lodging businesses. The DMO Board of Directors (the “Board”) shall have the authority to increase the rate to a maximum assessment rate of three percent ( 3%). If the assessment rate is increased, it may subsequently be decreased, subject to Board approval as described in Section V of this Plan, but shall not be decreased below a minimum of two percent (2%) of gross short-term sleeping room rental revenue. The maximum assessment increase or decrease permitted in any year shall be one-half percent ( 0.5%).

Increases to the assessment rate shall be subject to the approval of the Board and assessed lodging business owners, as described in Section V of this Plan.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
4 listing the employee’s name and stating that the stay is for official government business. The dates of occupancy must also be included. These requirements must be demonstrated by the guest at the time of registration. Failure to satisfy these requirements will result in no assessment exemption. Copies of the documentation for each exemption claimed must be submitted to the City’s Director of Finance with each remittance of assessments.

Collection: Each assessed lodging business located in the boundaries of the SCTID shall be responsible for remitting the assessments to the City in accordance with this Plan.

The City will be responsible for collecting the assessment on a monthly basis (including any interest and overdue charges) from each assessed lodging business located in the boundaries of the SCTID. The City shall take all reasonable efforts to collect the assessments from each assessed lodging business and may charge SCTID its proportionate share of collection costs.

Duration: The renewed SCTID will have a five (5) year life, beginning July 1, 2026, or as soon as possible thereafter, and ending five (5) years from its start date. After five (5) years, the SCTID may be renewed pursuant to the Property and Business Improvement District Law of 1994, Streets and Highways Code Section 36600 et seq. (“94 Law”) if assessed lodging business owners support continuing the SCTID programs.

Management: The DMO shall continue to serve as the SCTID’s Owners’ Association. The Owners’ Association is charged with managing funds and implementing programs in accordance with this Plan and must provide annual reports to the City Council.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
5 II. BACKGROUND

TIDs are an evolution of the traditional Business Improvement District. The first TID was formed in West Hollywood, California in 1989. Since then, over 100 California destinations have followed suit. In recent years, other states have begun adopting the California model : Illinois, Minnesota, Massachusetts, Montana, South Dakota, Washington, Colorado, Texas , and Louisiana have adopted TID laws. Several other states are in the process of adopting their own legislation. The cities of Wichita, Kansas and Newark, New Jersey used existing business improvement district laws to form TIDs. Additionally, some cities, like Portland, Oregon and Memphis, Tennessee have utilized their home rule powers to create TIDs without a state law.

California’s TIDs collectively raise over
$300 million annually for local destination
marketing. With competitors raising their
budgets, and increasing rivalry for visitor
dollars, it is important that Santa Clara
lodging businesses continue to invest in
stable, commerce -specific marketing
programs.

TIDs utilize the efficiencies of private
sector operation in the market -based
promotion of tourism districts. TIDs allow
tourism business owners to organize their
efforts to increase commerce. Lodging
business owners within the TID pay an assessment and those funds are used to provide services that increase commerce.

In California, most TIDs are formed pursuant to the Property and Business Improvement District Law of 1994. This law allows for the creation of a benefit assessment district to raise funds within a specific geographic area. The key difference between TIDs and other benefit assessment districts is that funds raised are returned to the private non -profit corporation governing the district for expenditures consistent with plans like this one. They are intended to supplement, not supplant, existing government funding and services for the specific benefit of the assessed businesses.

There are many benefits to TIDs:
• Funds must be spent on services and improvements that provide a specific benefit only to those who pay;
• Funds cannot be diverted to general government programs; • They are customized to fit the needs of payors in each destination; • They allow for a wide range of services;
• They are designed, created and governed by those who will pay the assessment; and • They provide a stable, long-term funding source for tourism promotion.

1 2
4 6
9 12
19 25
29 32
38 46
61 64
70 75
88 95
99 101
104
109
110
114
113
113
113
115
116
0 20
40 60
80 100
120
Number of Districts Operating in
California
__ ....• 111111111

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
6 III. ACCOMPLISHMENTS

Organizational Formation and Strategic Evolution: Since its establishment, Discover Santa Clara® has evolved from a start -up organization into a fully operational Destination Marketing Organization with the team, systems, and partnerships in place to deliver results. Over the past fiscal year, the DMO advanced its sales, marketing, and operational capabilities, strengthened financial stewardship, and positioned Santa Clara to capitalize on major global opportunities ahead—including Super Bowl LX and the FIFA World Cup 2026. The following highlights reflect key accomplishments achieved through collaboration with our SCTID hotel partners, the City, and industry stakeholders.

Metrics reflect performance through the close of FY 2024/25, with select indicators updated to reflect early FY 2025/26 activity where relevant.

ORGANIZATIONAL SUCCESS: TEAM ACHIEVEMENTS AND INDUSTRY ACCOLADES.

I. Administrative Operational Advancement & Governance
• Executive Leadership and Team Build -Out: Following the hir ing of a new CEO in October 2022, Discover Santa Clara® built out its full organizational structure. Under her leadership, the DMO strategically assembled a high -performing team that now includes a Director of Business Operations, Directors of Sales & Marketing, two Sales Managers, a Manager of Data & Strategy, a Marketing Manager, and a Marketing Coordi nator. With staggered onboarding over two and a half years, the full team of nine was in place in March 2025. • Established Financial Infrastructure : Developed and completed Financial Standard Operating Procedures (SOPs) in collaboration with our Accounting Firm Krisch & Company and City representatives. These SOPs were approved by the Board in January 2024 and serve as one of the steps necessary for the DMO’s readiness to gain financial independence. • Launched a 401(k) Program : Introduced a formal retirement benefits program for all full - time employees, demonstrating long-term commitment to staff well-being and organizational maturity.
• Implemented Performance Management and Incentive Programs to Drive Accountability and Results: Implemented a comprehensive performance management framework creating a structured Annual Review Process that includes quarterly check -ins and year -end evaluations aligned to individual goals and broader organizational K ey Performance Indicators (KPIs). Additionally, designed and rolled out incentive compensation plans and goal-setting processes for all eligible positions, linking performance with accountability t o drive results - driven behavior.
• Modernized Administrative Systems:
o Developed and gained Board approval for the organization’s first -ever Travel & Entertainment Policy to guide responsible spending, improve reporting accuracy, and establish accountability standards.
o Introduced Corporate Credit Cards through Bridge Bank to streamline business purchasing, travel, and reimbursements.
o Finalized revenue reconciliation for 2019–2021 with the City and the former Chamber of Commerce DMO.
o Created SOPs and internal systems to guide reporting, vendor management, and City contract tracking.
• Strengthened Governance & Reporting:
o Delivered quarterly and annual reports to the Board of Directors and SCTID partners.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
7 o Facilitated Board of Directors elections and onboarding processes. o Initiated Civitas -led Board training in January 2025 to strengthen governance alignment and introduce the SCTID renewal process.
• Strategic Team Alignment: Implemented cadence of all-staff strategic offsite meetings focused on cross-functional planning, budget alignment, and team development, including The Enneagram Training for deeper understanding of team dynamics. • Strong Financial Performance & Stewardship (FY 2024/25):
o SCTID assessment outperformed projections ($3.2M vs. $2.6M forecast) o Generated $160,000 in new interest revenue on assessment funds. o Closed FY 2024/25 with an approximately $600,000 year-end surplus to fund future activities, reflecting strong assessment performance and expense management.

II. Sales & Convention Strategy
• Strategic Sales Deployment: Implemented a market-segment deployment model, aligning sales team members by verticals such as corporate, sports, and association to better engage planners and strategically grow business opportunities. • Sales Lead Growth & Expanded Booking Scope : Within the Priority (P1 –P5) classification system—where groups are ranked by peak room demand and convention center spend —P1– P3 represent the highest -value, long-term business driving the greatest economic impact.

FY 2024/25 marked the first full year with a fully staffed sales team and the expansion of the DMO’s booking scope to include management of P3 leads generated through direct sales efforts. As a result, total lead volume increased 46% year-over-year, with the DMO generating 101 P1–P3 leads, up from 72 the prior year. This growth was driven by proactive prospecting, targeted sales trips, and consistent client engagement. • Secured Priority 1 (P1) + Priority 2 (P2) Events: Secured multiple P2 and self-contained groups for future years driving both room nights for our SCTID hotel partners and revenue for the Convention Center. Successfully delivered the DMO’s first P1 citywide group to actualization, with the event completed and generating over $1M in revenue. • Tradeshow & Industry Presence: Engaged in 25 strategically selected tradeshows and sales missions , including IMEX, TEAMS, MPI, IPEC, Connect Spring, and RCMA, targeting corporate, association, sports, and affinity segments to drive direct planner engagement and elevate Santa Clara’s visibility.
• Strategic Partnerships : Established strategic partnerships with leading tourism and meetings industry organizations – including U.S. Travel, CalTravel , Meeting Professionals International, SF Travel, HelmsBriscoe, and ConferenceDirect – expanding access to key client databases, industry events, and high-value meeting planner networks. • Sales-Driven Marketing Integration: Partnered with marketing to create targeted sales materials, custom collateral, and pre-post campaigns supporting key tradeshows and sales missions. Integrated meetings-focused content into the broader strategy to ensure alignment with planner needs and enhance Santa Clara’s visibility as a premier meetings destination.
• CRM & Data Modernization: Completed a comprehensive audit and cleanup of the Simpleview Customer Relationship Management tool, integrated strategic prospecting tools including ZoomInfo and Cvent BI Dashboard, enhanced STR (Smith Travel Accommodations Report) reporting, and advanced implementation of the Tourism Economics Symphony platform to strengthen data capture, marketing attribution, return on investment (ROI) measurement, and partner decision-making.
• Backyard Acquisition Strategy: Rolled out a local account acquisition plan targeting 1,500 regional companies, hosting site visits and client events to showcase SCTID partner hotels and City assets, including the Convention Center, to the meeting planner community.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
8 Community Visibility & Upcoming Signature Events
• Super Bowl LX and FIFA World Cup 2026 Readiness: Finalized and received Board approval for the SBLX/FWC26 Activation Plan - including public relations strategies, influencer content, an Ultimate Sports Playbook, enhanced digital presence, and a Media & Meeting Planner Familiarization Trip - with many elements already executed and others advancing toward completion.

The plan has delivered high -value media and public relations exposure for the City and DMO, including the launch of the Global Games Food Trail, securing early placements in Forbes and Vogue. The DMO also finalized a partnership with the Bay Area Host Committee , unlocking unique marketing, sales, and visibility opportunities tied to these global events . • Hosted VIP & Media Events:
o Hosted the Bay Area Travel Writers Group: Welcomed influential local media to showcase Santa Clara’s unique offerings and strengthen relationships with key travel writers.
o Hosted Los Angeles Media Mission: Hosted a cooking class activation led by Chef Nelson Ramirez of the Santa Clara Marriott, for ten key Los Angeles media representatives, reinforcing the city’s identity as a global gathering place for international fans and global cuisine ahead of Super Bowl LX and FWC26. o Collaborated with Levi’s® Stadium for North America Trailer Dealers Association (NATDA) joint event.
o Partnered with DMO’s including Visit Salt Lake City, Visit Oakland, Team San Jose, and SF Travel to co -host key client events – creating shared opportunities to showcase Santa Clara and build planner relationships.
o Hosted multiple client events at Levi’s® Stadium, engaging planners through premium experiences at 49ers games and major concerts to strengthen relationships, showcase the destination, and secure more leads.
o Citywide Media Success: Supported the City of Santa Clara in crafting the narrative around Beyoncé and Taylor Swift concert visits, positioning the City as the “Swiftie Capital of the USA,” and elevating national exposure.

III. Marketing, Brand Development & Visibility
• Omnichannel Marketing Ecosystem: Completed a competitive RFP process and appointed Madden Media to execute on the Omnichannel Marketing project, resulting in the delivery of the following tools and assets to actively support sales, marketing, public relations, our SCTID partner hotels and city partners.
o A newly launched Discover Santa Clara ® redesigned website with 360º hotel tours, SEO optimization, real -time SCTID hotel partner booking widget, and multi -language support.
o Published the city’s first-ever Visitors Guide.
o Established consistent unified brand voice and PR strategy. o Built a reusable, high-quality photo/video content library. • Marketing Agency of Record (AOR): Completed a competitive RFP process and appointed Madden Media as the DMO’s AOR in March 2025 to support key marketing initiatives.

Establishing an AOR ensures brand consistency, streamline d communication, project execution, and enables the DMO to respond more swiftly to opportunities with a partner deeply aligned to its evolving goals including:
o Shaping the DMO’s Public Relations and Communications narrative,

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
9 o Partnering to manage our digital marketing strategy and budget, o Creating a Meetings & Conventions specific video for sales & marketing purposes, o Supporting the execution of the DMO’s SBLX/FWC26 Activation Plan. • Collateral & Presentation Tools: Created and modernized customer facing sales collateral, presentations, and internal reporting templates to align with our brand look and feel. • Digital Audience & Engagement Growth: With the establishment of a dedicated Marketing Team in May 2023 and building from a minimal digital footprint typical of a start -up DMO, Discover Santa Clara® has achieved exceptional growth across its owned channels, significantly expanding reach and engagement with core audiences. o Instagram: Grew from 79 to more than 21,232 followers , representing a significantly expanding destination awareness through high -performing event, experiential, and partner-driven content.
o LinkedIn: Expanded from 240 to more than 2,745 followers, strengthening reach and credibility within the meetings, business, and industry community. o Facebook: Grew from 14 to more than 5,174 followers, increasing visibility for citywide events, partner activations, and destination storytelling. o Email Marketing: Subscriber base grew from 1,935 to more than 28,464 , enabling stronger campaign reach and more targeted communication with key audiences. o TikTok Platform Expansion: Launched TikTok as a test channel in early 2025 to extend reach through short -form video. Early performance demonstrated strong organic reach and engagement, prompting a strategic expansion of the platform to reach younger audiences and complement broader digital efforts. o Blogs: Published 33+ original blog pieces across two fiscal years, including high - performing evergreen content such as Business Travel Guide and Top 60 Things To Do in Santa Clara.
• Influencer Collaborations: Executed multiple influencer campaigns , generating an impressive 5.1M impressions in collaboration with SCTID partner hotels and key Santa Clara venues, including event tie -ins at Levi’s® Stadium and California’s Great America. Launched the Santa Clara Influencer Catalog to formalize future collaboration processes and efforts. • Strategic Advertising:
o Partnered with CBS on two executions of The 49ers Experience, showcasing Discover Santa Clara® and all 11 SCTID hotel partners through 15 -second spotlight segments delivering significant brand exposure for the city.
o Coverage in San Jose Mercury News, CBS Bay Area, KTVU, and the Silicon Valley Business Journal.
o Recognized by Casino.org and San Jose Mercury News as the “Swiftie Capital of the USA” in 2023, positioning the DMO for creative destination branding.

IV. Team Awards & Accolades
The Discover Santa Clara® team has been recognized for its leadership, innovation, and industry presence. These accolades reflect the DMO’s increasing influence and credibility within the meetings, destination marketing, and tourism sectors.

• Christine Lawson, President & CEO
o Honored as one of Silicon Valley Business Journal’s (SVBJ) Top 100 Women of Influence in 2024.
o Recipient of Smart Meetings’ Visionary Leader Award in 2024. o Named one of the Power 100 Most Influential People in Silicon Valley in 2025. o Panelist at the Future of Santa Clara event in both 2024 and 2025. o Invited contributor to The Mercury News’ Monthly Insights & Indicators Column.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
10 o Featured across multiple media outlets ; ABC7, CBS Bay Area, KTVU, and the Mercury News during Levi’s® Stadium event coverage, reinforcing Santa Clara’s position as a dynamic destination.
o Invited mentor participant for SVBJ’s Mentorship Monday event in 2025. • Katelyn Riccardi, Director of Marketing
o Named one of SVBJ’s 40 Under 40 in 2024.
o Invited mentor participant for SVBJ’s Mentorship Monday event in 2024. o Appointed to the Board of Directors for the Triton Museum of Art in 2024. • Ben Landis, Marketing Manager
o Named to Destinations International’s and CalTravel’s 30 Under 30 Class of 2025 recognizing rising stars shaping the future of destination marketing.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
11 IV. BOUNDARY

The SCTID shall continue to include all lodging businesses with ten (10) rooms or more, existing and in the future, available for public occupancy within the boundaries of a portion of the City , as shown in the map on the following page.

Lodging business means: any structure, or any portion of any structure, that is occupied or intended or designed for occupancy by transients for dwelling, lodging, or sleeping purposes, and includes, but is not limited to, any hotel, inn, tourist home or house, motel, studio hotel, bachelor hotel, lodging house, rooming house, apartment house, dormitory, public or private club, mobile home, or house trailer at a fixed location, or other similar structure or portion thereof. The term “l odging business ” does not include short-term rentals, including units within a multi-family building permitted to operate as short- term rentals.

A complete listing of assessed lodging businesses within the renewed SCTID can be found in Appendix

2. SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
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SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
13 V. ASSESSMENT BUDGET AND SERVICES

A. Annual Service Plan
Assessment funds will be spent to provide specific benefits conferred or privileges granted directly to the payors that are not provided to those not charged, and which do not exceed the reasonable cost to the City of conferring the benefits or granting the privileges. The privileges and services provided with the SCTID funds are marketing, communications programs, convention center and partner sales, and other improvements and activities set forth in this Plan, available only to assessed lodging businesses within the SCTID.

A service plan assessment budget has been developed to deliver services that benefit the assessed lodging businesses. A detailed annual assessment budget will be developed and approved by the Board. The chart below illustrates the initial annual assessment budget allocations. These activities and allocations will also apply in subsequent years , subject to the stipulations in this Plan . The total initial assessment budget is estimated to be $4,047,912.

Although actual revenues will fluctuate due to market conditions, the proportional allocations of the budget shall remain the same. However, the City and the Board shall have the authority to adjust budget allocations between the categories by no more than twenty percent (20%) of the total budget per year. A description of the proposed improvements and activities for the initial year of operation is below. The same activities are proposed for subsequent years. In the event of a legal challenge against the SCTID, any and all assessment funds may be used for the costs of defending the SCTID and its assessment.

Each budget category includes all costs related to providing that service. For example, the marketing, communications, and convention center and partner sales budget includes the cost of staff time dedicated to overseeing and implementing the marketing, communications program, and convention center and partner sales . Staff time dedicated purely to administrative tasks is allocated to the administrative portion of the budget. The costs of an individual staff member may be allocated to multiple budget categories. The staffing levels necessary to provide the services below will be determined by the DMO, and approved by the Board, on an as-needed basis.

Marketing,
Communications, and
Convention Center
and Partner Sales
70%, $2,833,538
Administration, 25%,
$1,011,978
Contingency, 3%,
$121,437
City Administration Fee, 2%,
$80,958
Initial Annual Assessment Budget (2%) -
$4,047,912

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
14 Marketing, Communications, and Convention Center and Partner Sales The Marketing, Communications Program, and Convention Center and Partner Sales Program is designed to position Santa Clara as a premier destination for meetings, events, and leisure tourism by combining strategic sales initiatives with targeted marketing and communications efforts. This program focuses on driving overnight stays at assessed businesses, supported by demand at Santa Clara venues such as the Convention Center and sport complexes, and includes the attraction of self- contained and hybrid events. The goal is to increase overnight visitation to assessed lodging businesses and strengthen the destination’s visibility for major events and transient visitors. To achieve this, the program will leverage both proactive sales efforts and innovative digital marketing strategies, to reach a broader audience. Program activities may i nclude, but are not limited to, the following activities:
• Promote and market Santa Clara as a premier destination for group events, meetings, and conventions, with a focus on driving room night demand to assessed businesses and generating strong ancillary revenue. This will be achieved through digital advertising, enhanced online presence, print collateral, and social media outreach. • Develop and implement marketing strategies that position Santa Clara as a competitive leisure and group travel destination. Efforts shall highlight city assets, including attractions, venues, and assessed lodging businesses, to increase awareness and drive visitation to assessed lodging businesses.
• Engage in sales activity to market and sell the destination as a whole, including but not limited to the Convention Center, to drive room night sales at assessed lodging businesses and generate commensurate revenue across the destination.
• Engage in sales activities and targeted outreach to generate new bookings and drive room night demand from Santa Clara event attendees and group travelers utilizing the Convention Center and other partner venues, such as sports complexes, entertainment venues, and unique event spaces that contribute to overnight hotel stays at assessed lodging businesses. • Engage in sales activities and targeted outreach to generate new bookings and increase room night production from self -contained group business, and other group travelers to assessed businesses.
• Coordinate the booking and reservation of meeting spaces, hotel room blocks, and off -site venues to ensure a seamless experience for planners and attendees. • Host exhibits at industry trade shows, attend association events, and participate in destination marketing forums to generate leads and elevate Santa Clara’s visibility as a leading meetings, business, and tourism destination that drives overnight visitati on to assessed lodging businesses.
• Conduct familiarization trips and site visits for prospective clients and meeting planners to promote Santa Clara’s assets and hospitality offerings that support overnight stays at assessed lodging businesses.
• Host key and in -market client events for current and prospective meeting planners and business influencers to showcase assessed businesses and partner venues that increase awareness, generate group lead volume, and drive demand at assessed lodging business es. • Develop and distribute promotional materials highlighting Santa Clara’s assessed businesses and their offerings to support meeting planner decision-making and increase overnight stays. • Implement competitive incentive programs in partnership with assessed lodging businesses and key Santa Clara venues to attract new marquee events and conventions that generate overnight visitation.
• Provide destination planning support to associations, businesses, and organizations holding events in Santa Clara, with a focus on increasing room night generation at assessed lodging businesses through coordination with the Convention Center operator and other local venue and service providers.

SCTID MANAGEMENT DISTRICT PLAN
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15 • Manage and continue to evolve the destination website to showcase Santa Clara as a desirable location for events and activities that drive overnight stays at assessed lodging businesses. • Conduct coordinated advertising, public relations, and promotional campaigns that highlight Santa Clara attractions and amenities to increase group bookings and attract transient travelers, driving overnight stays at assessed lodging businesses. • Establish stronger partnerships with regional and national event planners, third -party booking agencies, and local tourism stakeholders to increase visibility and generate leads that have the potential to convert into room nights at assessed lodging businesses. • Utilize industry research, destination analytics, and hotel performance data to inform sales and marketing strategies, identify high -value market segments, and optimize efforts that convert leads into overnight stays at assessed lodging businesses. • Develop and pursue multi -year agreements with meeting planners and event organizers to secure repeat business that generates consistent overnight visitation at assessed lodging businesses.
• Engage target industries and market segments through focused outreach to secure meetings and events that align with Santa Clara’s destination strengths and drive room night demand to assessed lodging businesses.
• Develop sales & marketing campaigns and packages that pair stays at assessed lodging businesses with local experiences to attract weekend and shoulder-season travelers. • Plan and execute paid advertising campaigns across digital platforms and traditional media channels. Activities may include search engine marketing, programmatic display, social media advertising, print, radio, or out -of-home placements targeted to drive website traffic and overnight bookings at assessed lodging businesses.
• Identify, contract, and manage influencer partnerships to expand reach and drive awareness in target markets to drive room night demand to assessed lodging businesses. • Develop and manage cooperative marketing programs with assessed lodging businesses, including seasonal promotions and shared advertising initiatives. • Plan and execute marketing campaigns with strategic travel and media partners to drive overnight visitation to assessed lodging businesses through targeted promotions, enhanced visibility, and destination-aligned messaging and branding. • Develop and distribute the official Santa Clara Visitor Guide in print and digital formats, highlighting attractions, assessed lodging businesses, and visitor resources. • Manage and grow all owned marketing channels, including social media platforms and email databases, to expand reach and engagement with prospective visitors. • Create and distribute dynamic digital content —including short -form video, event -centric itineraries, and user -generated content —that highlights Santa Clara’s assessed lodging businesses, venues, and experiences to influence booking decisions for both group and transient travel.
• Collaborate with tourism -aligned brands, influencers, and content creators to elevate Santa Clara’s destination messaging and drive measurable increases in overnight visitation to assessed lodging businesses.

Administration
The administration portion of the SCTID budget provides management, coordination and support to all organizational services and functions. Administration is responsible for the general oversight and fiscal health of the organization and the budget will be used to support administrative staffing costs, office costs, policy development, and other general administrative costs such as insurance, legal, human resources, and accounting.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
16 Contingency
The budget includes a contingency line item to account for uncollected assessments, if any. Funds may be collected and set aside in a contingency account and utilized for other programs or renewal costs consistent with the Plan as deemed appropriate by the Board. Contingency funds may be spent on SCTID programs or administrative renewal costs in such proportions as determined appropriate by the Board. This program represents three percent (3%) of the total annual assessment budget.

Reserve
DMO may maintain a reserve fund in accordance with this Plan . Reserve funds shall be expended in furtherance of the programs, activities, and services set forth in this Plan. Policies relating to contributions to the reserve fund, the target amount of the reserve fund, and expenditure of monies from the reserve fund shall be set by the Board.

City Administration Fee
The City shall retain a fee equal to two percent (2%) of the amount of assessment collected to cover its costs of collection and administration of the SCTID assessment which may include but are not limited to: staffing costs, legal services, telephone, supplies, postage, and other general office expenses.

B. Annual Budget
The total five (5) year assessment budget is projected at approximately $ 4,047,912 annually, or $27,323,406 through the five (5) year term of the SCTID if the maximum assessment rate increases of one-half percent (0.5%) per year, up to a maximum rate of three percent (3%), are adopted as outlined in the table below. A similar budget is expected to apply to subsequent years, but this budget is expected to fluctuate as room sales do, as businesses open and close , and if the assessment rate is increased or decreased pursuant to this Plan.

The annual assessment rate is two percent (2%) of gross short -term sleeping room rental revenue.

During the SCTID term, the assessment rate may be increased to a maximum rate of three percent (3%) of gross short -term sleeping room rental revenue for assessed lodging businesses. The Board shall have the authority to increase the rate to a maximum assessment rate of three percent (3%). If the assessment rate is increased, it may subsequently be decreased , subject to Board approval as described in Subsection D of this Section V, but shall not be decreased below a minimum of two percent (2%) of gross short-term sleeping room rental revenue. The maximum assessment increase or decrease permitted in any year shall be one-half percent (0.5%). Increases to the assessment rate shall be subject to the approval of the Board, and assessed lodging business owners , as described in Subsection D of this Section V.

The table below demonstrates the estimated maximum budget with the assumption that the assessment rate will be increased at the earliest opportunity as it is a required disclosure, it is not the anticipated course of action. Alternate courses of action may be taken in regard to implementing the assessment rate increase other than what is demonstrated in the chart below, within the parameters of this Plan.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
17 Estimated Annual Budget if Maximum Assessment Rates Are Adopted 2026 – 2031
Year
Marketing,
Communications,
and Convention
Center and
Partner Sales

Administration Contingency
City
Administration
Fee

Total
2026-27 $2,833,538 $1,011,978 $121,437 $80,958 $4,047,912 2027-28 $3,541,923 $1,264,973 $151,797 $101,198 $5,059,890 2028-29 $4,250,308 $1,517,967 $182,156 $121,437 $6,071,868 2029-30 $4,250,308 $1,517,967 $182,156 $121,437 $6,071,868 2030-31 $4,250,308 $1,517,967 $182,156 $121,437 $6,071,868 Total $19,126,384 $6,830,852 $819,702 $546,468 $27,323,406

C. California Constitutional Compliance
The SCTID assessment is not a property -based assessment subject to the requirements of Proposition 218. Courts have found Proposition 218 limited the term ‘assessments’ to levies on real property.1 Rather, the SCTID assessment is a business-based assessment, and is subject to Proposition

26. Pursuant to Proposition 26, all levies are a tax unless they fit one of seven exceptions. Two of these exceptions apply to the SCTID, a “specific benefit” and a “specific government service.” Both require that the costs of benefits or services do not exceed the reasonable costs to the City of conferring the benefits or providing the services.

1. Specific Benefit
Proposition 26 requires that assessment funds be expended on, “a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conf erring the benefit or granting the privilege.”2 The services in this Plan are designed to provide targeted benefits directly to assessed lodging businesses, and are intended only to provide benefits and services directly to those lodging businesses paying the assessment. These services are tailored not to serve the general public, businesses in general, or parcels of land, but rather to serve the specific businesses within the SCTID.

The activities described in this Plan are specifically targeted to increase demand for room night sales for assessed lodging businesses within the boundaries of the SCTID and are narrowly tailored. SCTID funds will be used exclusively to provide the specific benefit of increased demand for room night sales directly to the assessees. Assessment funds shall not be used to feature non -assessed lodging businesses in SCTID programs, or to directly generate sales for non-assessed lodging businesses. The activities paid for from assessment revenues are business services constituting and providing specific benefits to the assessed lodging businesses. Nothing in this Plan limits the ability of the Owners’ Association to enter into private contracts with non-assessed lodging businesses for the provision of services to those businesses with non-assessment funding.

The assessment imposed by this SCTID is for a specific benefit conferred directly to the payors that is not provided to those not charged. The specific benefit conferred directly to the payors is an increase in demand for room night sales via targeted marketing. The specific benefit of an increase in demand for room night sales for assessed lodging businesses will be provided only to lodging businesses paying the SCTID assessment, with marketing , sales and communications programs

1 Howard Jarvis Taxpayers Assn. v. the City of San Diego (1999) 72 Cal App. 4th 230. 2 Cal. Const. art XIII C § 1(e)(1).

SCTID MANAGEMENT DISTRICT PLAN
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18 promoting only lodging businesses paying the SCTID assessment. The marketing, communications, and convention center and partner sales programs will be designed to increase room night sales at assessed lodging businesses.

Because they are necessary to provide the marketing, communications, convention center and partner sales programs that specifically benefit the assessed lodging businesses, the reserves, administration and contingency services also provide the specific benefit of increased demand for room night sales to the assessed lodging businesses.

Although SCTID, in providing specific benefits to payors, may produce incidental benefits to non - paying businesses, the incidental benefit does not preclude the services from being considered a specific benefit. The Legislature has found that, “A specific benefit is not excluded from classification as a ‘specific benefit’ merely because an indirect benefit to a nonpayor occurs incidentally and without cost to the payor as a consequence of providing the specific benefit to the payor.”3

2. Specific Government Service
The assessment may also be utilized to provide, “a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the serv ice or product.” 4 The Legislature has recognized that marketing and promotions services like those to be provided by the SCTID are government services within the meaning of Proposition 26 5.

3. Reasonable Cost
SCTID services will be implemented carefully to ensure they do not exceed the reasonable cost of such services. The full amount assessed will be used to provide the services described herein. Funds will be managed by the DMO, and reports submitted on an annual basis to the City. Only assessed lodging businesses will be featured in marketing materials, receive sales leads generated from SCTID- funded activities, be featured in advertising campaigns, and benefit from other SCTID-funded services.

The assessed lodgin g business list was compiled from records provided by the jurisdiction and complies with the requirements of the 94 Law. Pursuant to Streets and Highways Code Section 36615, the City Council’s determination of ownership is final and conclusive, with no obligation to obtain other information. Non-assessed lodging businesses will not receive these, nor any other, SCTID-funded services and benefits.

The SCTID-funded programs are targeted directly to benefit assessed lodging businesses. It is, however, possible that there will be a spillover benefit to non -assessed lodging businesses. If non - assessed lodging businesses receive incremental room nights, that portion of the promotion or program generating those room nights shall be paid with non -SCTID funds. SCTID funds shall only be spent to benefit the assessed lodging businesses and shall not be spent on that portion of any program which directly generates incidental room nights for non-assessed lodging businesses.

D. Assessment
The annual assessment rate is two percent (2%) of gross short-term sleeping room rental revenue.

3 Government Code § 53758(a)
4 Cal. Const. art XIII C § 1(e)(2)
5 Government Code § 53758(b)

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19 described below, but shall not be decreased below a minimum of two percent (2%) of gross short - term sleeping room rental revenue. The maximum assessment increase or decrease permitted in any year shall be one-half percent ( 0.5%). Increases to the assessment rate shall be subject to the approval of the Board and assessed lodging business owners, as described below.

The DMO shall provide notice to assessed businesses with a clear disclosure of the rationale for an assessment increase tied to programs, projects, or services that enhance brand exposure and equity for Santa Clara as a destination and directly drive room night demand. To approve an assessment rate increase, the DMO shall secure signed petitions from assessed business owners totaling more than fifty percent (50%) of the assessed lodging businesses in the SCTID. If sufficient petitions are received, the Owners' Association's Board shall vote to adjust the assessment rate in accordance with the assessment structure reflected in the petitions, thereby aligning the rate with the preferences expressed by the assessed businesses.

While any increase in the assessment rate must follow the approval process outlined above, a proposed decrease may be approved by a vote of the Board.

Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days; or stays by any officer or employee of a foreign government who is exempt by reason of express provision of Federal law or international treaty. Additionally, assessments will not be collected on stays by any Federal or State of California officer or employee on official business who shall provide one of the following : a warrant or check drawn on the Treasury of the United States; a copy of the official travel orders indicating the issuing governmental agency and the employee’s full name; or, a copy of a letter on the official letterhead of an exempt governmental agency requesting exemption and listing the employee’s name and stating that the stay is for official government business. The dates of occupancy must also be included. These requirements must be demonstrated by the guest at the time of registration. Failure to satisfy these requirements will result in no assessment exemption. Copies of the documentation for each exemption claimed must be submitted to the Director of Finance with each remittance of assessments.

The assessment was calculated based on the total cost of the activities to be provided for the benefit of the businesses within the SCTID, with costs allocated based on the proportional benefit conferred to each business. Activities funded by the SCTID, are specifically targeted to increase room nights at assessed lodging businesses. All room night sales do not represent the same benefit to the payors.

For example, a higher priced room night is of greater benefit than a lower priced room night because the assessee derives greater revenue. To account for this benefit differential and to make sure the benefits are proportional, an assessment formula based on a percentage of revenue has been selected. The proposed formula accurately reflects greater benefit to assessed SCTID businesses with higher priced room nights.

The term “gross short -term sleeping room rental revenue” as used herein means: the consideration received, whether or not actually charged by the lodging business, for the occupancy of space in a lodging business valued in money, whether said gross short-term sleeping room rental revenue is received in money, goods, labor, or otherwise, including all receipts, cash, credits, and property and services of any kind or nature. A lodging business may provide complimentary non-assessable rooms for employee use; guest satisfaction or charitable purposes (by a qualified 501(c)(3) charity) and a lodging business shall detail all complimentary non -assessable rooms in its regular reporting. Failure to accurately report complimentary rooms shall result in assessment of the rooms in question. Gross short-term sleeping room rental revenue shall not include, and therefore the assessment shall not be charged upon, any federal, state or local taxes collected, including but not limited to transient occupancy taxes.

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20 The assessment is levied upon and a direct obligation of the assessed lodging business. However, the assessed lodging business may, at its discretion, pass the assessment on to transients. The amount of assessment, if passed on to each transient, shall be disclosed in advance and separately stated from the amount of rent charged and any other applicable taxes, and each tr ansient shall receive a receipt for payment from the business. If the SCTID assessment is identified separately it shall be disclosed as the “SCTID Assessment.” As an alternative, the disclosure may include the amount of the SCTID assessment and the amount of the assessment imposed pursuant to the California Tourism Marketing Act, Government Code §13995 et seq. and shall be disclosed as the “Tourism Assessment.” The assessment is imposed solely upon and is the sole obligation of the assessed lodging business even if it is passed on to transients. The assessment shall not be considered revenue of the assessed lodging businesses for any purpose, including calculation of transient occupancy taxes.

Bonds or any debt obligation shall not be issued.

E. Interest and Overdue Charges
The SCTID shall reimburse the City for any costs associated with collecting unpaid assessments. If sums in excess of the delinquent SCTID assessment are sought to be recovered in the same collection action by the City, the SCTID shall bear its pro rata share of such collection costs. Assessed lodging businesses which are delinquent in paying the assessment shall be responsible for paying:

1. Original Delinquency: Any lodging business that fails to remit any assessment imposed within the time required shall pay interest as described in subparagraph 3 below.

2. Overdue Charge for Willful Noncompliance or Repeated Delinquencies: If the City determines that the nonpayment of any remittance due is due to willful noncompliance or repeated delinquencies, a n overdue charge of twenty -five percent (25%) of the amount of the assessment shall be added thereto in addition to the interest as required by subparagraph 3 below.

3. Calculation of Interest: In addition to the overdue charges imposed, any lodging business that fails to remit any assessment imposed shall pay interest at the rate of the United States government T -Bills sold at the latest sale prior to the date of the delinquency plus three percent (3%) prorated per month or frac tion thereof on the amount of the assessment, exclusive of overdue charges, from the date on which the remittance first became delinquent until paid.

4. Overdue Charges and Interest Merged with Assessment: Except for the purpose of calculation of interest and overdue charges, every overdue charge imposed and such interest as accrues under the provisions of this section shall become a part of the assessment herein and subject to collection in the same manner as assessments.

F. Time and Manner for Collecting Assessments
The SCTID assessment will be implemented beginning July 1, 2026, or as soon as possible thereafter, and ending five (5) years from its start date. The City will be responsible for collecting the assessment on a monthly basis (including any interest and overdue charges) from each assessed lodging business.

The City shall take all reasonable efforts to collect the assessments from each assessed lodging business. The City shall forward the assessments collected to the Owners’ Association. Unless the City otherwise provides by ordinance, resolution or written policy, assessments will be collected in the same manner, and at the same time, as City transient occupancy taxes.

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21 VI. GOVERNANCE

A. Owners’ Association
The City Council, through adoption of this Plan, has the right, pursuant to Streets and Highways Code §36651, to identify the body that shall implement the proposed program, which shall be the Owners’ Association of the SCTID as defined in Streets and Highways Code §36612. The City Council has determined that Silicon Valley/Santa Clara DMO, Inc. dba Discover Santa Clara® will continue to serve as the Owners’ Association for the SCTID.

B. Brown Act and California Public Records Act Compliance An Owners’ Association is a private entity and may not be considered a public entity for any purpose, nor may its Board members or staff be considered to be public officials for any purpose. The Owners’ Association is, however, subject to government regulations relating to transparency, namely the Ralph M. Brown Act and the California Public Records Act when acting in that capacity. These regulations are designed to promote public accountability. The Owners’ Association acts as a legislative body under the Ralph M. Brown Act (Government Code §54950 et seq.). Thus, meetings of the Board and certain committees must be held in compliance with the public notice and other requirements of the Brown Act. Accordingly, the Owners’ Association shall publicly report any action taken and the vote or abstention on that action of each member pre sent for the action. The Owners’ Association is also subject to the record keeping and disclosure requirements of the California Public Records Act.

Accordingly, the Owners’ Association shall publicly report any action taken and the vote or abstention on that action of each member present for the action.

C. Annual Report
The DMO shall present an annual report at the end of each year of operation to the City Council pursuant to Streets and Highways Code §36650 (see Appendix 1). The annual report shall include:
• Any proposed changes in the boundaries of the improvement district or in any benefit zones or classification of businesses within the district.
• The improvements and activities to be provided for that fiscal year. • An estimate of the cost of providing the improvements and the activities for that fiscal year. • The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year.
• The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.
• The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.

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22 APPENDIX 1 – LAW

CURRENT THROUGH CH. 790 OF THE LEGISLATION FROM THE 2025-2026 REGULAR SESSION, EFFECTIVE AS OF OCTOBER 13, 2025

STREETS AND HIGHWAYS CODE
DIVISION 18. PARKING
PART 7. PROPERTY AND BUSINESS IMPROVEMENT DISTRICT LAW OF 1994

CHAPTER 1. General Provisions

ARTICLE 1. Declarations
36600. Citation of part

This part shall be known and may be cited as the “Property and Business Improvement District Law of 1994.”

36601. Legislative findings and declarations; Legislative guidance

The Legislature finds and declares all of the following:
(a) Businesses located and operating within business districts in some of this state’s communities are economically disadvantaged, are underutilized, and are unable to attract customers due to inadequate facilities, services, and activities in the business districts. (b) It is in the public interest to promote the economic revitalization and physical maintenance of business districts in order to create jobs, attract new businesses, and prevent the erosion of the business districts. (c) It is of particular local benefit to allow business districts to fund business related improvements, maintenance, and activities through the levy of assessments upon the businesses or real property that receive benefits from those improvements.
(d) Assessments levied for the purpose of conferring special benefit upon the real property or a specific benefit upon the businesses in a business district are not taxes for the general benefit of a city, even if property, businesses, or persons not assessed receive incidental or collateral effects that benefit them. (e) Property and business improvement districts formed throughout this state have conferred special benefits upon properties and businesses within their districts and have made those properties and businesses more useful by providing the following benefits:
(1) Crime reduction. A study by the Rand Corporation has confirmed a 12-percent reduction in the incidence of robbery and an 8-percent reduction in the total incidence of violent crimes within the 30 districts studied.
(2) Job creation.
(3) Business attraction.
(4) Business retention.
(5) Economic growth.
(6) New investments.
(f) With the dissolution of redevelopment agencies throughout the state, property and business improvement districts have become even more important tools with which communities can combat blight, promote economic opportunities, and create a clean and safe environment. (g) Since the enactment of this act, the people of California have adopted Proposition 218, which added Article XIII D to the Constitution in order to place certain requirements and restrictions on the formation of, and activities, expenditures, and assessments by property-based districts. Article XIII D of the Constitution provides that property-based districts may only levy assessments for special benefits. (h) The act amending this section is intended to provide the Legislature’s guidance with regard to this act, its interaction with the provisions of Article XIII D of the Constitution, and the determination of special benefits in property-based districts.
(1) The lack of legislative guidance has resulted in uncertainty and inconsistent application of this act, which discourages the use of assessments to fund needed improvements, maintenance, and activities in property-based districts, contributing to blight and other underutilization of property. (2) Activities undertaken for the purpose of conferring special benefits upon property to be assessed inherently produce incidental or collateral effects that benefit property or persons not assessed. Therefore, for special benefits to exist as a separate and distinct category from general

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23 benefits, the incidental or collateral effects of those special benefits are inherently part of those special benefits. The mere fact that special benefits produce incidental or collateral effects that benefit property or persons not assessed does not convert any portion of those special benefits or their incidental or collateral effects into general benefits. (3) It is of the utmost importance that property-based districts created under this act have clarity regarding restrictions on assessments they may levy and the proper determination of special benefits. Legislative clarity with regard to this act will provide districts with clear instructions and courts with legislative intent regarding restrictions on property-based assessments, and the manner in which special benefits should be determined.

36602. Purpose of part

The purpose of this part is to supplement previously enacted provisions of law that authorize cities to levy assessments within property and business improvement districts, to ensure that those assessments conform to all constitutional requirements and are determined and assessed in accordance with the guidance set forth in this act.

This part does not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes.

36603. Preemption of authority or charter city to adopt ordinances levying assessments

Nothing in this part is intended to preempt the authority of a charter city to adopt ordinances providing for a different method of levying assessments for similar or additional purposes from those set forth in this part. A property and business improvement district created pursuant to this part is expressly exempt from the provisions of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (Division 4 (commencing with Section 2800)).

36603.5. Part prevails over conflicting provisions

Any provision of this part that conflicts with any other provision of law shall prevail over the other provision of law, as to districts created under this part.

36604. Severability

This part is intended to be construed liberally and, if any provision is held invalid, the remaining provisions shall remain in full force and effect. Assessments levied under this part are not special taxes.

ARTICLE 2. Definitions

36606. “Activities”

“Activities” means, but is not limited to, all of the following that benefit businesses or real property in the district:
(a) Promotion of public events.
(b) Furnishing of music in any public place.
(c) Promotion of tourism within the district.
(d) Marketing and economic development, including retail retention and recruitment. (e) Providing security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the municipality. (f) Other services provided for the purpose of conferring special benefit upon assessed real property or specific benefits upon assessed businesses located in the district.

36606.5. “Assessment”

“Assessment” means a levy for the purpose of acquiring, constructing, installing, or maintaining improvements and providing activities that will provide certain benefits to properties or businesses located within a property and business improvement district.

36607. “Business”

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24 “Business” means all types of businesses and includes financial institutions and professions.

36608. “City”

“City” means a city, county, city and county, or an agency or entity created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code, the public member agencies of which includes only cities, counties, or a city and county, or the State of California.

36609. “City council”

“City council” means the city council of a city or the board of supervisors of a county, or the agency, commission, or board created pursuant to a joint powers agreement and which is a city within the meaning of this part.

36609.4. “Clerk”

“Clerk” means the clerk of the legislative body.

36609.5. “General benefit”

“General benefit” means, for purposes of a property-based district, any benefit that is not a “special benefit” as defined in Section 36615.5.

36610. “Improvement”

“Improvement” means the acquisition, construction, installation, or maintenance of any tangible property with an estimated useful life of five years or more including, but not limited to, the following:
(a) Parking facilities.
(b) Benches, booths, kiosks, display cases, pedestrian shelters and signs. (c) Trash receptacles and public restrooms.
(d) Lighting and heating facilities.
(e) Decorations.
(f) Parks.
(g) Fountains.
(h) Planting areas.
(i) Closing, opening, widening, or narrowing of existing streets. (j) Facilities or equipment, or both, to enhance security of persons and property within the district. (k) Ramps, sidewalks, plazas, and pedestrian malls.
(l) Rehabilitation or removal of existing structures.

36611. “Management district plan”; “Plan”

“Management district plan” or “plan” means a proposal as defined in Section 36622.

36612. “Owners’ association”

“Owners’ association” means a private nonprofit entity that is under contract with a city to administer or implement improvements, maintenance, and activities specified in the management district plan. An owners’ association may be an existing nonprofit entity or a newly formed nonprofit entity. An owners’ association is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose. Notwithstanding this section, an owners’ association shall comply with the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code), at all times when matters within the subject matter of the district are heard, disc ussed, or deliberated, and with the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code), for all records relating to activities of the district.

36614. “Property”

“Property” means real property situated within a district.

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25 36614.5. “Property and business improvement district”; “District”

“Property and business improvement district,” or “district,” means a property and business improvement district established pursuant to this part.

36614.6. “Property-based assessment”

“Property-based assessment” means any assessment made pursuant to this part upon real property.

36614.7. “Property-based district”

“Property-based district” means any district in which a city levies a property-based assessment.

36615. “Property owner”; “Business owner”; “Owner”

“Property owner” means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the b usiness owner shall be sufficient.

36615.5. “Special benefit”

(a) “Special benefit” means, for purposes of a property-based district, a particular and distinct benefit over and above general benefits conferred on real property located in a district or to the public at large. Special benefit includes incidental or collateral effects that arise from the improvements, maintenance, or activities of property-based districts even if those incidental or collateral effects benefit property or persons not assessed. Special benefit excludes general enhancement of property value .

(b) “Special benefit” also includes, for purposes of a property-based district, a particular and distinct benefit provided directly to each assessed parcel within the district. Merely because parcels throughout an assessment district share the same special benefits does not make the benefits general.

36616. “Tenant”

“Tenant” means an occupant pursuant to a lease of commercial space or a dwelling unit, other than an owner.

ARTICLE 3. Prior Law

36617. Alternate method of financing certain improvements and activities; Effect on other provisions

This part provides an alternative method of financing certain improvements and activities. The provisions of this part shall not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes. Every improvement area established pursuant to the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500) of this division) is valid and effective and is unaffected by this part.

CHAPTER 2. Establishment

36620. Establishment of property and business improvement district

A property and business improvement district may be established as provided in this chapter.

36620.5. Requirement of consent of city council

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26 A county may not form a district within the territorial jurisdiction of a city without the consent of the city council of that city. A city may not form a district within the unincorporated territory of a county without the consent of the board of supervisors of that county. A city may not form a district within the territorial jurisdiction of another city without the consent of the city council of the other city.

36621. Initiation of proceedings; Petition of property or business owners in proposed district

(a) Upon the submission of a written petition, signed by the property or business owners in the proposed district who will pay more than 50 percent of the assessments proposed to be levied, the city council may initiate proceedings to form a district by the adoption of a resolution expressing its intention to form a district. The amount of assessment attributable to property or a business owned by the same property or business owner that is in excess of 40 percent of the amount of all assessments proposed t o be levied, shall not be included in determining whether the petition is signed by property or business owners who will pay more than 50 percent of the total amount of assessments proposed to be levied. (b) The petition of property or business owners required under subdivision (a) shall include a summary of the management district plan. That summary shall include all of the following:
(1) A map showing the boundaries of the district.
(2) Information specifying where the complete management district plan can be obtained. (3) Information specifying that the complete management district plan shall be furnished upon request.
(c) The resolution of intention described in subdivision (a) shall contain all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property or businesses within the district, a statement as to whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements do not need to be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities, and the location and extent of the proposed district. (2) A time and place for a public hearing on the establishment of the property and business improvement district and the levy of assessments, which shall be consistent with the requirements of Section 36623.

36622. Contents of management district plan

The management district plan shall include, but is not limited to, all of the following:
(a) If the assessment will be levied on property, a map of the district in sufficient detail to locate each parcel of property and, if businesses are to be assessed, each business within the district. If the assessment will be levied on businesses, a map that identifies the district boundaries in sufficient detail to allow a business owner to reasonably determine whether a business is located within the district boundaries. If the assessment will be levied on property and businesses, a map of the district in sufficient detail to locate each parcel of property and to allow a business owner to reasonably determine whether a business is located within the district boundaries.
(b) The name of the proposed district.
(c) A description of the boundaries of the district, including the boundaries of benefit zones, proposed for establishment or extension in a manner sufficient to identify the affected property and businesses included, which may be made by reference to any plan or map that is on file with the clerk. The boundaries of a proposed property assessment district shall not overlap with the boundaries of another existing property assessment district created pursuant to this part. This part does not prohibit the boun daries of a district created pursuant to this part to overlap with other assessment districts established pursuant to other provisions of law, including, but not limited to, the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500)). This part does not prohibit the boundaries of a business assessment district created pursuant to this part to overlap with another business assessment district created pursuant to this part. This part does not prohibit the boundaries of a bus iness assessment district created pursuant to this part to overlap with a property assessment district created pursuant to this part. (d) The improvements, maintenance, and activities proposed for each year of operation of the district and the estimated cost thereof. If the improvements, maintenance, and activities proposed for each year of operation are the same, a description of the first year’s proposed improvements, maintenance, and activities

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27 and a statement that the same improvements, maintenance, and activities are proposed for subsequent years shall satisfy the requirements of this subdivision.
(e) The total annual amount proposed to be expended for improvements, maintenance, or activities, and debt service in each year of operation of the district. If the assessment is levied on businesses, this amount may be estimated based upon the assessment rate. If the total annual amount proposed to be expended in each year of operation of the district is not significantly different, the amount proposed to be expended in the initial year and a statement that a similar amount applies to subsequent years shal l satisfy the requirements of this subdivision.
(f) The proposed source or sources of financing, including the proposed method and basis of levying the assessment in sufficient detail to allow each property or business owner to calculate the amount of the assessment to be levied against their property or business. The plan also shall state whether bonds will be issued to finance improvements.
(g) The time and manner of collecting the assessments.
(h) The specific number of years in which assessments will be levied. In a new district, the maximum number of years shall be five. Upon renewal, a district shall have a term not to exceed 10 years.

Notwithstanding these limitations, a district created pursuant to this part to finance capital improvements with bonds may levy assessments until the maximum maturity of the bonds. The management district plan may set forth specific increases in assessments for each year of operation of the district. (i) The proposed time for implementation and completion of the management district plan. (j) Any proposed rules and regulations to be applicable to the district. (k)
(1) A list of the properties or businesses to be assessed, including the assessor’s parcel numbers for properties to be assessed, and a statement of the method or methods by which the expenses of a district will be imposed upon benefited real property or businesses, in proportion to the benefit received by the property or business, to defray the cost thereof. (2) In a property-based district, the proportionate special benefit derived by each identified parcel shall be determined exclusively in relationship to the entirety of the capital cost of a public improvement, the maintenance and operation expenses of a public improvement, or the cost of the activities. An assessment shall not be imposed on any parcel that exceeds the reasonable cost of the proportional special benefit conferred on that parcel. Only special benefits are assessable, and a property-based district shall separate the general benefits, if any, from the special benefits conferred on a parcel. Parcels within a property-based district that are owned or used by any city, public agency, the State of California, or the United States shall not be exemp t from assessment unless the governmental entity can demonstrate by clear and convincing evidence that those publicly owned parcels in fact receive no special benefit. The value of any incidental, secondary, or collateral effects that arise from the improvements, maintenance, or activities of a property- based district and that benefit property or persons not assessed shall not be deducted from the entirety of the cost of any special benefit or affect the proportionate special benefit derived by each identified parcel.
(3) In a property-based district, properties throughout the district may share the same special benefits. In a district with boundaries that define which parcels are to receive improvements, maintenance, or activities over and above those services provided by the city, the improvements, maintenance, or activities themselves may constitute a special benefit. The city may impose assessments that are less than the proportional special benefit conferred, but shall not impose assessments that exceed the reasonable costs of the proportional special benefit conferred. Because one or more parcels pay less than the special benefit conferred does not necessarily mean that other parcels are assessed more than the reasonable cost of their special benefit. (l) In a property-based district, a detailed engineer’s report prepared by a registered professional engineer certified by the State of California supporting all assessments contemplated by the management district plan.
(m) Any other item or matter required to be incorporated therein by the city council.

36623. Procedure to levy assessment

(a) If a city council proposes to levy a new or increased property assessment, the notice and protest and hearing procedure shall comply with Section 53753 of the Government Code. (b) If a city council proposes to levy a new or increased business assessment, the notice and protest and hearing procedure shall comply with Section 54954.6 of the Government Code, except that notice shall be

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28 mailed to the owners of the businesses proposed to be assessed. A protest may be made orally or in writing by any interested person. Every written protest shall be filed with the clerk at or before the time fixed for the public hearing. The city council may waive any irregularity in the form or content of any written protest. A written protest may be withdrawn in writing at any time before the conclusion of the public hearing. Each written protest shall contain a description of the business in which the per son subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business or the authorized representative. A written protest that does not comply with this section shall not be counted in determining a majority protest.

If written protests are received from the owners or authorized representatives of businesses in the proposed district that will pay 50 percent or more of the assessments proposed to be levied and protests are not withdrawn so as to reduce the protests to less than 50 percent, no further proceedings to levy the pr oposed assessment against such businesses, as contained in the resolution of intention, shall be taken for a period of one year from the date of the finding of a majority protest by the city council. (c) If a city council proposes to conduct a single proceeding to levy both a new or increased property assessment and a new or increased business assessment, the notice and protest and hearing procedure for the property assessment shall comply with subdivision (a), and the notice and protest and hearing procedure for the business assessment shall comply with subdivision (b). If a majority protest is received from either the property or business owners, that respective portion of the assessment shall not be levied. The remaining portion of the assessment may be levied unless the improvement or other special benefit was proposed to be funded by assessing both property and business owners.

36624. Changes to proposed assessments

At the conclusion of the public hearing to establish the district, the city council may adopt, revise, change, reduce, or modify the proposed assessment or the type or types of improvements, maintenance, and activities to be funded with the revenues from the assessments. Proposed assessments may only be revised by reducing any or all of them. At the public hearing, the city council may only make changes in, to, or from the boundaries of the proposed property and business improvement district that will exclude territory that will not benefit from the proposed improvements, maintenance, and activities. Any modifications, revisions, reductions, or changes to the proposed assessment district shall be reflected in the notice and map recorded pursuant to Section 36627.

36625. Resolution of formation

(a) If the city council, following the public hearing, decides to establish a proposed property and business improvement district, the city council shall adopt a resolution of formation that shall include, but is not limited to, all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property, businesses, or both within the district, a statement on whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements need not be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities and the location and extent of the proposed district. (2) The number, date of adoption, and title of the resolution of intention. (3) The time and place where the public hearing was held concerning the establishment of the district.
(4) A determination regarding any protests received. The city shall not establish the district or levy assessments if a majority protest was received.
(5) A statement that the properties, businesses, or properties and businesses in the district established by the resolution shall be subject to any amendments to this part. (6) A statement that the improvements, maintenance, and activities to be conferred on businesses and properties in the district will be funded by the levy of the assessments. The revenue from the levy of assessments within a district shall not be used to provide improvements, maintenance, or activities outside the district or for any purpose other than the purposes specified in the resolution of intention, as modified by the city council at the hearing concerning establishment of the district.

Notwithstanding the foregoing, improvements and activities that must be provided outside the

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
29 district boundaries to create a special or specific benefit to the assessed parcels or businesses may be provided, but shall be limited to marketing or signage pointing to the district. (7) A finding that the property or businesses within the area of the property and business improvement district will be benefited by the improvements, maintenance, and activities funded by the proposed assessments, and, for a property-based district, that property within the district will receive a special benefit.
(8) In a property-based district, the total amount of all special benefits to be conferred on the properties within the property-based district.
(b) The adoption of the resolution of formation and, if required, recordation of the notice and map pursuant to Section 36627 shall constitute the levy of an assessment in each of the fiscal years referred to in the management district plan.

36627. Notice and assessment diagram

Following adoption of the resolution establishing district assessments on properties pursuant to Section 36625, the clerk shall record a notice and an assessment diagram pursuant to Section 3114. No other provision of Division 4.5 (commencing with Section 3100) applies to an assessment district created pursuant to this part.

36628. Establishment of separate benefit zones within district; Categories of businesses

The city council may establish one or more separate benefit zones within the district based upon the degree of benefit derived from the improvements or activities to be provided within the benefit zone and may impose a different assessment within each benefit zone. If the assessment is to be levied on businesses, the city council may also define categories of businesses based upon the degree of benefit that each will derive from the improvements or activities to be provided within the district and may impose a different assessment or rate of assessment on each category of business, or on each category of business within each zone.

36628.5. Assessments on businesses or property owners

The city council may levy assessments on businesses or on property owners, or a combination of the two, pursuant to this part. The city council shall structure the assessments in whatever manner it determines corresponds with the distribution of benefits from the proposed improvements, maintenance, and activities, provided that any property - based assessment conforms with the requirements set forth in paragraph (2) of subdivision (k) of Section 36622.

36629. Provisions and procedures applicable to benefit zones and business categories

All provisions of this part applicable to the establishment, modification, or disestablishment of a property and business improvement district apply to the establishment, modification, or disestablishment of benefit zones or categories of business. The city council shall, to establish, modify, or disestablish a benefit zone or category of business, follow the procedure to establish, modify, or disestablish a property and business improvement district.

36630. Expiration of district; Creation of new district

If a property and business improvement district expires due to the time limit set pursuant to subdivision (h) of Section 36622, a new management district plan may be created and the district may be renewed pursuant to this part.

CHAPTER 3. Assessments

36631. Time and manner of collection of assessments; Delinquent payments

The collection of the assessments levied pursuant to this part shall be made at the time and in the manner set forth by the city council in the resolution levying the assessment. Assessments levied on real property may be collected at the same time and in the same manner as for the ad valorem property tax, and may provide for the same lien priority and penalties for delinquent payment. All delinquent payments for assessments levied pursuant to this part may be charged interest and penalties.

SCTID MANAGEMENT DISTRICT PLAN
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30 36632. Assessments to be based on estimated benefit; Classification of real property and businesses; Exclusion of residential and agricultural property

(a) The assessments levied on real property pursuant to this part shall be levied on the basis of the estimated benefit to the real property within the property and business improvement district. The city council may classify properties for purposes of determining the benefit to property of the improvements and activities provided pursuant to this part.
(b) Assessments levied on businesses pursuant to this part shall be levied on the basis of the estimated benefit to the businesses within the property and business improvement district. The city council may classify businesses for purposes of determining the benefit to the businesses of the improvements and activities provided pursuant to this part.
(c) Properties zoned solely for residential use, or that are zoned for agricultural use, are conclusively presumed not to benefit from the improvements and service funded through these assessments, and shall not be subject to any assessment pursuant to this part.

36633. Time for contesting validity of assessment

The validity of an assessment levied under this part shall not be contested in an action or proceeding unless the action or proceeding is commenced within 30 days after the resolution levying the assessment is adopted pursuant to Section 36625. An appeal from a final judgment in an action or proceeding shall be perfected within 30 days after the entry of judgment.

36634. Service contracts authorized to establish levels of city services

The city council may execute baseline service contracts that would establish levels of city services that would continue after a property and business improvement district has been formed.

36635. Request to modify management district plan

The owners’ association may, at any time, request that the city council modify the management district plan. Any modification of the management district plan shall be made pursuant to this chapter.

36636. Modification of plan by resolution after public hearing; Adoption of resolution of intention

(a) Upon the written request of the owners’ association, the city council may modify the management district plan after conducting one public hearing on the proposed modifications. The city council may modify the improvements and activities to be funded with the revenue derived from the levy of the assessments by adopting a resolution determining to make the modifications after holding a public hearing on the proposed modifications. If the modification includes the levy of a new or increased assessment, the city council shall comply with Section 36623. Notice of all other public hearings pursuant to this section shall comply with both of the following:
(1) The resolution of intention shall be published in a newspaper of general circulation in the city once at least seven days before the public hearing.
(2) A complete copy of the resolution of intention shall be mailed by first class mail, at least 10 days before the public hearing, to each business owner or property owner affected by the proposed modification.
(b) The city council shall adopt a resolution of intention which states the proposed modification prior to the public hearing required by this section. The public hearing shall be held not more than 90 days after the adoption of the resolution of intention.

36637. Reflection of modification in notices recorded and maps

Any subsequent modification of the resolution shall be reflected in subsequent notices and maps recorded pursuant to Division 4.5 (commencing with Section 3100), in a manner consistent with the provisions of Section 36627.

36638. Assessment as government imposed fee on Civ C § 1770 transaction

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31 (a) A business assessment pursuant to this part is a fee imposed by a government on the transaction for purposes of paragraph (29) of subdivision (a) of Section 1770 of the Civil Code. (b) This section shall become operative on July 1, 2024.

CHAPTER 3.5. Financing

36640. Bonds authorized; Procedure; Restriction on reduction or termination of assessments

(a) The city council may, by resolution, determine and declare that bonds shall be issued to finance the estimated cost of some or all of the proposed improvements described in the resolution of formation adopted pursuant to Section 36625, if the resolution of formation adopted pursuant to that section provides for the issuance of bonds, under the Improvement Bond Act of 1915 (Division 10 (commencing with Section 8500)) or in conjunction with Marks-Roos Local Bond Pooling Act of 1985 (Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code). Either act, as the case may be, shall govern the proceedings relating to the issuance of bonds, although proceedings under the Bond Act of 1915 may be modified by the city council as necessary to accommodate assessments levied upon business pursuant to this part. (b) The resolution adopted pursuant to subdivision (a) shall generally describe the proposed improvements specified in the resolution of formation adopted pursuant to Section 36625, set forth the estimated cost of those improvements, specify the number of annual installments and the fiscal years during which they are to be collected. The amount of debt service to retire the bonds shall not exceed the amount of revenue estimated to be raised from assessments over 30 years.
(c) Notwithstanding any other provision of this part, assessments levied to pay the principal and interest on any bond issued pursuant to this section shall not be reduced or terminated if doing so would interfere with the timely retirement of the debt.

CHAPTER 4. Governance

36650. Report by owners’ association; Approval or modification by city council

(a) The owners’ association shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvements, maintenance, and activities described in the report. The owners’ association’s first report shall be due after the first year of operation of the district. The report may propose changes, including, but not limited to, the boundaries of the property and business improvement district or any benefit zones within the district, the basis and method of levying the assessments, and any changes in the classification of property, including any categories of business, if a classification is used.
(b) The report shall be filed with the clerk and shall refer to the property and business improvement district by name, specify the fiscal year to which the report applies, and, with respect to that fiscal year, shall contain all of the following information:
(1) Any proposed changes in the boundaries of the property and business improvement district or in any benefit zones or classification of property or businesses within the district. (2) The improvements, maintenance, and activities to be provided for that fiscal year. (3) An estimate of the cost of providing the improvements, maintenance, and activities for that fiscal year.
(4) The method and basis of levying the assessment in sufficient detail to allow each real property or business owner, as appropriate, to estimate the amount of the assessment to be levied against his or her property or business for that fiscal year.
(5) The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.
(6) The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.
(c) The city council may approve the report as filed by the owners’ association or may modify any particular contained in the report and approve it as modified. Any modification shall be made pursuant to Sections 36635 and 36636.

The city council shall not approve a change in the basis and method of levying assessments that would impair an authorized or executed contract to be paid from the revenues derived from the levy of

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
32 assessments, including any commitment to pay principal and interest on any bonds issued on behalf of the district.

36651. Designation of owners’ association to provide improvements, maintenance, and activities

The management district plan may, but is not required to, state that an owners’ association will provide the improvements, maintenance, and activities described in the management district plan. If the management district plan designates an owners’ association, the city shall contract with the designated nonprofit corporation to provide services.

CHAPTER 5. Renewal

36660. Renewal of district; Transfer or refund of remaining revenues; District term limit

(a) Any district previously established whose term has expired, or will expire, may be renewed by following the procedures for establishment as provided in this chapter. (b) Upon renewal, any remaining revenues derived from the levy of assessments, or any revenues derived from the sale of assets acquired with the revenues, shall be transferred to the renewed district. If the renewed district includes additional parcels or businesses not included in the prior district, the remaining revenues shall be spent to benefit only the parcels or businesses in the prior district. If the renewed district does not include parcels or businesses included in the prior district, the remaini ng revenues attributable to these parcels shall be refunded to the owners of these parcels or businesses. (c) Upon renewal, a district shall have a term not to exceed 10 years, or, if the district is authorized to issue bonds, until the maximum maturity of those bonds. There is no requirement that the boundaries, assessments, improvements, or activities of a renewed district be the same as the original or prior district.

CHAPTER 6. Disestablishment

36670. Circumstances permitting disestablishment of district; Procedure

(a) Any district established or extended pursuant to the provisions of this part, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the city council in either of the following circumstances:
(1) If the city council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment.
(2) During the operation of the district, there shall be a 30-day period each year in which assessees may request disestablishment of the district. The first such period shall begin one year after the date of establishment of the district and shall continue for 30 days. The next such 30-day period shall begin two years after the date of the establishment of the district. Each successive year of operation of the district shall have such a 30-day period. Upon the written petition of the owners or authorized representatives of real property or the owners or authorized representatives of businesses in the district who pay 50 percent or more of the assessments levied, the city council shall pass a resolution of intention to disestablish the district. The city cou ncil shall notice a hearing on disestablishment.
(b) The city council shall adopt a resolution of intention to disestablish the district prior to the public hearing required by this section. The resolution shall state the reason for the disestablishment, shall state the time and place of the public hearing, and shall contain a proposal to dispose of any assets acquired with the revenues of the assessments levied within the property and business improvement district. The notice of the hearing on disestablishment required by this section shall be given by m ail to the property owner of each parcel or to the owner of each business subject to assessment in the district, as appropriate. The city shall conduct the public hearing not less than 30 days after mailing the notice to the property or business owners. The public hearing shall be held not more than 60 days after the adoption of the resolution of intention.

36671. Refund of remaining revenues upon disestablishment or expiration without renewal of district; Calculation of refund; Use of outstanding revenue collected after disestablishment of district

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33 (a) Upon the disestablishment or expiration without renewal of a district, any remaining revenues, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, or from bond reserve or construction funds, shall be refunded to the owners of the property or businesses then located and operating within the district in which assessments were levied by applying the same method and basis that was used to calculate the assessments levied in the fiscal year in which the district is disestablished or expires. All outstanding assessment revenue collected after disestablishment shall be spent on improvements and activities specified in the management district plan. (b) If the disestablishment occurs before an assessment is levied for the fiscal year, the method and basis that was used to calculate the assessments levied in the immediate prior fiscal year shall be used to calculate the amount of any refund.

SCTID MANAGEMENT DISTRICT PLAN
APRIL 21, 2026
34 APPENDIX 2 – ASSESSED BUSINESSES*

SCTID Hotels Address City State
Zip
Code
AC Hotel Santa Clara 2970 Lakeside Drive Santa Clara CA 95054 Avatar Hotel Santa Clara a
Tapestry Collection by Hilton
4200 Great America
Parkway Santa Clara CA 95054
Delta Hotel by Marriott - Santa
Clara Silicon Valley 2151 Laurelwood Road Santa Clara CA 95054 Element Santa Clara 1950 Wyatt Drive Santa Clara CA 95054 Embassy Suites Santa Clara -
Silicon Valley 2885 Lakeside Drive Santa Clara CA 95054 Hilton Santa Clara
4949 Great America
Parkway Santa Clara CA 95054
Hyatt House Santa Clara 3915 Rivermark Plaza Santa Clara CA 95054 Hyatt Regency
5101 Great America
Parkway Santa Clara CA 95054
Marriott Santa Clara
2700 Mission College
Blvd Santa Clara CA 95054
Hyatt Centric Silicon Valley 3100 Lakeside Drive Santa Clara CA 95054 TownePlace by Marriott 2877 Lakeside Drive Santa Clara CA 95054 *Jurisdiction list as of April 16, 2026

Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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AGREEMENT TO ADMINISTER

THE SANTA CLARA TOURISM IMPROVEMENT DISTRICT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
SILICON VALLEY/SANTA CLARA DMO, INC.

PREAMBLE
This Agreement is entered into as of July 1, 2026 (“Effective Date”) by and between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Silicon Valley/Santa Clara DMO, Inc., a California non- profit mutual benefit corporation ("Corporation"), acting as the Owners Association pursuant to Section 36651 of the California Streets and Highways Code, for the administration of the Santa Clara Tourism Improvement District, for the purpose of conveying special benefits to lodging businesses assessed as part of the Santa Clara Tourism Improvement District. City and Corporation may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. On May 25, 2021, the Santa Clara City Council ("City Council") acting pursuant to the Property and Business Improvement Act of 1994, Sections 36600, et seq., of the California Streets and Highways Code (“Act”), adopted Resolution No. 21-8964 (“Establishment Resolution”), which established the Santa Clara Tourism Improvement District (“SCTID”) and levied assessment on the lodging businesses within the SCTID (“SCTID Hotels”).

B. On June 23, 2026, the City Council, adopted Resolution No. [Insert] ("Renewal Resolution"), which renewed the SCTID and levied assessment on the SCTID Hotels.

C. The assessments levied and collected by the City shall be used only for the purposes set forth in the Renewal Resolution, which incorporates by reference the Management District Plan (as defined below).

D. The services and activities to be performed by the Corporation are of a supplemental nature, such that were it not for the establishment of the SCTID, the supplemental services could not or would not be performed by City or by City employees, and such that the interests of City are better served by an agreement with the Corporation than by the performance or attempted performance of such supplemental services and activities by City.

E. The City Council has authorized the City Manager's Office to execute and administer this Agreement with the Corporation to administer the SCTID.

F. The Parties have specified herein the terms and conditions under which such services will be provided.

AGREEMENT TERMS AND CONDITIONS

Now, therefore, in consideration of the above Recitals and the mutual covenants contained herein, the Parties agree as follows:

1. AGREEMENT DOCUMENTS

1.1. The documents forming the entire Agreement between City and Corporation shall 1111
Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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consist of these Terms and Conditions and the following Exhibit s, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Insurance Requirements
Exhibit B - Santa Clara Convention Center Booking Policy Guidelines Exhibit C - Santa Clara Tourism Improvement District Management District Plan, dated April 21, 2026 (“Management District Plan”) .

1.2. This Agreement, including the Exhibits set forth above, contain 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 terms and conditions in the body of the Agreement and the Exhibits referenced in Section 1.1, the terms and conditions in the body of this Agreement shall govern and control, except that in the event of a direct conflict with Exhibit C (Management District Plan), the requirements of the Management District Plan shall control.

2. TERM OF AGREEMENT

2.1. Term. T he term of this Agreement shall begin on the Effective Date and shall terminate on June 30, 2031.

2.2. No Automatic Renewals. There shall be no automatic renewal of this Agreement upon the expiration of the Term.

2.3. Operating Year. The SCTID's operating year shall mean each 12-month period of time during the Term beginning on July 1 and ending on June 30 ("Operating Year").

3. CORPORATION RESPONSIBILITES

3.1. Program Implementation and Operation. Corporation shall be responsible for developing, implementing, directing, and operating SCTID programs, improvements or activities as described in the Management District Plan (Exhibit C). Corporation understands and expressly agrees that it will comply with all applicable laws and regulations and maintain its non- profit status throughout the Term of this Agreement.

3.2. Corporation Performance Measurement and Strategic Key Performance Indicators. Corporation will continue to actively pursue and support citywide group business, including larger convention opportunities. City acknowledges that Corporation’s scope of work extends beyond any single market segment or booking outcome and requires strategi c flexibility to respond to evolving market conditions, competitive dynamics, and long- term positioning of the SCTID Hotels and the geographical area of the City and neighboring Silicon Valley as a desired and sought after destination.

The Corporation’s Board of Directors will be delegated the authority to establish and adopt annual Key Performance Indicators (“KPIs”) that measure Corporation’s effectiveness in driving overall economic impact and return on investment from SCTID funding. These KPIs will acknowledge the Corporation’s influence across sales, marketing, and operations while Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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also addressing other strategic focus areas identified by the Board as critical to the Corporation’s success. KPIs may include both quantitative and qualitative measures and will be reviewed and approved by the Board annually to ensure they remain relevant, disciplined, and reflective of the Corporation’s strategic priorities.

3.3. Program and Budget Reports. Corporation shall prepare and submit to the City an annual report for each year for which Assessments are to be levied and collected by the City. Corporation shall submit to the City the various applicable SCTID program reports, including the following:

A. Board Meeting Packets. Corporation shall submit to City copies of Board meeting packets for meetings at which SCTID programs, improvements and activities; KPI performance, or statistical and financial data, including, but not limited to, budget- to-actual comparison, are discussed. The Board Meeting Packets shall be submitted to the City Manager’s Office on a monthly basis.

B. Annual Audit Report. Corporation shall prepare and submit to the City Manager's Office and file with the City Clerk's Office, an annual audit report (“Annual Report”) for each Operating Year for which Assessments are to be levied and collected. The Annual Report shall be prepared in accordance with Section 36650 of the Streets & Highways Code and shall contain all items required by said Section. The Annual Report shall be submitted and filed within one hundred twenty (120) days after the end of the Operating Year, or within any such longer time period as may be reasonably requested by the Corporation and approved by the City in its reasonable discretion. The Corporation shall also present the Annual Report at the end of each Operating Year to the City Council, and the City Council may approve the report as filed by the Corporation or, after consultation with the Corporation, may modify any particular section contained in the report and approve it as modified. Any modification shall be made after conducting the proceedings required by Sections 36635 and 36636 of the Streets and Highways Code.

3.4. Audits.

A. Financial Statement Audit. Within one hundred fifty (150) days after the end of each Operating Year, or as otherwise approved by the City Manager in their sole discretion , Corporation agrees to provide the City a certified audited financial statement and management's report on internal control over financial reporting on the accounts and records as kept by the Corporation. Costs associated with obtaining such certified audit report shall be a Corporation expense, which expense shall be permitted to be included in Corporation's Annual Budget that is approved by the Corporation’s Board of Directors . The financial statement audit shall be performed by an external auditor approved by the City, such approval not to be unreasonably withheld or delayed, and shall be conducted in accordance with generally accepted auditing standards.

B. Agreed Upon Procedure Report: Corporation shall retain an external auditor approved by the Board of Directors and acceptable to the City in its sole discretion, to conduct an audit of the SCTID Hotels and prepare an Agreed Upon Procedure (AUP) Report to validate the SCTID assessment collection amount, calculation, and timely remittance to the City. The AUP shall be submitted to the Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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City within one hundred fifty (150) days after the end of each Operating Year, or as otherwise approved by the City Manager, along with the Financial Statement Audit. Costs associated with retaining the external auditor and preparing the AUP Report shall be a Corporation operating expense, which expense shall be permitted to be included in the Annual Budget that is approved by the Corporation’s Board of Directors.

C. Performance Audit. City (through its Director of Finance or other authorized officer or designee) may also cause, at its own expense, a Performance Audit to be conducted and completed by a performance auditor (the person or firm so selected referred to herein as the "Auditor") or by the City Auditor. The Performance Audit shall assess Corporation's performance during the previous Operating Year. A draft report of the Performance Audit shall be made available for comment by City and Corporation prior to completion of the audit. The Performance Audit will include any p erformance measures agreed each year as part of the budget process.

3.5. Program Coordination. Corporation shall render services described in Section 3.1 ("Services") in accordance with the Management District Plan and the terms of this Agreement and shall cooperate with the City Manager's Office in the execution of the Management District Plan and this Agreement.

3.6. Support Services. Corporation assumes responsibility for the contracting of support services as required and paying for all such direct and indirect expenses as may be necessary for the timely completion the Services. Any obligations or expenditures for items not budgeted in Corporation's Annual Budget (as it may be revised or updated from time to time) shall not be paid through assessments collected for the SCTID, unless approved by the Corporation ’s Board of Directors . In administering subcontracts as necessary for providing SCTID programs, improvements or activities, Corporation shall comply with all applicable State, County and City laws and regulations.

3.7. Procurement of Goods and Services. Corporation shall follow best procurement practices in the purchase of goods and services that are paid for through this Agreement.

The term "best procurement practices" shall entail Corporation acting in a commercially reasonable manner in: ( I) implementing and maintaining responsible management and oversight so as to manage its procurement contracts fairly and effectively, (ii) considering factors such as the requirements of Corporation's business operations, alternatives, timing, supply strategy and total life cycle costs of the good or service when evaluating vendors' submissions, (iii) providing all qualified vendors with fair access so as to avoid conflict of interest, and to choose the successful vendor through a fair and non- discriminatory process, (iv) assuring that it is receiving quality service and goods at the right place and time, and (v) otherwise promoting integrity, professionalism, accountability, transparency, compliance to internally articulated requirements, and continuous improvement.

To the maximum extent possible, Corporation shall provide economic opportunities to the City's local businesses and vendors through the Corporation's procurement of goods and services, and actively market, promote and disseminate information to City businesses and vendors with regard to the Corporation's procurement policies (in an effort to provide increased competition and awareness to City businesses and vendors of future bids, Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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proposals, and other procurement opportunities issued by the Corporation). Corporation shall report such efforts to City when reasonably requested by the City.

3.8. Budget. Each program, improvement or activity specified in the Management District Plan, and as described in section 36622 of the Act, or the Annual Report, shall be implemented by Corporation. Corporation and City agree that amounts shown in the Management District Plan or the Annual Reports were the best estimates of the cost of those programs, improvements, or activities at the time those estimates were made.

Deviations from those estimates may be anticipated and made by mutual agreement of the Parties and subsequent update to Corporation's Annual Budget. City and Corporation also agree that the programs, improvements, and activities may not be completed within the year budgeted, given normal delays that can be expected in these types of programs.

Corporation will use all commercially reasonable efforts to implement and complete all programs, improvements and activities specified in the Management District Plan. If Corporation decides to make any material changes to the Management District Plan, Corporation will request City Council authorization to make said modifications pursuant to Sections 36635 and 36636 of the Act. In no event may Corporation spend more than the total amount actually collected pursuant to collection rate in the Management District Plan for any given year, including delinquent payments, interest income, and rollover funds, without City Manager's Office or City Council approval.

3.9. DMO Board of Director Composition & Management. Corporation’s Board of Directors shall serve as the authoritative body responsible for identifying, interviewing, and making decisions regarding the composition of the Board. A majority of the voting members of the Corporation’s Board of Directors shall be representatives of SCTID Hotels. The Board will seek to ensure a thoughtful and diverse representation of the community, industry, and business leadership. The City shall be represented on the Board through an Ex -Officio, non-voting advisory position. This advisor shall be designated by the City Manager.

4. CITY RESPONSIBILITES
The City Manager's Office may assist with the resolution of any discrepancies in individual Assessment amounts, calculations, or benefits. The City reserves the right to:

4.1. Make reasonable efforts to effect the timely collection of the SCTID assessment on a monthly basis, including City assessments and direct billed assessments ;

4.2. The City shall disburse to Corporation the SCTID assessments within thirty days of collection.

A. The SCTID assessments dispersed to Corpor ation shall be those assessments actually received, less the recoverable City Manager's Office costs, net of any Finance Department charges or City Administration Fees required by Section 7.1 of this Agreement, and less any Overdue Charges or Interest required by Section 7.3 of this Agreement.

B. Notwithstanding, the above, t he City may also withhold either all or some portion of the SCTID assessments collected if: a ) Corporation has failed to maintain records or follow generally accepted accounting principles, b) Agreement with Silicon Valley/Santa Clara DMO, lance. Exhibit A-Insurance Requirements Rev. 06/18/2026

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City Council and Authorities ConcurrentJune 23, 2026

City Council and Authorities Concurrent
June 23, 2026