City Council and Authorities Concurrent
July 7, 2026

City of Santa Clara
Joint Meeting Agenda of the
City Council and Authorities Concurrent &
Santa Clara Stadium Authority Board
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
5:00 PMTuesday, July 7, 2026
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page (https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at https://santaclara.legistar.com/Calendar.aspx All public records relating to an open session
item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Santa Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts, ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document, you may contact the Office of the City Clerk at (408) 615-2220 or [email protected].

City of Santa ClaraCity of Santa Clara Page 1 of 11 Printed on 7/2/2026 Meeting Agenda July 7, 2026
Closed Session - 5:00 PM | Regular Meeting - 7:00 PM
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Confirmation of Quorum

1.A Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City
representatives: Jovan D. Grogan, Aracely Azevedo, Marco Mercado, Ashley Lancaster, Glen Googins and Su Reuter
Employee Organization(s):

Unclassified Fire Management Employees - Unit #9B
26-742

1.B Conference with Legal Counsel - Anticipated Litigation Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
--Facts
and circumstances: Builder’s remedy dispute relating to the property located at 4220 Network Circle, in the City of Santa Clara, as described in attached Tolling Agreement
26-750

1.C Conference with Legal Counsel-Existing Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(1)
City
of Fresno, et al. v. Turner, et al., United States District Court, Northern District of California Case No. 25-cv-07070-RS 26-757

1.D Conference with Legal Counsel-Existing Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(1)
City
of Fresno, et al. v. Noem, et al., United States District Court, Northern District of California Case No. 5:26-cv-01535 26-758
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session (Sparacino Conference Room)
7:00 PM JOINT CITY COUNCIL/STADIUM AUTHORITY BOARD MEETING

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026
Call to Order in the Council Chambers
Pledge of Allegiance and Statement of Values
Roll Call

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate discussion of the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]

2.A Action on the June 9, 2026 Joint City Council and Authorities Concurrent & Santa Clara Stadium Authority Board Meeting and June 15, 2026 Special City Council Meeting Minutes.
26-751
Approve the June 9, 2026 Joint City Council and
Authorities Concurrent & Santa Clara Stadium
Authority Board Meeting and June 15, 2026 Special
City Council Meeting Minutes.

Recommendation:

2.B Board, Commissions and Committee Minutes26-13
Note and file the Minutes of:

Parks & Recreation Commission - May 11, 2026
Cultural Commission - May 4, 2026
Recommendation:

2.C Resolution Authorizing an Ad Valorem Tax Levy to Finance the City’s
2026 General Obligation Bonds Debt Service for Fiscal
Year 2026/27 In the Amount of $22.70 per $100,000 (0.0227%) of Assessed Value in FY 2026/27
26-480
Adopt a Resolution Authorizing an Ad Valorem Tax
Levy Based on a Debt Service Estimate to be
Provided to Santa Clara County Respecting Unsold
General Obligation Bonds for Fiscal Year 2026/27 In
the amount of $22.70 per $100,000 (0.0227%) of
assessed value.

Recommendation:

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

2.D Action to Approve and Authorize the City Manager to Execute Amendments
to Reinstate and Extend Terms of Agreements
with Raftelis Financial Consultants, Inc. and Baker Tilly Advisory Group for Organizational Assessment Services and Increase the Maximum Compensation Amounts to $500,000 and $347,000,
Respectively
26-630

1. Approve and authorize the City Manager or
designee to execute Amendment No. 1 to the
agreement with Raftelis Financial Consultants to
reinstate the agreement, exercise the first of two
one-year options to extend the term through
October 31, 2026, increase the Consultant’s
standard hourly rates, and increase the maximum
compensation by $250,000 for a revised
maximum compensation amount of $500,000,
subject to the appropriation of funds and review
and approval as to form by the City Attorney;

2. Approve and authorize the City Manager or
designee to execute Amendment No. 1 to the
agreement with Baker Tilly Advisory Group to
reinstate the agreement, exercise the first of two
one-year options to extend the term through
December 31, 2026, and increase the maximum
compensation by $97,000 for a revised maximum
compensation amount of $347,000, subject to the
appropriation of funds and review and approval as
to form by the City Attorney; and

3. Authorize the City Manager or designee to take
any actions necessary to implement and
administer the agreements, including exercising
options to extend, and to negotiate and execute
future amendments to (a) add or delete services
associated with the services, (b) adjust rates in
accordance with the rate schedule provisions, and
(c) make de minimis changes, provided that the
maximum compensation amounts are not
exceeded and subject to the appropriation of funds
and review and approval as to form by the City
Attorney.

Recommendation:

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

2.E Action to Authorize the City Manager to Execute Amendments to Agreements
with Moveable, Inc. and TRAFFIK, LLC for Event
Planning and Production Services, to Increase the
Not-to-Exceed Compensation for Moveable, Inc. by $200,000 for a Total Not-to-Exceed Compensation of $550,000 and Increase the Not-to-Exceed Compensation for TRAFFIK, LLC by
$100,000 for a Total Not-to-Exceed Compensation of $350,000 26-725

1. Authorize the City Manager or designee to execute
Amendment No. 2 with Moveable Inc. to increase
the maximum compensation by $200,000 for event
production services, for a revised not-to-exceed
maximum compensation amount of $550,000,
subject to appropriation of funds;

2. Authorize the City Manager or designee to execute
Amendment No. 1 with TRAFFIK, LLC to increase
the maximum compensation by $100,000 for event
production services, for a revised not-to-exceed
maximum compensation amount of $350,000,
subject to appropriation of funds; and

3. Authorize the City Manager or designee to take all
actions necessary to implement and administer
the Agreements with Moveable, Inc. Walk Talkin
International LLC, and TRAFFIK, LLC, including
negotiating and executing future amendments to (i)
add or delete related line item services; (ii)
implement rate adjustments on the terms provided
in Exhibit B, and (iii) make de minimis changes,
provided that the total not-to-exceed maximum
compensation is not exceeded, subject to the
appropriation of funds and review and approval as
to form by the City Attorney.

Recommendation:

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

2.F Action on Award of Public Works Contract for the Bowers Park Parking
Lot Rehabilitation Project to O’Grady Paving, Inc. and
Approval of Related Budget Amendments
26-414

1. Determine that the proposed actions are exempt
from CEQA pursuant to Section 15301 (Existing
Facilities) of Title 14 of California Code of
Regulations;

2. Award the Public Works Contract for the Bowers
Park Parking Lot Rehabilitation Project to the
lowest responsive and responsible bidder,
O’Grady Paving, Inc., in the amount of $1,641,081
and authorize the City Manager to execute any and
all documents associated with and necessary for
the award, completion, and acceptance of this
Project, in final forms approved by the City
Attorney;

3. Authorize the City Manager to execute change
orders up to approximately 15 percent of the
original contract price, or $246,163, for a total
not-to-exceed amount of $1,887,244; and

4. Approve the following FY 2026/27 budget
amendments:
a. In the Electric Operating Grant Trust Fund,
establish a transfer to the Storm Drain Capital
Fund in the amount of $550,900 and reduce
the Greenhouse Gas ending fund balance by
$550,900 (five affirmative Council votes
required for the use of unused balances);
b. In the Parks and Recreation Capital Fund,
establish a transfer to the Storm Drain Capital
Fund in the amount of $1,169,100 and reduce
the Mitigation Fee Act ending fund balance by
$1,169,100 (five affirmative Council votes
required for the use of unused balances);
and
c. In the Storm Drain Capital Fund, recognize
transfers from the Electric Operating Grant
Trust Fund in the amount of $550,900 and from
the Parks and Recreation Capital Fund in the
amount of $1,169,100, and increase the
Bowers Park Parking Lot Rehabilitation project
appropriation by $1,720,000 (five affirmative
Council votes required to appropriate
additional revenue).

Recommendation:

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

2.G Action to Adopt a Resolution Amending the FY 2026/27 Municipal
Fee Schedule to Adjust Rounding under the
Community Development Department’s Building Division and to Amend Fees under the Electric Utility Department
26-700
Adopt a Resolution Amending the FY 2026/27
Municipal Fee Schedule to Adjust Rounding under the
Community Development Department’s Building
Division and to Amend Fees under the Electric Utility
Department Effective Immediately
Recommendation:

2.H Action to Adopt a Resolution Approving and Adopting the Updated
Unclassified Salary Plan for Various Positions
including the Updated Salaries of the Mayor and Council Members and the City Clerk
26-740
Adopt a Resolution to approve the revised
Unclassified/Elected Salary Plan for the positions of
Mayor, City Council Member, and City Clerk which
reflects the salary increase granted by the Salary
Setting Commission, to satisfy the requirements of
California Code of Regulations Section 570.5,
effective July 1, 2026.

Recommendation:

SANTA CLARA STADIUM AUTHORITY BOARD CONSENT CALENDAR

3. Action on Stadium Authority Bills and Claims for the Month of May 2026
26-702
Approve the list of Stadium Authority Bills and Claims
for May 2026.

Recommendation:

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the subject matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

4. Adoption of Resolution Approving the Execution, Delivery and Performance
of a Revolving Credit Agreement with TD Public
Finance, LLC for Capital Costs for the Electric System in the Amount Not-to-Exceed $350,000,000 and Authorizing the
Execution, Delivery and Performance of Related Documents and Certain Other Actions in connection with this Financing 26-352

1. That the City Council by Resolution authorize and
approving the execution, delivery and performance
of Revolving Credit Agreement with TD Public
Finance, LLC in an amount not to exceed
$350,000,000 to provide interim financing for
capital costs of the Electric Utility consistent with
the Capital Improvement Plan, approving the
execution of financing documents and authorizing
certain other related actions consistent with the
financing; and

2. Authorize the City Manager, Director of Finance,
Director of Silicon Valley Power, City Attorney, and
Assistant City Clerk to execute all required
agreements necessary to consummate any of the
transactions contemplated by the agreements and
documents approved under the Resolution and to
make any changes necessary to complete the
financing transaction.

Recommendation:

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

5. Public Hearing: Action to Waive First Reading and, Introduce an Ordinance
Granting a Non-Exclusive Franchise to LS Power
Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects, and Adopt a Resolution Related to the Power the South Bay Project Environmental Impact Report. 26-507

1. Adopt a resolution (1) adopting the Power the
South Bay Project Environmental Impact Report,
prepared by the California Public Utilities
Commission (A.24-05-014; SCH NO.
2024071095); (2) making certain findings as the
responsible agency for purposes of and pursuant
to the provisions of the California Environmental
Quality Act of 1970; and (3) adopting a related
Mitigation Monitoring and Reporting Program and
Construction Impact Mitigation Plan, in connection
with the approval of discretionary actions by the
city necessary for the construction and operation of
the Power the South Bay Project; and

2. Hold a public hearing, waive first reading, and
approve introduction of an ordinance granting a
non-exclusive franchise to LS Power Grid
California, LLC on terms and conditions set forth in
the ordinance for the Power the South Bay and
Power the Valley Connector Projects for the
purpose of transmitting electric service in the
City’s public rights-of-way.

Recommendation:

6. Ongoing Consideration and Possible Action on the Charter Review
Committee’s Recommendation for Placement of a
Comprehensive Charter Update Measure on the November
2026 Ballot, Including Consideration of a Possible Stand-Alone Measure that Would Update the City’s Public Works
Procurement Rules
26-722
Hear the presentation, pose questions, deliberate and
provide direction to staff on desired next steps to
prepare for City Council final action on the CRC’s
proposed Charter Project update at the City Council’s
July 14th meeting.

Recommendation:

REPORTS OF MEMBERS, SPECIAL COMMITTEES AND COUNCILMEMBER 030 REQUESTS

CITY MANAGER/EXECUTIVE DIRECTOR REPORT

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, July 14, 2026 in the City Hall Council Chambers.

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
Meeting Agenda July 7, 2026

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

California Government Code Section 84308, most recently amended by SB 1243, commonly referred to as the "Levine Act," prohibits a local elected official or quasi-judicial appointed official from participating in any action related to a contributor’s contract, license, permit, or use entitlement if he/she/it receives any campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision has been made, from the party, participants, or agents in the proceeding. Parties, Participants or Agents for a proceeding involving a license, permit, or other use entitlement pending before the City Council or a City quasi-judicial body must complete the California Levine Act Disclosure Statement prior to their proceeding.

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) 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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities. Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

Joint Council and Authorities Concurrent &
Stadium Authority Board Meeting
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-742 Agenda Date: 7/7/2026

SUBJECT
Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representatives: Jovan D. Grogan, Aracely Azevedo, Marco Mercado, Ashley Lancaster, Glen Googins and Su Reuter
Employee Organization(s):

Unclassified Fire Management Employees - Unit #9B
City of Santa Clara Printed on 7/2/2026Page 1 of 1
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-750 Agenda Date: 7/7/2026

SUBJECT
Conference with Legal Counsel - Anticipated Litigation
Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
--Facts and circumstances: Builder’s remedy dispute relating to the property located at 4220 Network Circle, in the City of Santa Clara, as described in attached Tolling Agreement City of Santa Clara Printed on 7/2/2026Page 1 of 1
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CONFIDENTIAL SETTLEMENT COMMUNICATION. CALIFORNIA EVIDENCE CODE SECTION 1152
4921-2973-9960 v1 1

EIGHTH AMENDMENT TO TOLLING AGREEMENT
4220 Network Circle
This Eighth Amendment to Tolling Agreement (the “ Eighth Amendment”), dated as of the date all parties sign this Eighth Amendment, is entered into by and among Agnews VOP, LLC, a California limited liability company (the “Applicant”) and the City of Santa Clara, a chartered California municipal corporation (“City”). Applicant and the City are individually referred to herein as a “Party”, and collectively referred to as the “Parties”.

RECITALS
WHEREAS, the Applicant owns and/or is authorized to submit a development application by the owner of those certain real properties totaling approximately 52.9 acres located at 4220 Network Circle, in Santa Clara, California as legally described on Exhibit A (the “Property”); WHEREAS, on September 20, 2023, the Applicant submitted a preliminary application and on September 25, 2023 paid the associated fees for the development of 594 multifamily residential project including 20% low income units (the “Preliminary Application”) pursuant to the provision of the Housing Accountability Act (Gov. Code § 65589.5) (the “ HAA”) known as the Builder’s Remedy (the “BR Project”);
WHEREAS, on October 25, 2023, the City indicated its position that Government Code Section 65589.5, subdivision (d)(5) does not apply to the BR Project; WHEREAS, the Applicant maintains the Preliminary Application vests the then -existing City housing element status, general plan, and code requirements pursuant to the Housing Crisis Act of 2019 (“ SB 330”), and the Preliminary Application indicated the Applicant’s intention to rely on the State Density Bonus Law (Gov. Code § 65915) (“SDBL”); WHEREAS, the Parties therefore dispute the applicability of Government Code Section 65589.5, subdivision (d)(5), to the BR Project (the “Builder’s Remedy Dispute”); WHEREAS, on August 16, 2024, the Applicant requested a refund of fees associated with a General Plan amendment and rezoning previously paid under protest; WHEREAS, on August 30, 2024, the City issued a letter stating that it “is not inclined at this time to refund the fees for the General Plan amendment or rezoning applications”; WHEREAS, on October 9, 2024 (the “Effective Date of the Tolling Agreement ”), the Parties entered into a Tolling Agreement to toll the running of any and all litigation filing and/or service deadlines related to the Property and the BR Project; WHEREAS, the Tolling Agreement provided a ninety (90) day term from the Effective Date of the Tolling Agreement, which would have elapsed on January 7, 2025; Docusign Envelope ID: F77859DF-8947-80A5-82B3-415E1314481E CONFIDENTIAL SETTLEMENT COMMUNICATION. CALIFORNIA EVIDENCE CODE SECTION 1152
4921-2973-9960 v1 2

WHEREAS, on December 17, 2024, the Parties executed the First Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional ninety (90) days, which will elapse on April 7, 2025;
WHEREAS, on March 28, 2025, the Parties executed the Second Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional sixty (60) days, which will elapse on June 7, 2025;
WHEREAS, on June 6, 2025, the Parties executed the Third Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional ninety (90) days, which will elapse on September 4, 2025;
WHEREAS, on August 28, 2025, the Parties executed the Fourth Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional ninety (90) days, which will elapse on December 3, 2025;
WHEREAS, on November 15, 2025, the Parties executed the Fifth Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional ninety (90) days, which will elapse on March 3, 2026;
WHEREAS, on February 13, 2026, the Parties executed the Sixth Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional ninety (90) days, which will elapse on June 1, 2026;
WHEREAS, on May 27, 2026, the Parties executed the Seventh Amendment to Tolling Agreement, continuing the tolling of certain deadlines for an additional thirty (30) days, which will elapse on July 1, 2026;
WHEREAS, the Parties continue to engage in productive discussions regarding the Builder’s Remedy Dispute and potential approaches for processing the BR Project while the Parties reserve all rights to their respective positions in the Builder’s Remedy Dispute, and the Parties wish to continue to toll certain deadlines for an additional ninety (90) days; WHEREAS, Section 11 of the Tolling Agreement provides that the Tolling Agreement may be modified pursuant to a written instrument duly executed by the Parties; Now therefore, with reference to the foregoing recitals, which are incorporated into this Eighth Amendment , and for good and valuable consideration, sufficiency of which is hereby acknowledged, the Parties agree as follows:

TERMS AND CONDITIONS

1. Term. The final sentence of Section 1 of the Tolling Agreement is hereby amended and restated in its entirety as follows:

Docusign Envelope ID: F77859DF-8947-80A5-82B3-415E1314481E CONFIDENTIAL SETTLEMENT COMMUNICATION. CALIFORNIA EVIDENCE CODE SECTION 1152
4921-2973-9960 v1 3

The term of this Agreement shall be from the Effective Date until (i) seven hundred twenty (720) days after the Effective Date (October 1, 2026); or (ii) thirty (30) days following the written cancellation by one of the Parties.

2. Status of the Tolling Agreement. Except as modified by this Eighth Amendment, the terms and provisions of the Tolling Agreement , as amended through the Sixth Amendment, remain in full force and effect.

3. Counterparts. This Eighth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Eighth Amendment.

Signatures provided by facsimile or electronic image shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the Parties do hereby agree to the full performance of the terms set forth herein.

CITY OF SANTA CLARA,
a California Chartered Municipal Corporation

By:

Name: Glen R. Googins
Title: City Attorney

Dated: , 2026

Holland and Knight LLP on behalf of

Agnews VOP, LLC
a California limited liability company

By:

Name: Tamsen Plume
Holland & Knight LLP
Dated: , 2026

Docusign Envelope ID: F77859DF-8947-80A5-82B3-415E1314481E 6/30/2026 | 2:23 PM PDT
6/30/2026 | 5:19 PM EDT

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-757 Agenda Date: 7/7/2026

SUBJECT
Conference with Legal Counsel-Existing Litigation (CC)
Pursuant to Gov. Code § 54956.9(d)(1)
City of Fresno, et al. v. Turner, et al., United States District Court, Northern District of California Case No. 25-cv-07070-RS
City of Santa Clara Printed on 7/2/2026Page 1 of 1
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-758 Agenda Date: 7/7/2026

SUBJECT
Conference with Legal Counsel-Existing Litigation (CC)
Pursuant to Gov. Code § 54956.9(d)(1)
City of Fresno, et al. v. Noem, et al., United States District Court, Northern District of California Case No. 5:26-cv-01535
City of Santa Clara Printed on 7/2/2026Page 1 of 1
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-751 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action on the June 9, 2026 Joint City Council and Authorities Concurrent & Santa Clara Stadium Authority Board Meeting and June 15, 2026 Special City Council Meeting Minutes.

RECOMMENDATION
Approve the June 9, 2026 Joint City Council and Authorities Concurrent & Santa Clara Stadium Authority Board Meeting and June 15, 2026 Special City Council Meeting Minutes.

City of Santa Clara Printed on 7/2/2026Page 1 of 1
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5:30 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/09/2026

City of Santa Clara
Meeting Minutes of the
Joint City Council and Authorities Concurrent &
Santa Clara Stadium Authority Board
Draft
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at https://santaclara.legistar.com/Calendar.aspx All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Santa Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts, ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document, you may contact the Office of the City Clerk at (408) 615-2220 or [email protected].
06/09/2026Meeting Minutes

5:30 PM STUDY SESSION
Call to Order in the Council Chambers
Mayor Gillmor called the Study Session to order at 5:34 PM.

Confirmation of Quorum

1. 26-660
Assistant City Clerk Pimentel confirmed a quorum.

City Manager Grogan noted that Channel 15 broadcast is currently down and that staff is working to resolve it.

Study Session: Initial Presentation of the Report to Council Regarding the Comprehensive Review and Proposed Update of the City Charter by the Charter Review Committee, commonly known as the “Charter Project,” including the Charter Review Committee’s Recommendation Recommendation: Hear the presentation, pose questions and provide any initial feedback.

City Attorney Googins provided a Powerpoint presentation on the comprehensive review and proposed update of the City Charter by the Charter Review Committee.

Public Comment: None
Council questions and comments followed.

Mayor Gillmor called for a recess at 6:49 PM.
7:00 PM JOINT CITY COUNCIL/STADIUM AUTHORITY BOARD MEETING Call to Order in the Council Chambers
Mayor/Chair Gillmor called the regular meeting to order at 7:07 PM.

Pledge of Allegiance and Statement of Values
Council/Board recited the Pledge of Allegiance.

Council/Boardmember Cox recited the Statement of Values.

Closed Session - 5:30 PM | Regular Meeting - 7:00 PM
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Roll Call
Assistant City Clerk/Secretary Pimentel recited the AB23 announcement and Statement of Behavioral Standards.

Assistant City Clerk/Secretary Pimentel also noted that any registered Lobbyist speaking during the Public Meeting will need to identify themselves and whom they represent.

Vice Mayor/Chair Albert Gonzalez, Council/Boardmember Raj Chahal, Council/Boardmember Karen Hardy, Council/Boardmember Kevin Park, Council/Boardmember Suds Jain, Council/Boardmember Kelly Cox, and Mayor/Chair Lisa M. Gillmor

Present: 7 -

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS
Councilmember Park requested that Item 11 be heard after Public Presentation.

Councilmember Jain requested to continue Item 3.F.

SPECIAL ORDER OF BUSINESS

2.A 26-432

2.B 26-324
Presentation from Caltrain
Jason Baker (Director of Government Relations and Community Affairs, Caltrain) provided a Powerpoint presentation on Caltrain's Budget.

Council questions and comments followed.

Jason Baker (Director of Government Relations and Community Affairs, Caltrain) addressed Council questions.

Proclamation of June 2026 as Pride Month
Mayor Gillmor, on behalf of the Council, proclaimed June 2026 as Pride Month.

Dr. Ken Yeager (Executive Director, of BAYMEC Community Foundation) accepted the proclamation and provided some remarks.

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2.C 26-325

CONSENT CALENDAR
Proclamation of June 19, 2026 as Juneteenth in the City of Santa Clara Mayor Gillmor, on behalf of the Council, proclaimed June 19, 2026 as Juneteenth in the City of Santa Clara.

Winston Ashby (Executive Director, PARTI Program) accepted the proclamation and provided some remarks.

Councilmember Park raised a Point of Order to allow comments from Councilmember Jain regarding Caltrain's presentation.

A motion was made by Councilmember Jain, seconded by
Councilmember Chahal, to hear Councilmember Jain's comments regarding Caltrain's presentation.

By consensus, Mayor Gillmor permitted the action without a vote.

Councilmember Jain provided some remarks regarding Caltrain's presentation.

Councilmember Jain pulled Item 3.F.

A motion was made by Vice Mayor/Chair Gonzalez, seconded by Council/Boardmember Chahal, to approve the balance of the Consent Calendar (except Item 3.F).

Aye: Vice Mayor/Chair Gonzalez, Council/Boardmember Chahal, Council/ Boardmember Hardy, Council/Boardmember Park, Council/Boardmember Jain, Council/Boardmember Cox, and Mayor/Chair Gillmor
7 -

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3.A 26-11 Board, Commissions and Committee Minutes
Recommendation: Note and file the Minutes of:

Planning Commission - March 11, 2026
Planning Commission - April 8, 2026
Historical and Landmarks Commission - April 2, 2026
Neighborhood University Relations Committee - March 2, 2026 Station Area Task Force - March 19, 2026
Board of Library Trustees - February 2, 2026
Board of Library Trustees - February 12, 2026
Board of Library Trustees - March 2, 2026
Bond Compliance Oversight Committee - August 27, 2025
Stadium Neighborhood Relations Ad Hoc Subcommittee - May 4, 2026 A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to Note and file the Minutes of: Planning Commission - March 11, 2026, Planning Commission - April 8, 2026, Historical and Landmarks Commission - April 2, 2026,
Neighborhood University Relations Committee - March 2, 2026, Station Area Task Force - March 19, 2026, Board of Library Trustees - February 2, 2026, Board of Library Trustees - February 12, 2026, Board of Library Trustees - March 2, 2026, Bond Compliance Oversight Committee - August 27, 2025, and Stadium Neighborhood Relations Ad Hoc Subcommittee - May 4, 2026.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

3.B 26-521
Action on City Bills and Claims Report for the period April 4, 2026 - May 8, 2026
Recommendation:

Approve the list of Bills and Claims for April 4, 2026 - May 8, 2026.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to approve the list of Bills and Claims for April 4, 2026 - May 8, 2026.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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3.C 26-376 Action on the Award of Purchase Orders with Technology, Engineering & Construction, Inc. DBA T.E.C. Accutite for Fuel Storage Tank Compliance Testing and Related Services
Recommendation:

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Authorize the City Manager or designee to issue Purchase Orders to Technology, Engineering & Construction, Inc., DBA T.E.C. Accutite for Fuel Storage Tank Compliance Testing and Related Services for a total maximum amount not-to-exceed $458,711, subject to the appropriation of funds and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Purchase Orders, and to (a) exercise up to four one-year options through June 30, 2031, (b) add or delete services consistent with the scope of services, (c) approve rate adjustments, and (e) make de minimis changes, provided that the total maximum amount is not exceeded, subject to the appropriation of funds and approval as to form by the City Attorney.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations; (2) authorize the City Manager or designee to issue Purchase Orders to Technology, Engineering & Construction, Inc., DBA T.E.C. Accutite for Fuel Storage Tank Compliance Testing and Related Services for a total maximum amount not-to-exceed $458,711, subject to the appropriation of funds and approval as to form by the City Attorney; and (3) authorize the City Manager or designee to take any actions as necessary to implement and administer the Purchase Orders, and to (a) exercise up to four one-year options through June 30, 2031; (b) add or delete services consistent with the scope of services; (c) approve rate adjustments; and (e) make de minimis changes, provided that the total maximum amount is not exceeded, subject to the appropriation of funds and approval as to form by the City Attorney.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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3.D 26-444 Action to Authorize the City Manager to Negotiate and Execute an Agreement with Lyngsoe Systems, Inc. for an Automated Materials Handling System and Related Services, Authorize the Use of City Public Works Forces at the Northside Branch Library for System Installation Improvements, and Approve Related Budget Amendments
Recommendation:

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;

2. Authorize the City Manager or designee to negotiate and execute the Agreement with Lyngsoe Systems, Inc. for the automated materials handling system (AHMS) at the Northside Branch Library, including design, installation, and ongoing maintenance and support services for a term of five years, starting on or around July 1, 2026 and ending on June 30, 2031, with a maximum compensation not-to-exceed $349,748, subject to the appropriation of funds and approval as to form by the City Attorney;

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement with Lyngsoe Systems, Inc. and negotiate and execute amendments to (a) add or delete services consistent with the scope of services, (b) extend the term for up to ten (10) additional years through June 30, 2041, in such increments as determined by the City to ensure continued access to ongoing maintenance and support services and c) increase the maximum compensation by up to $181,923 for a total maximum compensation of $531,671 for maintenance and support in the extended terms, subject to the appropriation of funds, and approval as to form by the City Attorney;

4. Based upon the facts presented in the staff Report, determine that the proposed alterations necessary for the installation of the AMHS at the Northside Branch Library, 695 Moreland Way, with an estimated value of $88,000 may be performed better and more economically by the City with its own employees and approve the use of City forces for this work; and

5. Approve the FY 2025/26 budget amendments in the Library Capital Fund to decrease the Central Park Library - Concrete Sidewalk Replacement project appropriation by $46,362 and increase the Northside Branch Library - Automated Materials Handling System project appropriation by $46,362 (majority affirmative Council votes required).

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations; (2) authorize the City Manager or designee to negotiate and execute the

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Agreement with Lyngsoe Systems, Inc. for the automated materials handling system (AHMS) at the Northside Branch Library, including design, installation, and ongoing maintenance and support services for a term of five years, starting on or around July 1, 2026 and ending on June 30, 2031, with a maximum compensation
not-to-exceed $349,748, subject to the appropriation of funds and approval as to form by the City Attorney; (3) authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement with Lyngsoe Systems, Inc. and negotiate and execute amendments to (a) add or delete services consistent with the scope of services; (b) extend the term for up to ten (10) additional years through June 30, 2041, in such increments as determined by the City to ensure continued access to ongoing maintenance and support services; and (c) increase the maximum compensation by up to $181,923 for a total maximum compensation of $531,671 for maintenance and support in the extended terms, subject to the appropriation of funds, and approval as to form by the City Attorney; (4) based upon the facts presented in the staff Report, determine that the proposed alterations necessary for the installation of the AMHS at the Northside Branch Library, 695 Moreland Way, with an estimated value of $88,000 may be performed better and more economically by the City with its own employees and approve the use of City forces for this work; and (5) approve the Fiscal Year 2025/26 budget amendments in the Library Capital Fund to decrease the Central Park Library - Concrete Sidewalk Replacement project appropriation by $46,362 and increase the Northside Branch Library - Automated Materials Handling System project appropriation by $46,362.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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3.E 26-469 Action to Approve Updated Contract Language for the First Amendment to the Contract Between the County of Santa Clara and the City of Santa Clara for the Senior Nutrition Program - Congregate Meals Recommendation:

1. Approve and authorize the City Manager to execute Amendment No. 1 to the Contract between the County of Santa Clara and the City of Santa Clara for the provisions of the Senior Nutrition Congregate Meals Program for the Fiscal Year 2025/26, incorporating the updated contract language required by the County, and subject to approval as to form by the City Attorney;

2. Authorize the City Manager to execute a subsequent amendment, if offered by the County, to extend the term of the Agreement for Fiscal Year 2026/27, subject to approval as to form by the City Attorney and contingent upon the appropriation of sufficient funding; and

3. Authorize the City Manager to make minor modifications, including time extensions, to Amendment No. 1, if needed.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) approve and authorize the City Manager to execute Amendment No. 1 to the Contract between the County of Santa Clara and the City of Santa Clara for the provisions of the Senior Nutrition Congregate Meals Program for the Fiscal Year 2025/26, incorporating the updated contract language required by the County, and subject to approval as to form by the City Attorney; (2) authorize the City Manager to execute a subsequent amendment, if offered by the County, to extend the term of the Agreement for Fiscal Year 2026/27, subject to approval as to form by the City Attorney and contingent upon the appropriation of sufficient funding; and (3) authorize the City Manager to make minor modifications, including time extensions, to Amendment No. 1, if needed.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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3.G 26-553 Action to Authorize the City Manager to Execute an Agreement with Groome Industrial Service Group, LLC for Professional Heat Recovery Steam Generator Cleaning Services for Silicon Valley Power, With a Total Maximum Compensation Not-to-Exceed $3,719,144, Inclusive of All Option Years
Recommendation:

1. Determine the proposed action is exempt from CEQA pursuant to Section 15301 (Class 1 - Existing Facilities) of Title 14 of the California Code of Regulations;

2. Authorize the City Manager or designee to execute an agreement with Groome Industrial Service Group, LLC for professional Heat Recovery Steam Generator (HRSG) cleaning services, with a term commencing on June 1, 2026, and ending on May 31, 2028, with up to three one-year options to extend the term through May 31, 2031, for a total maximum compensation of $3,719,144, inclusive of a 10%
contingency, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreement, and negotiate and execute future amendment(s) to (a) exercise the option years, (b) implement rate adjustments on the terms provided in Exhibit B, and (c) make de minimis changes, provided that the total maximum compensation is not exceeded, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) determine the proposed action is exempt from CEQA pursuant to Section 15301 (Class 1 - Existing Facilities) of Title 14 of the California Code of Regulations; (2) authorize the City Manager or designee to execute an agreement with Groome Industrial Service Group, LLC for professional Heat Recovery Steam Generator (HRSG) cleaning services, with a term commencing on June 1, 2026, and ending on May 31, 2028, with up to three one-year options to extend the term through May 31, 2031, for a total maximum compensation of $3,719,144, inclusive of a 10% contingency, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and (3) authorize the City Manager or designee to take any actions necessary to implement and administer the agreement, and negotiate and execute future amendment(s) to (a) exercise the option years, (b) implement rate adjustments on the terms provided in Exhibit B, and (c) make de minimis changes, provided that the total maximum compensation is not exceeded, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

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Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

3.H 26-545
Adoption of a Resolution Calling and Giving Notice of a General Municipal Election to be held on Tuesday, November 3, 2026 for the Election of one Mayor and two Councilmembers, one each for Council Districts 2 and 3; Requesting the Consolidation and Performance of Services from the County of Santa Clara Registrar of Voters of the Municipal Election with the Statewide Election; and Adopting Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements
Recommendation:

Adopt a Resolution Calling and Giving Notice of a General Municipal Election to be held on Tuesday, November 3, 2026 for the Election of One Mayor and Two Councilmembers, one each for Council Districts 2 and 3; Requesting the Consolidation and Performance of Services from the County of Santa Clara Registrar of Voters of the Municipal Election with the Statewide Election; and Adopting Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to adopt Resolution No. 26-9567 Calling and Giving Notice of a General Municipal Election to be held on Tuesday, November 3, 2026 for the Election of One Mayor and Two Councilmembers, one each for Council Districts 2 and 3; Requesting the Consolidation and Performance of Services from the County of Santa Clara Registrar of Voters of the Municipal Election with the Statewide Election; and Adopting Regulations for Candidate Statements of Qualifications Submitted to the Voters and Levying a Share of the Cost of the Candidates’ Statements.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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3.I 26-456 Action on Resolution of Intention to Grant a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects and Setting July 7, 2026 as the Public Hearing Date for City Council Action on the Proposed Non-Exclusive Franchise Recommendation:

1. Adopt a Resolution of Intention to Grant a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects;

2. Set a public hearing date of July 7, 2026 to Consider Granting a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects; and

3. Direct the City Clerk to Publish the Notice Required for the Public Hearing.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) adopt Resolution No. 26-9568 Granting a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects; (2) set a public hearing date of July 7, 2026 to Consider Granting a Non-Exclusive Franchise to LS Power Grid California, LLC for the Power the South Bay and Power the Valley Connector Projects; and (3) direct the City Clerk to Publish the Notice Required for the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
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3.J 26-570 Action to Authorize the Use of City Electric Forces for Dark Fiber Work From 3031 Corvin Drive to 2401 Walsh Avenue, With an Estimated Cost of $1,169
Recommendation:

1. Determine the proposed action is exempt from CEQA pursuant to Section 15301 (Class 3 - Existing Facilities) of Title 14 of the California Code of Regulations; and

2. Declare and
determine in accordance with Section 1310 of the City
Charter that the public work with an estimated cost of $1,169, located from 3031 Corvin Drive to 2401 Walsh Avenue, is better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of this public work consistent with this authorization.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) determine the proposed action is exempt from CEQA pursuant to Section 15301 (Class 3 - Existing Facilities) of Title 14 of the California Code of Regulations; and (2) declare and determine in accordance with Section 1310 of the City Charter that the public work with an estimated cost of $1,169, located from 3031 Corvin Drive to 2401 Walsh Avenue, is better performed by the City with its own employees and authorize the performance of this public work consistent with this authorization.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

3.K 26-371
Action on Final Map for Tract No. 10593 at 1530 and 1540 Pomeroy Avenue to Merge the Two Existing Parcels into One 0.48 Acre Lot for Condominium Purposes (11 townhomes)
Recommendation:

1. Approve the Final Map for Tract No. 10593;

2. Authorize the City Manager to make minor modifications, if necessary, prior to recordation; and

3. Authorize the recordation of the Final Map for Tract No. 10593, which merges two parcels into one lot for condominium purposes located at 1530 and 1540 Pomeroy Avenue [APN 290-02-097 & 290-02-096 (2025-26)].

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) approve the Final Map for Tract No. 10593; (2) authorize the City Manager to make minor modifications, if necessary, prior to recordation; and (3) authorize the recordation of the Final Map for Tract No. 10593, which merges two parcels into one lot for condominium purposes located at 1530 and 1540 Pomeroy Avenue [APN 290-02-097 & 290-02-096 (2025-26)].

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Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

3.L 26-461
Action on a Letter of Support for AB 2231 (Ahrens): California Environmental Quality Act: Hospital Projects
Recommendation:

Approve the request for a letter of support for AB 2231 (Ahrens): California Environmental Quality Act: hospital projects and authorize Mayor Gillmor to sign the letter on behalf of the City of Santa Clara.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to approve the request for a letter of support for AB 2231 (Ahrens): California Environmental Quality Act:
hospital projects and authorize Mayor Gillmor to sign the letter on behalf of the City of Santa Clara.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

3.M 26-613
Action to Waive Second Reading and Adopt Ordinance No. 2086 amending the zoning code to create the El Camino Real Zoning districts.

Recommendation:

Waive Second Reading and Adopt Ordinance No. 2086 amending the zoning code to create the El Camino Real Zoning districts.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to waive Second Reading and adopt Ordinance No. 2086 amending the zoning code to create the El Camino Real Zoning districts.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

SANTA CLARA STADIUM AUTHORITY BOARD CONSENT CALENDAR

4.A 26-522 Action on Stadium Authority Bills and Claims for the Month of April 2026 Recommendation: Approve the list of Stadium Authority Bills and Claims for April 2026.

A motion was made by Vice Chair Gonzalez, seconded by
Boardmember Chahal, to approve the list of Stadium Authority Bills and Claims for April 2026.

Aye:

Vice Chair Gonzalez, Boardmember Chahal, Boardmember Hardy, Boardmember Park, Boardmember Jain, Boardmember Cox, and Chair Gillmor
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4.B 26-412 Action on a Change Order to the Agreement with Jones Sign Co. Inc. to Include Extended Warranty for the Levi's Naming Rights Signage Refurbishment/Replacement CapEx Project at Levi’s Stadium, Budget Amendment in the Amount of $256,942, and Delegated Authority for Final Extended Warranty Amount
Recommendation:

1. Approve a budget amendment for the Levi's Naming Rights Signage Refurbishment line item in the Stadium Authority FY 2026/27 CapEx Budget to increase the budget by $256,942, for a total budget amount of $607,234 with an offsetting increase to Other Revenue ($77,083) and a decrease to the Capital Budget Ending Fund Balance ($179,859);

2. Authorize the Executive Director to approve the final change order amount upon determination on the applicable sales tax for the extended warranty; and

3. Authorize the Stadium Manager to execute a change order to the agreement with Jones Sign Co. Inc., in an amount up to $111,920 to extend the currently included one-year warranty by an additional two years for the Naming Rights Signage Refurbishment CapEx Project, for a total not to exceed agreement amount of up to $4,220,226, upon the Executive Director’s determination on the applicable sales tax and approval of the final change order amount.

A motion was made by Vice Chair Gonzalez, seconded by
Boardmember Chahal, to (1) approve a budget amendment for the Levi's Naming Rights Signage Refurbishment line item in the Stadium Authority FY 2026/27 CapEx Budget to increase the budget by $256,942, for a total budget amount of $607,234 with an offsetting increase to Other Revenue ($77,083) and a decrease to the Capital Budget Ending Fund Balance ($179,859); (2) authorize the Executive Director to approve the final change order amount upon determination on the applicable sales tax for the extended warranty; and (3) authorize the Stadium Manager to execute a change order to the agreement with Jones Sign Co. Inc., in an amount up to $111,920 to extend the currently included one-year warranty by an additional two years for the Naming Rights Signage Refurbishment CapEx Project, for a total not to exceed agreement amount of up to $4,220,226, upon the Executive Director’s determination on the applicable sales tax and approval of the final change order amount.

Aye:

Vice Chair Gonzalez, Boardmember Chahal, Boardmember Hardy, Boardmember Park, Boardmember Jain, Boardmember Cox, and Chair Gillmor
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4.C 26-451 Action on the Agreement with James Nicholson Enterprises DBA Dinsmore Landscape Company for Landscaping Services at Levi’s Stadium in a Total Not-To-Exceed Amount of $671,000, Inclusive of All Contract and Option Years and Contingency, and Delegated Authority for Approval of Option Years and Use of Contingency
Recommendation:

1. Approve and authorize the Stadium Manager to execute the Agreement with James Nicholson Enterprise DBA Dinsmore Landscape Company for landscape maintenance services at Levi’s Stadium for an initial term of three (3) years commencing upon execution of the Agreement and expiring April 30, 2029, with two (2) optional one-year extensions through April 30, 2031. The total aggregate amount shall not exceed $376,000 over the initial three-year period, plus a $32,000 contingency that is subject to Executive Director approval. The term for each fiscal year is contingent on the Stadium Authority Board approving the applicable fiscal year's budget, including amounts due under the Agreements; and

2. Authorize the Executive Director to approve, in his sole discretion, requests from Stadium Manager to: (a) exercise the first one-year option for the fourth contract year and increase the not-to exceed amount by $129,500 to cover services from May 1, 2029 to April 30, 2030 and update the compensation and fee schedule to incorporate a maximum 3% increase, (b) exercise the second one-year option for the fifth contract year and increase the not-to exceed amount by $133,500 to cover services from May 1, 2030 to April 30, 2031 and update the compensation and fee schedule to incorporate a maximum 3% increase, and (c) utilize up to an additional $32,000 as contingency for additional unanticipated services, which may be utilized in any contract year, all subject to the same basic terms and conditions and budget appropriations. The total not-to-exceed maximum compensation for the Agreement, inclusive of contingency and all contract and option years, shall not exceed $671,000.

A motion was made by Vice Chair Gonzalez, seconded by
Boardmember Chahal, to (1) approve and authorize the Stadium Manager to execute the Agreement with James Nicholson
Enterprise DBA Dinsmore Landscape Company for landscape maintenance services at Levi’s Stadium for an initial term of three (3) years commencing upon execution of the Agreement and expiring April 30, 2029, with two (2) optional one-year extensions through April 30, 2031. The total aggregate amount shall not exceed $376,000 over the initial three-year period, plus a $32,000 contingency that is subject to Executive Director approval. The term for each fiscal year is contingent on the Stadium Authority Board approving the applicable fiscal year's budget, including amounts

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due under the Agreements; and (2) authorize the Executive Director to approve, in his sole discretion, requests from Stadium Manager to: (a) exercise the first one-year option for the fourth contract year and increase the not-to exceed amount by $129,500 to cover services from May 1, 2029 to April 30, 2030 and update the compensation and fee schedule to incorporate a maximum 3% increase, (b) exercise the second one-year option for the fifth contract year and increase the not-to exceed amount by $133,500 to cover services from May 1, 2030 to April 30, 2031 and update the compensation and fee schedule to incorporate a maximum 3% increase, and (c) utilize up to an additional $32,000 as contingency for additional unanticipated services, which may be utilized in any contract year, all subject to the same basic terms and conditions and budget appropriations. The total not-to-exceed maximum compensation for the Agreement, inclusive of contingency and all contract and option years, shall not exceed $671,000.

Aye:

Vice Chair Gonzalez, Boardmember Chahal, Boardmember Hardy, Boardmember Park, Boardmember Jain, Boardmember Cox, and Chair Gillmor
7 -

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PUBLIC PRESENTATIONS
Caroline Chen spoke regarding Police Department labor negotiations.

Wanda Buck spoke regarding senior services.

Rebecca spoke regarding senior services.

Barbara Estrada spoke regarding senior services.

Howard Gibbins spoke regarding the security zone around Levi's Stadium and illegal vending.

City Manager Grogan provided some remarks.

David Kertes spoke regarding Super Bowl LX financial update.

Monica Faria spoke regarding PG&E.

Betsy Megas spoke regarding Caltrain's presentation.

Chris Stampolis spoke regarding the Night Market, Super Bowl LX, and the Downtown Precise Plan.

Linda spoke regarding senior services.

Anthony Becker (time donated by Abel and Saskia) spoke regarding Pride Month, 2026 election, and made a Council Policy 030 request to investigate the disclosure of confidential information from Closed Session.

City Attorney Googins provided some remarks.

City Clerk O'Keefe provided some remarks.

Kirk Vartan spoke regarding affordable apartments.

Edward Strine spoke regarding Downtown.

Public Speaker expressed concerns regarding response to public comments and election signs.

Assistant City Clerk Pimentel provided some remarks.

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City Manager Grogan noted that Channel 15 broadcast is up and running again.

PUBLIC HEARING/GENERAL BUSINESS

11. 26-533 Action on Council Request (Council Policy 030) for a Resolution in Support of Muwekma Ohlone Tribe being Recognized
Recommendation: Receive the report and provide input or further direction to staff on the adoption of a Resolution supporting Federal Recognition of the Muwekma Ohlone.

City Manager Grogan made some opening remarks and introduced Assistant City Manager Morales who provided a Powerpoint presentation on a resolution in support of federal recognition of the Muwekma Ohlone Tribe.

Council questions and comments followed.

Public Comment: Sudhanva Belur
Siddharth Vijay
Gavin Chang
Sansth Krishna
Joseph Torres
Gabriel Nijmeh
Charlene Nijmeh
Lee Panich
Gustavo Flores
Jalysa Torres
Bernadette Quiroz - Muwekma Ohlone
Julie Dominguez
Tadashi Fukami
Katelynn
Michael Wilcox
Jen
Council discussion followed.

City Attorney Googins addressed Council questions.

A motion was made by Councilmember Cox, seconded by Vice Mayor Gonzalez, to adopt Resolution No. 26-9569 supporting Federal Recognition of the Muwekma Ohlone Tribe.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor 6 -
Abstained: Councilmember Hardy1 -

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7. 26-335 Public Meeting for the Renewal of the Santa Clara Tourism Improvement District (SCTID)
Recommendation: Hold Public Meeting to allow public testimony regarding the Renewal of the Santa Clara Tourism Improvement District (SCTID) and related assessments.

This item was heard after Item 11.

City Manager Grogan made some opening remarks and introduced Christine Lawson (Chief Executive Officer, Discover Santa Clara) and Kelly Rankin (Senior Project Manager, Civitas) who provided a Powerpoint presentation on the Santa Clara Tourism Improvement District (SCTID) Renewal.

Council questions followed.

Christine Lawson (Chief Executive Officer, Discover Santa Clara) and Kelly Rankin (Senior Project Manager, Civitas) addressed Council questions.

Public Comment: Farshad Mayelzadeh
Billy Mendez
Jack Bloom
Kevin Dominguez
Nany Fullmore
Scott Wintner
Lisa Baird
Catherine Lentz
Yuriko Kawaguchi
John Barros
Mario Lopez
Edward Strine
Council discussion followed.

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5. 26-603 Public Hearing: Action on a Resolution Setting Rates for Overall Solid Waste Service and Annual Clean-up Campaign in the Exclusive Franchise Area Including Increases in Rates and other Adjustments (Continued from May 19, 2026)
Recommendation:

Conduct a public hearing, tabulate protest votes, and if less than a majority protest is tabulated, adopt a Resolution setting the overall rates to be charged to rate payers for the collection and disposal of garbage, refuse, yard trimmings, recycling, and annual Clean-up Campaign in the exclusive franchise area, including increases in rates and other adjustments effective for the utility bills issued for services rendered on and after July 1, 2026.

Mayor Gillmor opened the Public Hearing.

City Manger Grogan made some opening remarks and introduced Director of Public Works Mobeck who provided a Powerpoint presentation on the adoption of a resolution setting rates for overall solid waste services and annual clean up campaign in the exclusive franchise area.

Council questions and comments followed.

Director of Public Works Mobeck addressed Council questions.

Public Comment: None
A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to close the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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Assistant City Clerk Pimentel noted that the City Clerk's Office received thirteen (13) written protests which is not a majority of the identified parcel owners subject to the fee; therefore, the protest did not constitute a majority contest under Proposition 218.

Council discussion followed.

A motion was made by Councilmember Hardy, seconded by Vice Mayor Gonzalez, to adopt a Resolution setting the overall rates to be charged to rate payers for the collection and disposal of garbage, refuse, yard trimmings, recycling, and annual Clean-up Campaign in the exclusive franchise area, including increases in rates and other adjustments effective for the utility bills issued for services rendered on and after July 1, 2026.

Councilmember Chahal provided a Powerpoint presentation regarding garbage rates.

A substitute motion was made by Councilmember Chahal,
seconded by Councilmember Park, to not adopt a resolution to increase the proposed rates to be charged to rate payers for collection and disposal of garbage, refuse, yard trimmings, recycling, and annual clean up campaign in the exclusive franchise area and subsidize Fiscal Year 2026/27 expenditures with funds in the amount of approx $2 million from the General Fund.

Council discussion followed.

Director of Public Works Mobeck addressed Council questions.

Council to consider the substitute motion. The motion failed.

Aye: 2 - Councilmember Chahal, and Councilmember Park
Nay: Vice Mayor Gonzalez, Councilmember Hardy, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
5 -
A motion was made by Councilmember Hardy, seconded by Vice Mayor Gonzalez, to adopt Resolution No. 26-9570 setting the overall rates to be charged to rate payers for the collection and disposal of garbage, refuse, yard trimmings, recycling, and annual Clean-up Campaign in the exclusive franchise area, including increases in rates and other adjustments effective for the utility bills issued for services rendered on and after July 1, 2026.

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Aye: Vice Mayor Gonzalez, Councilmember Hardy, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
5 -
Nay: Councilmember Chahal, and Councilmember Park2 -

6. 26-465 Public Hearing: Action on Adoption of Resolutions Amending Water, Sewer and Recycled Water Rate Schedules to be Effective July 1, 2026 Recommendation:

Conduct a public hearing, tabulate protest votes, and if less than a majority protest is tabulated,
Adopt Resolutions Amending the Water, Recycled
Water, and Sewer Rate Schedules, Including Increases in Rates and Other Adjustments.

Mayor Gillmor opened the Public Hearing.

Director of Water and Sewer Ramirez provided a Powerpoint presentation on resolution approving water, sewer, and recycled water amended rates to be effective July 1, 2026.

Council questions followed.

Public Comment: None
Director of Water and Sewer Ramirez
addressed Council questions.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to close the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -
Assistant City Clerk Pimentel noted that the City Clerk's Office received twenty (20) written protests for water and recycled water rates and twenty two written protests for sewer rates which is not a majority of the identified parcel owners subject to the fee; therefore, the protest did not constitute a majority contest under Proposition 218.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to adopt Resolution No. 26-9571 Amending the Water, Recycled Water, and Resolution No. 26-9572 Amending the Sewer Rate Schedules, Including Increases in Rates and Other Adjustments.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

8. FISCAL YEAR 2026/27 AND FY 2027/28 BUDGET ACTION ITEMS

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8.A 26-534 Public Hearing: Action on Adoption of the Proposed FY 2026/27 & FY 2027/28 Biennial Capital Improvement Program Budget, Approval of FY 2026/27 Operating Budget Amendments, and Adoption of the FY 2026/2027 Housing Authority Budget, and Sports and Open Space Authority Budget
Recommendation:

That the City Council, and the City Council acting as the Governing Boards of the Housing Authority and the Sports and Open Space Authority take the following actions:

1. Approve the Proposed FY 2026/27 and FY 2027/28 Biennial Capital Budget, including the recommended revisions, as detailed in Attachment 4 (Majority Affirmative Council Votes Required);

2. Approve the FY 2026/27 Operating Budget changes included in the recommended revisions, as detailed in Attachment 4 (Five Affirmative Council Votes Required);

3. Approve the Appropriation Schedule for capital funds totaling $840,899,634 in FY 2026/27 and $234,169,955 in FY 2027/28 and the FY 2026/27 Appropriation Schedule for operating funds totaling $1,766,093,782, as detailed in Attachment 5 (Majority Affirmative Council Votes Required);

4. Approve the Housing Authority FY 2026/27 expenditure budget of $474,519 as presented in the Proposed Budget (Majority Affirmative Council Votes Required);

5. Approve the Sports and Open Space Authority FY 2026/27 expenditure budget of $12,000 as presented in the Proposed Budget (Majority Affirmative Council Votes Required); and

6. Approve the FY 2026/27 Budget Principles and the revised Budget and Fiscal Policies (Majority Affirmative Council Votes Required).

Mayor Gillmor opened the Public Hearing.

Items 8.A and 8.B are taken concurrently.

City Manager Grogan made some opening remarks and introduced Director of Finance Lee who provided a Powerpoint presentation on Adoption of the Proposed Fiscal Year 2026/27 & Fiscal Year 2027/28 Biennial Capital Improvement Program Budget and Fiscal Year 2026/27 Operating Budget Changes and Establish the City's Fiscal Year 2026/27 Appropriations Limit.

Council questions and comments followed.

A motion was made by Councilmember Cox, seconded by
Councilmember Hardy, to continue the meeting to 1 AM.

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Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -
Director of Finance Lee addressed Council questions.

Public Comment: None
A motion was made by Councilmember Park, seconded by Vice Mayor Gonzalez, to close the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -
Council discussion followed.

Director of Finance Lee addressed Council questions.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to (1) approve the Proposed Fiscal Year 2026/27 and Fiscal Year 2027/28 Biennial Capital Budget, including the recommended revisions; (2) approve the Fiscal Year 2026/27 Operating Budget changes included in the recommended revisions; (3) approve the Appropriation Schedule for capital funds totaling $840,899,634 in FY 2026/27 and $234,169,955 in Fiscal Year 2027/28 and the Fiscal Year 2026/27 Appropriation Schedule for operating funds totaling $1,766,093,782; and (4) approve the Housing Authority Fiscal Year 2026/27 expenditure budget of $474,519; (5) approve the Sports and Open Space Authority Fiscal Year 2026/27 expenditure budget of $12,000; and (6) approve the Fiscal Year 2026/27 Budget Principles and the revised Budget and Fiscal Policies.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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8.B 26-530 Action Establishing the City's Fiscal Year 2026/27 Appropriations Limit of $753,285,224 Pursuant to Article XIIIB of the California State Constitution Recommendation: Adopt a Resolution Establishing the City's Fiscal Year 2026/27 Appropriations Limit of $753,285,224 Pursuant to Article XIIIB of the California State Constitution.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Chahal, to adopt Resolution No. 26-9573
Establishing the City's Fiscal Year 2026/27 Appropriations Limit of $753,285,224 Pursuant to Article XIIIB of the California State Constitution.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

9. 26-165
Public Hearing: Action on a Resolution Approving the Levy of Benefit Assessment upon the City of Santa Clara Parking Maintenance District No. 122 - Franklin Square
Recommendation:

Adopt a Resolution approving the levy of benefit assessment upon the City of Santa Clara Parking Maintenance District No. 122 and approving, confirming, and adopting the Director’s Report for FY 2026/27.

Mayor Gillmor recused herself from this item due to her office being located in the subject area and left the dais at 12:16 AM.

Vice Mayor Gonzalez presided over the item and opened the Public Hearing.

Director of Public Works Mobeck provided a verbal report on a resolution approving the levy of benefit assessment upon the City of Santa Clara Parking Maintenance District No. 122.

Council questions and comments followed.

Director of Public Works Mobeck and City Manager Grogan addressed Council questions.

Public Comment: None
A motion was made by Councilmember Chahal, seconded by
Councilmember Jain, to close the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, and Councilmember Cox 6 -
Recused: Mayor Gillmor1 -

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Council discussion followed.

City Manager Grogan addressed Council questions.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to adopt Resolution No. 26-9574 approving the levy of benefit assessment upon the City of Santa Clara Parking Maintenance District No. 122 and approving, confirming, and adopting the Director’s Report for Fiscal Year 2026/27, with provision to reserve the right to dissolve the district at any time.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, and Councilmember Cox 6 -
Recused: Mayor Gillmor1 -

10. 26-166 Public Hearing: Action on a Resolution Approving the Levy of Benefit Assessment Upon Maintenance District No. 183 - Santa Clara Convention Center Complex
Recommendation:

1. Declare that all the ballots sent to property owners within Maintenance District No. 183 have been received and counted in accordance with Proposition 218, and declare the results of the election; and

2. If a majority of property owners have approved the proposed levy of benefit assessment, adopt a resolution approving the levy of benefit assessment upon the Santa Clara Convention Center Complex - Maintenance District No. 183, and approving, confirming, and adopting the Director’s Report for FY 2026/27.

Mayor Gillmor returned to the meeting at 12:35 AM and opened the Public Hearing.

Director of Public Works Mobeck provided a verbal report on a resolution approving the levy of benefit assessment upon Maintenance District No. 183 - Santa Clara Convention Center.

Council questions and comments followed.

Director of Public Works Mobeck addressed Council questions.

Public Comment: None
A motion was made by Councilmember Jain, seconded by Vice Mayor Gonzalez, to close the Public Hearing.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

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Assistant City Clerk Pimentel noted that the City Clerk's Office received three (3) votes in favor of the proposed rate assessment increase which is a majority of the identified parcel owners subject to the fee; therefore, there are enough votes under Proposition 218 for the Council to proceed with considering the resolution.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to (1) declare that all the ballots sent to property owners within Maintenance District No. 183 have been received and counted in accordance with Proposition 218, and declare the results of the election; and (2) adopt Resolution No. 26-9575 approving the levy of benefit assessment upon the Santa Clara Convention Center Complex - Maintenance District No. 183, and approving, confirming, and adopting the Director’s Report for Fiscal Year 2026/27.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -
A motion was made by Councilmember Jain, seconded by Vice Mayor Gonzalez, to continue Items 3.F and 12 to the June 23, 2026 Joint City Council & Authorities Concurrent and Santa Clara Stadium Authority Board Meeting.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

12. 26-590
Action on Proposed FY 2027/28 Santa Clara Stadium Authority Capital Expense Projects
Recommendation:

Approve staff’s recommendation on the proposed Santa Clara Stadium Authority Fiscal Year 2027/28 Capital Expense Projects, totaling $11,080,731, as described in the report and “Recommendations for Stadium Manager’s Proposed FY 2027/28 CapEx Projects” attachment, including funding levels and next steps.

This item was continued to the June 23, 2026 Joint City Council & Authorities Concurrent and Santa Clara Stadium Authority Board Meeting.

CONSENT ITEMS PULLED FOR DISCUSSION

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3.F 26-261 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 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:

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).

This item was continued to the June 23, 2026 Joint City Council & Authorities Concurrent and Santa Clara Stadium Authority Board Meeting.

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REPORTS OF MEMBERS, SPECIAL COMMITTEES AND COUNCILMEMBER 030 REQUESTS None.

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
None.

ADJOURNMENT
The meeting was adjourned on June 10, 2026 at 12:49 AM.

The next scheduled special meeting is on Monday, June 15, 2026 in the City Hall Council Chambers. 06/09/2026Meeting Minutes

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting.

In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

California Government Code Section 84308, most recently amended by SB 1243, commonly referred to as the "Levine Act," prohibits a local elected official or quasi-judicial appointed official from participating in any action related to a contributor’s contract, license, permit, or use entitlement if he/she/it receives any campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision has been made, from the party, participants, or agents in the proceeding. Parties, Participants or Agents for a proceeding involving a license, permit, or other use entitlement pending before the City Council or a City quasi-judicial body must complete the California Levine Act Disclosure Statement prior to their proceeding.

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC)
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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities. Individuals who require an auxiliary aid or service for effective communication, or any other disability- related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

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City of Santa Clara
Special Meeting Minutes
Call and Notice of Special Meeting of the
City Council
Draft
6:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/15/2026
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at https://santaclara.legistar.com/Calendar.aspx All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Santa Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts, ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document, you may contact the Office of the City Clerk at (408) 615-2220 or [email protected].

06/15/2026Meeting Minutes
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor calls for a Special Meeting of the City Council of the City of Santa Clara, to commence and convene on June 15, 2026, at 6:00 PM to be held virtually and in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

Closed Session - 6:00 PM | Special Meeting - 6:30 PM
6:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Mayor Gillmor called the Closed Session to order at 6:00 PM.

Confirmation of Quorum
Assistant City Clerk Pimentel confirmed a quorum.

1. 26-664 Conference with Legal Counsel-Existing Litigation (CC, SA) Pursuant to Gov. Code § 54956.9(d)(1)
Name of case: Juan Gutierrez-Sanchez, Sr. vs City of Santa Clara, Santa Clara Stadium Authority, et al, Santa Clara Superior Court, Case no. 22CV407284
Public Comment
None.

Convene to Closed Session (Sparacino Conference Room)
Mayor Gillmor adjourned into Closed Session at 6:01 PM. 6:30 PM SPECIAL CITY COUNCIL MEETING
Call to Order in the Council Chambers
Mayor Gillmor called the Special Meeting to order at 6:33 PM.

Pledge of Allegiance and Statement of Values
Council recited the Pledge of Allegiance.

Councilmember Cox recited the Statement of Values.

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Roll Call
Assistant City Clerk Pimentel recited the AB23 announcement and Statement of Behavioral Standards.

Assistant City Clerk Pimentel also noted that any registered Lobbyist speaking during the Public Meeting will need to identify themselves and whom they represent.

Vice Mayor Albert Gonzalez, Councilmember Raj Chahal,
Councilmember Karen Hardy, Councilmember Kevin Park,
Councilmember Suds Jain, Councilmember Kelly Cox, and Mayor Lisa M.

Gillmor

Present: 7 -
City Attorney Googins reported that there was no reportable action from Closed Session.

PUBLIC HEARING/GENERAL BUSINESS

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2. 26-701 Presentation on the Charter Review Committee Charter Project 2026 Final Report to Council, including the Charter Review Committee’s Recommendation for Placement of a Comprehensive Charter Update Measure on the November 2026 Ballot and Possible Direction by the City Council on Next Steps
Recommendation:

Hear the presentation, pose questions, deliberate and, if ready, provide direction on the CRC’s proposed Charter Project recommendation and next steps.

City Attorney Googins and Assistant City Attorney Reuter provided a Powerpoint presentation on the Charter Review Committee Charter Project 2026 Final Report to Council.

Council questions and comments followed.

Public Comment: Eric Crutchlow
Howard Gibbons
Chris Stampolis
Wanda Buck
City Attorney Googins, City Manager Grogan, and Director of Finance Lee addressed Council questions.

Council discussion followed.

A motion was made by Vice Mayor Gonzalez, seconded by
Councilmember Hardy, to direct staff to develop and prepare materials and return to the July 14, 2026 Joint City Council and Authorities Concurrent & Santa Clara Stadium Authority Board Meeting to take action on Level 1 and 2 recommendations for ballot measure placement for the November 3, 2026 election, including the civil service rules update to level 2 subject to union meet and confer resolutions.

Aye: Vice Mayor Gonzalez, Councilmember Hardy, Councilmember Jain, and Councilmember Cox
4 -
Nay: Councilmember Chahal, Councilmember Park, and Mayor Gillmor3 -

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Council discussion followed.

City Attorney Googins and City Manager Grogan addressed Council questions.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to direct staff to prepare materials and return for Council discussion at the June 23, 2026 or July 7, 2026 Joint City Council and Authorities Concurrent & Santa Clara Stadium Authority Board Meeting to take action for a separate ballot measure for charter amendment on the Public Works procurement section of the Charter.

Aye: Vice Mayor Gonzalez, Councilmember Chahal, Councilmember Hardy, Councilmember Park, Councilmember Jain, Councilmember Cox, and Mayor Gillmor
7 -

ADJOURNMENT
The meeting was adjourned at 11:34 PM.

The next regular scheduled meeting is on Tuesday, June 15, 2026 in the City Hall Council Chambers.

Call and Notice of Special Meeting of
the City Council
06/15/2026Meeting Minutes

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting.

In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

California Government Code Section 84308, most recently amended by SB 1243, commonly referred to as the "Levine Act," prohibits a local elected official or quasi-judicial appointed official from participating in any action related to a contributor’s contract, license, permit, or use entitlement if he/she/it receives any campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision has been made, from the party, participants, or agents in the proceeding. Parties, Participants or Agents for a proceeding involving a license, permit, or other use entitlement pending before the City Council or a City quasi-judicial body must complete the California Levine Act Disclosure Statement prior to their proceeding.

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC)
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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities. Individuals who require an auxiliary aid or service for effective communication, or any other disability- related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

Call and Notice of Special Meeting of
the City Council
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-13 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

RECOMMENDATION
Note and file the Minutes of:

Parks & Recreation Commission - May 11, 2026
Cultural Commission - May 4, 2026
City of Santa Clara Printed on 7/2/2026Page 1 of 1
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City of Santa Clara
Meeting Minutes
Parks & Recreation Commission
Draft
7:00 PM Hybrid Meeting
Sparacino Conference Room - City Hall East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
05/11/2026
The City of Santa Clara is conducting the Parks & Recreation Commission meeting in a hybrid manner ( in-person and a method for the public to participate remotely).

Join Zoom meeting
https://santaclaraca.zoom.us/j/89200857003
Webinar ID: 892 0085 7003
By consensus, the Commission agreed to hear agenda items out of order. Items were heard in the following order: Items 1.A.,3, 4 and 2.

CALL TO ORDER AND ROLL CALL
Chair Chu called the meeting to order at 7:00 PM.

Commissioner Dana Caldwell, Chair Maureen Chu, Commissioner Derek DeMarco, Commissioner Eversley Forte, Vice Chair Vikas Gupta, and Commissioner Edward A. Souza
Present 6 -

CONSENT CALENDAR

1.A. 26-514 Action on the Parks & Recreation Commission Minutes of the April 13, 2026 Meeting
Recommendation:

Approve the Parks & Recreation Commission Minutes of the April 13, 2026 Meeting.

Commissioner Forte made a motion, seconded by Commissioner DeMarco, to recommend approval of the April 13, 2026, Parks & Recreation Commission minutes. The motion carried by the following vote:

Aye: Commissioner Caldwell, Chair Chu, Commissioner DeMarco, Commissioner Forte, Vice Chair Gupta, and Commissioner Souza 6 -

05/11/2026Parks & Recreation Commission Meeting Minutes

PUBLIC PRESENTATIONS
Greg Sifferman spoke on the architectural style of the International Swim Center rebuild. He shared concept art and expressed interest in participating in the design selection process.

GENERAL BUSINESS

2. 26-513 Discuss and Develop Parks & Recreation Commission Work Plan Goals and Activities for FY 2026/27
Recommendation:

Discuss and develop Parks & Recreation Commission Work Plan Goals and Activities for FY 2026/27.

The Commission discussed the item and, by consensus, moved on to the next item. No action was taken or required.

3. 26-517
Review of the Proposed FY 2026/27 & FY 2027/28 Biennial Capital Improvement Program Budget and FY 2026/27 Operating Budget Amendments
Recommendation:

It is recommended that the Commission:

1. Review the report and presentation related to the Proposed FY 2026/27 & FY 2027/28 Biennial Capital Improvement Program Budget and FY 2026/27 Operating Budget Amendments; and

2. Provide feedback regarding the projects under the purview of the Parks & Recreation Department.

Staff presented the budget report, and the Commission received the report. No action was taken.

4. 26-518
Discuss and Update the Parks & Recreation Commission’s FY 2025/26 Work Plan Goals and Activities
Recommendation: Discuss and update Parks & Recreation Commission Work Plan Goals and Activities for FY 2025/26.

The Commission discussed the item and, by consensus, moved on to the next item. No action was taken or required.

05/11/2026Parks & Recreation Commission Meeting Minutes

STAFF REPORT
Director Damon Sparacino highlighted the upcoming Juneteenth celebration hosted by the Library and encouraged Commissioners to sign up for the Library newsletter, noting that the Library has many enjoyable events taking place.

Recreation Manager Kimberly Castro provided an update on the Henry Schmidt construction project and the Central Park Access Project. She reported that the International Swim Center project is progressing smoothly and that the diving well is currently being dewatered. She also shared that the City is partnering with Mission College for the Summer Concert Series, highlighted the upcoming Health & Wellness Fair and its resources for caregivers and seniors, and noted the upcoming FIFA flag-raising event.

05/11/2026Parks & Recreation Commission Meeting Minutes

COMMISSIONERS REPORT
Commissioner Caldwell reported visiting the Night Market, Henry Schmidt Park, Central Park, and Maywood Park. He stated he was impressed with the additional staffing and the improvements it has made at the park.

Chair Chu reported attending her daughter’s dance recital, noting that this was the 15th recital she has attended with her daughter. She also shared that she has now visited two-thirds of the City’s parks.

Commissioner DeMarco reported visiting Bowers Park, Central Park, Warburton Park, and Eddie Souza Park. He noted that the grass maintenance at Bowers Park looked very good. He also shared his appreciation for the assigned seating at his daughter’s dance recitals and inquired about the rates for Lifetime Tennis.

Commissioner Forte reported attending the STEM Zone event, the Night Market, and the Health & Wellness Fair.

Vice Chair Gupta reported attending the tree pruning presentation and stated that he learned a great deal. He also attended the Night Market with his family, visited Central Park, and viewed a video of the International Swim Center deconstruction.

Commissioner Souza reported listening to the May 5, 2026, City Council meeting. He stated he was pleased to hear the Council’s comments regarding the Master Plan and requested advanced notice when significant Parks & Recreation items are scheduled to go before the Council so he can plan to listen in. Director Damon Sparacino and Recreation Manager Kimberly Castro acknowledged Commissioner Souza's request and agreed to provide advance notice of major Parks & Recreation items going to the City Council when possible.

ADJOURNMENT
Commissioner Caldwell made a motion, seconded by Vice Chair Gupta, to adjourn the Parks & Recreation Commission meeting at 8:30 PM until the next regular meeting on June 8, 2026, at 7:00 PM in the Sparacino Conference Room at City Hall.

Aye: Commissioner Caldwell, Chair Chu, Commissioner DeMarco, Commissioner Forte, Vice Chair Gupta, and Commissioner Souza 6 -

05/11/2026Parks & Recreation Commission Meeting Minutes

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

City of Santa Clara
Meeting Minutes
Cultural Commission
Draft
7:00 PM Hybrid Meeting
Santa Clara Senior Center
Room 205
1303 Fremont Street
Santa Clara, CA 95050
05/04/2026
The City of Santa Clara is conducting the Cultural Commission meeting in a hybrid manner (in-person and a method for the public to participate remotely).

Via Zoom:
https://santaclaraca.zoom.us/j/82207705371
Webinar ID: 822 0770 5371
Or join by phone: 669-900-6833

CALL TO ORDER AND ROLL CALL
The meeting was called to order by Vice Chair Diaz at 7:07 p.m.

Commissioner Abinas Roy, Vice Chair Candida Diaz, Commissioner Charles Pontious, Commissioner Kuku Das, Commissioner Louis Samara, and Commissioner Neetu Garg
Present 6 -
Chair Debra von HueneAbsent 1 -
A motion was made by Commissioner Samara and seconded by Commissioner Garg to excuse Chair von Huene from the meeting.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -

Absent: Chair von Huene1 -

CONSENT CALENDAR

05/04/2026Cultural Commission Meeting Minutes

1.A 26-471 Action on the Cultural Commission Regular Minutes of April 6, 2026 Recommendation: Approve the Cultural Commission Regular Meeting Minutes of April 6, 2026
A motion was made by Commissioner Samara and seconded by Commissioner Roy to approve the minutes from the April 6, 2026 meeting.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS

2. 26-478 Discussion and Potential Action on the Cultural Commission Work Plan and Activities for FY 2025/26
Recommendation:

Discuss and potentially take action on the Cultural Commission Work Plan and Activities for FY 2025/26.

A motion was made by Commissioner Samara and seconded by Commissioner Pontious to approve the allocation of $2,800 to promote Cultural Commission activities, upcoming dates and events on a utility bill insert.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -
A motion was made by Commissioner Samara and seconded by Commissioner Pontious to allocate $1,000 to Mission College to cosponsor a concert on June 3, 2026.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -

05/04/2026Cultural Commission Meeting Minutes

3. 26-479 Discuss and Develop Cultural Commission Work Plan Goals and Activities for FY 2026/27
Recommendation: Discuss and Develop Cultural Commission Work Plan Goals and Objectives for FY 2026/27.

A motion was made by Commissioner Pontious and seconded by Commissioner Das to allocate $250 towards lawn signage to promote Street Dance and its new location.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -
A motion was made by Commissioner Pontious and seconded by Commissioner Garg to allocate $1,200 in FY26/27 for the Halloween and Holiday Home Decorating Contests.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -

STAFF REPORT
Supervisor Shaddle shared dates for upcoming events that the Commission would be interested in or is involved in. Nebula Rider, the outdoor temporary art piece, would be removed on May 27. The FIFA flag raising would be at City Hall on May 12. The Asian American Stories Video Contest was being held at the Mission City Center for Performing Arts on Saturday, May 9, and was a partnership between the Santa Clara City Library, Ding Ding TV, and the Silicon Valley Community Media. The City Council Special Order of Business, where the Commission will present their accomplishments for the previous year and what is upcoming, to Mayor and City Council is scheduled for Tuesday, July 7. The Cultural Commission dinner with City Council is scheduled for Tuesday, Aug. 25.

The Juneteenth Concert, partnered with the Santa Clara Library, Parks & Recreation and Cultural Commission will be held Friday, June 19 behind the Library. The first Mission College concert, cosponsored by the Cultural Commission will be held Wednesday, June 3. Lastly, the June Celebrate Santa Clara: Night Market will be held on June 6 and 7 at 900-1000 Lafayette Street.

05/04/2026Cultural Commission Meeting Minutes

COMMISSIONERS REPORT
Commissioner Garg visited New Delhi, India.

Commissioner Das shared the success of the 26th Anniversary iGurukul Cultural Extravaganza event, which included over 250 artists and dancers from all different countries.

Commissioner Roy attended the Celebrate Santa Clara: Night Market, held the weekend of May 1 and 2.

Commissioner Pontious shared that he would be performing at a benefit for The Santa Clara Library Foundation & Friends at the Triton Museum of Art on Saturday, May 16.

ADJOURNMENT
A motion was made by Commissioner Samara and seconded by Commissioner Roy to adjourn the meeting at 8:14 p.m.

Aye: Commissioner Roy, Vice Chair Diaz, Commissioner Pontious, Commissioner Das, Commissioner Samara, and Commissioner Garg 6 -
Excused: Chair von Huene1 -
The next regular meeting of the Cultural Commission will be held on Monday, June 1, 2026.

05/04/2026Cultural Commission Meeting Minutes

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-480 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Resolution Authorizing an Ad Valorem Tax Levy to Finance the City’s 2026 General Obligation Bonds Debt Service for Fiscal Year 2026/27 In the Amount of $22.70 per $100,000 (0.0227%) of Assessed Value in FY 2026/27

BACKGROUND
Measure I, which passed with more than two-thirds approval of City of Santa Clara (the “City”) voters at the November 5, 2024 General Election, authorizes the issuance of general obligation bonds by the City in the total principal amount of $400 million (the “Bonds”) for the purpose of providing funds for the municipal capital improvements listed in the bond expenditure plan (Attachment 2) approved by City Council. The first series of Bonds, in the principal amount of $97.125 million, was issued in February 2026 (RTC 26-87). The initial debt service payment on the first series of bonds is due August 1, 2026 and will be paid with property taxes authorized by Resolution 25-9455 (RTC 25-722) and collected by Santa Clara County (the “County”) in Fiscal Year 2025/26.

Staff is requesting City Council approval of the required property tax levy to be placed on the Fiscal Year 2026/27 County property tax roll to provide for debt service payments of principal and interest coming due on the Bonds in FY 2026/27 and first half of FY 2027/2028. Under the California Constitution and applicable provisions of the California Government Code, the City is required to annually levy an ad valorem property tax in an amount sufficient to pay principal and interest on voter -approved general obligation bonds as those payments become due. Once the Bonds have been issued, the City has an ongoing legal obligation to annually levy a property tax in an amount sufficient to pay debt service on the outstanding Bonds, requiring City Council approval each year of a tax levy resolution with the applicable tax rate until the final maturity of all issued Bonds.

DISCUSSION
City staff, working with the City’s municipal advisor, PFM Financial Advisors, has estimated the required FY 2026/27 ad valorem property tax rate as $22.70 per $100,000 (0.0227%) of assessed value. PFM Financial Advisors performs the annual debt service tax rate calculation by reviewing the scheduled principal and interest payments due during the applicable tax collection period, projected assessed valuation provided by the County, estimated collection rates, and any available debt service fund balances. Based on these factors, PFM determines the tax levy necessary to generate sufficient revenues to meet the City's debt service obligations while avoiding over-collection.

This rate is below the $28.70 per $100,000 (0.0287%) of assessed value levied in FY 2025/26, which was based on debt service estimates at that time. The FY 2026/27 rate is based on the actual results from the February 2026 debt issuance for the first series of Bonds.

The attached resolution (Attachment 1) includes these figures and authorizes City staff to provide the City of Santa Clara Printed on 7/2/2026Page 1 of 3
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26-480 Agenda Date: 7/7/2026
resolution and any related information to the appropriate County officials. Following City Council approval, the adopted levy will be certified to the County Controller-Treasurer, who is responsible for placing the tax on the annual property tax roll and collecting the levy from property owners.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of a California Environmental Quality Act (“CEQA”) pursuant to the CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Furthermore, the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The ad valorem property tax levy of $22.70 per $100,000 (0.0227%) of secured assessed value in FY 2026/27 is expected to generate approximately $13.8 million. This amount, combined with FY 2025/26 assessment (approximately $17.3 million), FY 2026/27 unsecured levy (approximately $2 million), and remaining Capitalized Interest resulting from bond sale premium (approximately $5.3 million, see RTC 26-87), is expected to be sufficient to make total debt service payment of $38.4 million for FY 2026/27 ($19.83 million) and the first payment of FY 2027/28 ($18.54 million due August 1, 2027) on the Bonds issued.

After unsecured tax roll collection and recording interest income earned on the funds are accounted for, staff will return to the City Council with budget amendments as part of the FY 2025/26 Budget Year End Report to reconcile revenue assumptions compared to actual receipts for the Measure I General Obligation Bond Debt Service Fund.

COORDINATION
This report has been coordinated with 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] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.

RECOMMENDATION
Adopt a Resolution Authorizing an Ad Valorem Tax Levy Based on a Debt Service Estimate to be Provided to Santa Clara County Respecting Unsold General Obligation Bonds for Fiscal Year 2026/27 In the amount of $22.70 per $100,000 (0.0227%) of assessed value.

Reviewed by: Linh Lam, Acting Director of Finance
Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Printed on 7/2/2026Page 2 of 3
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26-480 Agenda Date: 7/7/2026

ATTACHMENTS

1. Draft Resolution Authorizing an Ad Valorem Tax Levy Based on a Debt Service Estimate to be Provided to Santa Clara County Respecting Unsold General Obligation Bonds for Fiscal Year 2026/27

2. Bond Expenditure Plan
City of Santa Clara Printed on 7/2/2026Page 3 of 3
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Resolution/Authorizing Ad Valorem Tax Levy
Rev: 7/27/2023

RESOLUTION NO.

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,

AUTHORIZING AN AD VALOREM TAX LEVY BASED ON A DEBT

SERVICE ESTIMATE TO BE PROVIDED TO SANTA CLARA COUNTY

RESPECTING UNSOLD GENERAL OBLIGATION BONDS FOR FISCAL
YEAR 2026-27
WHEREAS, the City of Santa Clara (the “City”) is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, more than two-thirds of the electors voting at an election duly and regularly held in the City on November 5, 2024, voted in favor of a bond measure known as Measure I (the “Bond Measure”), authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $400,000,000 (the “Bonds”) for the purpose of providing funds for certain municipal improvements; and
WHEREAS, the City must annually set ad valorem property tax, based on the assessed valuation subject to taxation, and must inform the County of Santa Clara (the “County”) of these rates by July 21st for inclusion on that year’s property tax bill; and WHEREAS, passage of this resolution will permit the City to collect the Fiscal Year 2026-27 tax revenues for the payment of debt service on outstanding City general obligation bonds, as approved by the voters of the City; and
WHEREAS, the City Council wishes at this time to authorize the City Manager, the Director of Finance and the City Clerk to make certain communications with the County respecting the foregoing.

NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. Recitals Correct. The foregoing recitals are true and correct.

2. Information to County. The City Manager, the Director of Finance and the City Clerk are each hereby separately authorized to (a) file a certified copy of this Resolution with the Clerk of the Board of Supervisors and such other County officials as the County may require to facilitate such levy, and (b) provide, or cause to be provided, an estimate of debt service for the Bonds to Resolution/Authorizing Ad Valorem Tax Levy
Rev: 7/27/2023

the Auditor-Controller of the County.

3. Request to County to Levy Tax. The Board of Supervisors of the County is hereby requested to adopt a tax rate of $22.70 per $100,000 assessed valuation with respect to the City, based upon estimated debt service schedules prepared by officers of the City, together with the City’s municipal advisor, and to levy an ad valorem tax in fiscal year 2026-27 on all taxable property in the City sufficient to pay the estimated debt service.

4. Application of Tax. As provided in Section 43634 of the California Government Code, all taxes levied pursuant to this Resolution shall be used only for payment of the Bonds and the interest thereon.

5. Adoption; Effective Date. This Resolution shall take effect immediately upon its adoption.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 7th DAY OF JULY, 2026, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None
General Obligation Bond Expenditure Plan
$400 Million Bond Measure
Project Areas Total
Streets and Transportation 41,170,000 Street Resurfacing and Rehabilitation 23,000,000 ADA Improvements 10,000,000
Creek Trail Rehabilitation 2,500,000 Bicycle Wayfinding 300,000 Contingency/Escalation/Administration 5,370,000 Fire Stations and Emergency Response 142,235,450 Fire Stations 5 Replacement 27,000,000 Fire Stations 7 Replacement 27,000,000 Fire Stations 9 Replacement/Renovations 9,000,000 Fire Station 1 Replacement/Renovations 58,000,000 Fire Training Tower Renovation 783,000 Various Fire Station Infrastructure Upgrades 1,900,000 Contingency/Escalation/Administration 18,552,450 Police Facilities 43,987,500
Police Department Drone First Responder Infrastructure 3,000,000 Emergency Operations Center Infrastructure 250,000 Police Training Facility 30,000,000 Police Department Facility and Real-Time Crime Center
Infrastructure 5,000,000
Contingency/Escalation/Administration 5,737,500 Parks, Library, Senior Center, and Aquatics Facilities 115,258,750 Renovation/Expansion of 3 Public Libraries 9,000,000 Senior Center Expansion/Renovation 9,500,000 Community Aquatic Facility/ISC Renovation/Replacement 45,000,000 Bowers Park Renovations 4,400,000 Earl Carmichael Park Playground Renovations 2,900,000 Warburton Park Playground Renovations 3,000,000 Henry Schmidt Park Playground Renovations 4,325,000 Pickleball Court 1,600,000
Mary Gomez Park Renovations 2,500,000 Aged Parks & Buildings Infrastructure in Critical/Poor
Condition 18,000,000
Contingency/Escalation/Administration 15,033,750 Stormdrain System Improvements 46,000,000 Stormdrain System Improvements 16,423,000 Storm Water Retention Basin Remediation 9,209,000 Green Stormwater Infrastructure Design & Construction 6,645,000 Lafayette St. Underpass at Subway Pump Station 4,946,000 Bowers Ave Underpass SDPS Rehabilitation 2,030,000 SDPS Motor and Control Replacement 347,000 Stormdrain Pump Station Outfall Reconstruction Program 250,000 Stormdrain Renovations 150,000 Contingency/Escalation/Administration 6,000,000 Historic Buildings and Beautification 9,200,000 Street/Median Beautification Improvements 4,000,000 Renovations to Historic Buildings 3,000,000 Triton Museum Improvements 1,000,000 Contingency/Escalation/Administration 1,200,000
Bond Issuance Costs 2,000,000
GRAND TOTAL 399,851,700$

1. In General. This City of Santa Clara plan for the expenditure of bond proceeds (“Expenditure Plan”) was adopted by the City Council on July 16, 2024, by Resolution No. 24-9346, to implement Section 6 of that certain Ordinance No. 2069 adopted concurrently herewith (“Ordinance”). The Ordinance calls for an election by City voters on a ballot measure to approve the issuance of up to $400,000,000 in bonds (“Infrastructure Bonds”) for purposes of financing the acquisition and construction of public infrastructure on the terms set forth therein. To the extent of any conflict between this Expenditure Plan and the Ordinance, the terms of the Ordinance shall govern. The above chart summarizes the Expenditure Plan’s “Project Categories” (as defined in Section 2, below), and “Infrastructure Projects” (as defined in Section

2. Project Categories. The Expenditure Plan includes the following infrastructure expenditure categories (“Project Categories”), each with a designated amount of allocated Infrastructure Bonds proceeds (“Designated Allocations”): Streets and Transportation ($41,170,000); Fire Stations and Emergency Response ($142,235,450); Police Facilities ($43,987,500); Parks, Library, Senior Center and Aquatic Facilities ($115,258,750); Storm Drain System Improvements (46,000,000); Historic Buildings and Beautification ($9,200,000); and Bond Issuance Costs ($2,000,000). Project Categories and/or their respective Designated Allocations may be amended, but only in accordance with the Expenditure Plan Amendment Process set forth in Section 6 of this Expenditure Plan, below. Notwithstanding the foregoing, the Designated Allocation for Bond Issuance Costs shall be treated as a “Budgeted Amount” under this plan, to be updated by staff without a formal Expenditure Plan amendment in accordance with the process set forth in Section 3, below.

3. Designated Infrastructure Subcategories/Specific Projects. Within each Project Category, there is a list of designated project subcategories and/or specific projects (“Infrastructure Projects”), including estimated amounts budgeted for each such project subcategory/specific project, and an overall estimate of the projected contingencies, cost escalations and administrative costs necessary for project implementation (“Budgeted Amounts”). Infrastructure Projects may be deleted or added, but only in accordance with the Expenditure Plan Amendment Process set forth in Section 6 of this Expenditure Plan, below. Budgeted Amounts represent City staff’s best estimate of the projected costs for such Infrastructure Projects as of the date of the City’s adoption of this Expenditure Plan. Throughout the duration of the Expenditure Plan staff will monitor the Budgeted Amounts for outstanding projects and, at least [annually], as necessary, staff will revise the Expenditure Plan to update the Budgeted Amounts to be consistent with then projected project implementation costs. Staff updates to Budgeted Amounts will not be considered amendments to the Expenditure Plan requiring the amendment process set forth in Section 6, below.

4. Phased Implementation. Infrastructure Projects identified within the Expenditure Plan will be implemented in phases (each a “Project Phase”). Consistent with priorities set by the City Council, staff will develop lists of proposed Infrastructure Projects to be included within each Project Phase. Each Project Phase will be presented for City Council and approval as part of the City’s annual Capital Improvement Program budget process. Additional factors to be considered in the development and timing of each Project Phase, and the sequencing of projects within each Project Phase time period include: (a) the need to balance available staff and contractor resources; (b) the length of the planning, design, and construction phases of each project; (c) disruption to the public as City services and facilities are removed from service to undergo renovations; (d) legal requirements for the expenditure of Infrastructure Bond proceeds (in general, under current federal tax law, the City must expect to spend 85% of each series of Infrastructure Bond funds within three years of their date(s) of issuance ); (e) the timing and availability of alternate and supplemental funding sources; (f) local, regional, state or federal permitting requirements; (g) the need to coordinate with outside agencies.

5. Council Approval Required. Council approval shall be required for (a) each and every proposed Project Phase for the implementation of the Expenditure Plan; (b) each and every issuance of Infrastructure Bonds to finance a Project Phase; and (c) any proposed amendment to the Expenditure Plan as provided in Section 6. Below.

6. Amendment of the Plan. Any proposed substantive amendment to this Expenditure Plan shall be subject to the requirements of Section 13(b)(ii) of the Ordinance. Such requirements shall include prior consideration and input from the “Bond Compliance COC” as provided therein.

7. Legal Requirements for Capital Projects. All Infrastructure Project costs paid from Infrastructure Bond proceeds shall consist of capital costs of the acquisition and improvement of real property within the meaning of California law. Any Infrastructure Project costs consisting of furnishings, furniture, equipment, software, ordinary maintenance (such as repairs, painting, resurfacing, striping or slurry seals), or other non-capital costs shall be paid by the City from other funds.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-630 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action to Approve and Authorize the City Manager to Execute Amendments to Reinstate and Extend Terms of Agreements with Raftelis Financial Consultants, Inc. and Baker Tilly Advisory Group for Organizational Assessment Services and Increase the Maximum Compensation Amounts to $500,000 and $347,000, Respectively

BACKGROUND
Within the last three years, the City has onboarded new executive leadership, including a new City Manager and several new Directors. As leadership evaluated City operations, service delivery expectations, and long-term organizational needs, it became increasingly important to assess whether existing departmental structures, staffing models, and functional alignments were positioned to support current priorities and future demands. Initiatives such as the creation of a new Economic Development and Sustainability Department, the continued expansion of Silicon Valley Power, and implementation of the Accela system further highlighted the need to evaluate the structure and effectiveness of City departments. Given the scope and significance of these efforts, the City required independent organizational assessment services to provide objective analysis, identify opportunities for improvement, and develop recommendations to ensure departments are structured and staffed to operate efficiently, effectively, and in alignment with the City’s evolving strategic goals.

Accordingly, staff initiated a Request For Proposals (RFP) for organizational assessment services.

Following the competitive RFP process and pursuant to City Code Section 2.105.300(a) which authorizes the City Manager to execute agreements up to $250,000, the City Manager executed agreements with Raftelis Financial Consultants, Inc. (Raftelis) and Baker Tilly Advisory Group (Baker Tilly) for organizational assessments services. The agreements were executed for initial one-year terms, ending October 31, 2025 for Raftelis, and December 31, 2025 for Baker Tilly, with options to renew for up to two additional one-year terms and maximum not-exceed-compensation amounts of $250,000 each.

The services under these agreements provide organizational assessment services, including but not limited to, evaluation of staffing levels, job roles, duties, and department organizational structures.

Recommendations are then developed based on findings and may include organizational best practices, supervisory-to-staffing ratios, organizational needs, workflow improvements, and optimization of organizational and staffing models for each function.

Based on the proposals submitted during the solicitation process, Baker Tilly was assigned to complete the services for Silicon Valley Power (SVP) and the Department of Public Works (DPW).

Raftelis was assigned to complete the services for the Community Development Department (CDD) and Parks and Recreation Department (PRD). The scopes permit the City to request additional organizational assessments be provided for other City departments, as-needed.

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DISCUSSION
Since execution of the agreements, organizational assessment services for the departments have been completed or are underway for the departments originally identified in the scope of work. As the assessments progressed, additional opportunities were identified to evaluate cross-departmental business processes, support organizational restructuring efforts, and extend services to additional departments. The following summarizes the status of each assessment and the additional services recommended to support the City’s organizational and operational objectives.

Community Development Department
The CDD organizational assessment, performed by Raftelis, provides a comprehensive evaluation of the department’s organizational culture, business processes, and management systems. At the time the assessment was initiated, the CDD Director had only recently joined the City, and Raftelis relied primarily on the division managers for input and for identifying staff to participate in interviews.

To ensure broader representation across CDD, the assessment was expanded to include interviews with up to 40 staff members and a more focused review of cross-departmental processes. The expanded scope is intended to provide a more comprehensive assessment of how internal dynamics affect performance, service delivery, and staff engagement. The additional work includes business process mapping, benchmarking, and collaborative solution development to improve the delivery of planning, permitting, and related services, with participation from departments whose processes intersect with CDD, including Public Works, Fire, Water & Sewer Utilities, and Information Technology.

The additional interviews and cross-departmental process mapping are estimated to increase CDD’s total cost by $159,834 from $88,058 for a revised total of $247,892.

Parks and Recreation Department
Raftelis has completed PRD’s organizational assessment and provided recommendations to PRD leadership. This project remained within the initial estimated budget of $76,058.

Public Works
Baker Tilly has completed DPW’s organizational assessment and provided recommendations to DPW leadership. This project remained within the initial estimated cost of $99,500.

Silicon Valley Power
The organizational assessment for SVP, performed by Baker Tilly, evaluated SVP’s organizational structure, staffing levels and workflow processes in order to position SVP to meet current and future service demands.

Through stakeholder engagement and data analysis, Baker Tilly assessed that SVP’s Business Services Division was facing several challenges affecting departmental efficiency and performance.

To better align with citywide processes and improve operational efficiency, Baker Tilly recommended that the Business Services Division be reorganized under the City’s Finance Department to provide stronger structural support, clearer accountability, and improved coordination with procurement and financial planning functions. With support of the City Manager, this organizational change was implemented in August 2025, resulting in an additional cost of $24,500.

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To further support operational efficiency and business continuity while SVP Business Services Division move under the Finance Department, staff recommends Baker Tilly provide additional business process mapping and documentation for procurement and financial planning functions, for an anticipated additional cost of $50,000.

In late March 2026, Baker Tilly submitted an initial draft of SVP’s full assessment. During the review of the draft, SVP proposed the creation of a new division that had not been previously evaluated as part of the original assessment. To further explore this option, staff recommends that Baker Tilly facilitate additional discussions with SVP and perform supplemental analysis to determine whether the proposed division should be incorporated into the final recommendations. This additional analysis is anticipated to cost $25,000.

In total, the additional assessments being provided to SVP are anticipated to increase SVP’s total cost by $99,500 from $123,000 for a revised total of $222,500.

Water & Sewer Utilities
Water & Sewer Utilities is now interested in receiving Raftelis’ organizational assessment services in an effort to improve organizational structure, clarify business processes, and add workflow efficiencies. The initial estimated cost for this assessment is $106,950.

Summary
The original maximum compensation amounts were established based on the estimated cost of organizational assessments for the Community Development, Parks and Recreation, Public Works, and Silicon Valley Power departments. Since execution of the agreements, the scope of services has expanded to include additional stakeholder engagement, cross-departmental business process mapping, and organizational assessment services for Water & Sewer Utilities.

To support the organizational assessment services completed, in process, and anticipated to begin, staff recommends increasing the maximum compensation amount for Raftelis by $250,000 for a revised maximum compensation amount of $500,000, and increasing the maximum compensation amount for Baker Tilly by $97,000 for a revised maximum compensation amount of $347,000.

Raftelis also requested an approximate 3% increase in hourly rates as shown in the proposed Amendment No. 1.

Table 1 summarizes the original maximum compensation amounts as were specified in each Task Order. It also includes additional services utilizing contingency as needed, and details the proposed revised maximum compensation by consultant which will be documented in amended Task Orders.

The contingency amounts are intended to provide flexibility to address organizational assessment needs identified through the course of the engagements. Such services may include additional stakeholder interviews, business process mapping, benchmarking, organization design support, evaluation of alternative organizational structures, and assessments for additional departments or functions, as authorized by the City.

Table 1 - Organizational Assessment Services Summary
Vendor/Department Original
Maximum
Compensation
Additional
Services
Revised
Maximum
Compensation
Raftelis
Community Development $88,058 $74,450 $162,508
Parks and Recreation $76,058 $0 $76,058
Water and Sewer N/A $106,950 $106,950
Contingency $85,884 $68,600 $154,484
Maximum Compensation $250,000 $250,000 $500,000
Baker Tilly
Public Works $99,500 $0 $99,500
SVP $123,000 $99,500 $222,500
Contingency $27,500 -$2,500 $25,000
Maximum Compensation $250,000 $97,000 $347,000
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Vendor/Department Original
Maximum
Compensation
Additional
Services
Revised
Maximum
Compensation
Raftelis
Community Development $88,058 $74,450 $162,508
Parks and Recreation $76,058 $0 $76,058
Water and Sewer N/A $106,950 $106,950
Contingency $85,884 $68,600 $154,484
Maximum Compensation $250,000 $250,000 $500,000
Baker Tilly
Public Works $99,500 $0 $99,500
SVP $123,000 $99,500 $222,500
Contingency $27,500 -$2,500 $25,000
Maximum Compensation $250,000 $97,000 $347,000
Request to Reinstate and Retroactively Exercise Option
Although each agreement provides the City with up to two additional one-year option terms, the administrative actions required to formally exercise the first option were not completed before the agreements expired, while services continued without interruption.

To accurately account for completed and ongoing work and allow for the continuation of services in support of the objectives described above, staff recommends approving the proposed amendments which reinstate the Agreements and approve the City’s retroactive exercise of the first of the two option terms for each agreement, extending the Raftelis agreement through October 31, 2026, and the Baker Tilly agreement through December 31, 2026. The City may exercise the second option term in accordance with the terms and conditions set forth in each agreement.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
Funding has been set aside in the City Manager’s Office for the organizational review assessments.

The additional work outside of the initial scope of work for the assessments (process mapping and assessment of proposed new division) would be funded by each respective department and existing funds would be used to cover this cost.

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

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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 or designee to execute Amendment No. 1 to the agreement with Raftelis Financial Consultants to reinstate the agreement, exercise the first of two one-year options to extend the term through October 31, 2026, increase the Consultant’s standard hourly rates, and increase the maximum compensation by $250,000 for a revised maximum compensation amount of $500,000, subject to the appropriation of funds and review and approval as to form by the City Attorney;

2. Approve and authorize the City Manager or designee to execute Amendment No. 1 to the agreement with Baker Tilly Advisory Group to reinstate the agreement, exercise the first of two one-year options to extend the term through December 31, 2026, and increase the maximum compensation by $97,000 for a revised maximum compensation amount of $347,000, subject to the appropriation of funds and review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreements, including exercising options to extend, and to negotiate and execute future amendments to (a) add or delete services associated with the services, (b) adjust rates in accordance with the rate schedule provisions, and (c) make de minimis changes, provided that the maximum compensation amounts are not exceeded and subject to the appropriation of funds and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Baker Tilly Agreement

2. Raftelis Agreement

3. Baker Tilly Amendment No. 1

4. Raftelis Amendment No. 1
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AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BAKER TILLY ADVISORY GROUP, LP

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Baker Tilly Advisory Group, LP, a Delaware limited partnership, (Consultant). City and Consultant may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibits A 1 and A2, entitled "Scope of Services";
B. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A 1 - Scope of Services
Exhibit A2 - Overview of Initial Departments for Assessment Exhibit 81 - Compensation
Exhibit 82 - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D -Task Order Form
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Exhibit E - Notice of Exercise of Option to Extend Agreement Form This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the initial term of this Agreement shall begin on December 20, 2024 and terminate on December 31, 2025.

B. After the initial term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two (2) additional one-year terms through December 31, 2027 ("Option Periods"), subject to the appropriation of funds. See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A.

B.

C.

D.

General: The Consultant will provide services to the City as set forth in Exhibits A 1 and A2 as further described pursuant to individual task orders (Exhibit D). Each Task Order will describe the services and deliverables (collectively "Work") the Consultant must provide, the time limit within which the Consultant must complete the Work and the compensation for the Work.

Approved Task Order: The City will not compensate the Consultant for any Work until the City has executed the task order for such Work ("Approved Task Order'').

Obligation to Issue: The City has no obligation to issue any Approved Task Orders under this Agreement.

Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

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

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

6. COMPENSATION AND PAYMENT
Consultant shall be paid in accordance with Exhibits B 1 (Compensation) and B2 (Fee Schedule). The maximum compensation of this Agreement is specified in Exhibit 81, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense . Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

Agreement with Baker Tilly Advisory Group, LP
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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 subcontractors without express written permission from City.

Consultant shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as 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 contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information 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
Subject to Consultant's Knowledge (as defined below) 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 ("Deliverables") shall be the property of City but Consultant may retain and use copies thereof . Notwithstanding the foregoing, Consultant will maintain all ownership right, title and interest to all of Consultant's Knowledge. For purposes of this Agreement "Consultant's Knowledge" means Consultant's proprietary programs, modules, products, inventions, designs, data, Agreement with Baker Tilly Advisory Group, LP
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or other information, including all copyright, patent, trademark and other intellectual property rights related thereto, that are (1) owned or developed by Consultant prior to the Effective Date of this Agreement ("Consultant's Preexisting Knowledge") (2) developed or obtained by Consultant after the Effective Date, including during the course of providing services under this Agreement, but: (i) which are developed or obtained without using City's Confidential Information, or (ii) which City has not paid for such development; and (3) extensions, enhancements, or modifications of Consultant's Preexisting Knowledge which do not include or incorporate City's Confidential Information .

To the extent that any Consultant's Knowledge is incorporated into the Deliverables, Consultant grants to City a non-exclusive, paid up, perpetual royalty-free worldwide license to use such Contractor Knowledge in connection with the Deliverables, and for no other purpose without the prior written consent of Consultant. 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 CONSUL TANT
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 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
A To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any third party claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the gross negligence, willful misconduct or fraudulent Agreement with Baker Tilly Advisory Group, LP
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behavior of Consultant in performing the Services pursuant to this Agreement- including claims of any kind by Consultant's employees or persons contracting with Consultant to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

D. The liability (including attorney's fees and all other costs) of either Party and its present or former partners, principals, agents or employees related to any claim for damages relating to the Services performed under this Agreement shall not exceed a multiple of three-times (3X) the fees paid to Consultant under this Agreement, except to the extent finally determined to have resulted from the gross negligence, willful misconduct or fraudulent behavior of the liable Party relating to such Services. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted, including the negligence of either party. Additionally, in no event shall either party be liable for any lost profits, lost business opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays, interruptions or viruses arising out of or related to this Agreement even if the other party has been advised of the possibility of such damages.

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.

Agreement with Baker Tilly Advisory Group, LP
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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: Human Resources Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows :

Baker Tilly Advisory Group, LLC
Attention: Caitlin Humrickhouse
205 Michigan Ave
Chicago, IL 60601
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 ).

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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 shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

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

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

Agreement with Baker Tilly Advisory Group, LP
Rev. 07-01-18

EBIX Insurance No. S200005491

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: _ ___,l'-l-' '-2..c..+/ --=i,;..;;..J; _ _ • _ ____ _ JQ, ' N . GROGAN
,..,.--City Manager
_.-- City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
''CITY"

BAKER TILLY ADVISORY GROUP, LP
a Delaware limited partnership
Dated: ('i I) Ar -
By (Signature): _ ~ ~
Name: Caitilin Humrickhouse
Title: Principal
Principal Place of 205 N. Michigan Avenue
12/18/2024
Business Address: _C_hi_ca.....:g"'""o_,_,_IL_6_06_0_1 ____ _ ____ _ _ Email Address: caitlin.humrickhouse@bakertilly .com
Telephone: (312) 729-8098
Fax: N/A
"CONSULT ANT"
Agreement with Baker Tilly Advisory Group, LP
Rev_ 07-01-18

EBIX Insurance No. S200005491
EXHIBIT A1

SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Consultant and City for professional services to evaluate staffing levels, job roles, and duties assess the organization of the City Manager's Office, Silicon Valley Power, and the Department of Public Works. Additional organizational assessments may be required for other City departments.

The Scope of Services, including Exhibits A 1, A2, and Consultant's proposal response dated April 5, 2024 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. GENERAL

1.1. The organizational assessments shall include:

1. 1.1. current roles and responsibilities and staffing complements for the City Manager's Office,

1.1.2. current roles and responsibilities and staffing complements for Silicon Valley Power;

1.1.3. current roles and responsibilities and staffing complements for the Department of Public Works; and

1.1.4. other departments as determined by the City Manager.

1.2. Consultant shall provide services for other potential studies as required by the City Manager's Office.

1.3. The City Manager's Office is the final approver for all work provided under this agreement and shall be part of all project kick off meetings, deliverable reviews, and any other pertinent project meetings.

2. SCOPE DETAILS FOR ORGANIZATIONAL AND STAFFING REVIEWS Consultant shall provide the following services:

2.1. Organizational Analysis

2.1.1. Conduct an examination of the organizational structure of the City Manager's Office, which includes the Mayor & Council and City Clerk's Office, as well as Silicon Valley Power, the Department of Public Works, and other City departments as needed.

2.1 .2. Assess the functional assignments and human resources required to perform current duties in each Office and Department;
Agreement with Baker Tilly Advisory Group, LP/Exhibit A1-Scope of Services Rev. 07-01-18

EBIX Insurance No. S200005491

2.1.3. Interview staff members in the City Manager's Office, Silicon Valley Power, the Department of Public Works to understand their roles and responsibilities; and

2.1.4. Assess administrative strengths and opportunities.

2.2. Operational Analysis

2.2.1. Review each Office's operational functions and workflow process;

2.2.2. Analyze reporting relationships to ensure adequate span of control; and

2.2.3. Analyze staffing levels based on current and projected workloads.

2.3. Recommendations Based on Findings

2.3.1. Identify and recommend best practices, supervisory to staffing ratios, and organizational needs;

2.3.2. Recommend an optimal model and staff levels as appropriate for each function; and

2.3.3. Identify an optimal organizational structure and appropriate staffing levels for each function.

2.4. Upcoming Organizational Structure and Process Review

2.4.1. The City may have other reviews of certain organizational structures or processes upcoming and requests an hourly rate for potential future projects.

2.5. Deliverables
At the conclusion of an operational and organizational review Consultant shall:

2.5.1. Provide a summary of findings that effectively summarizes and communicates the information analyzed;

2.5.2. Identify key issues and opportunities;

2.5.3. Formulate recommendations for the City Manager's Office, Mayor & Council Office, City Clerk's Office, Community Development Department, and Park and Recreation Department; and

2.5.4. Create two optimal organizational charts: one for the City Manager's Office, and one for the City Manager to Department Head organizational chart.

2.6. As-Needed Services

2.6.1. The City may request additional work products and studies at a later time.

Agreement with Baker Tilly Advisory Group, LP/Exhibit A1-Scope of Services Rev. 07-01-18

EBIX Insurance No. S200005491

3. ASSIGNING WORK AND COORDINATION WITH CITY MANAGER'S OFFICE

AND CITY DEPARTMENTS

3.1. The City Manager's Office (CMO) is the final approver for all Task Orders, Deliverables, and any other final approvals that arise during the project. The City Manager's Office and City Departments will work in collaboration on each project.

3.2. Consultant shall coordinate all project kickoff meetings with the CMO.

3.3. Prior to deliverable completion Consultant shall schedule a meeting with the CMO for review and approval of deliverable.

3.4. Consultant acknowledges that Consultant is one of multiple firms selected to provide the services outlined in this Agreement. The City reserves the right in its sole discretion to determine which firm's qualifications, experience, available resources, ability to perform according to the required schedule, and hourly rates/fee best suit each project.

3.5. In addition, the City reserves the right to issue a mini-Request for Qualifications or mini-Request for Proposal (mini-RFQ or mini-RFP) prior to task order award. The mini-RFQ or mini-RFP award will be made based on the evaluation factors listed in the mini-RFQ or mini-RFP.

3.6. A Task Order must be issued and signed by the CMO prior to a project beginning.

Agreement with Baker Tilly Advisory Group, LP/Exhibit A 1-Scope of Services Rev. 07-01-18

EBIX Insurance No. S200005491
EXHIBIT A2

OVERVIEW OF INITIAL DEPARTMENTS FOR ASSESSMENT
The City has identified the following departments as a priority for assessment but the City reserves the right to change this priority and have a different department assessed prior. In addition, projects will be assigned based on process identified in Exhibit A 1 (Scope of Services).

1. CITY MANAGER'S OFFICE OVERVIEW

1.1. As a Council/Manager form of government, the City Manager is the Chief Executive Officer and head of the administrative branch of City government, as prescribed by the City Charter.

1.2. The City Manager's Office is responsible for providing strategic direction and support to all City departments for day-to-day operations and planning, as well as support to the City Council on policymaking. In addition to the oversight of City Departments, the City Manager oversees Silicon Valley Power, the City's electric utility, and the Santa Clara Convention Center, as well as serves as the Executive Director for the Santa Clara Stadium Authority. The City Manager's Office by extension includes offices such as the Mayor & Council Office and the City Clerk's Office.

1.3. The City Manager's Office has a corporate structure, in which City Departmental heads report to the City Manager's Office through Assistant City Managers.

1.4. More information on the City Manager's Office can be found starting on page 361 of the Fiscal Year (FY) 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov/home/showpu blisheddocument/81751 /63830997553120000 Q

1.5. Mayor & Council Office

1.5.1. As an extension of the City Manager's Office, the Mayor & Council Office supports the City Manager's Office on items that support the City Council. The City Council is a body of six Councilmembers and one Mayor, all elected to four-year terms.

1.5.2. More information on the Mayor & Council Office can be found starting on page 313 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov /home/showpu blisheddocument/81751/6383099755 31200000

1.6. City Clerk's Office
Agreement with Baker Tilly Advisory Group, LP/Exhibit A2-Overview of Initial Departments for Assessment Page 1
Rev. 07-01-18
EBIX Insurance No. S200005491

1.6.1. The City Clerk's Office works hand-in-hand with the City Manager's Office, overseeing daily operations of the City Clerk's Office, processing the agendas for and attending all meetings of the Council and Authorities Concurrent and Stadium Authority meetings, maintaining accurate and up-to-date records of these meetings and making the records available for public inspection.

1.6.2. Additionally, the City Clerk's Office manages and compiles City records in accordance with the Records Retention Schedule and in response to Public Records Act requests, and administers campaign and disclosure laws and programs.

1.6.3. More information on the City Clerk's Office can be found starting on page 342 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov/home/showpu blisheddocument/817 51/63830997 55 31200000

1. 7. The City Manager's Office includes a Non-Departmental component as well.

Staff budgeted here work on citywide strategic planning initiatives and stadium operations.

1. 7 .1. More information on the Non-Departmental staff can be found starting on page 633 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
.santaclaraca . gov /home/showpubl isheddocument/817 51 /638309975 531200000

2. SILICON VALLEY POWER OVERVIEW

2.1. Since 1896, Silicon Valley Power (SVP) has provided electricity for residents and businesses in Santa Clara. SVP has a budgeted staff of 222 employees who provide diverse services such as operating, maintaining and dispatching electric service including power plants, substations, transmission and distribution lines, engineering, system planning, administrative and financial management, marketing, customer services, power trading, outdoor Wi-Fi services, and dark fiber leasing services. All of these critical services work together to make SVP successful for the City and its businesses and residents.

2.2. Functionally, SVP is organized into four Divisions: Administrative & Business Services, Customer Development and Project Management, Resource Planning and Engagement, and Utility Operations. For budget tracking purposes, SVP has one additional division, Revenue and Resources.

Beginning in FY 2023/24, the Administrative Services and the Business Services Divisions were combined into one division to better reflect the organizational structure.

Agreement with Baker Tilly Advisory Group, LP/Exhibit A2-Overview of Initial Departments for Assessment
Rev. 07-01-18

EBIX Insurance No. S200005491

2.3. More information on Silicon Valley Power can be found starting on page 403 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov /home/showpu blisheddocu menUB 17 51/63830997 553120000 Q

3. DEPARTMENT OF PUBLIC WORKS OVERVIEW

3.1. The Department of Public Works (DPW) constructs , maintains and improves various components of the City's infrastructure and provides quality, cost­ effective, timely services to the residents and businesses of Santa Clara.

3.2. DPW is responsible for a wide variety of programs throughout the City which include design, construction management, stormwater pollution prevention, inspection and maintenance of City streets, bridges, traffic signal systems, building facilities , street trees, landscaping, sidewalks , and the closed landfill.

These responsibilities include the engineering aspects of the sanitary sewer system, which is maintained by the Water and Sewer Utilities Department, and maintenance of storm drain pipelines and trash racks for pump stations which are maintained and operated by the Water and Sewer Utilities Department.

DPW also oversees the coordination and management support for the Convention Center Maintenance District, manages solid waste contracts and oversees the procurement and maintenance of the City's fleet of vehicles and equipment.

3.3. DPW's focus areas include Engineering Services and Operations and Maintenance. Engineering is comprised of five divisions: Administration, Traffic, Design, Land and Property Development, and Field Services.

Operations and Maintenance is comprised of three divisions: Facility Services , Streets, and Fleet Management. The Streets Division is further subdivided to operate in the following areas: Administration, Traffic Maintenance, Street Maintenance (streets and storm drains), Environmental Programs, Solid Waste, Landscape, and Code Enforcement. The Facility Services Division manages the Convention Center Maintenance District, the Street Division manages the Downtown Parking Maintenance District, and the Fleet Management Division manages the Vehicle Replacement and Fleet Operations Funds .

3.4. More information on the Department of Public Works can be found starting on page 573 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov/home/showpublisheddocumenU81751 /63830997553120000 Q
Agreement with Baker Tilly Advisory Group, LP/Exhibit A2-Overview of Initial Departments for Assessment
Rev. 07-01-18

EBIX Insurance No. S200005491

1. MAXIMUM COMPENSATION
EXHIBIT 81

COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), during the Initial Term of the Agreement.

1.2. No services will be performed unless both Parties execute an Approved Task Order outlining the services requested and compensation agreed for such services.

1.3. Consultant shall fully complete all work required by the Approved Task Order for no more than the maximum task order compensation.
1 .4. City shall be liable for charges expressly authorized in the Approved Task Order.

2. FEES

2.1 . All hourly rates/fees are fixed for the Initial Term of the Agreement

2.2. The hourly rates for Consultant's Personnel and fees are listed in Exhibit 82 herein.

3. PRICING AND OPTIONAL RENEWALS

3.1. Pricing is fixed for the Initial Term of the Agreement. During this period the price may not change.

3.2. Price adjustments may be requested prior to any one-year option to renew the agreement after the initial term. Price increase requests must be tied to CPI, PPI, or relevant industry specific index. Price adjustments are subject to City's approval.

4. INVOICING REQUIREMENTS

4.1. Consultant shall render invoices in accordance with fees, payment scheduled and other terms and conditions specified in the applicable Approved Task Order.

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

Agreement with Baker Tilly Advisory Group, LP/Exhibit 81-Schedule of Fees Rev. 07-01-18

EBIX Insurance No. S200005491
EXHIBIT 82
FEES
The following identifies the fees and hourly rates pursuant to this agreement. Any Approved Task Order shall be aligned with the fees and hourly rates specified herein.

IDENTIFIED DEPARTMENT ASSESSMENTS
Service
City Manager's Office Assessment
Phase 1: Project Planning and Management
Phase 2: Assessment of Current Operations
Phase 3: Future State Analys is and Reporting
Travel
Total for City Manager's Office Assessment
Silicon Valley Power Assessment
Phase 1: Project Planning and Management
Phase 2: Assessment of Current Operations
Phase 3: Future State Analysis and Reporting
Travel
Total for Silicon Valley Power Assessment
Public Works Assessment
Phase 1 : Project Planning and Management
Phase 2: Assessment of Current Operations
Phase 3: Future State Analysis and Reporting
Travel
Total for Public Works Assessment

STANDARD HOURLY RATES
Staff Level
Partner/Director
Managing Director/Director
Senior Manager
Manager
Special Advisor
Senior Consultant
Staff Level
Administration
Agreement with Baker Tilly US, LLP/Exhibit 82-Schedule of Fees Rev. 07-01-18
Fee
$13,500
$39,500
$29,000
$10,000
$92,000
$13,800
$58,200
$40,700
$10,300
$123,000
$11,800
$50,400
$27,000
$10,300
$99,500
Hourly Rate
$575
$475
$385
$295
$230
$230
$185
$125

EBIX Insurance No. S200005491

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 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 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 Agreement with Baker Tilly Advisory Group, LP/Exhibit C-lnsurance Requirements Rev. 07-01-18

EBIX Insurance No. S200005491
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.

C. WORKERS' COMPENSATION

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

2. The indemnification and hold harmless obligations of 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 subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the 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 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. 2.

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 Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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 Agreement with Baker Tilly Advisory Group, LP/Exhibit C-lnsurance Requirements Rev. 07-01-18

EBIX Insurance No. S200005491
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.

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

1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by 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 subcontractors 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 Agreement with Baker Tilly Advisory Group, LP/Exhibit C-lnsurance Requirements Rev. 07-01-18

EBIX Insurance No. S200005491
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 subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. 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
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
ctsantaclara@ebix .com
Or mailed to:

EBIX Inc.

City of Santa Clara Human Resources
P.O. Box 100085-S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Baker Tilly Advisory Group, LP/Exhibit C-lnsurance Requirements Rev. 07-01-18
Page4
EBIX Insurance No. S200005491
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.

Agreement with Baker Tilly Advisory Group, LP/Exhibit C-lnsurance Requirements Rev. 07-01-18

1. 2.

3. 4.

5. 6.

7. 8.

9. Approved Task Order No.:

Consultant's Name:

Project Name:

Project Location:

EXHIBIT D

TASK ORDER FORM
Cover Page
The Consultant and the City will implement this Approved Task Order in accordance with the executed Agreement, this cover page and Attachments "A" (Tasks), "B" (Project Staffing), and "C" (Compensation Table), which are incorporated herein by references .

Budget/Fiscal :
a. Previously Approved Compensation for Task Orders XX-XX: $ b. Maximum Task Order Compensation for this Approved Task Order: $ c. Total Approved Compensation for Task Orders (XX-XX) (6.a + 6.b): $ Department Director Date:

Approval:

Consultant Approval: Date:

City Manager Approval : Date:

Agreement with Baker Tilly Advisory Group, LP/Exhibit D - Task Order Form Rev. 07-01-18

Consultant:

Task Order No.:

ATTACHMENTA: TASKS
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City's contract administrator.

General Description of Project for which Consultant will Provide Services:

Task No.1:

Consultant will complete the tasks below including Consultant attendance at one meeting with City staff.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Task No. 2:

Consultant will complete the subtasks outlined below.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Agreement with Baker Tilly Advisory Group, LP /Exhibit D - Task Order Form Rev. 07-01-18

Consultant:

Task Order No.:

1. 2.

ATTACHMENT B: STAFFING
City's Contract Manager: The City's contract manager for this Approved Task Order is:

Name: Phone No.:

Department: E-mail:

Address:

Consultant's Contract Manager and Other Staffing: Identified below are the following: (a) the Consultant's contract manager for this Approved Task Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must submit the required Form 700 in accordance with California Political Reform Act (Government Code Section 81000 et seq.).

Consultant 's Contract Manager
Required to File Form 700?
Yes
Already
Filed (Date
Filed)
Yes
Need to
File
No
Name: Phone No.:

Address: E-mail:

Other Staffing
Assignment:

1. 2.

Agreement with Baker Tilly Advisory Group, LP /Exhibit D - Task Order Form Rev. 07-01-18

Consultant:

Task Order No.:

3. Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

D The Consultant cannot use any subconsultants.

II The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Subconsultant's Name

1. 2.

3. Agreement with Baker Tilly Advisory Group, LP/Exhibit D - Task Order Form Rev. 07-01-18
Area of Work

Consultant:

Task Order No.:

ATTACHMENT C: COMPENSATION TABLE
The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table.

Part 1 - Compensation for Services and Deliverables
Column 1 Column 2 Column 3
Task Nos. Basis of Compensation Invoice Period
from
Attachment A
1 D Time & Materials □ Fixed Fee □ Monthly D Completion of Task(s) D Completion of Work 2 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 3 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 4 D Time & Materials □ Fixed Fee □ Monthly D Completion of Task(s) D Completion of Work Part 2 - Reimbursable Expenses
□ No expenses are separately reimbursable. The amount(s) D Expenses are separately reimbursable in the maximum amount of:
□
in Column 4 of Part 1 include(s) payment for all expenses.

Part 3 - Subconsultant Costs
Subconsultant costs are not separately compensable. The □ Subconsultant costs are separately compensable in the maximum amount(s) in Column 4 of Part 1 include(s) subconsultant amount of:
costs.

Maximum Task Order Compensation (sum of Parts 1 through 3):

Agreement with Baker Tilly Advisory Group, LP/Exhibit D - Task Order Form Rev. 07-01-18
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EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONSUL TANT:

DATE:

Pursuant to Section _ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

I OPTION NO. #of#

NEW OPTION TERM
I Begin date:

End date:
0 CHANGES IN RATE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:

Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term :

For the option term exercised by this Notice, City shall pay Consultant an amount not to exceed the amount set forth above for Consultant's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature .

Approved as to Form:

GLEN R. GOOGINS
City Attorney
Dated:

JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
Agreement with Baker Tilly Advisory Group, LP/Exhibit E-Notice of Exercise of Option to Extend Page 1 Rev. 07-01-18
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Baker Tilly US, LLP & Baker lilly
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S200005491
P.O. Box 7398, 4807 Innovate
Lane, Madison, WI, 53707-7398
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This Account created by d69 on 09/17/2024.

EBIX Insurance No. S200005293

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
RAFTELIS FINANCIAL CONSULTANTS, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Raftelis Financial Consultants, Inc., 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."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibits A 1 and A2, entitled "Scope of Services";
B. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A 1 - Scope of Services
Exhibit A2 - Overview of Initial Departments for Assessment Exhibit B 1 - Compensation
Exhibit 82 - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Task Order Form
Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

Exhibit E - Notice of Exercise of Option to Extend Agreement Form This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written . In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions , the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the initial term of this Agreement shall begin on November 1, 2024 and terminate on October 31, 2025.

B. After the initial term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two (2) additional one-year terms through October 31, 2027 ("Option Periods"), subject to the appropriation of funds. See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. General: The Consultant will provide services to the City as set forth in Exhibits A 1, A2, and as further described pursuant to individual task orders (Exhibit D). Each Task Order will describe the services and deliverables (collectively "Work") the Consultant must provide, the time limit within which the Consultant must complete the Work and the compensation for the Work.

B. Approved Task Order: The City will not compensate the Consultant for any Work until the City has executed the task order for such Work ("Approved Task Order").

C. Obligation to Issue: The City has no obligation to issue any Approved Task Orders under this Agreement.

D. Each Approved Task Order shall be subject to the terms and conditions of this Agreement.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18
Page2
defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the reasonable cost incurred by City.

5. QUALIFICATIONS OF CONSUL TANT - 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 , as of the time and at the location the Services are provided. In providing the Services , Consultant may rely on all data and information provided by or on behalf of City without additional investigation.

6. COMPENSATION AND PAYMENT
Consultant shall be paid in accordance with Exhibits 81 (Compensation) and 82 (Fee Schedule) .

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

8. 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.

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 subcontractors without express written permission from City.

Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

Consultant shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as 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 CONSUL TANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
Except as required by subpoena , court order, legal process or applicable law, all deliverables developed by or for 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 deliverables 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. Nothing contained herein shall be deemed a transfer, assignment or divestiture by Consultant of its trade secrets, know-how or intellectual property.

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 Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18
Page4
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 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
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Consultant pursuant to this Agreement - including claims of any kind by Consultant's employees or persons contracting with Consultant to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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.

Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

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: Human Resources Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Consultant addressed as follows:

Raftelis Financial Consultants, Inc.

Attn: Julia Novak
445 S. Figueroa Street, Suite 1925
Los Angeles, CA 9007
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/showdocumen t?id=58299 ).

Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

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 shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

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

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

Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

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

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

Appro}ji ,as to Form:
. ¥
GLEN R. GOGGINS
City Attorney
CITY OF SANTA CL.ARA, CALIFORNIA
a chartered California municipal corporation
Dated: { \ (~ } Zt-f
~
"CITY"
J - . GROGAN
CrtyManag:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
RAFTELIS FINANCIAL CONSULTANTS, INC.
a California corporation
Dated: October 31 2024
By (Signature): ~-;..o,J.,,.A-
----------- ---- - -Name: Julia Novak
Title: Executive Vice President
Principal Place of 445 S. Figueroa Street, Suite 1925
Business Address: Los Angeles, CA 90071
Email Address: [email protected]
Telephone: (513) 221-0500
Fax: (828) 484-2442
"CONSULT ANT"
Agreement with Raftelis Financial Consultants, Inc.

Rev. 07-01-18

EXHIBIT A1

SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Consultant and City for professional services to evaluate staffing levels, job roles, and duties assess the organization of the City Manager's Office, Silicon Valley Power, and the Department of Public Works. Additional organizational assessments may be required for other City departments.

The Scope of Services, including Exhibits A 1, A2, and Consultant's proposal response dated April 5, 2024 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. GENERAL

1.1. The organizational assessments shall include:

1.1.1. current roles and responsibilities and staffing complements for the City Manager's Office,

1.1.2. current roles and responsibilities and staffing complements for Silicon Valley Power;

1.1.3. current roles and responsibilities and staffing complements for the Department of Public Works; and

1.1 .4. other departments as determined by the City Manager.

1.2. Consultant shall provide Services for other potential studies as required by the City Manager's Office.

1.3. The City Manager's Office is the final approver for all work provided under this agreement and shall be part of all project kick off meetings, deliverable reviews, and any other pertinent project meetings.

2. SCOPE DETAILS FOR ORGANIZATIONAL AND STAFFING REVIEWS Consultant shall provide the following Services:

2.1. Organizational Analysis

2.1.1. Conduct an examination of the organizational structure of the City Manager's Office, which includes the Mayor & Council and City Clerk's Office, as well as Silicon Valley Power, the Department of Public Works, and other City departments as needed.

2.1.2. Assess the functional assignments and human resources required to perform current duties in each Office and Department;
Agreement with Raftelis Financial Consultants, lnc./Exhibit A1-Scope of Services Rev. 07-01-18

2.1.3. Interview staff members in the City Manager's Office, Silicon Valley Power, the Department of Public Works to understand their roles and responsibilities; and

2.1.4. Assess administrative strengths and opportunities.

2.2. Operational Analysis

2.2.1. Review each Office's operational functions and workflow process;

2.2.2. Analyze reporting relationships to ensure adequate span of control; and

2.2.3. Analyze staffing levels based on current and projected workloads.

2.3. Recommendations Based on Findings

2.3.1. Identify and recommend best practices, supervisory to staffing ratios, and organizational needs;

2.3.2. Recommend an optimal model and staff levels as appropriate for each function; and

2.3.3. Identify an optimal organizational structure and appropriate staffing levels for each function.

2.4. Upcoming Organizational Structure and Process Review

2.4.1. The City may have other reviews of certain organizational structures or processes upcoming and requests an hourly rate for potential future projects.

2.5. Deliverables
At the conclusion of an operational and organizational review Consultant shall:

2.5.1. Provide a summary of findings that effectively summarizes and communicates the information analyzed;

2.5.2. Identify key issues and opportunities;

2.5.3. Formulate recommendations for the City Manager's Office, Mayor & Council Office, City Clerk's Office, Community Development Department, and Park and Recreation Department; and

2.5.4. Create two optimal organizational charts: one for the City Manager's Office, and one for the City Manager to Department Head organizational chart.

2.6. As-Needed Services

2.6.1. The City may request additional work products and studies at a later time.

Agreement with Raftelis Financial Consultants, lnc./Exhibit A1-Scope of Services Rev. 07-01-18

3. ASSIGNING WORK AND COORDINATION WITH CITY MANAGER'S OFFICE

AND CITY DEPARTMENTS

3.1. The City Manager's Office (GMO) is the final approver for all Task Orders, Deliverables, and any other final approvals that arise during the project. The City Manager's Office and City Departments will work in collaboration on each project.

3.2. Consultant shall coordinate all project kickoff meetings with the GMO.

3.3. Prior to deliverable completion Consultant shall schedule a meeting with the GMO for review and approval of deliverable.

3.4. Consultant acknowledges that Consultant is one of multiple firms selected to provide the Services outlined in this Agreement. The City reserves the right in its sole discretion to determine which firm's qualifications, experience , available resources, ability to perform according to the required schedule, and hourly rates/fee best suit each project.

3.5. In addition, the City reserves the right to issue a mini-Request for Qualifications or mini-Request for Proposal (mini-RFQ or mini-RFP) prior to task order award. The mini-RFQ or mini-RFP award will be made based on the evaluation factors listed in the mini-RFQ or mini-RFP.

3.6. A Task Order must be issued and signed by the GMO prior to a project beginning.

Agreement with Raftelis Financial Consultants, lnc./Exhibit A1-Scope of Services Rev. 07-01-18

EXHIBITA2

OVERVIEW OF INITIAL DEPARTMENTS FOR ASSESSMENT
The City has identified the following departments as a priority for assessment but the City reserves the right to change this priority and have a different department assessed prior.

In addition, projects will be assigned based on process identified in Exhibit A 1 (Scope of Services).

1. CITY MANAGER'S OFFICE OVERVIEW

1.1. As a Council/Manager form of government, the City Manager is the Chief Executive Officer and head of the administrative branch of City government, as prescribed by the City Charter.

1.2. The City Manager's Office is responsible for providing strategic direction and support to all City departments for day-to-day operations and planning, as well as support to the City Council on policymaking. In addition to the oversight of City Departments, the City Manager oversees Silicon Valley Power, the City's electric utility, and the Santa Clara Convention Center, as well as serves as the Executive Director for the Santa Clara Stadium Authority. The City Manager's Office by extension includes offices such as the Mayor & Council Office and the City Clerk's Office.

1.3. The City Manager's Office has a corporate structure, in which City Departmental heads report to the City Manager's Office through Assistant City Managers.

1.4. More information on the City Manager's Office can be found starting on page 361 of the Fiscal Year (FY) 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca.gov/home/showpublisheddocument/81751 /63830997553120000 0 1.5. Mayor & Council Office
1 .5.1. As an extension of the City Manager's Office, the Mayor & Council Office supports the City Manager's Office on items that support the City Council. The City Council is a body of six Councilmembers and one Mayor, all elected to four-year terms.

1.5.2. More information on the Mayor & Council Office can be found starting on page 313 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca.gov/home/showpublisheddocument/817 51 /638309975 531200000
Agreement with Raftelis Financial Consultants, lnc./Exhibit A2-Overview of Initial Departments for Assessment Page 1
Rev. 07-01-18

1.6. City Clerk's Office

1.6.1. 1.6.2.

1.6.3. The City Clerk's Office works hand-in-hand with the City Manager's Office, overseeing daily operations of the City Clerk's Office, processing the agendas for and attending all meetings of the Council and Authorities Concurrent and Stadium Authority meetings, maintaining accurate and up-to-date records of these meetings and making the records available for public inspection.

Additionally, the City Clerk's Office manages and compiles City records in accordance with the Records Retention Schedule and in response to Public Records Act requests, and administers campaign and disclosure laws and programs.

More information on the City Clerk's Office can be found starting on page 342 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov/home/showpub lisheddocument/81751/638309975 531200000

1. 7. The City Manager's Office includes a Non-Departmental component as well.

Staff budgeted here work on citywide strategic planning initiatives and stadium operations.

1. 7 .1 . More information on the Non-Departmental staff can be found starting on page 633 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
.santaclaraca.gov/home/showpublisheddocument/81751 /638309975 531200000

2. SILICON VALLEY POWER OVERVIEW

2.1. Since 1896, Silicon Valley Power (SVP) has provided electricity for residents and businesses in Santa Clara. SVP has a budgeted staff of 222 employees who provide diverse services such as operating, maintaining and dispatching electric service including power plants, substations, transmission and distribution lines, engineering, system planning, administrative and financial management, marketing, customer services, power trading, outdoor Wi-Fi services, and dark fiber leasing services . All of these critical services work together to make SVP successful for the City and its businesses and residents.

2.2. Functionally, SVP is organized into four Divisions: Administrative & Business Services, Customer Development and Project Management, Resource Planning and Engagement, and Utility Operations. For budget tracking purposes, SVP has one additional division, Revenue and Resources.

Beginning in FY 2023/24, the Administrative Services and the Business Services Divisions were combined into one division to better reflect the organizational structure.

Agreement with Raftelis Financial Consultants, lnc./Exhibit A2-Overview of Initial Departments for Assessment Page 2
Rev. 07-01-18

2.3. More information on Silicon Valley Power can be found starting on page 403 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santaclaraca .gov/home/showpublisheddocument/81751 /63830997553120000 0 3. DEPARTMENT OF PUBLIC WORKS OVERVIEW

3.1. The Department of Public Works (DPW) constructs, maintains and improves various components of the City's infrastructure and provides quality, cost­ effective, timely services to the residents and businesses of Santa Clara.

3.2. DPW is responsible for a wide variety of programs throughout the City which include design, construction management, stormwater pollution prevention , inspection and maintenance of City streets, bridges, traffic signal systems, building facilities, street trees, landscaping, sidewalks , and the closed landfill.

These responsibilities include the engineering aspects of the sanitary sewer system, which is maintained by the Water and Sewer Utilities Department, and maintenance of storm drain pipelines and trash racks for pump stations which are maintained and operated by the Water and Sewer Utilities Department.

DPW also oversees the coordination and management support for the Convention Center Maintenance District, manages solid waste contracts and oversees the procurement and maintenance of the City's fleet of vehicles and equipment.

3.3. DPW's focus areas include Engineering Services and Operations and Maintenance. Engineering is comprised of five divisions: Administration, Traffic, Design, Land and Property Development, and Field Services.

Operations and Maintenance is comprised of three divisions: Facility Services, Streets, and Fleet Management. The Streets Division is further subdivided to operate in the following areas: Administration , Traffic Maintenance , Street Maintenance (streets and storm drains), Environmental Programs , Solid Waste, Landscape, and Code Enforcement. The Facility Services Division manages the Convention Center Maintenance District, the Street Division manages the Downtown Parking Maintenance District, and the Fleet Management Division manages the Vehicle Replacement and Fleet Operations Funds.

3.4. More information on the Department of Public Works can be found starting on page 573 of the FY 2023/24 and FY 2024/25 Adopted Operating Budget, located here:
santac laraca .gov/home/showpublisheddocument/81751 /63830997553120000 0 Agreement with Raftelis Financial Consultants, lnc./Exhibit A2-Overview of Initial Departments for Assessment Page 3
Rev. 07-01-18
EXHIBIT B1

COMPENSATION

1. MAXIMUM COMPENSATION

2. 1.1. The maximum amount payable for all Services provided under this Agreement shall not exceed Two Hundred Fifty Thousand Dollars ($250,000), during the Initial Term of the Agreement.

1.2. No Services will be performed unless both Parties execute an Approved Task Order outlining the Services requested and compensation agreed for such Services.

1.3. 1.4.

FEES

2.1. 2.2.

Consultant shall fully complete all work required by the Approved Task Order for no more than the maximum task order compensation.

City shall be liable for charges expressly authorized in the Approved Task Order.

All hourly rates/fees are fixed for the Initial Term of the Agreement The hourly rates for Consultant 's Personnel and fees are listed in Exhibit 82 herein.

3. PRICING AND OPTIONAL RENEWALS

3.1. Pricing is fixed for the Initial Term of the Agreement. During this period the price may not change.

3.2. Price adjustments may be requested prior to any one-year option to renew the agreement after the initial term. Price increase requests must be tied to CPI, PPI, or relevant industry specific index. Price adjustments are subject to City's approval.

4. INVOICING REQUIREMENTS

4.1. Consultant shall render invoices in accordance with fees, payment scheduled and other terms and conditions specified in the applicable Approved Task Order.

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

Agreement with Raftelis Financial Consultants, lnc./Exhibit 81-Compensation Rev. 07-01-18

EXHIBIT B2
FEES
The following identifies the fees and hourly rates pursuant to this agreement. Any Approved Task Order shall be aligned with the fees and hourly rates specified herein.

IDENTIFIED DEPARTMENT ASSESSMENTS
Service Hours Fee
Citv Manager's Office Assessment
Phase 1 : Begin and Manage Engagement 13 $6,375
Phase 2: Learning and Assessment 202 $57,725
Phase 3: Prepare Project Deliverables 71 $21,283
Total for City Manager's Office Assessment 286 $85,383
Silicon Vallet Power Assessment
Phase 1: Begin and Manage Engagement 13 $6,375
Phase 2: Learning and Assessment 196 $60,400
Phase 3: Prepare Project Deliverables 71 $21,283
Total for Silicon Valley Power Assessment 280 $88,058
Public Works Assessment
Phase 1: Begin and Manage Engagement 13 $6,375
Phase 2: Learning and Assessment 144 $48,400
Phase 3: Prepare Project Deliverables 71 $2t283
Total for Public Works Assessment 228 $76,058

STANDARD HOURLY RATES
Staff Level Hourly Rate
Executive Vice President
Vice President
Senior Manager
Manager
Senior Consultant
Associate Consultant
Agreement with Raftelis Financial Consultants, lnc./Exhibit 82-Fees Rev. 07-01-18
$400
$360
$320
$285
$255
$190

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Raftelis Financial Consultants, lnc./Exhibit C-lnsurance Requirements Page 1 Rev. 07-01-18
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.

C. WORKERS' COMPENSATION

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

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

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

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

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

1. 2.

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

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Raftelis Financial Consultants, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance .

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

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

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

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

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required Agreement with Raftelis Financial Consultants, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara City Manager's Office
P.O. Box 100085- S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Raftelis Financial Consultants, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
Page4
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Raftelis Financial Consultants, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

1. 2.

3. 4.

5. 6.

7. 8.

9. Approved Task Order No.:

Consultant's Name:

Project Name:

Project Location:

EXHIBIT D

TASK ORDER FORM
Cover Page
The Consultant and the City will implement this Approved Task Order in accordance with the executed Agreement , this cover page and Attachments "A" (Tasks), "B" (Project Staffing), and "C" (Compensation Table), which are incorporated herein by references.

Budget/Fiscal :
a. Previously Approved Compensation for Task Orders XX-XX: $ b. Maximum Task Order Compensation for this Approved Task Order: $ c. Total Approved Compensation for Task Orders (XX-XX) (6.a + 6.b ): $ Department Director Date:

Approval:

Consultant Approval: Date:

City Manager Approval: Date:

Agreement with Kastech Solutions, LLC/Exhibit D - Task Order Form Rev. 07-01-18

Consultant:

Task Order No.:

ATTACHMENT A: TASKS
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City's contract administrator.

General Description of Project for which Consultant will Provide Services:

Task No. 1:

Consultant will complete the tasks below including Consultant attendance at one meeting with City staff.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Task No. 2:

Consultant will complete the subtasks outlined below.

A. Services:

B. Deliverable:

C. Completion Time: The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked:

D On or before the following date:

D On or before __ Business Days from
Agreement with Kastech Solutions, LLC /Exhibit D - Task Order Form Rev. 07-01-18

Consultant:

Task Order No.:

ATTACHMENT B: STAFFING

1. City's Contract Manager: The City's contract manager for this Approved Task Order is:

Name: Phone No.:

Department: E-mail:

Address:

2. Consultant's Contract Manager and Other Staffing: Identified below are the following : (a) the Consultant's contract manager for this Approved Task Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must submit the required Form 700 in accordance with California Political Reform Act (Government Code Section 81000 et seq.).

Consultant's Contract Manager
Name: Phone No.:

Address: E-mail:

Other Staffing
Assignment:

1. 2.

Agreement with Kastech Solutions, LLC /Exhibit D - Task Order Form Rev. 07-01-18
Required to File Form 700?
Yes
Already
Filed (Date
Filed)
Yes
Need to
File

No
Consultant:

Task Order No.:

3. Subconsultants: Whichever of the following is marked applies to this Approved Task Order:

D The Consultant cannot use any subconsultants.

D The Consultant can use the following subconsultants to assist in providing the required services and deliverables:

Subconsultant's Name

1. 2.

3. Agreement with Kastech Solutions, LLC/Exhibit D - Task Order Form Rev. 07-01-18
Area of Work
Page4
Consultant:

Task Order No.:

ATTACHMENT C: COMPENSATION TABLE
The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table.

Part 1 - Compensation for Services and Deliverables
Column 1 Column 2 Column 3
Task Nos. Basis of Compensation Invoice Period
from
Attachment A
1 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 2 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 3 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work 4 D Time & Materials □ Fixed Fee □ Monthly □ Completion of Task(s) □ Completion of Work Part 2 - Reimbursable Expenses
□ No expenses are separately reimbursable. The amount(s) D Expenses are separately reimbursable in the maximum amount of:
□
in Column 4 of Part 1 include(s) payment for all expenses.

Part 3 - Subconsultant Costs
Subconsultant costs are not separately compensable. The □ Subconsultant costs are separately compensable in the maximum amount(s) in Column 4 of Part 1 include(s) subconsultant amount of:
costs.

Maximum Task Order Compensation (sum of Parts 1 through 3):

Agreement with Raftelis Financial Consultants, lnc./Exhibit D-Task Order Form Rev. 07-01-18

Column 4
Compensation
$
$
$
$
$
$
$

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONTRACTOR:

DATE:

Pursuant to Section _ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

I OPTION NO. # of#

NEW OPTION TERM
J Begin date:

End date:
□ CHANGES IN RA TE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:

Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

Approved as to Form:

GLEN R. GOGGINS
City Attorney
Dated:

JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Agreement with Raftelis Financial Consultants, lnc./Exhibit E-Notice of Exercise of Option to Extend

Rev. 07-01-18
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Insured:
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Address 1:

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.llnnri::,c::c:: ?·
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Raftelis Financial Consultants,
Inc. 1'
S200005293
227 West Trade Street Ste. 1400,
Charlotte, NC, 28202
ComP-liant with Waived
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---
S200005293
Exhibit C6 -
Professional
Svc
Contract(any
amount)
--
Address Updated:
--
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Raftelis
Financial
Consultants ,
Inc.
-
227 West
Trade Street
Ste. 1400
- --
...

1..,ny: l..,llcUIULLe
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-- -
State: NC
-- - -
Zip: 28202
~
Country:

Contract Information
Contract Number:
-- -
Contract Start Date: Contract End Date:
- -
Contract Effective Date: Contract Expiration Date:
- - -- -
Description of Services: Professional Safety Form II:

Services
- - - -
Contact Information
- - - --
Contact Name: Michelle Misc:

Ferguson
-
Phone Number: Alt Phone Number:

Fax Number:
-- - --
E-Mail Address: mferguson@raftelis .com
1--- -- --
Approval Date:

Rush: Yes
Contract on File: No
Certificate Received : Yes
Indemnification Agreement: No
---
Tax Id:

This Account created by WTH on 12/18/2023 .

Amendment No. 1 to Agreement/Baker Tilly Advisory Group, LP – Organizational Assessment Services

Ebix Insurance No. S200005491

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BAKER TILLY ADVISORY GROUP, LP

PREAMBLE
This amendment (“Amendment No. 1”) is entered into on ______________________ (“Execution Date”) between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Baker Tilly Advisory Group, LP, a Delaware limited partnership (“Consultant”). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City Of Santa Clara, California and Baker Tilly Advisory Group, LP, dated January 13, 2025 (the “Agreement”);
B. The initial term of the Agreement began on December 20, 2024, and terminated on December 31, 2025, with a reservation of the City’s right to extend the term for up to two additional one-year terms through December 31, 2027; and C. Consultant has continued to provide Services, as defined in the Agreement, from December 2025 through the Execution Date of this Amendment No. 1, and under the same terms and conditions of the Agreement; and,
D. The Parties now wish to amend the Agreement to reinstate the Agreement and authorize the City to retroactively exercise its first option period to extend the term of the Agreement through October 31, 2026, modify the rates, and increase compensation.

NOW, THEREFORE, in consideration of and reliance on the above-reference Recitals, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. REINSTATEMENT
The Parties agree to reinstate the Agreement, effective as of December 31, 2025. All rights and obligations shall continue in full force and effect from December 31, 2025, through the term set forth in this Amendment, unless otherwise terminated in accordance with the Agreement. By way of this Amendment No. 1, the Parties agree to ratify the term extension.

Amendment No. 1 to Agreement/Baker Tilly Advisory Group, LP – Organizational Assessment Services

2. EXERCISE OF OPTION TO EXTEND
Consultant agrees to accept and retroactively apply the City’s exercise of Option 1 of 2 to extend the term of the Agreement through December 31, 2026, as authorized in Section 2 of the Original Agreement by and through the completed “Notice of Exercise of Option To Extend” attached hereto and as Exhibit A, and incorporated by this reference.

3. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B1, entitled “COMPENSATION” and the Exhibit B2, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement shall not exceed Three Hundred Forty-Seven Thousand Dollars ($347,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

4. Section 1.1 of Exhibit B1 (COMPENSATION) is hereby deleted in its entirety. The parties agree that the section number shall be marked “RESERVED” for the purpose of preserving the numbering continuity of this Agreement.

5. Consultant acknowledges and agrees that for the entire Term of the Agreement, it has maintained and shall continue to maintain the insurance coverage required by Section 15 of the Agreement.

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

Signatures on next page
Amendment No. 1 to Agreement/Baker Tilly Advisory Group, LP – Organizational Assessment Services The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

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

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

BAKER TILLY ADVISORY GROUP, LP
A Delaware limited partnership
Dated:

By (Signature):

Name: Caitlin Humrickhouse
Title: Principal
Principal Place of
Business Address:
205 N. Michigan Avenue
Chicago, IL 60601
Email Address: [email protected]
Telephone: 312-729-8098
Fax:
“CONTRACTOR”
6/24/2026
j
~
j
Amendment No. 1 to Agreement/Baker Tilly Advisory Group, LP – Organizational Assessment Services

EXHIBIT A TO AMENDMENT NO. 1

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT

AGREEMENT TITLE:

Amendment No. 1 to the Agreement for Services Between the City of Santa Clara, California, and Baker Tilly Advisory Group, LP, dated January 13, 2025
CONTRACTOR: Baker Tilly Advisory Group, LP

Pursuant to Section 2 of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. 1 of 2

NEW OPTION TERM
Begin date: January 1, 2026 (Retroactive)
End date: December 31, 2026

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

Ebix Insurance No. S200005293

AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
RAFTELIS FINANCIAL CONSULTANTS, INC.

PREAMBLE
This amendment (“Amendment No. 1”) is entered into on _______________ (“Execution Date”) between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Raftelis Financial Consultants, Inc., 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.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City Of Santa Clara, California and Raftelis Financial Consultants, Inc”. dated November 8, 2024 (the “Agreement”); and
B. The initial term of the Agreement began on November 1, 2024, and terminated on October 31, 2025, with a reservation of the City’s right to extend the term for up to two additional one-year terms; and
C. Consultant has continued to provide Services, as defined in the Agreement, from October 2025 through the Execution Date of this Amendment No. 1, and under the same terms and conditions of the Agreement; and,
D. The Parties now wish to amend the Agreement to reinstate the Agreement and authorize the City to retroactively exercise its first option period to extend the term of the Agreement through October 31, 2026, modify the rates, and increase compensation.

NOW, THEREFORE, in consideration of and reliance on the above-referenced Recitals, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. REINSTATEMENT
The Parties agree to reinstate the Agreement, effective as of October 31, 2025. All rights and obligations shall continue in full force and effect from October 31, 2025, through the term set forth in this Amendment, unless otherwise terminated in accordance with the Agreement. By way of this Amendment No. 1, the Parties agree to ratify the term extension.

Amendment No. 1 to Agreement/Raftelis Financial Consultants, Inc. – Organizational Assessment Services

2. EXERCISE OF OPTION TO EXTEND
Consultant agrees to accept and retroactively apply the City’s exercise of Option 1 of 2 to extend the term of the Agreement through October 31, 2026, as authorized in Section 2 of the Original Agreement by and through the completed “Notice of Exercise of Option To Extend” attached hereto and as Exhibit A, and incorporated by this reference.

3. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B1, entitled “COMPENSATION” and the Exhibit B2, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

4. Section 1.1 of Exhibit B1 (COMPENSATION), is hereby deleted in its entirety. The parties agree that the section number shall be marked “RESERVED” for the purpose of preserving the numbering continuity of the Agreement.

5. Exhibit B2 (FEES) is hereby modified to replace the Standard Hourly Rates with those identified in the table below:

Staff Level Hourly Rate
Executive Vice President $412
Vice President $371
Principal Consultant/SME $320
Senior Manager $330
Manager $293
Sr. Consultant $263
Consultant $230
Associate Consultant $196
Administrative $100

6. Consultant acknowledges and agrees that for the entire Term of the Agreement, it has maintained and shall continue to maintain the insurance coverage required by Section 15 of the Agreement.

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

Amendment No. 1 to Agreement/Raftelis Financial Consultants, Inc. – Organizational Assessment Services

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

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

RAFTELIS FINANCIAL CONSULTANTS, INC.

A California corporation
Dated: 6/24/2026

By (Signature):

Name: J. Scott Parker
Title: Vice President
Principal Place of
Business Address:
445 S. Figueroa Street, Suite 1925
Los Angeles, CA 90071
Email Address: [email protected]
Telephone: 408-674-3369
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/Raftelis Financial Consultants, Inc. – Organizational Assessment Services

EXHIBIT A

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT

AGREEMENT TITLE: Agreement for Services Between the City of Santa Clara, California, and Raftelis Financial Consultants, Inc., dated November 8, 2024 CONTRACTOR: Raftelis Financial Consultants, Inc.

Pursuant to Section 2 of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. 1 of 2

NEW OPTION TERM
Begin date: November 1, 2025 (Retroactive)
End date: October 31, 2026

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-725 Agenda Date: 7/7/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute Amendments to Agreements with Moveable, Inc. and TRAFFIK, LLC for Event Planning and Production Services, to Increase the Not-to-Exceed Compensation for Moveable, Inc. by $200,000 for a Total Not-to-Exceed Compensation of $550,000 and Increase the Not-to-Exceed Compensation for TRAFFIK, LLC by $100,000 for a Total Not-to- Exceed Compensation of $350,000

BACKGROUND
In January 2025, in preparation for the City of Santa Clara (City) hosting both Super Bowl LX and six Fédération Internationale de Football Association (FIFA) World Cup matches in 2026 (collectively, the “2026 Major Events”), the City transitioned the Economic Development and Communications Committee into a temporary ad hoc Economic Development and Marketing Committee (Committee).

The Committee’s purpose is to advance economic development, marketing, and community engagement initiatives associated with the 2026 Major Events.

The Committee began campaign planning and community engagement activities in April 2025, resulting in the launch of the City’s official“Where the Mission Meets the Moment” campaign (WTMMTM Campaign) in October 2025. At that time, the City Council (Council) also allocated $1,000,000 to support campaign-related events and activations, including a Community Stadium Event, STEM Bowl, Night Markets & Festivals, and FIFA Watch Parties.

Following a competitive Request For Proposals process, and pursuant to City Code Section

2.105.300(a), the City Manager executed agreements for as-needed event planning and production services with Moveable, Inc (Moveable) Walk Talkin International LLC (Walk Talkin) and TRAFFIK LLC (TRAFFIK). Each agreement authorized a maximum compensation of $250,000 and includes an initial one-year term through March 1, 2027, with options to renew for up to four (4) additional one- year terms..

On May 26, 2026 (RTC# 26-383), the City Council amended the contract to increase the maximum compensation for Moveable and Walk Talkin by $100,000 each, for revised not-to-exceed maximum compensation amounts of $350,000 each. The original $250,000 maximum compensation amounts were based on preliminary estimates of event costs developed prior to completion of full creative conceptualization and detailed event scoping. The additional $100,000 per Agreement was authorized to support continued planning and successful implementation of WTMMTM Campaign events, upon finalization of creative conceptualization and detailed event scoping.

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26-725 Agenda Date: 7/7/2026

DISCUSSION
On June 12, 2026, FIFA approved the City’s Public Viewing License applications for the WTMMTM Campaign which authorized the City to host a series of official FIFA World Cup watch parties. The approval significantly expanded the scope of the campaign and increased the level of event production, operational coordination, and public safety support necessary to successfully deliver these community events.

In July 2026, the City will host nine (9) FIFA World Cup watch parties across three venues: Alamo Drafthouse at Westfield Valley Fair Mall, the Santa Clara Convention Center, and the City’s July Night Markets. These events are designed to provide residents and visitors with unique, family-friendly viewing experiences while ensuring compliance with FIFA’s Public Viewing License requirements.

Alamo Drafthouse Watch Party
The City is set host three Round of 32 watch parties at Alamo Drafthouse Valley Fair on July 2, 2026, for matches scheduled for 12:00 p.m., 4:00 p.m., and 8:00 p.m. The venue is expected to accommodate more than 3,300 attendees throughout the day and will provide a premium cinema viewing experience, reserved seating, and integrated food and beverage service.

Convention Center Watch Party and Activity Zone
From July 9, 2026 through July 11, 2026, the City will host a three-day public viewing event at the Santa Clara Convention Center. The activation will include five Quarterfinal matches and will serve as the City's flagship public viewing hub and fan engagement zone. Each match is expected to accommodate up to 3,000 viewers, with the associated activity zone anticipated to attract approximately 10,000 attendees.

Night Market Watch Parties
On July 18, 2026 and July 19, 2026, the City will incorporate one watch party each day into its WTMMTM Campaign Night Market, creating a two-day outdoor community celebration. These events are expected to attract approximately 3,000 match viewers and more than 25,000 Night Market attendees.

Collectively, these events will provide residents and visitors with a range of indoor and outdoor viewing opportunities while furthering the City’s goals of community engagement, tourism, economic activity, and celebration of the FIFA World Cup.

To date, $950,000 has been allocated among the event production agreements, as shown in Table 1.

To date, the City has approved payment of $448,828 in invoices. These invoices represent direct production costs and do not include all authorized third-party expenses, such as talent, food and beverage, hospitality, and other related services. Final total event costs will be reconciled as remaining vendor invoices are received and approved.

Table 1: Contract Expenditures
Vendor Event Current NTE Amount
Invoiced
Remaining Balance
Moveable STEM Bowl Night
Markets Alamo
Drafthouse
$350,000 $294,623 $55,377
Walk Talkin Stadium Community
Event
$350,000 $150,924 $199,076
TRAFFIK Stadium Site Visit $250,000 $3,281* $246,719
TOTALS $950,000 $448,828 $501,172
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26-725 Agenda Date: 7/7/2026Vendor Event Current NTE Amount Invoiced
Remaining Balance
Moveable STEM Bowl Night
Markets Alamo
Drafthouse
$350,000 $294,623 $55,377
Walk Talkin Stadium Community
Event
$350,000 $150,924 $199,076
TRAFFIK Stadium Site Visit $250,000 $3,281* $246,719
TOTALS $950,000 $448,828 $501,172
*This cost was incurred for a site visit and consultation services related to the Stadium Community Event, which was later assigned to Walk Talkin.

It is important to note that the City received $500,000 in sponsorship funding from Devcon Construction Inc. (Devcon) to support the WTMMTM Campaign. On June 23, 2026, the City Council authorized acceptance of the Devcon sponsorship (RTC# 26-511). These sponsorship funds, together with the total WTMMTM Campaign budget of $1,000,000, will support the remaining campaign events and related community activities.

Moveable was selected to produce the watch parties at the July Night Markets and Alamo Drafthouse based on its role as the current producer of the Night Markets and its experience delivering pop-up community events for the WTMMTM Campaign. To support the planning and production needs of these watch parties, and to ensure sufficient funding is available to reconcile the final costs of the STEM Bowl and Night Markets upon receipt of all third-party invoices, staff recommends increasing Moveable’s maximum compensation amount by $200,000 for a revised not-to-exceed amount of $550,000.

TRAFFIK was previously identified as the best-qualified firm to produce the Convention Center Watch Party and Activity Zone, pending approval of the City’s FIFA Public Viewing License applications.

While current estimates indicate that the Convention Center event will not exceed the agreement’s current maximum compensation amount of $250,000, staff recommends increasing maximum compensation by $100,000 for a revised not-to-exceed amount of $350,000 to provide flexibility for additional production or operational needs that may arise, without interrupting event delivery.

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

FISCAL IMPACT
In October 2025, City Council allocated $1,000,000 to the City Manager’s Office to support the planning and implementation of the WTMMTM Campaign. On June 23, 2026, City Council also authorized the City to accept $500,000 in WTMMTM Campaign sponsorship funding. These funds will be used to support the proposed $200,000 increase to Moveable’s agreement and $100,000 increase to TRAFFIK’s agreement.

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

PUBLIC CONTACT
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26-725 Agenda Date: 7/7/2026
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. Authorize the City Manager or designee to execute Amendment No. 2 with Moveable Inc. to increase the maximum compensation by $200,000 for event production services, for a revised not -to-exceed maximum compensation amount of $550,000, subject to appropriation of funds;

2. Authorize the City Manager or designee to execute Amendment No. 1 with TRAFFIK, LLC to increase the maximum compensation by $100,000 for event production services, for a revised not -to-exceed maximum compensation amount of $350,000, subject to appropriation of funds; and

3. Authorize the City Manager or designee to take all actions necessary to implement and administer the Agreements with Moveable, Inc. Walk Talkin International LLC, and TRAFFIK, LLC, including negotiating and executing future amendments to (i) add or delete related line item services; (ii) implement rate adjustments on the terms provided in Exhibit B, and (iii) make de minimis changes, provided that the total not-to-exceed maximum compensation is not exceeded, subject to the appropriation of funds and review and approval as to form by the City Attorney.

Reviewed by: Elycia Knight, Assistant to the City Manager Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Agreement - TRAFFIK, LLC

2. Amendment No. 1 - TRAFFIK, LLC

3. Agreement - Moveable, Inc.

4. Amendment No. 1 - Moveable, Inc.

5. DRAFT Amendment No. 2 - Moveable, Inc.

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Agreement with TRAFFIK, LLC Page 1
Rev. 07-01-18
EBIX Insurance No. S200005816

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRAFFIK, LLC

PREAMBLE
This Agreement is entered into as of ________________ (“Execution Date”), is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and TRAFFIK, LLC 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.”

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

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit A-1 – Standard Indemnification
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions will govern and control. .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.( 097@B6@DĀ*ȀĀ$"$(

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2. TERM OF AGREEMENT
A. Term: Nothwithstanding the date this Agreement is executed by the Parties (the “Execution Date”), the Parties agree that this Agreement will be deemed effective for all purposes, including the commencement of rights, obligations, and performance, as of January 23, 2026 (“Effective Date”). Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement will begin as of the Effective Date and terminate on March 1, 2027.

After the initial term, the City reserves the right to extend the term of the agreement by up to four (4) additional terms of one-year each in such increments as determined by the City. Any such extension will be formalized through a formal written amendment to this Agreement.

B. Retroactive Effect: The Parties acknowledge and agree that all rights, obligations, and activities undertaken furtherance of the purpose of this Agreement between the Effective Date and the Execution Date will be governed by the terms and conditions set forth herein as if this Agreement had been fully executed on the Effective Date.

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

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement will be fit for the purpose intended, will be free from defect and will conform to the specifications, requirements and instructions upon which this Agreement is based.

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

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

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City will 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 .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

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Agreement is Two Hundred Fifty Thousand Dollars ($250,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation will be at Consultant’s expense. Consultant will not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.
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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 will be held confidential by Consultant and will not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry will be deemed confidential.

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents will have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, 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 will be disallowed by City. Consultant will bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant will submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify (collectively “Indemnify”) City, its City Council, commissions, officers, employees, volunteers and agents (collectively “Indemnitees”) 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 (collectively “Losses”), and whether sounding in law, contract, tort, or equity, arising out of the performance of the .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC Page 5
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Services, that are caused or claimed to be caused by the acts, errors and/or omissions of Consultant, its employees, its subconsultants, or anyone for whose acts any of them may be liable (collectively “Responsible Parties”). Consultant’s responsibilities under this Section 14 (HOLD HARMLESS/INDEMNIFICATION) include liability arising from, connective with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of Indemnitees. Notwithstanding, Consultant’s duty to defend is not so limited.

B. Consultant’s obligation to Indemnify, will specifically extend to any and all employment-related claims of any type brought by employees, consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

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

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

16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement will not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement will be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

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

City of Santa Clara
Attention: Elycia Knight, City Manager’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

TRAFFIK, LLC
Attention: Brent Shoji
874 Spectrum Center Drive
Irvine, CA 92618
and by e-mail at [email protected]
The workday the e-mail was sent will control the date notice was deemed given. An e- mail transmitted after 1:00 p.m. on a Friday will be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant will comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, 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

3.40.070), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Additionally, 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 will not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC Page 7
Rev. 07-01-18
information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Consultant will not use 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 will be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party will be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which will be deemed to be an original, but both of which will constitute one and the same instrument. .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC Page 8
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

TRAFFIK, LLC
a California corporation

Dated:

By (Signature):

Name: Brent Shoji
Title: Executive Directo r
Principal Place of
Business Address:
874 Spectrum Center Drive
Irvine, CA 92618
Email Address: [email protected]
Telephone: 949-679-6820
Fax:
“CONSULTANT”

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$!*!$"$(ĀEĀ'+#'Ā32Ā345

Agreement with Moveable, Inc./Exhibit A-1-Standard Indemnification Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
This Scope of Services outlines the requirements for Consultant to provide as-needed event planning and production services (“Services”) for the City. The Consultant is responsible for providing all labor, equipment, materials and project management necessary to produce the event(s) as directed by the City.

1. PROJECT APPROVAL PROCESS

1.1. Consultant will provide the Services on an as-needed basis and as directed, in writing, by the City Manager’s Office (“CMO”) or designee. The CMO will provide Consultant with a written request (“Event Request”) detailing the initial event concept, objectives, timeline and any other information needed to formulate the event scope.

1.2. For each Event Request, Consultant will prepare an initial scope of work (“Event SOW”). The Event SOW will detail the tasks anticipated to be required to achieve event goals, phases and timelines, and the estimated budget, to include Consultant’s anticipated labor and management fees, third party vendor fees, and any other costs that may be associated with producing the event. Event budgets will be calculated according to the rates listed in Exhibit B (Fee Schedule).

1.3. If CMO elects, in its sole discretion to proceed with an Event SOW, CMO will give final authorization, in writing, to proceed with an Event SOW prior to Consultant providing any services related to the event.

1.4. The project approval process is a collaborative process between City and Consultant.

Regular meetings, emails, and telephone calls will all be accepted forms of communication throughout the process. Authorization to prepare an Event SOW and final approval of the Event SOW must be documented in writing (email acceptable).

2. GENERAL ADMINISTRATIVE REQUIREMENTS
Consultant will provide administrative and project management oversight for each event.

Key responsibilities include, but are not limited to:

2.1. Collaboration: Attendance at regular meetings with City staff and partners to ensure alignment across teams on event plans and goals.

2.2. Approvals: Ensure explicit prior approval by the City is received before moving forward with any irrevocable plans or purchases.

2.3. Budget Development and Management. Create detailed cost estimates and recommend cost-savings strategies.

2.4. Project Tracking: Maintain a centralized project timeline, deliverables tracker, and budget tracker at all times.

2.5. Evaluation. Deliver a post-event evaluation report within 30 days of each event to analyze outcomes and recommend future improvements.

.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with Moveable, Inc./Exhibit A-1-Standard Indemnification Page 2 Rev. 07-01-18

3. EVENT STRATEGY & DESIGN
In coordination with the City, Consultant is responsible for leading the conceptualization, artistic curation and blueprint development for each event. Key responsibilities include, but are not limited to:

3.1. Creative Concepting: Collaborate with City staff to develop creative themes, formats, and desired outcomes.

3.2. Venue Management: Identify suitable City-owned or non-City-owned venues and coordinate all scheduling, permitting and logistics directly with the venue.

3.3. Technical Design: Create blueprint designs of the entire event grounds and present production elements through CAD-Specific drawings for City review.

4. LOGISTICS, TALENT, AND VENDOR MANAGEMENT
Consultant is responsible for the comprehensive planning, execution and oversight of all operational elements of each event. Key responsibilities include, but are not limited to:

4.1. Operational Planning & Logistics

4.1.1. Work Plans: Create a detailed work plan for each event to include the following elements, at a minimum:
• Production Plans
• Timelines
• Equipment Lists
• Staffing and Volunteer Plans
• Event Day Operations Plan
• Contingency Plans/Escalation Trees
• Emergency Action Plans

4.1.2. Permitting: Secure all required permits and ensure all vendors and contracted talent comply with City permit requirements and ordinances.

4.1.3. Production Elements. Source and manage all required equipment and supplies such as audio/visual lighting, furniture, perimeter fencing, portable toilets, tents, and any other equipment and supplies identified as being required.

4.1.4. Event Set-Up. Manage the entire load-in and load-out process and oversee all coordination with the venue.

4.1.5. Ancillary Services. Oversee ticketing procedures, signage design/placement, and concessions/hospitality for patrons and staff.

4.2. Talent and Vendor Oversight

4.2.1. Talent Acquisition. Identify, book, and contract performers (for example musicians, artists, DJs, cultural partners) following City approval of the performer, performer’s rates, contractual terms, and rider provisions, at a minimum.
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Agreement with Moveable, Inc./Exhibit A-1-Standard Indemnification Page 3 Rev. 07-01-18

4.2.2. Talent Contract Management. Fulfill all talent rider provisions.

4.2.3. Vendor Management. Identify, vet, and contract with all third-party vendors required for each event (catering, security, décor, etc.) Consultant will serve as the single point-of-contact for all external partners and will manage their schedules and deliverables. The City reserves the right to reject any of Consultant’s selected vendors at their sole discretion.

5. RISK AND SAFETY MANAGEMENT
Consultant is responsible for identifying risks associated with the event and ensuring a secure environment. Key responsibilities include, but are not limited to:

5.1. Identify potential logistical, financial, reputational, and safety-related risks and develop risk mitigation strategies and contingency plans.

5.2. Comply with direction from City departments (Police, Fire, Public Works, Risk Management) and stakeholders to establish necessary security measures and staffing.

5.3. Ensure compliance with safety protocols and Emergency Action Plans.

5.4. Ensure external partners such as third-party vendors and booked talent indemnify the City using the City’s standard indemnity language, a copy of which is attached as Exhibit A-1, maintain insurance coverages and levels as required by the City, including at a minimum that policies identify the City as a third-party beneficiary and additional insured. Additionally, Consultant will collect evidence of insurance coverage by all external partners and show proof of coverage upon the request of the City.

6. EVENT DAY STAFFING AND OPERATIONS
Consultant is responsible for overseeing all elements of event day activities in coordination with the City. Key responsibilities include, but are not limited to:

6.1. Provide real-time, onsite oversight and general management of the entire event and ensure all issues are addressed immediately and according to established plans.

6.2. Ensure adequate supervision of all vendors, staffing and volunteers at all times.

7. DELIVERABLES
The specific deliverables Consultant may be requested to provide for any event may include but is not limited to, the following:

7.1. Event permit packets (applications and approvals for City sign-off)

7.2. Staffing & Volunteer plan utilizing the City’s Volunteer Program

7.3. Day-of event operations plan and escalation tree

7.4. Emergency Action Plans (EAPs)

7.5. Documentation of vendor compliance (licenses, insurance, permits)

7.6. Talent contracts & promotional review signoffs

7.7. Detailed budgets with monthly updates

7.8. Production schedules, run-of-shows, and site maps

7.9. Post-event evaluation reports (within 30 days of each event). .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with Moveable, Inc./Exhibit A-1-Standard Indemnification Page 4 Rev. 07-01-18

EXHIBIT A-1

STANDARD INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify (collectively “Indemnify”) City, its City Council, commissions, officers, employees, volunteers and agents (collectively “Indemnitees”) 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 (collectively “Losses”), and whether sounding in law, contract, tort, or equity, arising out of the performance of the Services, that are caused or claimed to be caused by the acts, errors and/or omissions of Consultant, its employees, its subconsultants, or anyone for whose acts any of them may be liable (collectively “Responsible Parties”). Consultant’s responsibilities under this Section (HOLD HARMLESS/INDEMNIFICATION) include liability arising from, connective with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of Indemnitees.

Notwithstanding, Consultant’s duty to defend is not so limited.

B. Consultant’s obligation to Indemnify, will specifically extend to any and all employment- related claims of any type brought by employees, consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

D. The Parties expressly agree that this Section (HOLD HARMLESS/INDEMNIFICATION) will survive the expiration or early termination of the Agreement. .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit B-Fee Schedule Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. EVENT BUDGETS

1.1. For each Event SOW, Consultant will submit a proposed budget calculated based on 1) Consultant’s estimated production fees, 2) Consultant’s estimated labor fees, and 3) the estimated third-party production expenses. Third party production expenses will be based on actual vendor quotes and/or labor models tied to the Event SOW. All budgets must include category contingencies sized to risk and shown explicitly.

1.2. Event Budgets may be modified throughout the event planning and production process, upon written approval by the CMO. City will not pay or be liable for any Event Budget increases that result in the maximum compensation of this Agreement being exceeded without first entering into a formal written amendment to this Agreement, which may be approved or denied in the City’s sole discretion and is subject to City Council authorization.

2. FEE SCHEDULE

2.1. PRODUCTION FEES. Production fees consist of the Consultant’s overall event management services and agency overhead costs associated with producing the event.

Production fees for each event will be agreed upon by City and Consultant during the Event SOW approval process, based on one of the following two options:

2.1.1. One-Time Production Fee : A fixed management fee per event based on final scope and budget, to be agreed upon by City and Consultant.

2.1.2. Percentage Based Production Fee : A fee of up to 15% of direct production spend, capped by a mutually agreed not-to-exceed amount per event.

2.2. Sponsorship Management Fee: In the event the City requests Consultant’s support in soliciting and managing sponsors for City events, Consultant will receive a fee of up to 25% of gross sponsorship value, capped by a mutually agreed not-to-exceed amount per event.

2.3. ON SITE LABOR FEES. Consultant will be compensated for staff time spent on location during event load-in, event execution, and load-out phases. Consultant will bill the City only for actual hours worked by staff to support the event, according to the hourly rates listed below, which constitute the maximum rate that the City can be charged for a particular role. Exact rates not to exceed the rates listed below will be established during the Event SOW approval process.

Table 1 – Hourly Rate Ceilings
Role Max Rate Role Max Rate
Executive Operations $195 PA or Runner $55
Primary City Contact $175 Marketing/Public
Information Lead
$150
Production Director $180 Strategy and Research $145
.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit B-Fee Schedule Page 2 Rev. 07-01-18
Technical and Compliance
Lead
$165 Digital Media $135
Sponsorships Director $155 Content and Social $95
Senior Producer $150 Creative Director $150
Site Operations Manager $120 Art Director $135
Stage Manager $110 Designer $95
Permitting Coordinator $115 Copywriter $110
Safety Officer $120 Media Planner or Buyer $120
Production Coordinator $85 Data and Reporting $125

3. THIRD PARTY FEES

3.1. Consultant will pay for all third-party production costs after pre-approval by the City.

The City will reimburse Consultant for approved third-party production expenses at actual cost. Expenses are reimbursable only if they are not already included in hourly rates, were approved in advance by the City, and are supported by itemized receipts.

4. TRAVEL COSTS

4.1. Travel will be reimbursed as listed below.

• Airfare/Rental Car – At economy rates
• Lodging - According to the rates outlined by the United States General Services Administration (GSA) https://www.gsa.gov/travel-resources.

4.2. If third-party vendors require travel, Consultant will pay for all third-party travel costs and request reimbursement from the City during the invoice process. Consultant will make every effort to minimize travel costs by using local labor/vendors whenever possible.

4.3. All travel must receive prior authorization by the city.

4. REMITTANCE OF REVENUE TO THE CITY

4.1. In the event Consultant collects revenue on behalf of the City, (for example through collection of retailer application fees, concessions fees, or other fees where Consultant facilitates payment collection for City revenue), in which all or a portion of those fees belong to the City, Consultant will remit the fees to the City within thirty days of the completion of the event. Alternatively, Consultant may subtract the revenue collected on behalf of the City from the total budget for the event. City and Consultant’s portion of any revenue generated and the method for remitting payment to the City will be established during the Event SOW approval process.

4.2. In the event of a dispute regarding payments due to the City, Consultant will, within five (5) business days of a written request, provide the City or its authorized representative with full access to all books, invoices, receipts, and financial records related to the Event.

.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit B-Fee Schedule Page 3 Rev. 07-01-18

5. INVOICE AND PAYMENT

5.1. Consultant will bill the City on a monthly basis for the Services actually provided or expenses actually incurred during the preceding month, on an invoice and in a format approved by the City and subject to verification and approval by the City. As an alternative to monthly invoices, Consultant may invoice the City according to the deliverable of key payment milestones, if established in the Event SOW.

5.2. The City will not pay any advance deposits or pre-payments. Invoices will only be issued after services or deliverables are provided.

5.3. A full reconciliation with invoices and variance analysis must be delivered within thirty days of event completion.

.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit C-Insurance Requirements

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 will provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies will be primary insurance as to the City of Santa Clara so that any other coverage held by the City will not contribute to any loss under 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 form CG 00 01. Policy limits are subject to review, but will in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

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

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 ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage will apply to all owned (if any), non-owned and hired autos.
.>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit C-Insurance Requirements C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate will be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage will be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City 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 Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

3. Cancellation.
a. Each insurance policy will contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non- payment of premiums will be effective until written notice has been given to City at least ten (10) days prior to the effective date of such .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit C-Insurance Requirements modification or cancellation. In the event of non-renewal, written notice will be given at least ten (10) days prior to the effective date of non- renewal.
b. Each insurance policy will contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums will be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice will be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by 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 subcontractors and others engaged in the project will be submitted to City for review.

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

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

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subcontractor (of every tier) will, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage will be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant will file with the City all certificates and endorsements for the .>8BA;:=Ā/=C9<>?9Ā1.+Ā--,#$""' ''$# &,$* ).*/ &00,(*0,*0.(

Agreement with TRAFFIK, LLC/Exhibit C-Insurance Requirements required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker will provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage will be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Consultant will submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement will be mailed to:

EBIX Inc.

City of Santa Clara City Manager’s Office
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 will have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or will be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

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Agreement with Moveable, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. S200005818

AGREEMENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This Agreement, effective as of ________________ (“Effective Date”), is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Moveable, Inc. 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.”

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

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit A-1 – Standard Indemnification
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, 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. -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# " #) #!#&
Agreement with Moveable, Inc. Page 2
Rev. 07-01-18

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 as of the Effective Date and terminate on March 1, 2027.

After the initial term, the City reserves the right to extend the term of the agreement by up to four (4) additional terms of one-year each in such increments as determined by the City. Any such extension shall be formalized through a formal written amendment to this Agreement.

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

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement 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 replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

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

6. COMPENSATION AND PAYMENT
In consideration for 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 Two Hundred Fifty Thousand Dollars ($250,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.
-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 3
Rev. 07-01-18

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

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 subcontractors without express written permission from City.

Consultant shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as 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 CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection 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 -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 4
Rev. 07-01-18
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 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
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify (collectively “Indemnify”) City, its City Council, commissions, officers, employees, volunteers and agents (collectively “Indemnitees”) 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 (collectively “Losses”), and whether sounding in law, contract, tort, or equity, arising out of the performance of the Services, that are caused or claimed to be caused by the acts, errors and/or omissions of Consultant, its employees, its subconsultants, or anyone for whose acts any of them may be liable (collectively “Responsible Parties”). Consultant’s responsibilities under this Section 14 (HOLD HARMLESS/INDEMNIFICATION) include liability arising from, connective with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 5
Rev. 07-01-18
negligence or willful misconduct of Indemnitees. Notwithstanding, Consultant’s duty to defend is not so limited.

B. Consultant’s obligation to Indemnify, will specifically extend to any and all employment-related claims of any type brought by employees, consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

D. The Parties expressly agree that this Section 14 (HOLD HARMLESS/INDEMNIFICATION) will survive the expiration or early termination of the 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: Elycia Knight, City Manager’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

Moveable, Inc.

Attention: Thomas Ryan Sebastian
2160 Tully Road
-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 6
Rev. 07-01-18
San Jose, CA 95122
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

3.40.070), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Additionally, 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 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. -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 7
Rev. 07-01-18

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.

Signatures on next page
-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc. Page 8
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

MOVEABLE, INC.
a California corporation

Dated:

By (Signature):

Name: Thomas Ryan Sebastian
Title: Chief Executive Office r
Principal Place of
Business Address:
2160 Tully Road
San Jose, CA 95122
Email Address: [email protected]
Telephone: 408-425-3136
Fax:
“CONSULTANT”

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# " #( #!#&Ā@Ā""*$"Ā+1Ā234
" #) #!#&Ā@Ā)*%"Ā+1Ā234
Agreement with Moveable, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
This Scope of Services outlines the requirements for Consultant to provide as-needed event planning and production services (“Services”) for the City. The Consultant is responsible for providing all labor, equipment, materials and project management necessary to produce the event(s) as directed by the City.

1. PROJECT APPROVAL PROCESS

1.1. Consultant will provide the Services on an as-needed basis and as directed, in writing, by the City Manager’s Office (“CMO”) or designee. The CMO will provide Consultant with a written request (“Event Request”) detailing the initial event concept, objectives, timeline and any other information needed to formulate the event scope.

1.2. For each Event Request, Consultant will prepare an initial scope of work (“Event SOW”). The Event SOW will detail the tasks anticipated to be required to achieve event goals, phases and timelines, and the estimated budget, to include Consultant’s anticipated labor and management fees, third party vendor fees, and any other costs that may be associated with producing the event. Event budgets will be calculated according to the rates listed in Exhibit B (Fee Schedule).

1.3. If CMO elects, in its sole discretion to proceed with an Event SOW, CMO will give final authorization, in writing, to proceed with an Event SOW prior to Consultant providing any services related to the event.

1.4. The project approval process is a collaborative process between City and Consultant.

Regular meetings, emails, and telephone calls will all be accepted forms of communication throughout the process. Authorization to prepare an Event SOW and final approval of the Event SOW must be documented in writing (email acceptable).

2. GENERAL ADMINISTRATIVE REQUIREMENTS
Consultant will provide administrative and project management oversight for each event.

Key responsibilities include, but are not limited to:

2.1. Collaboration: Attendance at regular meetings with City staff and partners to ensure alignment across teams on event plans and goals.

2.2. Approvals: Ensure explicit prior approval by the City is received before moving forward with any irrevocable plans or purchases.

2.3. Budget Development and Management. Create detailed cost estimates and recommend cost-savings strategies.

2.4. Project Tracking: Maintain a centralized project timeline, deliverables tracker, and budget tracker at all times.

2.5. Evaluation. Deliver a post-event evaluation report within 30 days of each event to analyze outcomes and recommend future improvements.

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18

3. EVENT STRATEGY & DESIGN
In coordination with the City, Consultant is responsible for leading the conceptualization, artistic curation and blueprint development for each event. Key responsibilities include, but are not limited to:

3.1 Creative Concepting: Collaborate with City staff to develop creative themes, formats, and desired outcomes.

3.2 Venue Management: Identify suitable City-owned or non-City-owned venues and coordinate all scheduling, permitting and logistics directly with the venue.

3.3 Technical Design: Create blueprint designs of the entire event grounds and present production elements through CAD-Specific drawings for City review.

4. LOGISTICS, TALENT, AND VENDOR MANAGEMENT
Consultant is responsible for the comprehensive planning, execution and oversight of all operational elements of each event. Key responsibilities include, but are not limited to:

4.1. Operational Planning & Logistics

4.1.1. Work Plans: Create a detailed work plan for each event to include the following elements, at a minimum:
• Production Plans
• Timelines
• Equipment Lists
• Staffing and Volunteer Plans
• Event Day Operations Plan
• Contingency Plans/Escalation Trees
• Emergency Action Plans

4.1.2. Permitting: Secure all required permits and ensure all vendors and contracted talent comply with City permit requirements and ordinances.

4.1.3. Production Elements. Source and manage all required equipment and supplies such as audio/visual lighting, furniture, perimeter fencing, portable toilets, tents, and any other equipment and supplies identified as being required.

4.1.4. Event Set-Up. Manage the entire load-in and load-out process and oversee all coordination with the venue.

4.1.5. Ancillary Services. Oversee ticketing procedures, signage design/placement, and concessions/hospitality for patrons and staff.

4.2. Talent and Vendor Oversight

4.2.1. Talent Acquisition. Identify, book, and contract performers (for example musicians, artists, DJs, cultural partners) following City approval of the performer, performer’s rates, contractual terms, and rider provisions, at a minimum.

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18

4.2.2. Talent Contract Management. Fulfill all talent rider provisions.

4.2.3. Vendor Management. Identify, vet and contract with all third-party vendors required for each event (catering, security, décor, etc.) Consultant will serve as the single point-of-contact for all external partners and will manage their schedules and deliverables. The City reserves the right to reject any of Consultant’s selected vendors at their sole discretion.

5. RISK AND SAFETY MANAGEMENT
Consultant is responsible for identifying risks associated with the event and ensuring a secure environment. Key responsibilities include, but are not limited to:

5.1. Identify potential logistical, financial, reputational, and safety-related risks and develop risk mitigation strategies and contingency plans.

5.2. Comply with direction from City departments (Police, Fire, Public Works, Risk Management) and stakeholders to establish necessary security measures and staffing.

5.3. Ensure compliance with safety protocols and Emergency Action Plans.

5.4. Ensure external partners such as third-party vendors and booked talent indemnify the City using the City’s standard indemnity language, a copy of which is attached as Exhibit A-1, maintain insurance coverages and levels as required by the City, including at a minimum that policies identify the City as a third-party beneficiary and additional insured. Additionally, Consultant will collect evidence of insurance coverage by all external partners and show proof of coverage upon the request of the City.

6. EVENT DAY STAFFING AND OPERATIONS
Consultant is responsible for overseeing all elements of event day activities in coordination with the City. Key responsibilities include, but are not limited to:

6.1. Provide real-time, onsite oversight and general management of the entire event and ensure all issues are addressed immediately and according to established plans.

6.2. Ensure adequate supervision of all vendors, staffing and volunteers at all times.

7. DELIVERABLES
The specific deliverables Consultant may be requested to provide for any event may include but is not limited to, the following:

7.1. Event permit packets (applications and approvals for City sign-off)

7.2. Staffing & Volunteer plan utilizing the City’s Volunteer Program

7.3. Day-of event operations plan and escalation tree

7.4. Emergency Action Plans (EAPs)

7.5. Documentation of vendor compliance (licenses, insurance, permits)

7.6. Talent contracts & promotional review signoffs

7.7. Detailed budgets with monthly updates

7.8. Production schedules, run-of-shows, and site maps

7.9. Post-event evaluation reports (within 30 days of each event).

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit A-1-Standard Indemnification Page 1 Rev. 07-01-18

EXHIBIT A-1

STANDARD INDEMNIFICATION
A. To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify (collectively “Indemnify”) City, its City Council, commissions, officers, employees, volunteers and agents (collectively “Indemnitees”) 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 (collectively “Losses”), and whether sounding in law, contract, tort, or equity, arising out of the performance of the Services, that are caused or claimed to be caused by the acts, errors and/or omissions of Consultant, its employees, its subconsultants, or anyone for whose acts any of them may be liable (collectively “Responsible Parties”). Consultant’s responsibilities under this Section (HOLD HARMLESS/INDEMNIFICATION) include liability arising from, connective with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of Indemnitees.

Notwithstanding, Consultant’s duty to defend is not so limited.

B. Consultant’s obligation to Indemnify, will specifically extend to any and all employment- related claims of any type brought by employees, consultants, subconsultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

D. The Parties expressly agree that this Section (HOLD HARMLESS/INDEMNIFICATION) will survive the expiration or early termination of the Agreement. -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit B-Fee Schedule Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. EVENT BUDGETS

1.1. For each Event SOW, Consultant will submit a proposed budget calculated based on 1) Consultant’s estimated hourly production costs and a final “not-to-exceed” total and, 2) the estimated third-party production expenses. Third party production expenses will be based on actual vendor quotes and/or labor models tied to the Event SOW. All budgets must include category contingencies sized to risk and shown explicitly.

1.2. Event Budgets may be modified throughout the event planning and production process, upon written approval by the CMO. City will not pay or be liable for any Event Budget increases that result in the maximum compensation of this Agreement being exceeded without first entering into a formal written amendment to this Agreement, which may be approved or denied in the City’s sole discretion and is subject to City Council authorization.

2. PRODUCTION FEES

2.1. Consultant’s Production Costs consist of all event planning, pre-production coordination, and on-site day-of-event services provided by Consultant. Production Costs for each event will be calculated based on the hourly rates listed below.

Consultant will only bill for the actual hours completed, even if the total hours worked does not reach the “not-to-exceed” maximum.

Position Hourly Rate
Senior Leadership $200
Project Lead $160
Project Coordinator/Project
Specialist $120
On-Site Event Staff $70

3. THIRD PARTY FEES

3.1. Consultant will pay for all third-party production costs after pre-approval by the City.

The City will reimburse Consultant for approved third-party production expenses at actual cost. Expenses are reimbursable only if they are not already included in hourly rates, were approved in advance by the City, and are supported by itemized receipts.

4. TRAVEL COSTS

4.1. All travel will be reimbursed as listed below.

• Airfare/Rental Car – At economy rates
• Lodging - According to the rates outlined by the United States General Services Administration (GSA) https://www.gsa.gov/travel-resources. -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit B-Fee Schedule Page 2 Rev. 07-01-18

4.2. If third-party vendors require travel, Consultant will pay for all third-party travel costs and request reimbursement from the City during the invoice process. Consultant will make every effort to minimize travel costs by using local labor/vendors whenever possible.

4.3. All travel must receive prior authorization by the city.

4. REMITTANCE OF REVENUE TO THE CITY

4.1. In the event Consultant collects revenue on behalf of the City, (for example through collection of retailer application fees, concessions fees, or other fees where Consultant facilitates payment collection for City revenue), in which all or a portion of those fees belong to the City, Consultant will remit the fees to the City within thirty days of the completion of the event. Alternatively, Consultant may subtract the revenue collected on behalf of the City from the total budget for the event. City and Consultant’s portion of any revenue generated and the method for remitting payment to the City will be established during the Event SOW approval process.

4.2. In the event of a dispute regarding payments due to the City, Consultant will, within five (5) business days of a written request, provide the City or its authorized representative with full access to all books, invoices, receipts, and financial records related to the Event.

5. INVOICE AND PAYMENT

5.1. Consultant will bill the City on a monthly basis for the Services actually provided or expenses actually incurred during the preceding month, on an invoice and in a format approved by the City and subject to verification and approval by the City. As an alternative to monthly invoices, Consultant may invoice the City according to the deliverable of key payment milestones, if established in the Event SOW.

5.2. The City will not pay any advance deposits or pre-payments. Invoices will only be issued after services or deliverables are provided.

5.3. A full reconciliation with invoices and variance analysis must be delivered within thirty days of event completion.

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

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 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
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.
-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION

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

2. The indemnification and hold harmless obligations of 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 subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the 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 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 Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by 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 -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non- renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non- renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by 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 subcontractors 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 subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the -;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Agreement with Moveable, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
required insurance policies for City’s approval as to adequacy of the insurance protection.

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

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara (City Manager’s Office)
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 representative.

-;5>=87:Ā.:?69;<6Ā0-*Ā%#!(($$%Ȁ.'.#Ȁ%$$,Ȁ($-'Ȁ#$',+/!'"''# Ebix Insurance No. S200005818
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

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

PREAMBLE
This agreement ("Amendment No. 1 "), effective as of MtA~ JG, o1.Dc26("Effective Date"), is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("City") and Moveable, Inc., 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."

RECITALS
A The Parties previously entered into an agreement entitled "Agreement for Services Between the City of Santa Clara and Moveable , Inc., dated January 29, 2026 ("Agreement") ; and
B. The Parties entered into the Agreement for the purpose of having Contractor provide event planning and production services, and the Parties now wish to amend the Agreement to increase compensation .

NOW, THEREFORE , the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Compensation and Payment" is revised to increase compensation and shall read as follows:
"In consideration for Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES". The maximum compensation of this Agreement is Three Hundred Fifty Thousand Dollars ($350,000) , subject to budget appropriations , which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services . All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstances.

Amendment No. 1 to Agreement/Moveable, Inc.

Rev. 10/25/19