City Council and Authorities Concurrent
July 14, 2026

RESOLUTION NO. _____

A JOINT RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, SANTA CLARA STADIUM AUTHORITY, SPORTS

AND OPEN SPACE AUTHORITY, AND HOUSING AUTHORITY
(“COUNCIL AND AUTHORITIES”) DELEGATING AUTHORITY TO

THE CITY MANAGER, EXECUTIVE DIRECTOR, AND CONTRACT

ADMINISTRATOR OR DESIGNEE TO EXECUTE CONTRACTS

ON BEHALF OF THE COUNCIL AND AUTHORITIES DURING
THE RECESS PERIOD BETWEEN JULY 15, 2026 THROUGH
AUGUST 17, 2026
WHEREAS, the City of Santa Clara's City Council, Santa Clara Stadium Authority, Sports and Open Space Authority, and Housing Authority ("Council and Authorities") have specific purchasing policies or ordinances, and all other agreements and actions not specifically delegated by the City Code or other formal action must be considered and approved by Council or Boards of the Authorities;
WHEREAS, the Council and Authorities do not have any meetings scheduled between July 15, 2026, and August 17, 2026; and
WHEREAS, specific actions
will be needed in order to ensure projects will stay on schedule and services will not interrupted.

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

1. That the City Manager, Executive Director, and Contract Administrator or designee is hereby authorized to consider, approve, and execute contracts and other administrative matters needed for the on-going operation of the City within existing budgetary appropriations during the scheduled recess between July 15, 2026, and August 17, 2026.

2. That the City Manager, Executive Director, and Contract Administrator shall provide a report to the City Council regarding the actions taken under this Resolution at a City Council Meeting in August 2026.

3. Effective date. This resolution shall become effective immediately.

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 14th 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
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-678 Agenda Date: 7/14/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for Public Works at 840 Parker Street, 2291 De La Cruz Boulevard, 3025 Raymond Street, and 2625 Patricia Drive, With an Estimated Cost of $151,043

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommend that the City Council declares and determines that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 40169
Location: 840 Parker Street
Type of Service: New Business (2005)
Description of Work: Installation of a new wooden pole, padmount transformer, and primary wire to provide electricity for a new building at 840 Parker Street.

Estimated Cost: $23,258
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40235
Location: 2291 De La Cruz Boulevard
Type of Service: New Business (2005)
Description of Work: Install (1)12 KVA Transformer and connectors, ±200' high voltage UG conductor, and (1) 2000A service meter.

Estimated Cost: $40,463
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26-678 Agenda Date: 7/14/2026
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40640
Location: 3025 Raymond Street
Type of Service: New Business (2005)
Description of Work: Install 2 new padmount transformers.

Estimated Cost: $78,754
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 41293
Location: 2625 Patricia Drive
Type of Service: New Business (2005)
Description of Work: Remove padmount transformer and underground primary cable serving international swim center.

Estimated Cost: $8,568
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Historically, City staff has performed small project work like this under the use of City Forces exception and justification above. The City prepares estimates based on current cost information and project scope. SVP is developing a process to periodically review completed work to inform future cost estimates.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15302 (Class 2 -Replacement or Reconstruction) and Section 15303 (Class 3 - New Construction) of Title 14 of the California Code of Regulations as the proposed work involves the replacement of electric facilities and the installation of small electric facilities and equipment.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report totaling $151,043 are included in the FY 2026/27 Adopted CIP Budget, in Project 2005 - New Business Estimate Work in the Electric Utility Capital Fund. All of the referenced work will be performed by City SVP staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

PUBLIC CONTACT
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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. Determine that the proposed action is exempt from CEQA pursuant to Section 15302 (Class 2 - Replacement or Reconstruction) and Section 15303 (Class 3 - New Construction) 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 works located at 840 Parker Street, 2291 De La Cruz Boulevard, 3025 Raymond Street, and 2625 Patricia Drive, with an estimated cost of $151,043, are 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 these public works consistent with this authorization.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-766 Agenda Date: 7/14/2026

REPORT TO COUNCIL

SUBJECT
Adopt a Resolution Accepting the California Highway Patrol Cannabis Tax Fund Grant Program Grant and Authorizing the City Manager to Execute Grant-Related Documents, and Approve the Related Budget Amendment

BACKGROUND
With the passage of Proposition 64, the Control, Regulate, and Tax Adult Use of Marijuana Act (AUMA), California voters mandated the State set aside funding for the California Highway Patrol (CHP) to award grants to local governments and qualified nonprofit organizations, as described in Revenue and Taxation Code Section 34019(f)(3)(B).

The Cannabis Tax Fund Grant Program (CTFGP) marks an important step toward reducing impaired driving crashes, increasing public awareness surrounding the dangers of impaired driving, and making California’s roadways a safer place to travel.

The CHP administers the provisions of the CTFGP in a manner that fosters and protects the health, safety, welfare and economic well-being of the people of the State.

DISCUSSION
In February 2026, the Police Department applied for the Fiscal Year 2026/27 Cannabis Tax Fund Grant Program. On July 3, 2026, the Police Department was awarded $216,972.19 to support grant objectives.

The CTFGP performance period is July 1, 2026, through June 30, 2027, and is intended to address the following substance-related goals:
· Increase driving under the influence (DUI)/driving under the influence of drugs (DUID) enforcement efforts (ex: DUI Saturation Patrols, DUI Checkpoints) · Drug Evaluation and Classification (DEC) Program courses (ex: SFST Training, ARIDE Training, DRE Training), and other trainings to help increase the knowledge of law enforcement personnel in detecting and removing impaired drivers from the roadway · General prevention education and community outreach designed to educate the public about the dangers of impaired driving (ex: presentations to high school and/or college students, with a direct focus on Drive High = DUI, or another campaign message against impaired driving) Through the grant cycle, the following objectives have been established by the Police Department to support the identified goals:
· Conduct DUI Saturation Patrols (10)
· Set-up highly visible DUI Checkpoints (2)
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· Procure a vehicle capable of towing the DUI checkpoint trailer (1) · Host a Teen Impaired Driving Education Event (1)
· Train Staff (Advanced Roadside Impaired Driving Enforcement, Drugged Driving, DUI Investigation, Standard Field Sobriety Testing)
Together, these coordinated activities will strengthen DUI enforcement capacity, improve operational readiness, enhance public awareness, and support reductions in impaired driving within the City of Santa Clara.

This Report to Council intends to adopt a formal Resolution outlining the terms and conditions of the CTFGP grant, accept the CTFGP grant, authorize the City Manager to execute grant-related documents and approve related budget amendments.

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

FISCAL IMPACT
CTFGP grant funding in the amount of $216,972.19 will fund overtime shifts for Police Department personnel to address new/additional education and enforcement initiatives to mitigate the crime and public nuisance challenges associated with driving under of the influence/driving under the influence of drugs and will supply the Department with equipment to aid in achieving grant goals. The table below details the recommended budget action to accept these funds.

Budget Amendment
FY 2026/27
Current Increase/
(Decrease)
Revised
Police Operating Grant Trust Fund
Revenue
Grant Funding $0 $216,973 $216,973
Expenditure
Cannabis Tax Fund Grant
Program 2026/27
$0 $216,973 $216,973

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 7/10/2026Page 2 of 3
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Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Adopt the Resolution accepting the California Highway Patrol Cannabis Tax Fund Grant Program grant to be utilized to fund a variety of identified objectives to curb substance-related challenges in our community, and authorizing the City Manager to execute all grant-related documents in final forms approved by the City Attorney’s Office; and

2. Approve the FY 2026/27 budget amendment in the Police Operating Grant Trust Fund to recognize grant funding in the amount of $216,973 and establish a Cannabis Tax Fund Grant Program 2026/27 appropriation in the amount of $216,973 (five affirmative Council votes required to appropriate additional revenue).

Prepared by: Casey Rettig, Management Analyst
Reviewed by: Cory Morgan, Chief of Police
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution

2. FY26-27 CTFGP Grant Agreement

3. Quick-Reference Guide 07.01.26
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Resolution/Acceptance of Cannabis Tax Fund Program Grant Page 1 of 2 RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,

AUTHORIZING THE ACCEPTANCE OF A CALIFORNIA HIGHWAY

PATORL (CHP) GRANT AND AUTHORIZING THE CITY MANAGER

TO EXECUTE THE GRANT AGREEMENT

WHEREAS, the City Council of the City of Santa Clara desires to undertake a certain project designed to curb substance-related challenges in the community, to be funded in part from the California Highway Patrol (CHP) grant funding; and
WHEREAS, the CHP is charged with appropriating grant money associated with the Cannibis Tax Fund Program (CTFGP), the purpose of which is to provide alternative funding sources to augment, but not supplant, current activities and programs; and, WHEREAS, the Police Department applied for one of these grants and has been awarded $216,972.19; and
WHEREAS, this funding will allow for additional impaired driving enforcement, an enforcement vehicle, teen driving education and advanced training for officers to recognize impaired driving to increase the level of public safety within the City of Santa Clara by preventing loss of life, injuries, and property damaged by driving under the influence of alcohol and/or drugs; and WHEREAS, the City Council determines that acceptance of the grant is in the best interests of the City of Santa Clara because the grant funds will be applied to programs and activities that promote and enhance the health, safety, and welfare of the residents.

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

1. That the funds provided by the CHP through its Cannabis Tax Fund Grant Program are hereby accepted;

2. That the City Manager of the City of Santa Clara is authorized to execute on behalf of the City the grant contract with the CHP, including any extensions or amendments thereof and any subsequent contract with the State in relation thereto and other documents as necessary, all in final forms approved by the City Attorney.

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3. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution. The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

4. Effective date. This resolution shall become effective immediately.

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 14 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

State of California

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
GRANT AGREEMENT - Page 1
Award Number
30863
________________________________________________________________

1. GRANT TITLE
FY26/27 CTFGP Law Enforcement – Santa Clara Police Department

2. NAME OF ORGANIZATION/AGENCY
Santa Clara Police Department

3. ORGANIZATION/AGENCY SECTION TO ADMINISTER GRANT
City of Santa Clara/Police Department/Administrative Services

4. PROJECT PERFORMANCE PERIOD
From: 07/01/2026 To: 06/30/2027

5. PURCHASE ORDER NUMBER

6. G RANT OPPORTUNITY INFORMATION DESCRIPTION
Law Enforcement grants provide financial assistance to allied agencies for the education, prevention, and the enforcement of laws related to driving under the influence of alcohol and other drugs, including cannabis and cannabis products.

The intent of the program is to educate the public regarding the dangers of impaired driving, enforce impaired driving laws on the roadway, and improve the Organization/Agency’s effectiveness through training and development of new strategies.

7. FUNDS ALLOCATED UNDER THIS GRANT AGREEMENT SHALL NOT EXCEED $216,972.19

8. TERMS AND CONDITIONS
The Grantee agrees to complete the Project, as described in the Project Description. The Grantee’s Grant Application, and the California Code of Regulations, Title 13, Division 2, Chapter 13, Sections 1890.00- 1890.27, are hereby incorporated into this Grant Agreement by reference.

The parties hereto agree to comply with the Terms and Conditions of the following attachments:
• Schedule A – Project Description, Problem Statement, Goals and Objectives, and Method of Procedure • Schedule B – Detailed Budget Estimate
• Schedule B-1 – Budget Narrative

We, the officials named below, hereby swear, under penalty of perjury under the laws of the State of California, that we are duly authorized to legally bind the Grant recipient to the above-described Grant Terms and Conditions.

IN WITNESS WHEREOF, this Grant Agreement is executed by the parties hereto.

9. APPROVAL SIGNATURES
A. AUTHORIZED OFFICIAL OF ORGANIZATION/AGENCY
Name: Jovan Grogan
Title: City Manager
Phone: (408) 615-2220

Address: 1500 Warburton Avenue
Santa Clara, CA 95050

E-Mail: [email protected]

___________________________ _______________
(Signature) (Date)
B. AUTHORIZED OFFICIAL OF CHP
Name: Elliotte Johnson Phone: (916) 843-4360
Title: Captain Fax: (916) 322-3169

Address: 601 North 7th Street
Sacramento, CA 95811

E-Mail: [email protected]

___________________________ _______________
(Signature) (Date)
C. ACCOUNTING OFFICER OF CHP
Name: M. V. Fojas Phone: (916) 843-3531
Title: Commander Fax: (916) 322-3159

Address: 601 North 7th Street
Sacramento, CA 95811

E-Mail: [email protected]

___________________________ _______________
(Signature) (Date)

10. AUTHORIZED FINANCIAL CONTACT TO RECEIVE

REIMBURSEMENT PAYMENTS

Name: Kenn Lee
Title: Director of Finance
Phone: (408) 615-2220

Address: 1500 Warburton Avenue
Santa Clara, CA 95050
Attn: Casey Rettig

I

TERMS AND CONDITIONS

Grantee shall comply with the California Code of Regulations, Title 13, Division 2, Chapter 13 Section 1890, et seq. and all other Terms and Conditions noted in this Grant Agreement. Failure by the Grantee to comply may result in the termination of this Grant Agreement by the California Highway Patrol (hereafter referred to as State). The State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.

A. EXECUTION

1. The State (the California Highway Patrol) hereby awards, to the Grantee, the sum of money stated on page one of this Grant Agreement. This funding is awarded to the Grantee to carry out the Project set forth in the Project Description and the terms and conditions set forth in this Grant Agreement.

2. The funding for this Grant Agreement is allocated pursuant to California Revenue and Taxation Code Section 34019(f)(3)(B). The Grantee agrees that the State’s obligation to pay any sum under this Grant Agreement is contingent upon availability of funds disbursed from the California Cannabis Tax Fund to the State. If there is insufficient funding, the State shall have the option to either: 1) terminate this Grant Agreement; whereby, no party shall have any further obligations or liabilities under this Grant Agreement, or 2) negotiate a Grant Agreement Amendment to reduce the grant award and scope of work to be provided under this Grant Agreement.

3. The Grantee is not to commence or proceed with any work in advance of receiving notice that the Grant Agreement is approved. Any work performed by the Grantee in advance of the date of approval by the State shall be deemed volunteer work and will not be reimbursed by the State.

4. The Grantee agrees to provide any additional funding, beyond what the State has agreed to provide, pursuant to this Grant Agreement, and necessary to complete or carry out the Project, as described in this Grant Agreement. Any modification or alteration of this Grant Agreement, as set forth in the Grant Application submitted by the Grantee and on file with the State, must be submitted in writing thirty (30) calendar days in advance to the State for approval.

5. The Grantee agrees to complete the Project within the timeframe indicated in the Project Performance Period, which is on page one of this Grant Agreement.

B. PROJECT ADMINISTRATION

1. The Grantee shall submit all reimbursements, progress, performance, and/or other required reports concerning the status of work performed in furtherance of this Grant Agreement on a quarterly basis, or as requested by the State.

2. The Grantee shall provide the State with a final report showing all Project expenditures, which includes all State and any other Project funding expended, within sixty (60) calendar days after completion of this Grant Agreement.

3. The Grantee shall ensure all equipment which is purchased, maintained, operated, and/or developed is available for inspection by the State.

4. Equipment purchased through this Grant Agreement shall be used for the education, prevention, and enforcement of impaired driving laws, unless the Grantee is funding a portion of the purchased price not dedicated to impaired driving and that portion is not part of the Project costs.

Equipment purchased under this Grant Agreement must only be used for approved Project- related purposes, unless otherwise approved by the State in writing.

5. Prior to disposition of equipment acquired under this Grant Agreement, the Grantee shall notify the State via e- mail, and by telephone, by calling the California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit at (916) 843-4360.

TERMS AND CONDITIONS

C. PROJECT TERMINATION

1. Grantee or the State may terminate this Grant Agreement at any time prior to the commencement of the Project. Once the Project has commenced, this Grant Agreement may only be terminated if the party withdrawing provides thirty (30) calendar days written notice of their intent to withdraw.

a. If by reason of force majeure the performance hereunder is delayed or prevented, then the term end date may be extended by mutual consent for the same amount of time of such delay or prevention. The term “force majeure” shall mean any fire, flood, earthquake, or public disaster, strike, labor dispute or unrest, embargo, riot, war, insurrection or civil unrest, any act of God, any act of legally constituted authority, or any other cause beyond the Grantee’s control which would excuse the Grantee’s performance as a matter of law.

b. Grantee agrees to provide written notice of an event of force majeure under this Grant Agreement within ten (10) calendar days of the commencement of such event, and within ten (10) calendar days after the termination of such event, unless the force majeure prohibits Grantee from reasonably giving notice within this period. Grantee will give such notice at the earliest possible time following the event of force majeure.

2. Any violations of law committed by the Grantee, misrepresentations of Project information by the Grantee to the State, submission of falsified documents by the Grantee to the State, or failure to provide records by the Grantee to the State when requested for audit or site visit purposes may be cause for termination. If the Project is terminated for the reasons described in this paragraph, the State will have no obligation to reimburse the Grantee for any additional costs once the Grant Agreement has been terminated.

3. The State may terminate this Grant Agreement and be relieved of any payments should the Grantee fail to perform the requirements of this Grant Agreement at the time and in the manner herein provided. Furthermore, the Grantee, upon termination, shall return grant funds not expended by the Grantee as of the date of termination.

4. If this Grant Agreement is terminated, the State may choose to exclude the Grantee from future Grant Opportunities.

D. FINANCIAL RECORDS

1. The Grantee agrees the State, or their designated representative, shall have the right to review and to copy all records and supporting documentation pertaining to the performance of this Grant Agreement. Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after final payment, unless a longer period of records retention is stipulated or required by law. Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Furthermore, the Grantee agrees to include a similar right for the State to audit all records and interview staff in any subcontract related to performance of this Grant Agreement.

E. HOLD HARMLESS

1. The Grantee agrees to indemnify, defend, and save harmless the State, its officials, agents and employees from any and all claims and losses accruing or resulting to any and all Grantee’s staff, contractors, subcontractors, suppliers, and other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Grant Agreement, and from any and all claims and losses accruing or resulting to any person, agency, firm, corporation who may be injured or damaged by the Grantee in performance of this Grant Agreement.

TERMS AND CONDITIONS

F. NONDISCRIMINATION

1. The Grantee agrees to comply with State and federal laws outlawing discrimination, including, but not limited to, those prohibiting discrimination because of sex, race, color, ancestry, religion, creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including cancer or genetic characteristics), sexual orientation, political affiliation, position in a labor dispute, age, marital status, and denial of statutorily-required employment- related leave. (GC 12990 [a-f] and CCR, Title 2, Section 8103.)

G. AMERICANS WITH DISABILITIES ACT

1. The Grantee assures the State it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

H. DRUG-FREE WORKPLACE

1. The Grantee shall comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:

a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

b. Establish a Drug-Free Awareness Program to inform employees about:

i. The dangers of drug abuse in the workplace.

ii. The person's or Organization/Agency's policy of maintaining a drug-free workplace.

iii. Any available counseling, rehabilitation, and employee assistance programs.

iv. Penalties that may be imposed upon employees for drug abuse violations.

c. Every employee who works on the Project will:

i. Receive a copy of the company's drug-free workplace policy statement.

ii. Agree to abide by the terms of the company's statement as a condition of employment on the Grant Agreement.

2. Failure to comply with these requirements may result in suspension of payments under this Grant Agreement, or termination of this Grant Agreement, or both, and Grantee may be ineligible for award of any future Grant Agreements if the department determines that any of the following has occurred:

a. The Grantee has made false certification or violated the certification by failing to carry out the requirements, as noted above. (GC 8350 et seq.)

I. LAW ENFORCEMENT AGENCIES

1. All law enforcement Organization/Agency Grantees shall comply with California law regarding racial profiling. Specifically, law enforcement Organization/Agency Grantees shall not engage in the act of racial profiling, as defined in California Penal Code Section 13519.4.

TERMS AND CONDITIONS

J. LABOR CODE/WORKERS' COMPENSATION

1. The Grantee is advised and made aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Grant Agreement, (refer to Labor Code Section 3700).

K. GRANT APPLICATION INCORPORATION

1. The Grantee agrees the Grant Application and any subsequent changes or additions approved or required by the State is hereby incorporated into this Grant Agreement.

L. STATE LOBBYING

1. The Grantee is advised that none of the funds provided under this Grant Agreement may be used for any activity specifically designed to urge or influence a state or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any state or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a state official, whose salary is supported by this Grant Agreement, from engaging in direct communications with the state or local legislative officials, in accordance with customary state and/or local practice.

M. REPRESENTATION AND WARRANTIES

1. The Grantee represents and warrants that:

a. It is validly existing and in good standing under the laws of the State of California, has, or will have the requisite power, authority, licenses, permits, and the like necessary to carry on its business as it is now being conducted and as contemplated in this Grant Agreement, and will, at all times, lawfully conduct its business in compliance with all applicable federal, state, and local laws, regulations, and rules.

b. It is not a party to any Grant Agreement, written or oral, creating obligations that would prevent it from entering into this Grant Agreement or satisfying the terms herein.

c. If the Grantee is a Nonprofit Organization/Agency, it will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California tax - exempt status. If the Grantee subcontracts with a Nonprofit as part of this Grant Agreement, the Grantee shall ensure the Nonprofit will maintain its “Active” status with the California Secretary of State, maintain its “Current” status with the California Attorney General’s Registry of Charitable Trusts, and maintain its federal and State of California tax-exempt status.

d. All of the information in its Grant Application and all materials submitted are true and accurate.

N. AIR OR WATER POLLUTION VIOLATION

1. Under the state laws, the Grantee shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

TERMS AND CONDITIONS

O. GRANTEE NAME CHANGE

1. Grantee agrees to immediately inform the State, in writing, of any changes to the name of the person within the Organization/Agency with delegated signing authority.

2. An Amendment is required to change the Grantee's name, as listed on this Grant Agreement. Upon receipt of legal documentation of the name change, the State will process the Amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said Amendment.

P. RESOLUTION

1. A county, city, district, or other local public body shall provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body, which by law, has authority to enter into a Grant Agreement, authorizing execution of the Grant Agreement.

Q. PAYEE DATA RECORD FORM STD. 204

1. This form shall be completed by all non-governmental Grantees.

R. FINANCIAL INFORMATION SYSTEM FOR CALIFORNIA GOVERNMENT AGENCY TAXPAYER ID FORM

1. This form shall be completed by all Grantees.

S. CONFLICT OF INTEREST

1. This section serves to make the Grantee aware of specific provisions related to current or former state employees. If Grantee has any questions regarding the status of any person rendering services or involved with the Grant Agreement, the Grantee shall contact the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) immediately for clarification.

2. Current State Employees:

a. No officer or employee shall engage in any employment, activity, or enterprise, from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required, as a condition of regular state employment.

b. No officer or employee shall contract on their own behalf, as an independent Grantee, with any state agency to provide goods or services.

3. Former State Employees:

a. For the two-year period from the date they left state employment, no former state officer or employee may enter into a contract in which they engaged in any of the negotiations, transactions, planning, arrangements, or any part of the decision-making process relevant to this Grant Agreement while employed in any capacity by any state agency.

b. For the 12-month period from the date they left state employment, no former state officer or employee may enter into a contract with any state agency if they were employed by that state agency in a policy-making position in the same general subject area as the proposed Grant Agreement within the 12-month period prior to their leaving state service.

4. The authorized representative of the Grantee Organization/Agency, named within this Grant Agreement, warrants their Organization/Agency and its employees have no personal or financial interest and no present or past employment or activity, which would be incompatible with

TERMS AND CONDITIONS

participating in any activity related to this Grant Agreement. For the duration of this Grant Agreement, the Organization/Agency and its employees will not accept any gift, benefit, gratuity or consideration, or begin a personal or financial interest in a party who is associated with this Grant Agreement.

5. The Grantee Organization/Agency and its employees shall not disclose any financial, statistical, personal, technical, media-related, and/or other information or data derived from this Grant Agreement, made available for use by the State, for the purposes of providing services to the State, in conjunction with this Grant Agreement, except as otherwise required by law or explicitly permitted by the State in writing. The Grantee shall immediately advise the State of any person(s) who has access to confidential Project information and intends to disclose that information in violation of this Grant Agreement.

6. The Grantee will not enter into any Grant Agreement or discussions with third parties concerning materials described in paragraph five (5) prior to receiving written confirmation from the State that such third party has a Grant Agreement with the State, similar in nature to this one.

7. The Grantee warrants that only those employees who are authorized and required to use the materials described in paragraph 5 will have access to them.

8. If the Grantee violates any provisions in the above paragraphs, such action by the Grantee shall render this Grant Agreement void.

T. EQUIPMENT-USE TERMS

1. The Grantee agrees any equipment purchased under this Grant Agreement shall be used for impaired driving efforts.

2. Law Enforcement Projects:

a. Oral Fluid Drug Screening Devices and Cannabis/Marijuana Breath Testing Equipment - The Grantee agrees to ensure all personnel using road-side drug testing equipment, including oral fluid drug testing devices and/or cannabis/marijuana breath testing devices, purchased with grant funds from this Grant Agreement, are trained to recognize alcohol and drug impairment.

At a minimum, personnel using these devices should receive Standardized Field Sobriety Testing training. These personnel are also encouraged to attend Advanced Roadside Impaired Driving Enforcement and Drug Recognition Evaluator training. Prior to using these devices, the Grantee agrees to obtain permission from their local prosecutor’s office, establish a policy ensuring appropriate use, and require the staff using these devices to receive appropriate training, which may include training from the manufacturer. This will help ensure the equipment is used appropriately. The Grantee shall advise the State (California Highway Patrol, Impaired Driving Section, Cannabis Grants Unit) of any legal challenges or other items of significance that may affect the use or legal acceptance of these devices.

Additionally, the State may request additional information about the performance of these devices, including information about their use, accuracy, and feedback from personnel using the devices.

b. Law Enforcement Vehicles – The Grantee agrees any law enforcement vehicles purchased with Grant funds, from this Grant Agreement, will be primarily used for the enforcement of driving under the influence laws and/or providing public education, related to the dangers of driving under the influence. Additionally, any vehicle purchased using funds from this Grant Agreement shall comply with all California Vehicle Code and California Code of Regulation requirements. The State may require the Grantee to mark these vehicles with a decal and/or emblem, indicating the vehicle is used for driving under the influence enforcement.

Schedule A

Santa Clara Police Department

The Grantor determined awards and adjustments based on the Project’s merit, operational scale, compliance with the Request for Application (RFA), and program regulations. Certain activities or budget items proposed in Schedule A may have been deemed ineligible for funding. The final, binding list of authorized activities and expenses is set forth in Schedule B - Detailed Budget Estimate.

Project Description
The City of Santa Clara faces ongoing impaired-driving challenges due to high traffic volumes, regional commuter patterns, and frequent large-scale events. Levi’s Stadium, located within the City, hosts NFL games, concerts, and major sporting events that generate substantial surges in visitors, nighttime travel, and congestion. These conditions increase the risk of alcohol, cannabis, and polysubstance- impaired driving and place additional demands on local law enforcement.

The Santa Clara Police Department will use grant funding to enhance impaired driving enforcement efforts focused on deterrence, detection, and roadway safety. Enforcement activities will include high- visibility DUI patrols, targeted saturation patrols, and operations during special events and other high-risk periods. These efforts will prioritize identifying cannabis and drug impaired drivers and reducing impaired driving related collisions.

To strengthen enforcement effectiveness, the Department will expand specialized training for sworn personnel. Funding will support increasing the number of officers trained in DRE, ARIDE. SFST, and DUI investigation techniques. Expanding this training will improve the Department’s capacity to conduct legally sound investigations and support successful DUI prosecutions.

In addition to enforcement and training, the Department will implement teen prevention efforts. Impaired- driving education will be provided to high school students, emphasizing the unique risks faced by teen drivers, including inexperience, peer influence, and impaired judgment. These efforts aim to discourage impaired driving and promote long-term safe driving behaviors.

Problem Statement
The City of Santa Clara, California has a population of approximately 133,132 (July 1, 2024, US Census), encompasses 19.3 square miles of mixed urban and commercial zones, with a mild climate in the heart of Silicon Valley. Several major technology companies have a significant presence, or are headquartered in the City, including Intel Corporation, NVIDIA, Advanced Micro Devices, Applied Materials, Agilent Technologies, Hitachi America and more. Santa Clara is a popular tourist destination attracting visitors to events at Levi's Stadium, Santa Clara Convention Center, Santa Clara University & Mission and California's Great America theme park.

The Santa Clara Police Department (SCPD) is dedicated to ensuring safe roadways for residents, commuters, and visitors within the City of Santa Clara. Impaired driving, particularly involving alcohol, cannabis, and polysubstance use, continues to pose a significant public safety challenge and remains a leading contributor to traffic collisions, injuries, and fatalities within the community. Santa Clara faces unique impaired-driving risks due to its role as a regional destination for large-scale events and entertainment. The City is home to Levi’s Stadium, which hosts NFL games, major sporting events, international soccer matches, concerts, and other large-scale gatherings. These events draw approximately one million visitors annually, resulting in significant surges in traffic volume, nighttime travel, and impaired driving risk before, during, and after events.

SCPD uses Crossroads Analytics to analyze traffic safety, DUI enforcement, and collision data. Over the past several years, Santa Clara has experienced multiple fatal traffic collisions, with DUI -related crashes accounting for a recurring portion of these fatalities. In addition, DUI-related crashes have resulted in dozens of injury collisions each year, injuring numerous motorists, passengers, and pedestrians. These incidents highlight the persistent threat impaired driving poses to public safety and underscore the need for focused enforcement and prevention efforts. Statistics show that an average of 17% (nearly 1 in 5) of fatal and severe injury crashes involves a driver under the influence of drugs or alcohol. Local crash data demonstrates a persistent and serious impaired driving problem:

Schedule A

2023
• 8 total fatal crashes, 3 DUI-related, resulting in death • 31 DUI-related injury crashes, injuring 41 people

2024
• 9 total fatal crashes, 2 DUI-related, resulting in death • 25 DUI-related injury crashes, injuring 34 people

2025
• 4 total fatal crashes, 2 DUI-related, resulting in death • 31 DUI-related injury crashes, injuring 39 people

The high influx of visitors unfamiliar with local roadways, combined with alcohol and cannabis use associated with entertainment events, increases the likelihood of impaired driving throughout the City. Cannabis impaired driving presents additional enforcement challenges due to difficulties in detection and the growing prevalence of cannabis use. These conditions place increased demands on local law enforcement resources and require focused, proactive DUI enforcement and specialized training to effectively identify and deter impaired drivers.

Traffic safety concerns are most acute along major arterial roadways and within high- activity commercial and residential corridors where interactions between vehicles, pedestrians, and bicyclists are frequent. Peak commute periods further intensify congestion and unsafe driving behaviors, including impaired driving. These conditions are reflected in recent collision trends, including a fatal traffic collision at a high- volume intersection, underscoring the elevated risk at locations characterized by heavy traffic volumes and complex traffic movements.

Santa Clara’s commitment to improving roadway safety is reflected in its Vision Zero initiative, a comprehensive effort aimed at reducing and ultimately eliminating traffic fatalities. As part of this data- driven approach, a detailed analysis of collision data was conducted, identifying Driving Under the Influence (DUI) of alcohol or drugs as a critical contributing factor. In response, the City will employ a multi -layered strategy that includes DUI checkpoints, high-visibility saturation patrols, and public education campaigns as key components of its Vision Zero framework.

To effectively address these challenges, the Police Department requires essential DUI checkpoint equipment and supplies to safely and efficiently conduct impaired-driving enforcement operations. The Department currently lacks a suitable vehicle to safely tow its DUI checkpoint trailer; a 3/4-ton truck with adequate towing capacity would support safe transportation of the trailer to checkpoint locations. The DUI truck could also be used to conduct saturation patrols, which supports the goals of high-visibility enforcement, officer safety, and operational efficiency, all of which strengthen DUI deterrence and overall roadway safety outcomes.

Additionally, a Sprinter-style van will enhance the effectiveness and visibility of DUI checkpoint and saturation patrol operations by serving as a high-visibility enforcement and public education platform. Outfitted with emergency lighting, reflective markings, and prominent anti-DUI messaging, the vehicle will reinforce deterrence and increase public awareness of impaired driving enforcement efforts. The van will also function as a mobile processing and equipment support unit, providing secure storage for preliminary alcohol screening devices, Drug Recognition Expert (DRE) materials, and traffic control equipment. By improving operational efficiency, officer safety, and community-facing anti-DUI messaging, the vehicle directly supports data-driven strategies to reduce alcohol- and drug-impaired driving collisions and aligns with Vision Zero goals to prevent serious injury and fatal traffic crashes.

The Police Department would like to replace and update critical DUI enforcement and education equipment that has become outdated, worn, or operationally inefficient. The existing DUI trailer wrap no longer provides clear, high visibility, impaired driving messaging and requires replacement to enhance public awareness and deterrence. Solar flares are needed to improve visibility and safety at DUI checkpoints during nighttime and low-light conditions, reducing the risk of secondary collisions and improving traffic control. A traffic counter is necessary to replace the current manual vehicle counting process, which is time intensive and prone to error, limiting accurate data collection and evaluation, while tie-down equipment is required to properly secure supplies within the DUI trailer, improving safety, organization, and operational readiness.

Schedule A

SCPD will host a community-based educational event designed to inform teenage drivers about the dangers of impaired driving in alignment with the City’s Vision Zero commitment to eliminating traffic fatalities and serious injuries. The program will incorporate the use of Fatal Vision Goggles to provide hands -on, realistic demonstrations of how alcohol- and cannabis-related impairment affects vision, reaction time, coordination, and decision making. By allowing teens to safely experience simulated impairment, the event underscores the heightened risks faced by young and inexperienced drivers, including delayed responses and diminished situational awareness. This interactive approach reinforces the real-world consequences of impaired driving and supports Vision Zero’s emphasis on early prevention, education, and responsible decision- making before unsafe behaviors become established.

To further advance Vision Zero objectives, the Santa Clara Police Department requires advanced impaired driving training to effectively address alcohol, cannabis, and polysubstance-related DUI offenses, with priority given to officers assigned to the Traffic Unit. Training and certification in Drug Recognition Expert (D.R.E.), Advanced Roadside Impaired Driving Enforcement (A.R.I.D.E.), Standardized Field Sobriety Testing (SFST), and comprehensive DUI investigation techniques are critical to equipping officers with the skills necessary to recognize impairment, conduct legally sound evaluations, and complete thorough investigations. As cannabis - impaired driving presents unique detection challenges, expanding the number of Traffic Unit officers trained and certified in these disciplines will strengthen enforcement capacity, enhance the consistency and quality of DUI arrests and reporting, and support successful prosecution. Increased training ensures the Department can sustain high-visibility DUI enforcement during peak traffic periods, large-scale events, and routine patrol operations, directly supporting Vision Zero’s goal of reducing and ultimately eliminating serious injury and fatal collisions within the community.

Performance Measures/Scope of Work (Proposed Solution)
The Santa Clara Police Department will implement a comprehensive enforcement, equipment, and prevention strategy to reduce alcohol and cannabis impaired driving through targeted patrols, DUI checkpoints, operational support, and youth education.

DUI Saturation Patrols:

The Department will conduct 16 high visibility DUI saturation patrols over the grant period, scheduled quarterly to ensure consistent enforcement coverage. Patrols will occur at a rate of four patrols per quarter.

These patrols will focus on high-risk locations, nighttime hours, weekends, and periods associated with increased impaired-driving activity. Between October 2024 - Sept 2025, SCPD conducted four saturation patrols. By increasing saturation patrol activity by approximately 300 percent, SCPD aims to enhance visibility, deter impaired driving, and achieve a 10-20 percent reduction in DUI/DUID incidents. Grant resources will fund officer overtime.

DUI Checkpoints:

The Department will conduct two highly visible DUI checkpoints during the grant term, with one checkpoint scheduled in the second or third quarter and one in the fourth quarter. Checkpoints will be strategically deployed in locations with a demonstrated history of DUI activity and during identified high- risk periods.

Between December 2024 and July 2025, the Santa Clara Police Department conducted two DUI checkpoints, during which 1,649 vehicles passed through, 300 drivers were contacted, 11 unlicensed drivers were identified, and one vehicle was towed. These efforts are intended to deter impaired driving, increase public awareness, and enhance the detection of impaired drivers. Grant resources will be used for officer (to include Community Service Officer) overtime and supported by appropriate checkpoint equipment to include DUI sprinter style van (command center), DUI truck, checkpoint trailer with DUI messaging, tie downs, solar flares and traffic control devices (traffic counters).

Vehicle Procurement and Deployment:

To support checkpoint and saturation patrol operations, procurement of a 3/4-ton truck and a sprinter-style van. Vehicle procurement will occur in Q1, followed by receipt and equipment installation in Q2. Vehicles will be deployed for DUI checkpoint operations in Q3 and Q4. The DUI truck will improve the Department’s ability to safely transport the DUI checkpoint trailer, and will support high visibility saturation patrols, officer safety and operational efficiency. A Sprinter style van can significantly enhance the effectiveness, safety, and public messaging impact of a DUI checkpoint operation. Its size, visibility, and functional capacity make it well suited for both enforcement and community-facing, educational objectives.

Schedule A

Teen Impaired Driving Education:

The SCPD will host a police department led impaired driving education event for teenage drivers in the third or fourth quarter. The program will focus on impaired driving risks and will incorporate interactive demonstrations. The Department aims to educate 25 to 50 students during this event. Resources will include Fatal Vision Goggles and officer overtime.

Together, these coordinated activities will strengthen DUI enforcement capacity, improve operational readiness, enhance public awareness, and support measurable reductions in impaired driving within the City of Santa Clara.

Project Performance Evaluation
The effectiveness of this project will be measured through ongoing performance monitoring and outcome- based evaluation conducted throughout the grant term. DUI/DUID saturation patrols and checkpoints will be reviewed on a quarterly basis to assess operational effectiveness, compliance with grant objectives, and overall impact on impaired driving within the community. The Traffic Sergeant will provide oversight of deployment planning and performance tracking.

Project success will be evaluated using quantitative performance including the number of saturation patrols and checkpoints conducted, vehicles screened, driver contacts, DUI/DUID arrests, citations issued, and impaired driving, related collisions, and vehicle tows. These metrics will be used to assess both enforcement productivity and progress toward reducing impaired driving and related crashes. Qualitative measures, including officer observations and community feedback, will supplement data analysis and provide context for enforcement outcomes.

Enforcement and collision data will be analyzed to identify trends, high risk locations, and peak times for impaired driving. This analysis will guide the strategic deployment of future checkpoints and saturation patrols, ensuring grant resources are focused on areas with the greatest potential to reduce collisions, injuries, and fatalities. Evaluation findings will be shared internally with patrol and traffic personnel to support continuous improvement and coordinated enforcement efforts.

Project results will be communicated to the public through press releases and Department social media platforms to increase awareness of DUI/DUID enforcement activities and reinforce deterrence messaging.

Performance data and evaluation summaries will be reported to the California Highway Patrol Cannabis Tax Fund Grant Program on a quarterly basis in accordance with grant requirements and to demonstrate the project’s positive impact on traffic safety and community well-being.

Program Sustainability
SCPD is committed to sustaining impaired driving enforcement beyond the grant period while reducing reliance on future grant funding. SCPD is a full-service law enforcement agency with 152 sworn officers serving 133,132 residents, in addition to a significant daily and seasonal visitor population. Last year, the Department responded to more than 41,000 calls for service, requiring strategic deployment of limited resources while maintaining traffic safety and DUI/DUID enforcement as core responsibilities.

Grant funding will enhance enforcement visibility, staffing capacity, and operational effectiveness during the grant term. If funding is reduced or unavailable, SCPD will continue DUI/DUID enforcement by integrating saturation patrols and checkpoints into routine patrol operations as staffing permits. Enforcement will remain data-driven to ensure efficient allocation of personnel and resources.

While future constraints may limit acquisition of additional specialized equipment, SCPD will assume ongoing maintenance and operational costs for grant funded vehicles. Requests for officer training, trailer wraps, educational materials, and checkpoint supplies are structured to avoid recurring expenses, allowing these components to be sustained without additional funding. Grant funded vehicles will improve officer safety and operational capability, and educational equipment will support ongoing outreach a t schools and community events.

These efforts will continue beyond the grant period by leveraging existing staffing, data- driven strategies, and minimal ongoing costs to support impaired-driving deterrence, collision reduction, and public safety.

Schedule A

Administrative Support
The Santa Clara Police Department (SCPD) has the administrative structure, personnel, and experience necessary to successfully manage and complete the proposed project within the grant performance period.

The City of Santa Clara supports the Police Department’s ongoing efforts to identify and arrest impaired drivers to keep local roadways safe for residents, commuters, and visitors. Citywide public and department support for the Vision Zero program, reinforced through community engagement efforts, demonstrates a strong commitment to improving roadway safety for pedestrians, bicyclists, and drivers.

Grant activities are fully supported by the Chief of Police, Assistant Chief of Police and the Patrol Captain, ensuring executive oversight, operational alignment, and accountability. Grant goals and objectives were developed collaboratively with the Traffic Sergeant, who will be responsible for implementing grant funded enforcement activities, including DUI/DUID saturation patrols and checkpoints. The Traffic Sergeant will oversee scheduling, deployment, and operational performance.

A Department Management Analyst will work closely with the Traffic Sergeant to monitor grant progress toward monthly objectives and targets, track performance data, and ensure timely submission of required quarterly reports and invoices. SCPD has the physical resources, facilities, and equipment necessary to support enforcement operations, data tracking, and grant administration throughout the project period.

SCPD has demonstrated grant management experience through prior California Office of Traffic Safety (OTS) STEP grants in FY 2021/22 and FY 2024/25. In FY 2021/22, SCPD achieved 86% of objectives and targets, despite significant challenges related to COVID-19, including budget reductions, a 23% workforce reduction, and a hiring freeze. In FY 2024/25, SCPD achieved 83% of objectives and targets, with limitations primarily related to staffing shortages, personnel transitions, and required certifications for officer attendance at DRE/SFST instructor training.

Based on improved staffing stability, enhanced planning, and lessons learned from prior grants, SCPD is confident in its ability to meet and complete all grant objectives and deliverables if awarded funding.

Schedule B

Detailed Budget Estimate

Award Number Organization/Agency Total Amount
30863 Santa Clara Police Department $216,972.19

Cost Category Line Item Name Total Cost to Grant
Other Direct Costs
Fatal Vision Polydrug Goggles Program Kit $4,000.00
DUI Checkpoint Materials & Supplies $7,650.00
DUI Checkpoint Trailer Wrap $5,000.00
Category Sub-Total $16,650.00
Personnel
DUI Checkpoint $32,832.00
DUI Saturation Patrol $34,176.00
Impaired Driving Education for Teens $6,560.00
Category Sub-Total $73,568.00
Travel
POST DUI Investigation Course - Attend
Travel $3,162.00
POST Drugged Driving Course - Attend
Travel $1,636.00
ARIDE Training - Attend Travel $2,751.20
SFST Training - Attend Travel $1,816.00
Category Sub-Total $9,365.20
Equipment
DUI Patrol Vehicle - Truck (Includes
Outfitting & Decals) $117,388.99
Category Sub-Total $117,388.99

Grant Total $216,972.19
Schedule B-1
Budget Narrative

Santa Clara Police Department

Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.

Other Direct Costs

DUI Checkpoint Trailer Wrap
$5,000.00
Replace an aging, cracked DUI checkpoint trailer wrap with updated DUI deterrence messaging to improve visibility, professionalism, and public safety impact.

DUI Checkpoint Materials & Supplies
$7,650.00

Solar flares to support safe traffic management, improve checkpoint visibility, and reduce hazards for motorists and officers during DUI checkpoints.

Rechargeable LED Road Flares for DUI Checkpoints. Approximately 10 packs at $95/pack with 12 flares per pack = $950

Funds are requested to purchase two traffic counters to accurately track vehicle volumes and operational metrics during DUI checkpoint operations. 1 @ $1,200 x 2 = $2,400

DUI Checkpoint Trailer Tie Down Straps to ensure safe cargo transport. The ratchet tie downs will help maintain vehicle stability, reducing the risk of cargo shifting while in motion.

Fatal Vision Polydrug Goggles Program Kit
$4,000.00

Funds are requested to purchase a Fatal Vision Polydrug Goggles program kit to support impaired driving education and prevention.

Fatal Vision Polydrug (alcohol & THC) Goggles (x4)
1 DIES MAZE Driving Mat Activity
1 Tic Tac Two activity
1 Printed user guide and online access to instructional videos and materials 1 Backpack

Personnel

DUI Checkpoint
$32,832.00

Funding for two 8-hour DUI Checkpoints with 12 positions. FY 2026/27 overtime pay rate per hour: Projected personnel per checkpoint:

Sergeant(x2) - $206/hour
Officer(x8) - $178/hour
CSO(x2) - $108/hour
*Total (per checkpoint) $16,416

*Totals are estimated at current overtime rate by job classification at highest step.

Schedule B-1
Budget Narrative

Santa Clara Police Department

Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.

DUI Saturation Patrol
$34,176.00

DUI Saturation Patrol:

Funding for 16 two-man saturation patrols at 6 hours each.

Officer(x2) - $178/hour @ 6 hours
*Total (per operation) - $2,136

*Totals are estimated at current overtime rate by job classification at highest step.

Impaired Driving Education for Teens
$6,560.00

One Impaired Driving Education for Teens Class hosted by SCPD. Overtime for the following personnel for 5 hours.

Sgt(x1) - $206/hour
Officer(x1) - $178/hour
CSO(x1) - $108 hour
*Total - $6,560

*Totals are estimated at current overtime rate by job classification at highest step.

Travel

SFST Training - Attend Travel
$1,816.00

SFST (Sacramento) $1,816
$200 Mileage $100 x 2 officers =$200
Hotel, tax and fees $150 x 3 days = $540 x 2 officers =$1,080 CalHR Per diem (3 class dates + 4 travel dates) $238 x 2 officers=$476 $60 Misc. $30 (parking, uber, unexpected fees, etc.) x 2 officers

REIMBURSEMENT WILL BE AT CALIFORNIA STATE (CALHR) RATES. ANY COSTS BEYOND STATE TRAVEL RATES WILL BE THE RESPONSIBILITY OF THE GRANTEE.

ARIDE Training - Attend Travel
$2,751.20

ARIDE (Orange County) (2-day class) $2,751.20
$600 Air fare - $300 x 2 officers= $600
Hotel, tax and fees x 2 officers (3 days) $191x 3 days=$687.60 x2= $1375.20 CalHR Per diem (2 class dates + 2 travel dates) = $238 x 2 officers =$476 $600 Misc. $300 (parking, Uber) x 2 officers

REIMBURSEMENT WILL BE AT CALIFORNIA STATE (CALHR) RATES. ANY COSTS BEYOND STATE TRAVEL RATES WILL BE THE RESPONSIBILITY OF THE GRANTEE.

Schedule B-1
Budget Narrative

Santa Clara Police Department

Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.

POST Drugged Driving Course - Attend Travel
$1,636.00

POST Drugged Driving (Sacramento) 2-day class $1,636
$200 Mileage $100 x 2 officers =$200
Hotel, tax and fees $150 x 3 days = $450 x 2 officers =$900 CalHR Per diem (3 class dates + 4 travel dates) $238 x 2 officers=$476 $60 Misc. $30 (parking, uber, unexpected fees, etc.) x 2 officers

REIMBURSEMENT WILL BE AT CALIFORNIA STATE (CALHR) RATES. ANY COSTS BEYOND STATE TRAVEL RATES WILL BE THE RESPONSIBILITY OF THE GRANTEE.

POST DUI Investigation Course - Attend Travel
$3,162.00

POST DUI (San Luis Obispo) $3,162
$300 Mileage $150 x 2 officers
Hotel, tax and fees $163 x 5 days = 815 x 2 officers= $1,630 CalHR Per diem $586(5 class days + 1 travel dates) 6 x 2 officers =$1,172 $60 Misc. $30 (parking, uber, unexpected fees, etc.) x 2 officers

REIMBURSEMENT WILL BE AT CALIFORNIA STATE (CALHR) RATES. ANY COSTS BEYOND STATE TRAVEL RATES WILL BE THE RESPONSIBILITY OF THE GRANTEE.

Equipment

DUI Patrol Vehicle - Truck (Includes Outfitting & Decals) $117,388.99

DUI Checkpoint/Patrol Truck:

Ford F250 Super Cab 4x2 6 3/4' Bed
Base price: $48,792

4.30 LOCKING REAR AXLE: $430
CHANGE TO 164" WB - 8' BED: $220
ALL TERRAIN TIRES: $165
DUAL ALTERNATORS - INCLUDED W/ PRO POWER: $0.00
250 AMP ALTERNATOR: $86
HD SERVICE SUSPENSION: $125
LED BOX LIGHTING: $160
BACKUP ALARM: $230
RUNNING BOARDS: $445
DUAL BATTERY: $210
TAILGATE STEP: $375
TRAILER BRAKE CONTROLLER: $300
UPFITTER SWITCHES: $250
PRO POWER ONBOARD: $985
VEHICLE INTEGRATION SYSTEM 2.0: $400

Schedule B-1
Budget Narrative
Santa Clara Police Department
Prior to engaging in grant-funded Saturation Patrols, DUI Checkpoints, or other enforcement activities in areas where the grantee does not have primary traffic jurisdiction, the grantee should consult with the agency having primary traffic jurisdiction.

DUI Upfit Options: $53,848.75
a. One (1) - 54" Dual Color Lightbar
b. Six (6) - Hide Away LED
c. Twelve (12) - LED Surface Mounts
d. One (1) - Universal Headlight Flasher
e. One (1) - Light and Siren controller
f. One (1)
- OBD Cable
g. One (1) - 100 Siren Speaker
h. Center Console and Components
i. Shop Supplies and Materials
j. Push Bumper – Does Not Include PIT Bars
k. One (1) Sync Mode
l. Three (3) Expansion Modules
m. Bed Slide
n. Two (2) LED Spotlights
o. One (1) Console laptop mount
p. One (1) - Air Gain antenna
q. One (1) Command Box DOT – Subject to change based on the Agencies needs r. Four (4) - Scene
Lighting
s. Rear Traffic Advisor
t. Single Partition kit
u. Camper Shell
v. Basic Vinyl kit (Decals) – The customer is responsible for providing “Vector” files and any additional charges for ar
twork or set-up fees.

Doc Fee: $85
Sales Tax (9.125%): $9773.49
Delivery: $500
CA Fire Tax: $8.75
Total: $117,388.99
* NOTE: CGU WILL ONLY COVER 1 YEAR RADIO ESSENTIAL SERVICE- AGENCY IS RESPONSIBLE FOR REMAINING WARRANTY COSTS.

Department of California Highway Patrol
Cannabis Tax Fund Grant Program

Quick-Reference
Guide

07.01.26 CANNABIS GRANTS UNIT

Table of Contents
IMPORTANT DATES ..................................................................................................... 3 QUARTERLY REPORTING .......................................................................................... 4 Performance Plan & Achievements ............................................................................ 4 REIMBURSEMENT REQUESTS................................................................................... 5 Expenses and Budget Categories .............................................................................. 5 Personnel .................................................................................................................. 5 Travel ........................................................................................................................ 7 Equipment ................................................................................................................. 9 Consultants/Contracts ............................................................................................. 10 Other Direct Costs ................................................................................................... 11 EDUCATION AND OUTREACH .................................................................................. 11 Education Events and Presentations........................................................................ 11 Outreach Materials and Advertising ......................................................................... 12 MODIFICATIONS ........................................................................................................ 12 Budget Modification Request ................................................................................... 12 Project Contact Change Request ............................................................................. 13 PROJECT PERFORMANCE REVIEW ........................................................................ 13 Monitoring/Site Visits ............................................................................................... 13 CLOSEOUT ................................................................................................................. 14 Achievements and Expenses .................................................................................. 14 AUDITING ................................................................................................................... 14 Requirements & Principles ...................................................................................... 14

3 Quick-Reference Guide

This Quick-Reference Guide was developed to provide the California Highway Patrol’s (CHP), Cannabis Grants Unit (CGU), Cannabis Tax Fund Grant Program (CTFGP) Grantees, with grant program guidance. It is not intended to replace the Terms & Conditions in your Grant Agreement, or any rules established in the program regulations. All items contained in this Quick-Reference Guide are subject to change.

Please be sure to read California Code of Regulations (CCR) (Title 13, Division 2, Chapter 13) posted on the CHP’s website to ensure successful participation in the program.

IMPORTANT DATES

ONE YEAR PROJECTS
FY26-27 Quarterly Reporting and Reimbursement Request Due Dates

TWO YEAR PROJECTS
FY26-28 Quarterly Reporting and Reimbursement Request Due Dates Quarter Reporting Period Due Date
Y1 Q1 July 1 – September 30 October 14, 2026
Y1 Q2 October 1 – December 31 January 14, 2027
Y1 Q3 January 1 – March 31 April 14, 2027
Y1 Q4 April 1 – June 30 July 14, 2027
Y2 Q1 July 1 – September 30 October 14, 2027
Y2 Q2 October 1 – December 31 January 14, 2028
Y2 Q3 January 1 – March 31 April 14, 2028
Y2 Q4/Closeout April 1 – June 30 August 31, 2028
Quarter Reporting Period Due Date
Q1 July 1 – September 30 October 14, 2026
Q2 October 1 – December 31 January 14, 2027
Q3 January 1 – March 31 April 14, 2027
Q4/Closeout April 1 – June 30 August 31, 2027

Performance Plan & Achievements
Grantees are required to report quarterly on achieved Project goals and activities (referred to as Achievements within the Performance Plan in the Grant Management System) that occurred during the Reporting Period. If you are not submitting Achievements and/or Expenses during any Reporting Period, a Project Status is still required (ex: Q1 – Project Status). The Project Status provides an opportunity to tell a story about the Project as a whole, including success stories, obstacles faced, and future plans (do not repeat stats from other Achievements).

Please only report on grant-funded Project activities in your current Project.

Grantees will utilize the Grant Management System (GMS = AmpliFund) to submit all quarterly Achievements by the due dates listed in this guide under “Importance Dates”. Please contact your Grant Administrator if a deadline cannot be met. CGU reserves the right to request additional information, as needed. CGU may request the following information:

Individual Project Activity Updates
• Progress
• Completed tasks
• Additional details
Required Project Status Updates
Q1-Q3 – Project Status
• Success stories
• Obstacles faced
• Future plans
Q4 – Project Status/Closeout
• Summary of completed Project
• Success Stories
• Obstacles faced
• Project goals/activities not accomplished
• Justification for unspent grant funds
Training
• Course name
• Location
• Date(s)
• Organization/Agency or entity
providing training
• Roster/Certification of Completion(s), if
applicable
• Clarification/justification of hours
DUI Saturation Patrol (SP)/Checkpoint (C)
• Number of patrols (SP)
• Number of cars through (C)
• Number of stops (SP)
• Number of SFST (SP/C)
• Number of DUI/DUID Arrests (SP/C)
• Number of citations/warnings (SP)
• Number of cars screened (C)
Education and Outreach
• Event/Presentation name
• Location (in-person or virtual)
• Event/Presentation dates (must be
within Project Performance Period)
• Agenda/Topics covered
• Attendance list/number of attendees
• Photos of event, presentation,
and/or outreach materials
Crime Lab/Coroner’s Testing
• Statistical information
• Advances in Testing
• Progress in reducing turnaround time
• Number of impaired driving deaths
• Drug Trends
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QUARTERLY REPORTING

Expenses and Budget Categories
Reimbursement Requests shall not be submitted until a Grant Agreement is fully executed. A Grant Agreement is deemed fully executed when an electronically signed Grant Agreement, approved Board Resolution, and completed FI$Cal Form are on file with CGU. Once Executed, a Grant Administrator will be assigned to your Organization/Agency.

Payments are issued on a reimbursement-basis only, and payment advances are not allowed.

Grantees shall submit Reimbursement Requests on a quarterly basis for approved achievements and expenses relating to the Project goals and activities that occurred during the Reporting Period through the GMS. Budget Categories for requesting reimbursement may include Personnel, Travel, Equipment, Consultants/Contracts, and/or Other Direct Costs.

In the GMS, Grantees will create one Expense line item per Project activity. Do not split one Project activity across multiple Expense line items. Reimbursement Requests must be submitted by an authorized contact of the Organization/Agency. It is the responsibility of the authorized contact to verify:
• All Reimbursement Requests are eligible.
• Amounts do not exceed the budget line-item totals.
• Expense line-items are posted to the correct Budget Category and Budget line-item. • Supporting documentation is attached and uploaded to each Expense line item.

Please allow enough time for the Grant Administrator to review the submitted information to ensure a Reimbursement Request is submitted by the due date. CGU reserves the right to request additional information, as needed.

Note: Reimbursement Requests, consisting of Expense line-items (Budget), Achievements (Performance Plans) and supporting documentation are due within 14 calendar days of the due dates, with the exception of the fourth quarter, which is due within 60 calendar days of the due date. All due dates can be found under “Important Dates”. Please contact your Grant Administrator if a deadline cannot be met.

CGU reserves the right to withhold approving and/or processing Reimbursement Requests if the Grantee is, at any time, not adhering to the statutes or regulations governing the grant program, and if the Grantee has any outstanding supporting documentation, Achievements, or Project closeouts.

Personnel
Personnel costs include direct compensation for budgeted staff time and benefits for grant- funded activities. Services must be rendered within the Project Performance Period to receive reimbursement.

Budgeted Staff Time
Budgeted staff time costs may include staff time worked beyond the normal established work 5 Quick-Reference Guide

REIMBURSEMENT REQUESTS
6 Quick-Reference Guide
schedule for all employees. Overtime is reimbursable at a higher than normal rate of pay, in accordance with the Grantee’s established overtime policy.

Personnel/administrative costs shall be consistent with prevailing wages for contractual services or the organizational salary scale for staff.

Backfill
Backfill costs may include an overtime rate for budgeted staff time for a qualified person to replace an employee attending a training course (ex: Drug Recognition Evaluator (DRE) Training). Training course must be specified in the Grant Agreement and approved by CGU prior to staff attending the course(s). Backfill is not to be used to pay the personnel costs for an officer attending a training/conference. It is to be used to pay the overtime necessary for another officer to replace a shift the attending officer was scheduled to work during the time of the training/conference.

Benefits
Benefit costs may include employer contributions or expenses for basic health care, vacation, sick leave, retirement, social security, and/ or other similar expenses. Personnel benefit costs must be calculated in proportion to the actual time worked on the Project activity.

Supporting Documentation
Personnel supporting documentation must be an official document (ex: electronic payroll report).

Personnel timesheets are not required as supporting documentation; however, they must be kept on file at your Organization/Agency and readily available for auditing purposes, in addition to the electronic payroll report. S ubmitted personnel timesheets, activity logs, etc. must include all signatures.

For each Project activity, please ensure the following information is provided:
• Project activity name
• Project activity date
• Employee name and classification
• Number of hours worked on Project activity
• Rate of pay (notate whether regular or overtime pay)
• Salary total (rate x hours)
• Benefits percentage
• Total for salary and benefits combined
If the official document does not include all information above, please submit a supporting spreadsheet. Example below.

Project Activity Project Activity Date Name and Classificaiton H ours OT Rate Salary Total Benefit % Total Personnel Cost DUI Saturation Patrol 08/01/ 23 Officer Bob Smith 5.00 $79.97 $399.85 10% $439.84 DUI Saturat ion Patrol 08/01/23 Sergeant Jessica Williams 5.00 $80.00 $400.00 10% $440.00 DUI Saturat ion Patrol 08/25/ 23 Officer John M iller 4.50 $79.97 $359.87 10% $395.85 DUI Saturation Patrol 08/25/23 Officer Joe Adams 4.50 $82.50 $371.25 10% $408.38 DUI Sat urat ion Patrol 08/25/23 Officer Bob Smith 4.50 $85.46 $384.57 10% $423.03 DUI Saturation Patrol 09/02/23 Offi cer Joe Adams 6.00 $80.00 $480.00 10% $528.00 DUI Saturat ion Patrol 09/02/23 Sergeant Jessica Williams 6.00 $79.97 $479.82 10% $527.80 DUI Saturation Patrol 09/ 02/ 23 Officer Bob Smith 6.00 $79.97 $479.82 10% $S27.80 DUI Saturation Patrol 09/02/23 Officer John M iller 6.00 $82.50 $495.00 10% $544.50 TOTAL $4,235.19
SFST Training 10/23/23 - 10/25/23 Officer Bob Smith 16.00 $79.97 $1,279.52 10% $1,407.47 SFSTTraining 1 0/23/23 - 10/25/ 23 O fficer Joe Adams 16.00 $85.46 $ 1,367.36 10% $1,504.10 SFST Training 11/06/23 - 11/08/ 23 Officer John M iller 16.00 $80.00 $1,280.00 10% $1,408.00 SFST Training 11/06/23 - 11/08/ 23 S ergeant Jessica Willi ams 16.00 $82.50 $1,320.00 10% $1,452.00 TOTAL $5,771. 57

Travel costs may include in-state and out-of-state Project-related conferences, seminars, workshops, and trainings approved by CGU. The most economical mode of travel, in terms of direct expenses to the Project, must be used. Grant funding covers approved travel directly related to the conference/training. Travelers may arrive one day before and depart one day after the event. Grant funds cannot be combined with personal funds to extend the trip duration.

NOTE: If the name and type of conference/training is not included in the Grant Agreement, CGU approval for the conference/training must be obtained prior to travel. To request CGU approval please provide the following information via e-mail to your Grant Administrator:
• Travel date(s)
• Location of the conference/training
• Employee Name and Classification
• Name of existing budget line item that will cover these travel costs.

Travel must occur within the Project Performance Period to receive reimbursement.

Out-of-State
Grantees shall use the out-of-state lodging reimbursement rates issued by CalHR which states reimbursement up to the applicable federal rate established by the U.S. General Services Administration (GSA) for the travel destination; however, meals and incidentals will be reimbursed at the California State travel rates.

In-State
Grantees shall not exceed the travel rates paid to exempt, excluded, and represented State of California employees and will be reimbursed at the State travel rates. Any costs beyond State travel rates will be at the expense of the Grantee.

Travel Expense Examples
• Lodging to attend conferences/trainings (must have CGU approval prior to attending) • Mileage (based on current State rate) or fuel expenses for rental cars • Per Diem for approved meals (based on current State rate) • Rental car fees
• Commercial airline fares
• Parking fees
• Bridge tolls
• Taxi or bus fares
Meals cannot be claimed if they are provided by the hotel, training, conference, etc. Snacks and continental breakfasts, such as rolls, juice, and coffee, are not considered meals. Refer to CalHR for the travel timeframes for when meals can be claimed.

When an agency representative (not the actual attendee) is making travel reservations on behalf of an attendee, the reservation must include the attendee’s name. Missed flight expenses are the responsibility of the traveler/agency and will not be reimbursed by the grant.

NOTE: Please complete one Travel Claim Form per trip, per employee, and submit with the required supporting documentation through the GMS. For each trip, per employee, submit travel expense in their entirety; do not split across multiple Reporting Periods or Expense line items in the GMS. The Start Date is the first day of paid travel and the End Date is the last day of paid travel. Your Grant Administrator will provide an electronic copy of the form. 7 Quick-Reference Guide
Travel

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Supporting Documentation
Travel supporting documentation may include a paid receipt, paid invoice, or confirmation (ex: airline, rental car) that must show a paid in full/zero balance. When submitting reimbursement or expense documentation, all supporting documentation and proof of stay must be issued in the attendee’s name. Proof of payment and/or stay for travel may be requested.

In addition to a Travel Claim Form, please ensure the following information is provided:
• Trip name
• Traveler name
• Location
• Travel dates (must be within Project Performance Period / when paid travel begins & ends) • Purpose of trip
• Start and end time of travel (when paid travel begins & ends) • Total expense for reimbursement, and
• Zero balance, proof of payment, stay, or proof of travel.

Lodging
Please include an itemized receipt that is pre-printed (folio) with the attendee’s name, hotel name, address, charges, and a paid in full/zero balance.

Mileage or Ridesharing
Please include a mapped route with start/finish address and locations, and a paid in full/zero balance or proof of payment. For ridesharing companies such as Lyft, the receipt must also contain the attendee’s name.

Per Diem
Individual receipts for meals are not required but must be kept on file at your Organization/Agency must be on file and readily available for auditing purposes. Refer to CalHR for the travel timeframes for when meals can be claimed.

Excess Lodging Request
If attending an in-state, CGU-approved conference, and the conference blocked room rate exceeds the State travel rate, Grantees may submit an Excess Lodging Request prior to booking travel.

Please copy and paste the below bullets in an e-mail (Subject line = Excess Lodging Request) to your Grant Administrator and provide an answer for each bullet:
• Conference name
• Location
• Conference dates (must be within Project Performance Period) • Conference blocked room rate
• Difference between conference blocked room rate and state travel room rate • Detailed justification for Excess Lodging Request

Excess Lodging Requests will only be allowed under special circumstances with CGU approval. Excess Lodging Requests are effective once approved by CGU. If prior CGU approval is not received, Reimbursement Requests containing an excess lodging room rate will not be approved and travel costs will be reimbursed at the State travel rate. 8 paid online

Equipment costs include grant -funded purchases of non-expendable, tangible, personal property having a normal useful life of more than one year and an acquisition cost of at least $5,000 or more per asset (ex: four identical assets which cost $1,250 each, for a $5,000 total, would not be considered an equipment purchase).

Equipment not specified in the Grant Agreement must be submitted to and approved by CGU prior to purchase. Equipment should be purchased at the beginning of the Project Performance Period to ensure it is utilized when completing corresponding Project activities. Equipment must be purchased and received within the Project Performance Period to receive reimbursement.

Supporting Documentation
Equipment supporting documentation may include a paid receipt or paid invoice but must show a paid in full/zero balance or proof of payment. Please ensure the following information is provided:
• Vendor name
• Purchase date (must be within Project Performance Period) • Invoice number
• Item(s) purchased
• Total expense for reimbursement
• Zero balance or proof of payment
• VIN/Serial numbers (included on invoice or in photo), and • Photo(s) of equipment item
Paid accrued taxes must be submitted with a copy of a paid receipt or paid invoice containing a paid in full/zero balance or proof of payment for the correlating equipment purchase. Please include the tax percentage and proof of payment for the accrued taxes. Please submit both paid accrued taxes and equipment expenses in their entirety; do not split across multiple Reporting Periods or Expense line items in the GMS.

Messaging
Equipment, such as vehicles (ex: car, motorcycle), DUI Trailers, etc., must be marked, indicating that they are primarily used for Driving Under the Influence (DUI) Enforcement and display a message supporting DUI Enforcement. Magnetically affixed decals and messaging will not be accepted.

Messaging types may include:
• Decal (ex: window, door)
• Wrap (ex: entire DUI Trailer)
Messaging examples may include:
• DUI Enforcement
• DUI/DUID Education and Outreach
• “Always Designate a Sober Driver” or other DUI message Messaging and Grantee logos must be submitted to and approved by CGU prior to purchase/display.
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Equipment
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NOTE: By submitting equipment supporting documentation, the Grantee certifies that equipment was added to the inventory log at the Organization/Agency and can verify the location. Any equipment purchased with grant funds may be subject to review during site visits/audits and is property of the purchasing Organization/Agency.

Equipment Management Requirements
California Code of Regulations Section 1890.19
The following requirements apply to all equipment purchased with grant funds:
• Equipment shall only be used for its intended purpose for the duration of its useful life. • Grantees shall keep equipment purchased with grant funds maintained in safe working order and stored securely.
• To be eligible for reimbursement, Grantees must purchase and receive equipment prior to the close of the Project Performance Period.
• Lost or stolen equipment purchased with grant funds, within five years of the date of loss or theft, shall be reported immediately to CGU by the Grantee (if applicable, the Grantee shall send a copy of the police report to CGU).
• Prior to disposition of equipment purchased with grant funds, the Grantee shall notify CGU via e-mail and dispose of the equipment, in accordance with the Grantee’s Organization/Agency policy.

Consultants/Contracts
Contracted services shall be utilized in direct support of Project activities. The Grantee shall be responsible for the Contractor’s compliance with program regulations, the Grant Agreement, and Project requirements. Contracted services shall not affect the Grantee’s overall responsibility for the management of the Project.

A copy of the Contract and/or Scope of Work must be submitted to and approved by CGU prior to commencement of work. Services must be rendered within the Project Performance Period to receive reimbursement.

While Nonprofits are categorized as Consultants/Contracts, the guidance for all Budget Categories still applies. See the applicable Budget Category in this guide for additional information.

Supporting Documentation
Consultants/Contracts supporting documentation should allow CGU to determine if invoiced expenses are permissible, reasonable, and necessary for the performance of the Project.

Supporting documentation may include a paid receipt or paid invoice but must show a paid in full/zero balance or proof of payment. If applicable, please ensure the following information is provided:
• Time study, and
• Detailed activity report

Other Direct Costs include Operational Costs. Supplies and materials may be purchased, provided the items are claimed at a cost no higher than the original purchase price paid by the Grantee.

Other Direct Costs not specified in the Grant Agreement must be submitted to and approved by CGU prior to purchase. Other Direct Costs should be purchased at the beginning of the Project Performance Period to ensure they are utilized when completing corresponding Project activities. Other Direct Costs must be purchased and received within the Project Performance Period to receive reimbursement.

Supporting Documentation
Other Direct Costs supporting documentation may include a paid receipt or paid invoice but must show a paid in full/zero balance or proof of payment. Please ensure the following information is provided:
• Vendor name
• Purchase date (must be within Project Performance Period) • Invoice number (if applicable)
• Item(s) purchased
• Total expense for reimbursement, and
• Zero balance or proof of payment

Registration Fees
Please ensure the following information is provided:
• Conference/Training name
• Attendee name
• Location
• Conference date(s) (must be within Project Performance Period) • Total expense for reimbursement
• Zero balance or proof of payment, and
• Proof of attendance (ex: copy of badge, agenda, handout, certificates)

EDUCATION AND OUTREACH
Education Events and Presentations
Education Events and Presentations may include community meetings, cannabis industry outreach, school outreach programs, high school/college presentations, and education programs. Prior to conducting presentations, please share the content/presentation with your Grant Administrator. Education Events and Presentations must occur within the Project Performance Period to receive reimbursement.
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Other Direct Costs

Quick-Reference Guide
When reporting Education/Outreach Achievements, please provide:
• Photos
• Educational content
• Impact data (ex: number of attendees, list of public establishments), and • Address/location if contact was made in person or virtual (include platforms).

Outreach Materials and Advertising
Outreach Materials and Advertising may include press releases, social media postings, brochures, flyers, PowerPoint presentations, billboards, print advertisements, and radio advertisements.

Outreach Materials and Advertising must be submitted to and approved by CGU prior to airing, publication, or distribution. Outreach Materials and Advertising should be purchased at the beginning of the Project Performance Period to ensure they are utilized when completing corresponding Project activities. Outreach Materials and Advertising must be purchased, received, and aired/run/displayed within the Project Performance Period to receive reimbursement.

Messaging
All messaging and Grantee logos must be submitted to and approved by CGU prior to purchase/display.

Messaging verbiage must include both:
• The statement, “Funded by the CHP Cannabis Tax Fund Grant Program”, and • Educational message against impaired driving

MODIFICATIONS
Budget Modification Request
Grantees seeking to reallocate grant funds to accomplish the intent of the original Grant Agreement and Project activities may submit a Budget Modification Request in Q1, Q2, or Q3.

In Q4, Budget Modification Requests will only be allowed under special circumstances with CGU approval.

Please copy and paste the below bullets in an e-mail (Subject = Budget Modification Request) to your Grant Administrator and provide an answer for each bullet for each reallocation of grant funds:
• Requested item(s) and/or service(s)
• Explanation of reasons/circumstances that justify the modification. • Description of how requested item(s) and/or service(s) will positively improve the Project • Description of potential implications if the Budget Modification is not approved • Budget line item name(s) you are transferring from
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• Budget line item name(s) you are transferring to
• Amount(s) for reallocation

Budget Modification Requests will become effective once approved by CGU. If prior CGU approval is not received, Reimbursement Requests shall be denied. CGU and the Grantee shall retain copies of all Budget Modification Request documents.

Project Contact Change Request
Grantees requesting to update personnel contacts during the Project Performance Period must submit a Project Contact Change Request.

Please copy and paste the below bullets in an e-mail (Subject = Project Contact Change Request) to your Grant Administrator and provide an answer for each bullet for each change:
• Effective date
• Current Project contact name (first and last) & title • Telephone number
• E-mail address
• Mailing address
• New Project contact name (first and last) & title
• Telephone number
• E-mail address
• Mailing address

PROJECT PERFORMANCE
REVIEW
Monitoring/Site Visits
CGU may conduct a Project Performance Review to determine progress towards the completion of the Project. Project Performance Reviews may be accomplished by desk review, questionnaire, site visits, and/or other means of review. The Project Performance Review may be conducted before, during, or at the end of the Project Performance Period. 13 Achievements and Expenses
Achievements
Grantees are required to report on achieved Project goals and activities (Achievements) that occurred during the Project Performance Period and provide a final Project Status/Closeout Achievement (ex: Q4 – Project Status/Closeout) by the due date listed in this guide under Important Dates. Please ensure the following information is provided:
• Detailed summary of completed Project
• Success stories
• Obstacles faced
• Project goals/activities not accomplished
• Justification for unspent grant funds
Expenses
In addition to Achievements, and if applicable, Grantees will submit a final Reimbursement Request with required supporting documentation within sixty calendar days after the completion of the Project, or the end date, as specified in the Grant Agreement or amended Grant Agreement, whichever comes first. Please ensure the following information is provided:
• Supporting documentation for Expenses
• Subcontracted work, notice of completion (if applicable), and • Photos of completed Project goals and activities (if applicable)

Please allow enough time for the Grant Administrator to review the submitted information to ensure a Reimbursement Request is submitted by the due date. CGU reserves the right to request additional information, as needed.

AUDITING
Requirements & Principles
Record Retention
Grantees shall retain all documents, records, receipts, and financial accounts pertinent to the Project necessary to substantiate the purpose for which grant funds were spent, for five years from the expiration of the Grant Agreement.

Audit Requirements
Auditors may request, but are not limited to, the following documentation:
• Job/Source code
• Components of indirect/administrative costs reimbursed by the grant • Reports of employees by position/title, including job descriptions and staff time/benefits reimbursed by the Grant
• Timesheets signed by the employee and supervisor for staff time reimbursed by the grant 14 Quick-Reference Guide

CLOSEOUT
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• Invoices, canceled warrants for Contracts, materials, services, and supplies • All Contracts and Service Agreements reimbursed by the Grant • Vehicle records/mileage logs for transportation cost, including the Grantee’s relevant policies, processes, and documentation pertaining to usage costs and mileage rates • Vehicle Identification Numbers, equipment serial numbers, title, and photographs of equipment purchases reimbursed by the grant

Basic Principles
• Maintain complete records and keep on file at the Organization/Agency. • Be prepared and have records readily available for an audit and/or site visit. • Reimbursements cannot exceed actual costs expensed for a Project activity. • Request reimbursement for Expenses only once.
• Respond to requests in a timely manner.

If you have any questions, please contact the CGU at (916) 843-4360.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-781 Agenda Date: 7/14/2026

REPORT TO COUNCIL

SUBJECT
Action to Waive Second Reading and Adopt Ordinance No. 2087 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

BACKGROUND
At the July 7, 2026 Council meeting, proposed Ordinance No. 2087 was passed for the purpose of publication. Pursuant to City Charter Sections 808 and 812, a summary of proposed Ordinance No. 2087 was published to the Santa Clara Weekly on July 8, 2026, and copies were posted in three public places.

DISCUSSION
The proposed ordinance would authorize and grant LS Power Grid California, LLC (“LS Power”), and its successors and assigns, a franchise to install, construct, maintain, and operate underground electric transmission facilities within designated public rights-of-way in the City of Santa Clara.

The proposed franchise term is ten (10) years, with automatic renewals for successive ten-year terms, not to exceed a total term of forty (40) years, unless otherwise terminated in accordance with the franchise agreement and applicable law.

LS Power, and its successors and assigns, shall, during the life of the franchise, pay to the City an annual franchise fee equal to two-point-three percent (2.3%) of the gross revenue derived from operations within the City of Santa Clara, as specified in the franchise application and proposed franchise agreement. In the event such payment is not made, the franchise shall be subject to forfeiture as provided by law.

In addition to other terms and conditions, LS Power will also indemnify the City, post faithful performance security, and will provide adequate insurance throughout the duration of the franchise.

ENVIRONMENTAL REVIEW
The California Public Utilities Commission (CPUC) is the lead agency for the Power the South Bay Project. The CPUC prepared a Final Environmental Impact Report (FEIR) for the Project in accordance with the California Environmental Quality Act. The CPUC granted LS Power Grid California a Certificate of Public Convenience and Necessity (CPCN) and certified the FEIR on March 19, 2026.

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26-781 Agenda Date: 7/14/2026
The FEIR and Mitigation Monitoring, Compliance, and Reporting Program (MMCRP) are posted on the CPUC’s website at https://ia.cpuc.ca.gov/environment/info/esa/psb/index.html (A copy may be acquired through the City Clerk’s Office).

FISCAL IMPACT
LS Power Grid California will pay the City an annual fee of 2.3% of the Santa Clara portion of its gross revenue on an annual basis, with the first year franchise payment expected to be approximately $175,000. The proposed 2.3% franchise fee was negotiated by the parties, is consistent with the rates charged by San Jose and Fremont, and reflects the fair and reasonable value of the franchise rights being granted.

There is no additional cost to the City, as LS Power will reimburse the City for staff time and expenses necessary to develop, approve, administer, implement, and enforce the franchise.

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

PUBLIC CONTACT
A summary of proposed Ordinance No. 2087 was published to the Santa Clara Weekly on July 8, 2026, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.

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
Waive Second Reading and Adopt Ordinance No. 2087 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.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Ordinance No. 2087 (Intro)
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Ordinance/LS Power Non-Exclusive Franchise Page 1 of 44 Rev: 09/2019
ORDINANCE NO. 2087

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, GRANTING LS POWER GRID CALIFORNIA,

LLC, A NON- EXCLUSIVE FRANCHISE TO CONSTRUCT,

INSTALL, LAY, USE, MAINTAIN, OPERATE, REPAIR,

IMPROVE, RENEW, RELOCATE AND REMOVE

TRANSMISSION LINES AND APPURTENANCES FOR THE

PURPOSE OF TRANSMITTING ELECTRICITY IN, ALONG,

ACROSS, UPON, AND UNDER CERTAIN PUBLIC STREETS

AND RIGHTS -OF-WAY WITHIN THE CITY OF SANTA
CLARA

WHEREAS, Chapter 5.20 of the Santa Clara Municipal Code sets forth the procedures applicable to City of Santa Clara (“City”) for granting of gas and electric franchises by the City, including the procedure by which the City may grant a franchise to construct or use poles, wires, conduits, and appurtenances for transmitting and distributing electricity for any purpose;
WHEREAS, pursuant to Resolution No. 26-9568, the City declared its intention to grant the franchise pursuant to this Ordinance and notice thereof was published as required by Chapter 5.20.050 of the Santa Clara Municipal Code;
WHEREAS, on or around April 10, 2026, LS Power Grid California, LLC, a Delaware limited liability company (“Franchisee”), submitted an application to the City pursuant to Section

5.20.040 of the Santa Clara Municipal Code requesting that it be granted an electric franchise;
WHEREAS, Franchisee has agreed to pay annual compensation to the City (as provided in Section 32 below) and reimburse the City for the reasonable costs incurred by the City in relation to the preparation of this Ordinance and the review and inspection of the electric transmission facilities;
//
Ordinance/LS Power Non-Exclusive Franchise Page 2 of 44 Rev: 09/2019
WHEREAS, pursuant to the terms and conditions contained in this Ordinance, Franchisee may construct and operate its electric transmission facilities and related appurtenances within the City;
WHEREAS, the California Public Utilities Commission (“CPUC”) is the lead agency under the California Environmental Quality Act of 1970 (“CEQA”) and the City Council is the decision-making body for authorization of the Franchise under this Ordinance; and WHEREAS, the City Council adopted a resolution (1) adopting the Power the South Bay Project Environmental Impact Report prepared by the CPUC (A.24- 05-014; SCH NO. 2024071095), (2) making certain findings as the Responsible Agency for purposes of and pursuant to the provisions of CEQA, 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;

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

SECTION 1. Definitions.

The definitions set forth in this Ordinance shall govern the application and interpretation of this Ordinance.

A. “Actual Costs” means the direct costs associated with purchasing materials and services and paying personnel.

B. “Administrative Costs” means the City's expenses for staff, equipment, supplies, and overhead associated with the administration, implementation, and enforcement of this Ordinance.

Ordinance/LS Power Non-Exclusive Franchise Page 3 of 44 Rev: 09/2019
C. “Applicable Law” means all present or future federal, state, municipal, or local laws, rules, regulations, ordinances, codes, orders, permit requirements, judgments, injunctions, or decrees, and any judgement, order, or decree of any court applicable to the Franchisee or any of its Facilities or activities.

D. “City” means the City of Santa Clara, California.

E. “City Clerk” means the City Clerk of the City.

F. “City Council” means the City Council of the City of Santa Clara.

G. “City Engineer” means the City Engineer of the City.

H. “City Manager” means the City Manager of the City.

I. “City Property” means the property or facilities owned by the City.

J. “Claims” means all claims, losses, liabilities, causes of action, demands, damages, suits, judgments, debts, costs, expenses (including, but not limited to, attorney's fees and costs), fines, penalties, judgments, orders, injunctions, and liens of every kind and nature, including, but not limited to, claims relating to any Environmental Condition or any Release of any Contaminant, claims for inverse condemnation, claims for personal or bodily injury, wrongful death, injury to real or personal property, natural resources damages, and including claims based on active or passive negligence, gross negligence, contractual, statutory, or strict liability, or otherwise, and any claims seeking judicial or administrative relief, or relating to any administrative proceedings by any governmental agency, whether or not any such claim is ultimately defeated.

K. “Code” means the Santa Clara Municipal Code.
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L. “Contaminant” means any material, substance, or constituent originating from the Facilities or from Franchisee’s activities, whether solid, liquid, semi -solid, or gaseous in nature, including any hazardous substance or waste, hazardous material, chemical compound, petroleum (or fraction thereof), or any hydrocarbon substance, pollutant, or contaminant, as those terms are defined by any federal, state, or local law, rule, regulation, or order.

M. “Day” means calendar day unless otherwise provided.

N. “Department” means the Department of Public Works of the City.

O. “Encroachment Ordinance” means Chapter 12.25 of Title 12 of the Code, or any successor ordinance or Code sections adopted by the City.

P. “Environmental Condition” means the presence or evidence of the likely presence of any Contaminant in violation of Applicable Law and originating from the Facility or from Franchisee's activities, in surface water, groundwater, drinking water supply, soil, land surface, subsurface strata, or the air.

Q. “Facility” or “Facilities” means all property owned, controlled, or used by the Franchisee that are located in or on the Street pursuant to the Franchise, including, but not limited to, electric transmission lines and grounding cables to collect and transmit electrical energy and such additional communications or other utility lines, cables, conduits, duct bank, wires, meters, monitoring equipment, boxes, or vaults, and other necessary and convenient equipment and appurtenances common in the transmission of electricity, whether installed by the Franchisee or not, erected, constructed, laid, operated, or maintained in, upon, over, under, along, or across any Street pursuant to any right or privilege granted by the Franchise.

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R. “Fire Chief” means the Fire Chief of the City.

S. “Franchise” means the rights granted to Franchisee as described in Section 2 of this Ordinance.

T. “Franchisee” means LS Power Grid California, LLC, a Delaware limited liability company, or any Person to whom the Franchise is lawfully assigned, and any Person acting on behalf of the Franchisee, including its officers, employees, agents, consultants, and contractors.

U. “Franchise Fee” means the fee described in Section 32 of this Ordinance.

V. “Ordinance” means this Ordinance granting the Franchise to Franchisee, unless some other ordinance is mentioned.

W. “Person” means any individual, person, firm, partnership, or corporation.

X. “Public Entity” means a county, city, district, local public body, state board, state commission, federal agency, or joint powers authority. Public Entity does not include any investor or other privately owned public utility.

Y. “Release” means any “release” (as that term is defined in 42 U.S.C. § 9601(22)), or “disposal” (as that term is defined in 42 U.S.C. § 6903(3)), or any discharge, active or passive migration, deposit, storage, burial, emplacement, seepage, filtration, or disposal of a Contaminant into the environment originating from any Facility or from Franchisee's activities.
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Z. “Remedial Work” means all “Remedial Action” (as that term is defined in 42 U.S.C. § 9601(24)), and all other actions as are necessary or required to remediate a Release of any Contaminant or an Environmental Condition to a condition which would allow unimpaired and unrestricted use and development and would comply with Applicable Law, and including, but not limited to, all actions necessary to “Remove,” “Remedy,” or “Respond” (as those terms are defined in 42 U.S.C. § 9601(23), (24), and (25), respectively), a Release of a Contaminant or Environmental Condition.

AA. “Remediation Costs” means all Actual Costs and Administrative Costs incurred by the City, whether in house or by contract, in performing and monitoring any Remedial Work.

BB. “Shall” is mandatory; “may” is permissive.

CC. “Street” means any public street, road, highway, alley, lane, court, right -of-way, property, place, or other public easement, which now exists or may hereafter exist in the City and over which the City has the authority to grant a Franchise.

SECTION 2. Scope of Franchise
A. The City Council hereby grants Franchisee, in accordance with the terms hereof, the right to construct, install, lay, use, maintain, operate, repair, improve, renew, relocate, and remove the Facilities in connection with the transmission of electricity necessary or convenient for the exercise of the Franchise in, along, across, upon, and under the Streets within the City.
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B. Franchisee shall have no recourse whatsoever against the City or any official, officer, employee, or agent thereof for any loss, cost, expense, or damage arising out of any provision or requirement of this Franchise or the enforcement thereof. No privilege or exemption is granted or conferred by this Franchise except those specifically prescribed herein.

C. The following rules shall apply to the construction of this Ordinance unless the context requires otherwise: (i) the singular includes the plural, and the plural includes the singular; (ii) words imparting any gender include the other gender; (iii) references to statutes are to be construed as including all statutory provisions consolidating and amending, and all regulations promulgated pursuant to, such statutes; (iv) references to “writing” include printing, photocopy, typing, lithography, and other means of reproducing words in a tangible visible form; (v) the words “including,” “includes,” and “include” shall be deemed to be followed by the words “without limitation”; (vi) references to the introductory paragraph, recitals, articles, sections (clauses or subdivisions of sections), exhibits, appendices, annexes, or schedules are to those of this Ordinance unless otherwise indicated; (vii) references to agreements and other contractual modifications shall be deemed to include all subsequent amendments or other modifications to said instruments, but only to the extent such amendments or other modifications are permitted or not prohibited by the terms of this Ordinance; (viii) section headings in this Ordinance are included herein for convenience of reference only and shall not constitute a part of this Ordinance for any other purpose; (ix) references to Persons include their respective permitted successors and assigns and, in the case of governmental Persons, Persons succeeding to their respective functions and capacities; and (x) in the computation of a Ordinance/LS Power Non-Exclusive Franchise Page 8 of 44 Rev: 09/2019
period of time from a specified date to a later specified date, the word “from” means “from and including,” and the words “to” and “until” each means “to but excluding.” SECTION 3. [Reserved]
SECTION 4. Location of Facilities
Upon the completion of the construction of the Facilities, Franchisee shall provide the City Engineer with the “as-built” plans and specifications as required by Section 16.B of this Ordinance identifying the actual location of the Facilities. Franchisee shall simultaneously provide the City Engineer with a map depicting the actual location of the Facilities for the City Engineer's review.

SECTION 5. Above Ground Facilities
Nothing in this Ordinance shall be construed to permit the Franchisee to construct poles or other Facilities above ground in or along the Streets, unless approval is obtained pursuant to Applicable Law.

SECTION 6. Nonexclusive Franchise
The granting of this Franchise shall not prevent the City from granting any similar franchise to any Person other than the Franchisee.

SECTION 7. Acceptance of Franchise
The Franchisee shall, within ninety (90) days after the adoption of this Ordinance, file with the City Clerk a written acceptance of the terms and conditions of this Ordinance. The Franchise shall be null and void if the written acceptance is not filed within the prescribed time.
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SECTION 8. Term
A. The initial term of the Franchise shall be ten (10) years from the effective date of this Ordinance. The effective date of this Ordinance shall be at such time as described in Section 33 of this Ordinance.

B. At the expiration of the initial term, the Franchise shall automatically renew for successive ten (10) year terms as long as the Facilities continue to be in use providing utility service. No less than one hundred eighty (180) days prior to the expiration of a term, the parties hereto shall commence review of the compensation hereunder and amend Section 32 as appropriate to reflect the then prevailing valuation of the Franchise. If the parties are unable to agree upon such amendment prior to the expiration of the term, the Franchise shall automatically renew and Franchisee shall continue to pay the Franchise Fee at the rate applicable during the immediately preceding term until such time as the parties reach agreement on the updated compensation structure for the new term and an amendment is executed in respect of the same. Upon reaching agreement on the updated compensation structure and executing such amendment:
(i) if the updated compensation structure results in higher Franchise Fees than were paid by Franchisee during the period between commencement of the new term and the date of the executed amendment, Franchisee shall pay to the City the difference between (a) the amounts actually paid and (b) the amounts that would have been due under the updated compensation structure, within sixty (60) days after the amendment becomes effective; or //
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(ii) if the updated compensation structure results in lower Franchise Fees than were paid by Franchisee during the period between the commencement of the new term and the date the amendment becomes effective, the City shall credit the difference between (a) the amounts actually paid and (b) the amounts that would have been due under the updated compensation structure, against Franchisee’s Franchise Fee obligations in subsequent payment periods until such overpayment amount has been fully applied.

SECTION 9. Forfeiture
The Franchise is granted and shall be held and enjoyed upon each and every condition contained in this Ordinance. The Franchise shall grant only those rights that are stated in plain and unambiguous terms. Failure or refusal to comply with any of the conditions of the Franchise, including the failure to comply with all Applicable Law, shall constitute grounds for the suspension or forfeiture of the Franchise subject to the terms and conditions of this Ordinance. The City Council, prior to any suspension or forfeiture of the Franchise, shall give to the Franchisee (in accordance with Section 18 hereinafter) and any Mortgagee (in accordance with Section 12 below) not less than ninety (90) days’ notice (or such longer period of time as is reasonably necessary to cure the applicable default) in writing of any default thereunder. If the Franchisee does not, within ten (10) business days of receiving the written notice, begin the work of compliance or after such beginning does not prosecute the work with due diligence to completion, the City Council may hold a hearing, at which the Franchisee shall have the right to appear and be heard, and thereupon, but subject to Section 12 below, the City Council may determine, in its sole discretion, whether such conditions are material and essential to the Franchise and whether the Franchisee is in Ordinance/LS Power Non-Exclusive Franchise Page 11 of 44 Rev: 09/2019
default with respect thereto and may declare the Franchise suspended or forfeited, or whether the City Council will impose additional conditions on the Franchisee as an alternative to suspension or forfeiture. Notice of said hearing shall be given to the Franchisee and any Mortgagee required under Section 12 below by certified mail not less than ten (10) business days before said hearing.

SECTION 10. State Highways
If any Street or portion thereof becomes a state highway, except for such rights as by law remain with the City, the State of California shall succeed to all rights reserved to the City by the Franchise. This Section 10 does not apply to any change of location in a state highway for a temporary purpose.

SECTION 11. Eminent Domain
The Franchise granted hereunder shall not in any way to any extent impair or affect any right of the City to acquire the property of the Franchisee hereof either by purchase or through the exercise of the right of eminent domain, and nothing herein contained shall be construed to contract away or to modify or abridge, either for a term or in perpetuity, the City's or the Franchisee's rights of eminent domain before any court or other public authority in any proceeding of any character. Notwithstanding the foregoing or anything contained in the Franchise granted hereunder, all Facilities shall remain the personal property of Franchisee, removable by Franchisee at any time during the term of the Franchise (subject to Section 20 hereinafter).
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SECTION 12. Assignment
A. The Franchisee shall not sell, transfer, assign or lease the Franchise or any part thereof without the prior written consent of the City Council, which consent shall not be unreasonably withheld, conditioned or delayed. The Franchisee shall not allow another Person or entity (except the Franchisee's affiliates and contractors and other California electric utility companies adequately experienced and credentialed to operate the Facilities) to operate the Facilities subject to the Franchise, except with the prior written consent of the City Manager, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Franchisee may hypothecate the Franchise and/or Facilities without such consent and, in the event of foreclosure, a secured party or agent thereof (a “Mortgagee”) may be assigned the Franchise and/or Facilities provided that: (a) the Facilities within the Streets are properly maintained; (b) the Mortgagee agrees in writing to be bound by the terms of the Franchise and not to further assign the Franchise without the consent of the City Manager; and (c) the Mortgagee pays to the City the required administrative fee to process the assignment. In no event shall Franchisee have the right to encumber, in any manner whatsoever, City's fee or other underlying ownership interest in the Streets subject to the Franchise.

B. Upon delivery to the City of notice of its name and address, and for as long as the lien of the Mortgagee exists, such Mortgagee shall be entitled to the following protections:

1. The City and Franchisee will not modify or terminate this Franchise without the prior written consent of the Mortgagee which consent will not be unreasonably withheld, conditioned or delayed.
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2. Mortgagee shall have the right to do any act or thing required to be performed by Franchisee under this Franchise and any such act or thing shall be as effective to cure any default under this Franchise as if done by Franchisee itself.

3. To the extent Franchisee’s failure to perform under this Franchise results in the City being afforded the right to terminate this Franchise pursuant to the terms hereof (each a "Default"), then the City will not terminate this Franchise unless it has first given notice of such uncured Default and its intent to terminate to Mortgagee and has given Mortgagee the same period after receipt of a written notice of Default to cure the Default as is given to Franchisee plus at least thirty (30) additional days to cure the Default to prevent such termination of this Franchise.

4. In the case of any termination of this Franchise, the City shall, upon written request of Mortgagee, made within sixty (60) days after such notice to Mortgagee, enter into a new franchise agreement with Mortgagee, or its designee, within twenty (20) days after receipt of such request. Such new franchise agreement shall be effective as of the date of the termination of this Franchise and shall be on the same terms and conditions of this Franchise.
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C. All of the limitations, uses, obligations, covenants, restrictions, permissions, and conditions stated herein shall run with the terms of this Franchise and shall be binding on all parties having or acquiring any right, title, or interest in the Franchise, and shall inure to the benefit of and be binding upon each lawful successor in interest of the owners thereof.

Each and all these limitations, uses, obligations, covenants, conditions, permissions, and restrictions shall be deemed to be and shall be construed, as equitable servitudes, enforceable by the City against any other owner, contractor, subcontractor, or supplier of Franchisee and by Franchisee against the City.

D. Nothing in this Ordinance shall be construed as a waiver of the City’s rights or remedies pursuant to the Franchise Act of 1937, as amended, or any other Applicable Law.

SECTION 13. City Officers
Any right or power conferred, or duty imposed upon any officer, employee, or department of the City shall be subject to transfer to any other officer, employee, or department of the City.

SECTION 14. City Approval of Location of Facilities
Franchisee may not install or operate any Facilities in any Street within the City without first obtaining the prior written approval of the City Engineer through the issuance of any necessary encroachment permit. Franchisee acknowledges that as of the effective date of this Ordinance, Franchisee is aware of all governmental requirements, site and physical conditions (including sub- surface conditions) to the best of its knowledge through reasonable efforts, and other matters affecting the use and condition of any Street in which the Facilities are to be located.
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SECTION 15. Release of Products or Contaminants
Notwithstanding any other provision herein, in the event of Release of a Contaminant by Franchisee or from any Facility of Franchisee or the discovery of an Environmental Condition caused by Franchisee or any Facility of Franchisee, Franchisee shall immediately conduct such Remedial Work and pay all Remediation Costs, at its sole expense, as is necessary to fully mitigate and remediate the same in accordance with all Applicable Law; provided, however, notwithstanding the foregoing to the contrary, that Franchisee shall have no obligation or liability for any Release preexisting the grant of this Franchise or any Environmental Condition not otherwise caused by Franchisee. In the event that Franchisee fails to perform necessary remediation work in accordance with Applicable Law as required by any final Remedial Action plan approved by the regulatory agency with oversight responsibility, City may commence a nuisance abatement action or take any other legal action the City deems appropriate in the circumstances to cause the conduct of the Remedial Work and, as may be applicable, to recover any and all Remediation Costs.

SECTION 16. General Requirements
A. Hazardous Substance Testing. Franchisee shall, upon request, provide to the City the results of any hazardous substances testing within the Street conducted during construction of any Facilities.
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B. Plans and Specifications. Franchisee shall provide to the City Engineer an electronic copy in PDF and AutoCAD file format of “as-built” plans and specifications for its Facilities within the Street no later than one hundred eighty (180) days after the Facilities have been fully constructed. Franchisee shall maintain for the term of this Ordinance a current and accurate set of maps and plans showing all of the Facilities as installed. Franchisee shall make such maps and plans available to the City at no cost in order to facilitate other projects within the Streets and for public safety purposes; notwithstanding the foregoing, Franchisee shall not be required to make information available to the public which, in its sole discretion, may compromise sensitive details of the electrical grid.

C. Fire Risk Training. Franchisee shall annually meet with fire department staff having fire suppression responsibilities for the Facilities to discuss and review contingency plans for emergencies.

D. Damage to Facilities. Franchisee shall promptly repair any damage to its Facilities. If any private property shall be damaged by damage to the Facilities or by reason of any cause arising from the operation or existence of the Franchise, Franchisee shall, at its own cost and expense, immediately repair and restore such private property to as good condition as the same was before the commencement of such work to the reasonable satisfaction of the City Engineer, or Franchisee shall equitably compensate the affected private property owner.
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SECTION 17. Compliance with Applicable Law
A. Until such time as (i) the Franchise terminates; and (ii) the decommissioning or abandonment in place by Franchisee of all of its Facilities in accordance with Section 20; and (iii) the completion by Franchisee of any necessary Remedial Work, Franchisee will comply with all Applicable Law relating to this Franchise and work performed hereunder. All work performed by Franchisee or at the behest of Franchisee within the Streets shall be in accordance with the provisions of this Franchise, including, but not limited to, this Section 17, and all Applicable Law.

B. Upon City's request, Franchisee shall annually file with the City Engineer in a form and manner reasonably acceptable to the City Engineer a certificate under penalty of perjury that states that, to the best of the signing person’s knowledge, Franchisee has complied with Applicable Law relating to this Franchise and work performed hereunder in all material respects, or that describes any known non-compliance.

SECTION 18. Notices and Records
Upon City's request, Franchisee will transmit to City copies of all material notices, orders, or statements, other than those relating to taxes, sent to or received from any governmental agency concerning the safety or maintenance of any Facility or any operations conducted by Franchisee in the City pursuant to the Franchise, including, but not limited to, repair, replacement, or the physical condition of any Facility. //
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All notices permitted or required hereunder shall be addressed as follows and shall be deemed to have been completed at the time of deposit in the post office:

If to the City: City Engineer
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
and
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
If to Franchisee: LS Power Grid California, LLC
16150 Main Circle Dr., Ste. 310
Chesterfield, MO 63017
Attn: Asset Manager
and
LS Power Grid California, LLC
16150 Main Circle Dr., Ste. 310
Chesterfield, MO 63017
Attn: Legal Department
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SECTION 19. Access to Records and Property
Upon request, the Franchisee shall permit the City or its duly authorized representative to examine all of its Facilities, together with any appurtenant property of the Franchisee, provided that Franchisee shall be entitled to accompany (through an agent of Franchisee's choosing) City or its duly authorized representative during any such inspection and City or its duly authorized representative shall adhere to all safety and security measures required by Franchisee. At Franchisee's expense, Franchisee's maintenance and repair records concerning its operations under this Franchise shall be provided to the City for examination and copying at City Hall located at 1500 Warburton Avenue in Santa Clara, within a reasonable time after City's request, during normal business hours.

SECTION 20. Removal or Abandonment of Facilities
A. Subject to Applicable Law, at the time of the expiration (unless renewed), revocation, or termination of this Franchise, or the permanent discontinuance of the use of its Facilities, or any portion thereof, the Franchisee shall, within thirty (30) days thereafter make written application to the City Engineer for authority to either abandon all or a portion of such Facilities in place or to remove all or a portion of such Facilities. For purposes of this Section 20, “permanent discontinuance” shall mean for a continuous period of more than one calendar year after the completion of the initial construction of the Facilities, the Facilities have either: (i) not been in use or (ii) have not been functional. Thereupon the City Engineer shall determine whether any abandonment or removal is deemed necessary at some or all locations and whether any abandonment or removal which is thereby proposed may be affected without detriment to the public interest or under what conditions such proposal of abandonment or removal may be safely affected and shall then notify the Ordinance/LS Power Non-Exclusive Franchise Page 20 of 44 Rev: 09/2019
Franchisee according to such requirements as shall be specified in the City Engineer's order. Within one hundred eighty (180) days thereafter, or such other time as the City and Franchisee deem reasonable, Franchisee shall, pursuant to such order of the City Engineer, either (i) remove all or a portion of such Facilities; or (ii) abandon in place all or a portion of such Facilities in accordance with all conditions prescribed.

B. The Franchisee shall pay to the City the Actual Costs and Administrative Costs of all reasonable tests required to determine whether the Facilities shall be abandoned or removed.

C. If any Facilities to be abandoned in place, subject to prescribed conditions, are not abandoned in accordance with all of such conditions, then the City Engineer may make additional appropriate orders, including, if deemed appropriate, an order that the Franchisee shall remove all such Facilities. If the Franchisee fails to comply therewith, the City Engineer may cause said Facilities to be removed at the Franchisee's expense, and the Franchisee shall pay to the City the Actual Costs and Administrative Costs of removing the Facilities.

D. If the Franchisee applies for authority to abandon all or a portion of its Facilities in place, and the City Engineer determines that abandonment in place of all or part of such Facilities may be affected without detriment to the public interest, the Franchisee shall pay to the City the Actual Costs and Administrative Costs related to the abandonment.

E. Within one hundred eighty (180) days following the date on which any Facilities have been fully removed or abandoned under the Franchise, the Franchisee shall file a plan with the City Engineer showing the location, depth, and size of the Facilities so removed or abandoned.

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SECTION 21. Appeal
Any decision made by the City Engineer pursuant to authority delegated in this Ordinance may be appealed by Franchisee to the City Manager. For purposes of seeking judicial review, the decision of the City Manager shall be final when notice of the decision is given in accordance with Section 18. Nothing in this Ordinance shall be construed as a waiver of the City’s rights or remedies pursuant to Applicable Law, including with respect to forfeiture in accordance with Section 6291 of the Public Utilities Code. The remedies set forth in this Ordinance shall not be construed to limit other lawful enforcement remedies that the City may have under the Santa Clara City Code to the extent that they are applicable and not inconsistent with the terms of this Ordinance.

SECTION 22. Maintenance and Replacement
A. Maintenance Requirements. All Facilities shall be maintained in a good workman-like manner and in conformity with Applicable Law.

B. Replacement. Any replacement of Facilities shall be constructed or installed in compliance with Applicable Law. All such reinstallations or replacements shall be reviewed by the City Engineer as to the most desirable location in the Streets of the City and his or her decision shall be final and binding on the Franchisee subject to appeal pursuant to //
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Section 21.

C. Permits. Where the provisions of any Applicable Law, which shall be in force at the time, require the issuance of an excavation, encroachment, or other type of permit, the Franchisee shall not commence any excavation or encroachment work under the Franchise until it shall have obtained such permits, except in cases of emergency affecting public health, safety, or welfare or the preservation of life or property, in which case the Franchisee may immediately address the emergency but shall apply for such permits as soon as practicable thereafter. The Franchisee's application for a permit under Applicable Law shall show the length and proposed location of the Facility intended to be installed, and such other information as the Department may require. The Franchisee shall pay all permit inspection fees established by City Council resolution to the Department.

D. Work on and Restoration of Street. The work of constructing, replacing, maintaining, repairing, relocating, or removing Facilities authorized under the provisions of this Ordinance in, over, under, along, or across any Street shall be conducted to minimize hindrance to the use of the Street for purposes of travel, and as soon as such work is completed, all portions of the Street which have been excavated or otherwise damaged thereby shall promptly and in a workman- like manner be repaired, replaced, or restored and placed in as good condition as the same was before the commencement of such work.

All restoration, relocation, repair, or replacement work shall be done to the satisfaction of the City Engineer at the expense of the Franchisee in accordance with all Applicable Law, including, but not limited to, the Encroachment Ordinance. All work within the Street shall be done in accordance with the then current City standard details and specifications.

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In the event that the Franchisee shall fail or neglect to commence to make such Street repair, replacement, or restoration work and complete such work within a period of time approved by the City Engineer, then ten (10) business days after notice therefor has been given Franchisee by the City Engineer, the City may repair, replace, or restore said Street at the expense of Franchisee. The Franchisee agrees to pay to the City the Actual Costs and Administrative Costs of performing such work.

E. Failure to Timely Comply . Whenever the Franchisee fails to complete any work required by the terms and conditions of the Franchise, and the permits issued thereunder, within the time limits required thereby and hereby, the City may complete or cause to be completed said work in compliance with Applicable Law at the expense of the Franchisee.

The Franchisee agrees to pay to the City the Actual Costs and Administrative Costs of performing such work.

F. Completion Statement. Upon the completion of the construction of any Facilities constructed pursuant to the Franchise after the effective date of this Ordinance, the Franchisee shall submit a statement to the City Engineer, identifying the permit or permits issued by the Department, the total length, material, and diameter of the Facilities (as applicable), the construction of which was authorized under such permit or permits, and such details of the Facility as installed.
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G. Facilities. The Franchisee shall have the right to construct, maintain, and repair such Facilities as may be necessary or convenient for the proper maintenance and operation of the Facilities under this Franchise, and said Facilities within the Street shall be kept below or flush with the surface of the Street and so located as to conform to any ordinance, rule, or regulation of the City, or of any permit issued by the Department in regard thereto and shall not interfere with the use of the Street for travel. The Franchisee shall have the right, subject to Applicable Law, to make all necessary excavations in said Streets for the construction, maintenance, and repair of said Facilities; provided, however, that the Franchisee shall first obtain an encroachment permit in accordance with the Encroachment Ordinance from the Department for doing any such work.

H. Repair. The Franchisee shall obtain an encroachment permit in accordance with the Encroachment Ordinance to perform ordinary repair work and emergency repair work.

I. Traffic Hazards and Nuisances . In order to minimize traffic hazards and public nuisances arising out of Franchisee's installation and operation of the Facilities pursuant to this Franchise within the Street, Franchisee shall ensure that adjacent properties and improved surfaces of surrounding streets stay substantially free and clear of silt, tracked mud, dust, and the like, coming from or any way related to its Facilities. In the event Franchisee fails to comply with this condition, Franchisee grants the City the rights to take or cause to be taken, without prior notice to Franchisee, immediate corrective action, with all Actual Costs incurred by City to be reimbursed by Franchisee upon City's written demand.
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J. Facilities Location. Franchisee shall make reasonable efforts to identify the locations of its underground facilities, for example, through the use of detectable underground warning tape.

SECTION 23. Relocation/Repair
A. The City Engineer shall have the right to require relocation and/or repairs of the Facilities for any public project, including, but not limited to, the construction, repair, relocation, or new installation of any aboveground or underground City facility, utility, storm drain, sewer, waterline, or roadway improvement (such as any lawful change of grade, alignment, or width of any Street) provided that nothing in this Section 23 shall be deemed a waiver by Franchisee of any of its rights related to the foregoing (including, but not limited to, arising due to Franchisee being a public utility). “Public project” means projects initiated by a Public Entity. The Franchisee shall relocate/repair its Facilities, or portion thereof, to the reasonably nearest alternative location or other location in the Street mutually agreeable to the City and the Franchisee, either permanently or temporarily, as is determined by the City Engineer and within the reasonable time required by the City Engineer, it being acknowledged that relocation on an expedited basis may not be practicable. Said relocation/repair shall be accomplished at the Franchisee's sole expense. //
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Ordinance/LS Power Non-Exclusive Franchise Page 26 of 44 Rev: 09/2019
B. If the Franchisee fails to relocate its Facilities within the reasonable timeline set forth in the City Engineer's notice of relocation or repair, or to complete construction and/or site restoration, the City may, provided that it complies with Applicable Law, cause the work to be done, and the Franchisee shall reimburse the City or other Public Entity for such cost within sixty (60) days after presentation to Franchisee of an itemized account of such costs.

The Franchisee shall hold harmless the City, its officers, contractors, agents, and employees from any liability which may arise or be claimed to arise from the moving, cutting, or alteration of any of the Facilities, or the turning on or off of utilities, including water, oil, or other liquid, gas, or electricity required to be accomplished by the City as a result of the Franchisee's failure to relocate said Facility by the date established by the City as provided above.

SECTION 24. Emergency Preparedness and Response
A. Emergency Response Plan. Franchisee, at its sole cost and expense, shall provide to the City its Emergency Response Plan (the “Plan”) that analyzes the risks associated with Franchisee's Facilities and identifies the monitoring, inspection, and emergency response procedures that Franchisee will maintain to ensure there will be no detrimental impact to City's facilities or the public at least 90 days prior to the initial energization of the Facilities. The Plan shall specifically include procedures which Franchisee has established for informing local fire and other City emergency personnel of steps to take in the event of an emergency. The Plan shall be subject to the annual review and comment by the City Manager or designee, and shall contain all of the following information:
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Ordinance/LS Power Non-Exclusive Franchise Page 27 of 44 Rev: 09/2019

1. A diagram showing the as-built or modified locations of the Facilities, subject to applicable energy infrastructure information confidentiality requirements.

2. A description of the Facilities, including sufficient technical information to identify fire extinguishing procedures.

3. A description of the potential hazards of the Facilities and the mitigation actions to reduce such hazards. Any mitigation action that may affect the surrounding area must be approved by the City Engineer.

4. Other information which may be validly required in conformance with Applicable Law and by the City Council and/or City Manager.

B. Changes to Plan. Franchisee shall promptly notify the City Engineer and Fire Chief of any changes in the procedures previously established in the Plan, if not previously listed and reported by Franchisee to the City Engineer and Fire Chief.

C. Wildfire Mitigation Plan. Franchisee shall provide to the City its Wildfire Mitigation Plan that details risks and wildfire prevention actions associated with the Facilities.

D. Emergency Contact. At all times during the term of this Franchise, Franchisee shall maintain on a twenty -four (24) hour basis personnel available to facilitate the de- energization of the Facilities for the purpose of responding in the event of an emergency resulting from an earthquake, fire, flood, explosion, an act of war or terrorism, civil disturbance, or other cause. Franchisee shall at all times maintain in the offices of the City Clerk, City Engineer, and the responsible fire department an emergency telephone number whereby and through such number such emergency contact may be reached. //
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E. City Mitigation of Emergencies. In the event of an emergency, or where Facilities create or are contributing to an imminent danger to health, safety, or property (“Emergency”), City shall first use all reasonable efforts under the circumstances to contact Franchisee using the contact information provided by Franchisee to City (as the same may change from time to time) for Franchisee to take emergency action. In the event that City is unable to contact Franchisee using such contact information, then City shall have the right to take appropriate action(s) to mitigate such Emergency. Any mitigation actions taken by the City in such circumstance are at Franchisee's expense, provided that Franchisee's acts or omissions or any disaster (such as an earthquake, fire, flood, explosion, an act of war or terrorism, civil disturbance, or other cause) directly or indirectly caused the Emergency.

Such expenses shall consist of the Actual Costs and Administrative Costs of such mitigation undertaken by City.

SECTION 25. Reservation of City Rights
A. There is hereby reserved to the City every right and power which is required or permitted to be herein reserved or provided by any provision in federal or state law or City ordinance, resolution, or regulation, and Franchisee by its acceptance of this Franchise agrees to be bound thereby and to comply with any action or requirement of the City in its exercise of any such power. Neither the granting of this Franchise nor any provision hereof shall constitute a waiver or bar to the exercise of any governmental right or power of the City.
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Ordinance/LS Power Non-Exclusive Franchise Page 29 of 44 Rev: 09/2019
B. The Franchise herein granted to Franchisee, and all rights and privileges granted thereunder, are and shall be subordinate to the right of the City, and of the general public, to use and occupy, and to any occupancy by them, of any public right -of-way for any private or public uses or purposes; provided, that any such uses, other than uses consistent with those as of the effective date of this Franchise, could not materially interfere with the Facilities or Franchisee’s exercise of its rights under this Franchise.

SECTION 26. Indemnification
A. The Franchisee shall indemnify to the fullest extent permitted by law, and defend and hold the City, and its elected officials, officers, employees, and agents (hereinafter “Indemnified Parties”) free and harmless from and against all Claims (if customarily insurable on commercially reasonable terms) arising from or in any way related to the Franchise or activities conducted by or on behalf of Franchisee under the Franchise (“Events”).

B. The Indemnified Parties shall have the right to approve the attorneys selected by Franchisee to represent them, such approval not to be unreasonably withheld or conditioned. In the event Franchisee does not provide attorneys acceptable to the Indemnified Parties, the Indemnified Parties may select attorneys of their choice, so long as the attorney's rates are reasonable for services provided in the San Francisco Bay Area. //
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Ordinance/LS Power Non-Exclusive Franchise Page 30 of 44 Rev: 09/2019
C. The aforesaid hold harmless and indemnification obligation shall apply to all Claims of every kind, suffered, or alleged to have been suffered, by reason of any of the aforesaid Events, regardless of whether or not Indemnified Parties have prepared, supplied, or approved of plans submitted in connection with work to be performed in the Street and irrespective of the grant of permission contained herein and irrespective of Indemnified Parties' inspection of the works performed or the improvements constructed within the Street. Said indemnification and hold harmless obligation shall not include damages, liabilities, and/or Claims to the extent arising out of or caused by any of the Indemnified Parties' negligence, willful misconduct, or violation of law.

SECTION 27. Insurance
A. Franchisee, at its sole expense, throughout the duration of this Franchise (or for such longer periods as are specified in this Section 27), shall maintain or cause to be maintained insurance to cover Claims arising out of or in connection with any work or other operations under this Franchise. This Section 27 identifies the insurance requirements with which Franchisee shall comply; however, the insurance requirements shall not relieve Franchisee of any other performance responsibilities under this Franchise (including the indemnity requirements), and Franchisee may carry, at its own expense, any additional insurance it deems necessary or prudent. Prior to the commencement of any work or other operations under the Franchise, the Franchisee shall furnish certificates of insurance affecting required coverage to the City. Thereafter, Franchisee shall provide substitute certificates and endorsements no later than thirty (30) days after the expiration date of any insurance policy required by this Franchise.
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Ordinance/LS Power Non-Exclusive Franchise Page 31 of 44 Rev: 09/2019
B. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. The coverage provided by Insurance Services Office Commercial General Liability coverage (“occurrence”) Form Number CG 0001, including products and completed operations and explosion, collapse and underground coverages, and coverage for economic loss; and

2. The coverage provided by Insurance Services Office Form Number CA 0001 covering Automobile Liability. Coverage shall be included for all owned, non-owned, and hired automobiles; and

3. Contractor's Pollution Liability with respect to initial construction of Facilities and, thereafter, site-specific Pollution Legal Liability, insurance applying to both sudden conditions for all operations, completed operations, and professional services, and including coverage for on-site and off-site bodily injury, property damage and, clean up and defense costs and economic loss, such coverage may be satisfied by contractor performing the work; and

4. Workers' Compensation insurance if and as required by the California Labor Code and Employer's Liability insurance; and

5. Builder's Risk insurance during construction/replacement of Facilities , and property insurance covering the Facilities after completion, in each case, on an “all risk” basis including flood coverage and excluding earthquake coverage.

6. There shall be no endorsement reducing the scope of coverage required above unless approved by the City's Risk Manager.

C. Minimum Limits of Insurance. Franchisee shall maintain limits no less than:
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Ordinance/LS Power Non-Exclusive Franchise Page 32 of 44 Rev: 09/2019

1. Commercial General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Pollution Liability: $1,000,000 per contamination incident.

4. Workers' Compensation: coverage as required by the State of California, and Employer's Liability $1,000,000 per accident.

5. Builder's Risk: one hundred percent (100%) of the full replacement value of the Facilities, with the exception of flood coverage which shall not be less than $5,000,000

6. Property insurance after completion of Facilities: $5,000,000.

Any limits requirements may be met with any combination of primary and excess coverage so long as the excess coverage is written on a “follow form” or umbrella basis.

D. Endorsements. The insurance policies shall be endorsed (or shall contain provisions) as follows:
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Ordinance/LS Power Non-Exclusive Franchise Page 33 of 44 Rev: 09/2019

1. Commercial General Liability, Automobile Liability, and Pollution Liability. a. The City, its officers, employees, and agents are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Franchisee; products and completed operations of Franchisee; premises owned, leased, or used by Franchisee; and automobiles owned, leased, hired, or borrowed by Franchisee. The scope of protection afforded to City, its officers, employees, and agents shall extend to cover their concurrent negligence. Such requirement may be satisfied by a Blanket Additional Insured Endorsement. b. Franchisee's insurance coverage shall be primary insurance as respects City, its officers, employees, and agents. Any insurance or self-insurance maintained by City, its officers, employees, or agents shall be excess of Franchisee's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies by Franchisee shall not affect coverage provided City, its officers, employees, or agents.
d. Coverage shall state that Franchisee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
e. Coverage shall contain waiver of subrogation in favor of the City, its officers, employees, and agents.

2. Workers' Compensation and Employers' Liability; Builder's Risk and Property.

Coverage shall contain waiver of subrogation in favor of the City, its officers, employees, and agents.

Ordinance/LS Power Non-Exclusive Franchise Page 34 of 44 Rev: 09/2019

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

4. All Coverages. Each insurance policy required by this Franchise shall, to the extent reasonably available in the commercial insurance market, state that coverage shall not be suspended, voided, canceled, or reduced in limits or coverage except after thirty (30) days' prior written notice has been given to City, except that ten (10) days' prior written notice shall apply in the event of cancellation for non-payment of premium and no notice shall be required for coverage expiration in accordance with its terms.

E. Duration.

1. Commercial General Liability (or the completed operations component thereof) and Pollution Liability coverages shall be maintained continuously for a minimum of three (3) years after the later to occur of expiration of this Franchise or completion of work or other operations under this Franchise.

2. If any of such coverages, which are permitted to be written on a claims-made basis, are written on a claims-made basis, the following requirements apply:
a. The policy retroactive date must precede the effective date of this Franchise.
b. If the policy is cancelled or non- renewed and coverage cannot be procured with the original retroactive date, Franchisee must purchase an extended reporting period equal to or greater than three (3) years after completion of work under this Franchise.

Ordinance/LS Power Non-Exclusive Franchise Page 35 of 44 Rev: 09/2019
F. Acceptability of Insurers. All insurance companies providing coverage to Franchisee shall have an A.M. Best's rating of not less than “A-:VII”.

G. Verification of Coverage. Franchisee shall furnish City with certificates of insurance and with endorsements affecting coverage required by this Franchise. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

Proof of insurance shall be either emailed in PDF format to: [email protected], or mailed to the following postal address (or any subsequent email or postal address as may be directed in writing by the Risk Manager):

City of Santa Clara - Finance Department
Risk Management
1500 Warburton Avenue
Santa Clara, CA 95050]
City reserves the right to require complete copies of all required insurance policies at any time; provided, Franchisee may redact sensitive information not required to demonstrate compliance with this Section 27.

All policies, endorsements (including, without limitation, all endorsements required above, and any endorsement reducing the scope of coverage provided by any insurance policy), and certificates (including, without limitation, those evidencing coverage for third parties as are specified in Paragraph H, below), shall be subject to review and reasonable approval by the City's Risk Manager as to form and content; however, the failure to do so shall not operate as a waiver of these insurance requirements.
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Ordinance/LS Power Non-Exclusive Franchise Page 36 of 44 Rev: 09/2019
These insurance requirements are subject to amendment or waiver if so approved in writing by the City's Risk Manager.

City reserves the right to review these insurance requirements from time to time and at any time during the term of this Franchise and to make reasonable adjustments thereto when deemed necessary and prudent by the City's Risk Manager based upon (by way of example only) changes in law, principles of sound risk management practice, or inflation.

Should the City's Risk Manager request adjustments in writing to Franchisee, Franchisee shall use commercially reasonable efforts to cause its insurers to implement such adjustments.

H. Coverage for Third Parties. Franchisee shall include all contractors and other parties with whom it is contracting (whether directly or indirectly) in connection with work or other operations under this Franchise (“Third Parties”) as insured under its policies or shall obtain separate certificates and endorsements for each such Third Party evidencing their compliance with these insurance requirements, including, without limitation, additional insured's coverage and waivers of subrogation. Notwithstanding the generality of the foregoing, the City's Risk Manager may from time to time approve amendments of these requirements as they apply to Third Parties (such as, by way of example only, reduction of limits), provided the Franchisee has requested such amendment in writing and the City's Risk Manager has determined in its sole but reasonable discretion that such amendment is acceptable based upon principles of sound risk management practice. //
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Ordinance/LS Power Non-Exclusive Franchise Page 37 of 44 Rev: 09/2019
I. Self-Insurance. Notwithstanding anything to the contrary herein, to the extent (i) Franchisee is a public utility regulated by the California Public Utilities Commission (“CPUC”), and (ii) Franchisee maintains a reasonable and prudent self-insurance program that is subject to CPUC oversight, the requirements set forth in this Section 27 shall not be applicable; provided, that if Franchisee intends to rely upon a self-insurance program in lieu of the insurance otherwise required by this Section 27, then upon request by the City, Franchisee shall certify that the conditions set forth in the foregoing clauses (i) and (ii) are satisfied and Franchisee shall provide reasonable supporting documentation, including a detailed description of the applicable self-insurance program.

SECTION 28. Faithful Performance Security
On or before the effective date of this Ordinance, Franchisee shall file and thereafter at all times during the life of the Franchise keep on file with the City Clerk either (i) a corporate surety bond in a form approved by the City Attorney running to the City in the penal sum of two hundred thousand dollars ($2 00,000), with a surety licensed to do business in California, (ii) an irrevocable letter of credit in the amount of two hundred thousand dollars ($200,000) in a form approved by the City Attorney wi th the City as beneficiary, or (iii) a cash deposit in the amount of two hundred thousand dollars ($2 00,000) (the option selected by Franchisee hereinafter being referred to as the “Security”). The Security shall be drawable by the City if the Franchisee defaults in the performance of any material obligation hereunder and fails to cure such default within the applicable cure period, as reasonably determined to be necessary by the City to cure such default. If said Security is not filed prior to the effective date of this Ordinance, the award of the Franchise may be set aside, and this Ordinance may be repealed at any time prior to the filing of said Security Ordinance/LS Power Non-Exclusive Franchise Page 38 of 44 Rev: 09/2019
and any money paid in consideration for the award of the Franchise shall be deemed forfeited. In the event that said Security, after it has been so filed, shall at any time during the life of the Franchise become insufficient, in the reasonable opinion of the City Engineer, the Franchisee agrees to renew said Security within thirty (30) days after written notice to do so from the City Engineer.

SECTION 29. Liability
The Franchisee shall be liable to the City for damage to City Property, including, but not limited to, any Street, or any other cost incurred by the City caused by Franchisee, any of the Facilities, or by any Person acting on Franchisee's behalf. Except as expressly provided herein, the Franchisee shall be held to a standard of strict liability to City for any activity conducted pursuant to or in connection with the Franchise. The Franchisee's strict liability shall extend to any costs, including Remediation Costs, incurred by the City for control or abatement of any Environmental Condition, Release of Contaminants, Remedial Work, or resulting from any activity conducted by or on behalf of Franchisee pursuant to the Franchise, and in each case for which Franchisee is responsible pursuant to the provisions of this Ordinance.

SECTION 30. City Costs
A. Franchisee shall reimburse the City for all Actual Costs and Administrative Costs incurred by the City related to the development and approval of this Ordinance and the granting of the Franchise, which includes, but is not limited to, drafting and negotiating the Ordinance, preparing reports, statements, and studies pursuant to CEQA and any similar federal statute, or any successor statute, and for all advertising and publishing costs. //
Ordinance/LS Power Non-Exclusive Franchise Page 39 of 44 Rev: 09/2019
B. Franchisee shall reimburse the City for all Actual Costs and Administrative Costs incurred by the City, in connection with the administration, implementation, and enforcement of this Franchise no later than thirty (30) days after the date of City's invoices.

C. The grant of this Franchise and its continued effectiveness shall be conditioned upon Franchisee's full payment of the City's Actual Costs and Administrative Costs relating therefor. Payment of the City's Actual Costs and Administrative Costs incurred by the City in relation to the Franchise is not and will not be considered in any manner as compensation to the City for occupation of the Streets.

SECTION 31. Damage to City Property
Any damage done to City Property by Franchisee in exercising any right, power, or privilege under this Franchise, or in performing any duty under or pursuant to the provisions of this Ordinance, shall be promptly repaired by Franchisee at its sole cost and expense as it reasonably was before such damage was incurred, to the satisfaction of the City Engineer.

If the Franchisee, within ten (10) business days after receipt of written notice from the City instructing it to repair such damage, shall fail to commence to comply with such instructions, or, thereafter, shall fail to diligently prosecute such work to completion, then the City immediately may do work necessary to carry out said instructions at the cost and expense of the Franchisee, which cost and expense, by the acceptance of the Franchise, the Franchisee agrees to pay upon demand and receipt of reasonably acceptable supporting documentation. If such damage constitutes an immediate danger to the public health or safety requiring the immediate repair thereof, the City without notice may repair such damage, and the Franchisee agrees to pay all Actual Costs and Administrative Costs incurred.

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SECTION 32. Compensation
A. Franchise Fee Amount. As consideration for the Franchise granted, the Franchisee shall pay to the City in lawful money of the United States a franchise fee (the “Franchise Fee”) for each year of the term of the Franchise, to be calculated as follows:

Franchise Fee = 2.3% × Gross Annual Receipts Arising from Franchise where:
"Gross Annual Receipts Arising from Franchise" = R × (GPf / GPt) • "R" = Franchisee's total gross annual revenue requirement pursuant to its formula rates regulated by the Federal Energy Regulatory Commission or its successor
• "GPf" = Franchisee's electric transmission gross plant in service located within City public rights-of-way pursuant to this Franchise • "GPt" = Franchisee's total electric transmission gross plant in service B. Franchise Fee Payment . Within three (3) months after the expiration of each calendar year, or fractional calendar year, during which Franchisee has received revenues for Facilities arising from this Franchise (i.e., located within City public rights -of-way), Franchisee shall submit to the City Clerk a statement containing each of the values described in Section 32.A in a form mutually agreeable to the Parties and calculating the Franchise Fee for the preceding calendar year (the “Franchise Fee Statement”). The Franchise Fee is due on the date which is fifteen (15) days after the date of Franchisee’s submission of the Franchise Fee Statement.
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Ordinance/LS Power Non-Exclusive Franchise Page 41 of 44 Rev: 09/2019
C. Penalty/Late Charge. If Franchisee remits the Franchise Fee more than thirty (30) days after the date on which it is due, then there shall be immediately due as an additional payment a sum equal to 3% of the delinquent amount, and the delinquent amount shall accrue interest at 10% per annum until paid in full.

D. Publication Costs . Franchisee shall pay to the City within thirty (30) days after receiving a statement therefor, the advertising and publishing costs stated therein, including the cost of publishing this Ordinance, if necessary, incurred in connection with the granting of this Franchise.

E. No Waiver of Franchisee's Liability or Obligations . Franchisee's payment of the Franchise Fee shall not constitute a waiver or release, nor relieve the Franchisee, in whole or in part, of any of its liability under the terms of this Franchise and/or Applicable Law.

Nothing contained in this Section 32 shall constitute a waiver or relinquishment by Franchisee of any of its rights or defenses under this Franchise and/or Applicable Law.

F. Records. Franchisee shall keep and preserve for a period of three (3) years subsequent to the date of the most recent Franchise Fee Statement all the records necessary to determine the amount of such Franchise Fee.

SECTION 33. Effective Date
This Ordinance shall take effect thirty (30) days after final passage and adoption by the City Council and acceptance pursuant to Section 7 of this Ordinance has been filed by Franchisee. Prior to its final adoption this Ordinance shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.”
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Ordinance/LS Power Non-Exclusive Franchise Page 42 of 44 Rev: 09/2019
SECTION 34. Time
Time is of the essence. Franchisee shall not be relieved of its obligation to promptly comply with any provision hereof by any failure of the City to enforce prompt compliance with the same or any other provision.

SECTION 35. Cumulative Remedies
No provision herein made for the purpose of securing the performance of the terms and conditions of this Franchise shall be deemed an exclusive remedy, or to afford the exclusive procedure, for the enforcement of said terms and conditions, but the remedies and procedures herein provided, in addition to those provided by Applicable Law, shall be deemed to be cumulative.

SECTION 36. Amendments
To the extent not contrary to Applicable Law and not resulting in a material deprivation of Franchisee’s rights or modification of Franchisee’s obligations under this Ordinance, the City Council may amend this Ordinance from time to time if required by any amendments to its Municipal Code of general application to electric utility franchises in the City, provided said amendment does not result in a forfeiture of the Ordinance without following the procedures set forth in Section 9.

SECTION 37. Severability
If any part of this Ordinance or the application thereof to any Person or circumstances is for any reason held invalid by a court of competent jurisdiction, the validity of the remainder of the Ordinance or the application of such provision to other Persons or circumstances shall not be affected.
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SECTION 38. Survival
Franchisee's obligations contained herein that by their nature would continue beyond the termination or expiration of this Ordinance, including, without limitation, the obligations set forth in Sections 15 (Release of Products or Contaminants), 20 (Removal or Abandonment of Facilities), 23 (Relocation/Repair), and 26 (Indemnification), shall survive termination or expiration.

SECTION 39. Governing Law
California law governs the construction and enforcement of this Ordinance.

SECTION 40. Disputes
Any litigation resulting from this Ordinance will be filed in and resolved by a federal or state court in California.

SECTION 41. Recordation
Franchisee and its successors and/or assigns shall have the right to record this Ordinance, the granting Franchise or any Memorandum of Understanding or other agreement between them in the official records of the County of Santa Clara. Upon expiration or termination of the Franchise, Franchisee shall execute, acknowledge and record a quitclaim of its rights under the Franchise.
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SECTION 42: Ordinances Repealed. With exception of the provisions protected by the savings clause, all ordinances (or parts of ordinances) in conflict with or inconsistent with this ordinance are hereby repealed.

PASSED FOR THE PURPOSE OF PUBLICATION this 7TH day of JULY, 2026, by the following vote:

AYES: COUNCILORS :

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Cox, Gonzalez, Jain, Hardy, and Park, and
Mayor Gillmor
None
Chahal
None
ATTEST:
~

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference: None
Ordinance/LS Power Non-Exclusive Franchise
Rev: 09/2019

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-787 Agenda Date: 7/14/2026

REPORT TO COUNCIL

SUBJECT
Approval of the Appointment of the Mayor's Citywide Representative to the Community Advisory Committee Supporting the Evaluation of Future City Hall Facility Options

BACKGROUND
On June 22, 2026, the City Council approved the formation of the Community Advisory Committee (CAC) to support the evaluation of future City Hall facility options. The Council also approved the Committee's membership structure consisting of six district representatives appointed by individual Councilmembers and one citywide representative appointed by the Mayor.

At that meeting, the City Council appointed the following district representatives to serve on the CAC:

District 1 Steve Lee
District 2 Kimberley Williams
District 3 Christine Koltermann
District 4 Saskia Feian
District 5 Michele Ryan
District 6 John Rhabar
The Council did not appoint a representative to the Mayor's citywide seat. As a result, one position on the seven-member Committee remains vacant.

DISCUSSION
The Community Advisory Committee is intended to provide community input and promote transparency throughout the City's evaluation of future City Hall facility options. As approved by the City Council, the Committee consists of six district representatives and one citywide representative appointed by the Mayor, providing both geographic and citywide representation during the evaluation process.

The Committee is expected to convene within the next few weeks to begin its work. Completing the appointment of the remaining citywide representative before the Committee's initial meeting will ensure that all members receive the same orientation, background information, training, and project overview at the outset of the process. Beginning with a full complement of members will promote consistency, allow all members to participate equally in discussions from the beginning, and avoid the need to repeat orientation materials for a member appointed after the Committee has commenced its work.

City of Santa Clara Printed on 7/10/2026Page 1 of 2
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26-787 Agenda Date: 7/14/2026
To complete the Committee's membership and allow the CAC to begin its work with its full complement of members, the Mayor has nominated Mark Kelsey to serve as the Citywide Representative.

Upon Council approval of the appointment, the Community Advisory Committee will consist of the following members:

District Appointee
District 1 Steve Lee
District 2 Kimberley Williams
District 3 Christine Koltermann
District 4 Saskia Feian
District 5 Michele Ryan
District 6 John Rhabar
Citywide Representative Mark Kelsey

ENVIRONMENTAL REVIEW
The appointment of a committee member is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it is an organizational and administrative activity that will not result in a direct or indirect physical change to the environment.

FISCAL IMPACT
There is no additional fiscal impact associated with appointing the remaining member to the Community Advisory Committee. Funding for consultant services and staff support associated with the Committee's work is included in the existing Civic Center Campus Future Needs appropriation.

COORDINATION
This report has been coordinated with the City Manager's Office and the City Attorney's Office.

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

RECOMMENDATION
Approve the appointment of Mark Kelsey as the Mayor's Citywide Representative to the Community Advisory Committee supporting the evaluation of future City Hall facility options.

Reviewed by: Elizabeth Klotz, Assistant City Manager
Approved by: Jovan Grogan, City Manager
City of Santa Clara Printed on 7/10/2026Page 2 of 2
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-685 Agenda Date: 7/14/2026

REPORT TO CITY COUNCIL AND SANTA CLARA STADIUM AUTHORITY

SUBJECT
Action to Authorize the City Manager and Stadium Authority Executive Director to Extend the Agreement with Carl Warren & Company for General Liability Claims Adjusting and Administrative Services through March 1, 2027 and Increase Compensation by $65,000 for a Revised Maximum Compensation of $635,000

BACKGROUND
In June 2021, a Statement of Qualifications was advertised on the City’s bid notification system for general liability claims adjusting and administration services for the City of Santa Clara (City) and Santa Clara Stadium Authority (Stadium Authority). Proposals were evaluated by a three-member evaluation team with expertise in claims administration including representation from the City Manager's Office, the City Attorney's Office, and Public Risk Innovations, Solutions and Management (PRISM), the joint powers agency through which the City obtains liability coverage.

The City recommended a contract to Carl Warren & Company (Carl Warren) with the award recommendation based on “best value.” The City Council and Stadium Authority Board approved the recommendation on August 24, 2021 (RTC# 21-1104), and authorized the City Manager and Stadium Authority Executive Director to execute an agreement with Carl Warren for an initial three-year term and maximum compensation not to exceed $342,000 for up to 125 open claims subject to the appropriation of funds.

On September 23, 2024, pursuant to the authority delegated to the City Manager under RTC# 21- 1104, Amendment No. 1 was executed to exercise the first of two option periods. The amendment extended the term through August 29, 2025, and increased the maximum compensation to $456,000 to fund the additional year of services.

On September 15, 2025, pursuant to the authority delegated to the City Manager under RTC# 21- 1104, Amendment No. 2 was executed to exercise the second of two option periods. The amendment extended the term through August 29, 2026, and increased the maximum compensation to $570,000 to fund the additional year of services.

DISCUSSION
The authority delegated by the City Council under RTC# 21-1104 will expire on August 29, 2026.

Accordingly, staff is conducting a new Request for Proposals (RFP) for General Liability Claims Adjusting and Administrative Services that, subject to City Council approval, will result in a new agreement for up to eight years. The RFP has been delayed due to workload demands and capacity constraints affecting key staff, as well as the additional time required to ensure compliance with the provisions of Assembly Bill 339.

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26-685 Agenda Date: 7/14/2026
To ensure continuity of these critical services during the procurement process, staff recommends that the City Council and Stadium Authority Board approve a six-month extension of the existing agreement with Carl Warren, effective August 29, 2026, and to increase the maximum compensation by $65,000 from $570,000 to $635,000. Carl Warren has agreed to the extension under compensation structure, consisting of a fixed monthly fee of $9,500 for the administration of up to 125 open claims, plus $850 per month for each open claim in excess of 125.

Staff estimates the cost of the extension to be approximately $57,000. The additional $8,000 is requested to ensure sufficient funding is available should the number of open claims exceed 125 during the extension period.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The FY 2026/27 Adopted Operating Budget includes funding for the liability claims administration services in the Special Liability Insurance Fund appropriation.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 3 to the Agreement with Carl Warren & Company for General Liability Claims Adjusting and Administration Services to extending the term through March 1, 2027 and increase compensation to a revised maximum of Six Hundred Thirty- Five Thousand Dollars ($635,000) subject to budget appropriations;

2. Authorize the Stadium Authority Executive Director to execute Amendment No. 3 to the Agreement with Carl Warren & Company for General Liability Claims Adjusting and Administration Services to extending the term through March 1, 2027 and increase compensation to a revised maximum of Six Hundred Thirty-Five Thousand Dollars ($635,000) subject to budget appropriations; and

3. Authorize the City Manager and Stadium Authority Executive Director or designees to take all actions as necessary to implement and administer the agreement, including negotiating and executing future amendments to (a) add or delete related line item services, and (b) make de minimis changes, provided that the total not-to-exceed maximum compensation is not exceeded, subject to review and approval as to form by the City Attorney/Agency Counsel.

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26-685 Agenda Date: 7/14/2026
Reviewed by: Glen Googins, City Attorney, City Attorney’s Office Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Carl Warren Amendment No 3 RTC Attachment
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Amendment No. 3 to Agreement/Carl Warren & Company Page 1 Rev. 10/25/19
Ebix Insurance No. S200005417

AMENDMENT NO. 3

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,

THE SANTA CLARA STADIUM AUTHORITY
AND

CARL WARREN & COMPANY

PREAMBLE
This agreement (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and the Santa Clara Stadium Authority (Stadium Authority), a joints powers agency and Carl Warren & Company, a California limited liability company, (Contractor). City and Stadium Authority may be referred to collectively as “City”. City, Stadium Authority, and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, the Santa Clara Stadium Authority, and Carl Warren & Company”, dated October 26, 2021 (Agreement); B. The Agreement was previously amended by Amendment No. 1, dated September 23, 2024, Amendment No. 2, dated September 15, 2025, and is again amended by this Amendment No. 3. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide third party claims administrator services, and the Parties now wish to amend the Agreement as Amended to extend the term of the Agreement by six months, terminating on March 1, 2027 and to increase compensation by $65,000, for a revised not-to-exceed maximum compensation amount of $635,000, subject to budget.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of the Agreement” is amended to read as follows:

Amendment No. 3 to Agreement/Carl Warren & Company Page 2 Rev. 10/25/2019
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, this Agreement is amended by this Amendment No. 3 to extend the term by six months beginning on or about August 30, 2026, and terminating on March 1, 2027.”

2. Section 6 of the Agreement as Amended, entitled “Compensation and Payment” is amended to read as follows:
“In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Six Hundred Thirty-Five Thousand dollars and Zero cents ($635,000), 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 Contractor’s expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.”

3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.
[SIGNATURES ON THE FOLLOWING PAGE]

Amendment No. 3 to Agreement/Carl Warren & Company Page 3 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.

SANTA CLARA STADIUM AUTHORITY
a Joint Exercise of Powers Entity,
created through Government Code sections 6500 et seq.

APPROVED AS TO FORM: Dated: ________________________

Glen R. Googins
Stadium Authority Counsel

Jovan Grogan
Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
“STADIUM AUTHORITY”

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”

CARL WARREN & COMPANY
a California limited liability company

Dated:

By (Signature):

Name: Read Walden
Title: Head of TPA Claims
Principal Place of
Business Address:
175 N. Riverview Drive, Unit A
Anaheim, CA 92808
Amendment No. 3 to Agreement/Carl Warren & Company Page 4 Rev. 10/25/2019
Email Address: [email protected]
Telephone: (935) 414-2515 Ext 0352
Fax: (866) 254-4423
“CONTRACTOR”

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-736 Agenda Date: 7/14/2026

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Agreements with ASF Electrical, Inc., Bear Electrical Solutions, LLC, and Cupertino Electric, Inc. for On-Call Electrical Maintenance and Repair Services at Levi’s Stadium, Limiting Authorization to Spend to a Total Aggregate Not-to-Exceed Amount of $1,506,408, Inclusive of All Option Years and Contingency Across All Three Agreements, and Delegated Authority for Future Amendments
(Deferred from June 23, 2026)

BACKGROUND
Pursuant to Section 2.9 of the Stadium Management Agreement between the Santa Clara Stadium Authority (Stadium Authority), Forty Niners SC Stadium Company LLC (StadCo), and Forty Niners Stadium Management Company LLC (Stadium Manager), the Stadium Manager is responsible for maintaining Levi’s Stadium (Stadium) “in the Required Condition and operate it as a high-quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility…” Due to the size, age, and complexity of Levi’s Stadium and its electrical systems, the Stadium Manager has identified the need to maintain a pool of qualified electrical contractors to provide repair, maintenance, and troubleshooting services on an on-call, as-needed basis.

The Stadium Manager has historically relied on on-call electrical contractors and anticipates continued need as the facility ages. The most recent agreements with Bear Electrical Solutions, LLC and Cupertino Electric, Inc. began on May 5, 2021, for an initial three-year term, with options to extend for two additional one-year periods. Total expenditures were $587,844.96 during the initial three-year term and $642,535.32 over the full five-year period through March 2026. On April 7, 2026, the Stadium Authority approved an Amendment No. 5 to the agreement with Bear Electrical Solutions to extend the term of the agreement on a month-to-month basis, not to exceed six months, commencing on May 5, 2026, to ensure continuity of services and to provide sufficient time for transition while the Stadium Manager completed its Request for Proposals (RFP) process.

On August 11, 2025, the Stadium Manager issued an RFP to solicit qualified firms to provide on-call electrical maintenance and repair services at Levi’s Stadium. Six proposals were received by the submission deadline from the following firms:

1. ASF Electric, Inc.

2. Bear Electrical Solutions, LLC

3. Cupertino Electric, Inc.

4. JJG Services Inc., DBA Corinthian Electric

5. Sprig Electric Co.

6. Telstar Instruments
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An Evaluation Committee reviewed the proposals based on the criteria outlined in the RFP.

Corinthian Electric was deemed non-responsive and excluded from further consideration. The remaining five firms met the minimum qualifications. Following evaluation, ASF Electric, Inc., Bear Electrical Solutions, LLC, Cupertino Electric, Inc., and Sprig Electric Co. were determined to be within the competitive range. After further review and negotiations, the Stadium Manager successfully negotiated terms with three of the firms: ASF Electric, Inc., Bear Electrical Solutions, LLC, and Cupertino Electric, Inc. (collectively, the “Vendors”). Negotiations included establishing competitive labor rates, as well as markups for materials, equipment rentals, subcontractors, and mobilization costs. Through approval of the requested actions for this agenda item, the Stadium Manager would establish a pool of pre-qualified electrical contractors, enabling the Stadium Manager to issue task orders on an as-needed basis to ensure timely and efficient delivery of services.

As such, the Stadium Manager is requesting Stadium Authority Board (Board) approval of the following actions for three master service agreements for on-call electrical maintenance and repair services:

1. Approve and authorize the Stadium Manager to enter into agreements with ASF Electric, Inc., Bear Electrical Solutions, LLC, and Cupertino Electric, Inc., (Attachments 1, 2, and 3) to provide on-call electrical maintenance and repair services at Levi’s Stadium for an initial term of three (3) years commencing upon execution of the agreements, and expiring March 31, 2029, with two (2) optional one-year extensions through March 31, 2031. The total aggregate amount payable under all agreement shall not exceed $250,000 per contract year, $750,000 over the initial three-year period, and $1,250,000 over the maximum five (5) year term unless modified pursuant to Recommendation 3 below. The term for each fiscal year is contingent on the Santa Clara Stadium Authority Board (Board) approving the applicable fiscal year's budget, including amounts due under the Agreements.

2. Approve a contingency in the amount of $125,000, which is equal to ten percent (10%) of the aggregate total not-to-exceed value of the baseline amount payable under all Agreements over the maximum five (5) year term of the Agreements (i.e., $250,000 per year x 5 years).

The contingency may be used to increase the not-to-exceed amount of any Agreement during any contract year, as needed to cover unforeseen services, subject to budget appropriations.

3. Authorize the Stadium Authority Executive Director to approve future amendments as needed to: (a) exercise the option to extend the Agreements by two (2) one-year extension periods through March 31, 2031, and to establish the not-to-exceed amount for each extension period of $250,000 to cover services during each extension; (b) increase the rates in contract years two through five (April 1, 2027 - March 31, 2031) by up to five percent (5%) over the previous year’s rates in accordance with the terms and conditions associated with rate increases in Exhibit G of the Agreements; (c) increase the not-to-exceed amount payable under each Agreement for contract years two through five (April 1, 2027- March 31, 2031), by up to five percent (5%) over the previous year's amount to account for rate increases, subject to budget appropriations; and (d) increase the not-to-exceed amount of any Agreement during any contract year using contingency funds as needed to cover unforeseen services, subject to budget appropriations. The aggregate total not-to-exceed value of amounts payable under all Agreements over the five (5) year term, inclusive of all contract years and contingency, shall City of Santa Clara Printed on 7/10/2026Page 2 of 6
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not exceed $1,506,408 - see Table 1 below for details.

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

A Recommendation for Award Memo was submitted by the Stadium Manager describing the services, solicitation process, and the request in more detail (Attachment 4).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo and supporting documents for consistency with the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.140(c) (Competitive requirements for purchases - Formal requests for proposals for agreements with an amount over $250,000). As described above and in the Stadium Manager’s Recommendation for Award memo, the Stadium Manager implemented an RFP process and received six (6) proposals, and through the evaluation and subsequent negotiations process is recommending award of agreements to three vendors (ASF Electric, Inc., Bear Electrical Solutions, LLC, and Cupertino Electric, Inc.) for on-call services.

While there will be three agreements, the Stadium Manager is proposing an annual not-to-exceed amount of $250,000 for contract year one, applied on an aggregate basis, which may increase annually by up to 5% if the Stadium Authority Board approves the Stadium Manager’s request. The Agreements include provisions allowing for annual rate adjustments of up to 3%; however, rate adjustments may increase by up to 5% in contract years two through five (April 1, 2027 through March 31, 2031) if applicable prevailing wage rate increases exceed 3%. The rate adjustment provisions reflect anticipated increases in labor costs, including union wage and benefit adjustments established through collective bargaining agreements. The Agreements include hourly rates for straight-time weekday, daily overtime, Saturday, and Sundays and holidays and additional costs.

The Stadium Manager is also requesting a contingency in the amount of $125,000, equivalent to ten percent (10%) of the aggregate total not-to-exceed value of the baseline amount payable under all Agreements over the maximum five (5) year term, for additional unanticipated services which may be utilized in any contract year.

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

Table 1 - Cost Summary
Description “Combined” NTE
Year 1 (4/1/26-3/31/27) $250,000
Year 2 (4/1/27-3/31/28) + 5% increase $262,500
Year 3 (4/1/28-3/31/29) + 5% increase $275,625
Year 4 (4/1/29-3/31/30) + 5% increase $289,406
Year 5 (4/1/30-3/31/31) + 5% increase $303,877
Contingency (10% of Total Agreement Amount) $125,000
Total Not-to-Exceed Maximum Compensation $1,506,408
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Description “Combined” NTE
Year 1 (4/1/26-3/31/27) $250,000
Year 2 (4/1/27-3/31/28) + 5% increase $262,500
Year 3 (4/1/28-3/31/29) + 5% increase $275,625
Year 4 (4/1/29-3/31/30) + 5% increase $289,406
Year 5 (4/1/30-3/31/31) + 5% increase $303,877
Contingency (10% of Total Agreement Amount) $125,000
Total Not-to-Exceed Maximum Compensation $1,506,408
These Agreements do not guarantee a minimum amount of work. Services will be authorized on an as-needed basis through task orders issued by the Stadium Manager within the approved budget.

After reviewing the request and supporting documents, staff discussed the following topics with the Stadium Manager and was provided further clarification on the process for awarding work between the three vendors, performance and payment bonds, and geographical requirements in the RFP.

Based on the documentation provided, staff recommends approval of the Stadium Manager’s requests and additional delegation to the Stadium Manager to execute amendments to the Agreements as approved by the Stadium Authority Executive Director.

The Stadium Authority Counsel’s Office has reviewed the Agreements for comparison to the Stadium Authority’s customary language. Nothing in the Agreements change the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

The Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year- end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301 “Existing Facilities” as the activity consists of the electrical maintenance and repair of existing public or private facilities involving negligible or no expansion of use beyond that existing at the time of the lead agencies determination.

FISCAL IMPACT
The total aggregate amount payable under all three agreements shall not exceed $1,506,408 over the entire agreement term, inclusive of the two option years and contingency.

The Stadium Authority Fiscal Year (FY) 2026/27 Budget includes Shared Stadium Expenses, such as Security, Stadium Operations, Engineering, Guest Services, and Groundskeeping. In accordance with the Stadium Lease, most Shared Stadium Expenses are allocated 50/50 between the Stadium Authority and StadCo.

There are sufficient funds in the FY 2026/27 Shared Stadium Expenses Engineering line item to cover the Stadium Authority’s fifty percent (50%) share of contract year one’s total aggregate not-to- exceed amount of $250,000 and the $125,000 contingency (up to $125,000 plus an additional $62,500 for contingency).

The term for subsequent fiscal years is conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts due under the agreement as required under City of Santa Clara Printed on 7/10/2026Page 4 of 6
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26-736 Agenda Date: 7/14/2026
Santa Clara City Code Section 17.30.100. The Stadium Authority's cost allocation for the remaining contract years are as follows: up to $131,250 plus 50% of the remaining contingency for contract year two, up to $137,813 plus 50% of the remaining contingency for contract year three, up to $144,703 plus 50% of the remaining contingency for contract year four, and up to $151,938 plus 50% of the remaining contingency for contract year five.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’s Office.

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

RECOMMENDATION

1. Approve and authorize the Stadium Manager to enter into agreements with ASF Electric, Inc., Bear Electrical Solutions, LLC, and Cupertino Electric, Inc., to provide on-call electrical maintenance and repair services at Levi’s Stadium for an initial term of three (3) years commencing upon execution of the Agreement, and expiring March 31, 2029, with two (2) optional one-year extensions through March 31, 2031. Stadium Manager’s authority to spend under all agreements is limited to a total aggregate amount that shall not exceed $250,000 per contract year, $750,000 over the initial three-year period, and $1,250,000 over the maximum five (5) year term unless modified pursuant to Recommendation 3 below. The term for each fiscal year is contingent on the Santa Clara Stadium Authority Board approving the applicable fiscal year's budget, including amounts due under the Agreements;

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

3. Authorize the Stadium Authority Executive Director to approve future amendments as needed to:
(a) exercise the option to extend the Agreements by two (2) one-year extension periods through March 31, 2031, and to establish the not-to-exceed amount for each extension period of $250,000 to cover services during each extension; (b) increase the rates in contract years two through five (April 1, 2027 - March 31, 2031) by up to five percent (5%) over the previous year’s rates in accordance with the terms and conditions associated with rate increases in Exhibit G of the Agreements; (c) increase the not-to-exceed amount payable under each Agreement for contract years two through five (April 1, 2027- March 31, 2031), by up to five percent (5%) over the previous year's amount to account for rate increases, subject to budget appropriations; and (d) increase the not-to-exceed amount of any Agreement during any contract year using contingency funds as needed to cover unforeseen services, subject to budget appropriations. The aggregate total not-to-exceed value of amounts payable under all Agreements over the five (5) year term, inclusive of all contract years and contingency, shall not exceed $1,506,408; and

4. Authorize the Stadium Manager to execute amendments to the Agreements as approved by the Stadium Authority Executive Director and issue and execute task orders to the three contracting City of Santa Clara Printed on 7/10/2026Page 5 of 6
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firms, up to the aggregate not-to-exceed amount for each contract year, subject to budget appropriations.

Reviewed by: Christine Jung, Deputy City Manager
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. Draft Agreement with ASF Electric, Inc.

2. Draft Agreement with Bear Electrical Solutions

3. Draft Agreement with Cupertino Electric Inc.

4. Stadium Manager’s Recommendation Memo
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FORTY NINERS STADIUM MANAGEMENT COMPANY LLC

LEVI’S STADIUM ON-CALL ELECTRICAL MAINTENANCE AND REPAIR CONTRACT

1. P ARTIES AND DATE.

This Contract is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] by and between the Forty Niners Stadium Management Company LLC, a Delaware limited liability company (“Stadium Manager”) and ASF Electric, Inc. a California corporation with its principal place of business at 76 Hill St, Daly City, CA 94014 (“Contractor”). Stadium Manager and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. R
ECITALS.

2.1 Stadium Manager. Stadium Manager seeks to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance and repair services required by the Stadium Manager on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Stadium Manager and Contractor (“Task Order”). Contractor represents that it is duly licensed and experienced in providing Levi’s Stadium On-Call Stadium Electrical related maintenance and repair services, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of Stadium Manager. The following license classifications are required for this Project: C-10 Electrical Contractor.

2.3 Project. Stadium Manager desires to engage Contractor to render such services for the On-Call Stadium Electrical Maintenance and Repair (“Project”) as set forth in this Contract on an on-call, as-needed basis. There is no guarantee of any of work under this Contract other than what is specified herein or that the not-to-exceed compensation amount set forth herein will be spent.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a pa yment bond, and all insurance documentation, as required by the Contract.

3. T ERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
 Scope of Work (Exhibit “A”)
 Plans and Specifications (Exhibit “B”)
 Special Conditions (Exhibit “C”)
 Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”)  Public Works Contractor Registration Certification (Exhibit “E”)  Payment and Performance Bonds (Exhibit “F”)
 Rate Schedule (Exhibit “G”)
 Sample Task Order Form (Exhibit “H”)
- -

 Addenda
 Change Orders executed by the Stadium Manager
 2018 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-9
 Notice Inviting Bids, if any
 Instructions to Bidders, if any
 Contractor’s Bid, if any

3.2 Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Stadium Manager all labor, materials, tools, equipment, services, and incidental and customary work necessary for the Project (hereinafter sometimes referred to as the “Work”). The type of Work to be provided is described in Exhibit “A” attached hereto and incorporated herein by reference and in the individual Task Orders issued by the Stadium Manager. No Work shall be performed unless authorized by this Contract and by a fully executed Task Order in the form attached hereto as Exhibit “H”. All Work shall be subject to, and performed in accordance, with this Contract, any relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the Stadium Manager.

Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the Stadium Manager may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/“Or Equal”. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Spec ifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the Stadium Manager may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the repair schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract.

Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The Stadium Manager has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted.

Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contra ctor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the Stadium Manager in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the Stadium Manager’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code Section 3400.

3.3 Period of Performance and Liquidated Damages. The term of this Contract shall commence on the date first set forth above and expire on [MONTH DAY, 2029], unless earlier terminated as provided herein. Contractor shall complete the Work within the term of this Contract, and shall meet any other established schedules and deadlines set forth in the Task Order(s). All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. The Parties may, by mutual, written consent, further extend the term of this Contract for two (2) additional one (1) year periods. Pursuant to Government Code Section 53069.85, Contractor shall pay to the Stadium Manager as fixed and liquidated damages a fixed dollar amount per day for each and every calendar day of delay beyond any completion schedule, repair schedule or Project milestones established pursuant to the Contract and any Task Order(s). The daily liquidated damages amount will be determined for each separate Task Order and will be set forth in that Task Order.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform t he Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. Contractor shall perform, at its own cost and expense and without reimbursement from the Stadium Manager, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the Stadium Manager to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Stadium Manager, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. Stadium Manager retains Contractor on an independent contractor basis and Contractor is not an employee of Stadium Manager. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and

control. Contractor shall pay all wages, sa laries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.6 Stadium Manager’s Basic Obligation. Stadium Manager agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the Stadium Manager shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit “G” attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Contract by Stadium Manager to Contractor, in the aggregate, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) (“Total Contract Price”) per contract year without the written approval of the Stadium Manager. The term for subsequent fiscal years shall be conditioned upon approval of the Stadium Authority budget for the applicable fiscal year that includes the amounts under this Contract.

3.7.2 Payment of Compensation. Contractor shall submit to Stadium Manager a monthly itemized statement which indicates Work completed by Contractor in a format acceptable to the Stadium Manager. The statement shall describe the amount of Work and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. These statements shall be supported by evidence which is required by this Contract and such other documentation as the Stadium Manager may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated.

3.7.3 Prompt Payment. Stadium Manager shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.4 Deductions and Withholdings. The Stadium Manager may deduct from each progress payment an amount necessary to protect Stadium Manager from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the Stadium Manager in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Stadium Manager during

the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the Stadium Manager, incurred by the Stadium Manager for which Contractor is liable under the Contract; and (11) any other sums which the Stadium Manager is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Stadium Manager to deduct any of these sums from a progress payment shall not constitute a waiver of the Stadium Manager’s right to such sums.

3.7.5 Substitutions for Contract Deductions and Withholdings. In accordance with California Public Contract Code Section 22300, the Stadium Manager will permit the substitution of securities for any monies withheld by the Stadium Manager to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager, or with a state or federally chartered bank in California as the escrow agent, and thereafter the Stadium Manager shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract” shall mean the time the Stadium Manager has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the Stadium Manager.

3.7.6 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Stadium Manager, or its designee, at the time of payment. To the extent that title has not previously been vested in the Stadium Manager, or its designee, by reason of payments, full title shall pass to the Stadium Manager, or its designee, at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Stadium Manager or its designee, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.7 Labor and Material Releases. Contractor shall furnish Stadium Manager with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by Stadium Manager.

3.78 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Stadium Manager shall provide Contractor with a copy of t he prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the Indemnified

Parties (defined below) free and harmless from any cl aim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.9 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the empl oyment of properly registered apprentices upon public works. The primary responsibility for compliance with said Section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.10 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.7.11 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code Section 1776. In the event of noncompliance with the requirements of this Section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this Section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this Section is on Contractor. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.12 Contractor and Subcontractor Registration. Pursuant to Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works

project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.7.13 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop or ders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties (defined below) free and harmless from any claim or liability arisi ng out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance, if Applicable.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity wh ich results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires t he SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage Stadium Manager, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during repair of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (defined below) for any alleged violations. In addition, Stadium Manager may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. Stadium Manager reserves the right to defend any enforcement action brought against the Stadium Manager for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy.

Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the Stadium Manager for the costs (including the Stadium Manager’s attorney’s fees) associated with, any settlement reached between the Stadium Manager and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Stadium Manager, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Contract. Upon request, Stadium Manager will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations

in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Stadium Manager in writing. Any necessary changes shall be made by written c hange order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Stadium Manager, Contractor shall be solely responsible for all costs arising therefrom.

Contractor shall defend, indemnify and hold Indemnified Parties (defined below) free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing Stadium Manager permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Stadium Manager’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Stadium Manager of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Stadium Manager; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Stadium Manager shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Stadium Manager shall compensate Contractor for the costs of:
(1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of Stadium Manager to provide for removal or relocation of such utility facilities.

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements im posed by the California Air Resources Board (CARB). Although CARB limits and requirements ar e broader, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-pow ered engine. Contractor shall indemnify the

Indemnified Parties (defined below) against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for w hom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify Stadium Manager in writing and shall furnish all labor and material releases required by this Contra ct. Stadium Manager shall thereupon inspect the Work. If the Work is not acceptable to the Stadium Manager, the Stadium Manager shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the Stadium Manager. Once the Work is acceptable to Stadium Manager, Stadium Manager shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which Stadium Manager may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims; Government Code Claim Compliance.

3.10.1 Arbitration. All disputes between Contractor and Stadium Manager relating in any way to this Agreement or Services performed under this Agreement (including, but not limited to, claims for breach of contract, tort, discrimination, harassment and any violation of federal or state law, regulation or constitution) (“Arbitrable Claims”) shall be resolved by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. § 1280 et seq., including § 1283.05 and all of the Act’s other mandatory and permissive rights to discovery). In addition to any other requirements imposed by law, the arbitrator selected shall be a retired California Superior Court Judge, or otherwise qualified individual to whom the parties mutually agree, and shall be subject to disqualification on the same grounds as would apply to a judge of such court. All rules of pleading (including the right of demurrer), all rules of discovery, all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings and all other dispositive motions, and judgment under Code of Civil Procedure § 631.8 shall apply and be observed.

Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code § 47(b). As reasonably required to allow full use and benefit of this agreement’s modifications to the Act’s procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator's written reasoned opinion. The Parties understand and agree to this binding arbitration provision, and both Contractor and Stadium Manager give up their right to trial by jury of any claim they may have against each other.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by

Stadium Manager. In the event of damage proxim ately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the Stadium Manager may terminate this Contract pursuant to Section 3.17.3; provided, however, that the Stadium Manager needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity . To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, empl oyees, agents and authorized volunteers, each tenant and event promoter of Levi’s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi’s Stadium, and each of them (collectively, the “Indemnified Parties”), free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project, this Contract or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code Section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Indemnified Parties or the Indemnified Parties’ agents, servants, or independent contractors who are directly responsible to the Indemnified Parties, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations . Any defense to be provided by Contractor pursuant to any indemnification provision of this Agreement shall be by counsel approved by Stadium Manager, which approval shall not be unreasonably withheld. To the extent any of the Indemnitees incurs costs or expenses to enforce this indemnification (including attorneys' fees and expenses), Contractor shall reimburse the Indemnitee for such costs and expenses.

3.13 Insurance.

3.13.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Section. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause.

3.13.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.13.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits.

Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the Stadium Manager to add the following provisions to the insurance policies:

3.13.3.1 General Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying co verage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.13.3.2 Automobile Liability. (1) Such policy shall give the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the Stadium Manager, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying co verage. Any insurance or self-insurance maintained by the Stadium Manager, its officials, employees, agents and authorized volunteers

shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance po licy which arise from work performed by Contractor.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, Santa Clara Stadium Authority, Forty Niners SC Stadium Company LLC and Forty Niners Football Company LLC and their respective officials, employees, agents and authorized volunteers.

3.13.3.5 Contractor’s Equipment Insurance. Contractors Equipment Insurance applying to loss or damage on an “all risk” basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.

3.13.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Stadium Manager, its officials, employees, agents and authorized volunteers.

3.13.5 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Stadium Manager. Contractor shall guarantee that, at the option of the Stadium Manager, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Stadium Manager, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the Stadium Manager guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the Stadium Manager. Exc eption may be made for the State Compensation Insurance Fund when not specifically rated.

3.13.7 Verification of Coverage. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the Stadium Manager. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before work commences. The Stadium Manager reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the Stadium Manager, its officials, em ployees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors sha ll be subject to all of the requirements stated herein except as otherwise agreed to by the Stadium Manager in writing.

3.13.9 Reporting of Claims. Contractor shall report to the Stadium Manager, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by Stadium Manager in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concu rrently with this Contract a Payment Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.2 Performance Bond. If specifically requested by Stadium Manager in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to Stadium Manager concurrently with this Cont ract a Performance Bond in an amount required by the Stadium Manager and in a form provided or approved by the Stadium Manager. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Stadium Manager.

3.14.3 Bond Provisions. Should, in Stadium Manager’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Stadium Manager. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Stadium Manager, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Stadium Manager. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the Stadium Manager, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Stadium Manager. If Contractor fails to furnish any required bond, the Stadium Manager may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Stadium Manager.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided

by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Stadium Manager of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Stadium Manager in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Stadium Manager may require to verify that any corrective actions, including, without lim itation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Stadium Manager, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Stadium Manager by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Stadium Manager. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not di scriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 Stadium Manager’s Representative. The Stadium Manager hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract (“Stadium M anager’s Representative”). Stadium Manager’s Representative shall have the power to act on behalf of the Stadium Manager for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Stadium Manager’s Representative or his or her designee.

3.17.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Stadium Manager (“ ′Contractor’s Representative”).

Following approval by the Stadium Manager, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract and as described in the relevant Task Order. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the Stadium Manager, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Stadium Manager, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s R epresentative, Contractor shall provide the information specified above and obtain the Stadium Manager’s written approval.

3.17.3 Termination. This Contract may be terminated by Stadium Manager at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by Stadium Manager for any reason other than the fault of Contractor, Stadium Manager shall pay Contractor for all Work performed up to that time as provided herein.

In the event of breach of the Contract by Contractor, Stadium Manager may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset Stadium Manager’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Stadium Manager may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

Further, if this Contract is terminated as provided, Stadium Manager may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contra ct or written or oral instructions from Stadium Manager, the matter shall be referred to Stadium Manager’s Representative, whose decision shall be binding upon Contractor.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be directed to the regularly- monitored electronic mail address, read receipt requested, of such party as follows:

CONTRACTOR:

Attn: [***INSERT CONTRACTOR REP. NAME, TITLE]
[***INSERT CONTRACTOR NAME ***]
[***INSERT EMAIL ADDRESS***]

STADIUM MANAGER:

Francine Melendez Hughes, EVP and General Manager
Forty Niners Stadium Management Company LLC
[email protected]

With copy to:

Legal Affairs
Forty Niners Stadium Management Company LLC
[email protected]

Any such notice or communication shall be deemed to have been given on the day such notice or communication is sent electronically, provided the sender has received a confirmation of such electronic transmission. A Party may, for purposes of this Agreement, change its email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other Party pursuant to this Section 3.17.6.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Stadium Manager. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, Stadium Manager may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.17.10 Laws, Venue, and Attorneys’ Fees. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 [Reserved]

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Stadium Manager shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of Stadium Manager, during the term of his or her service with Stadium Manager, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Stadium Manager’s Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.17.19 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.17.20 Stadium Manager’s Right to Employ Other Contractors. Stadium Manager reserves right to employ other contractors in connection with this Project or other projects.

[SIGNATURES ON NEXT PAGE]

SIGNATURE PAGE FOR ON-CALL REPAIR CONTRACT

BETWEEN THE FORTY NINERS STADIUM MANAGEMENT COMPANY LLC AND ASF ELECTRIC, INC.

IN WITNESS WHEREOF, the Parties have en tered into this Contract as of the [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***].

FORTY NINERS STADIUM ASF ELECTRIC, INC.

MANAGEMENT COMPANY LLC

B y : B y :

Francine Melendez Hughes
EVP and General Manager Its:

P r i n t e d N a m e :

EXHIBIT “A”

SCOPE OF WORK
A. SCOPE OF WORK

Troubleshoot, repair, remove, and install electrical equipment and components, typically found in a large sports stadium such as Levi’s Stadium (“Stadium”), rated at less than 60KV.

This work will be performed via issuance of a Task Order (defined elsewhere in this solicitation). The work assigned to Contractor will be designated with one of the following “priority levels” which will indicate the urgency of the work and the Contractor’s response time:

Priority
Level
Type Response Time
1 - High Emergency – Hazardous, property
damage, and/or event required
support
Respond within 1 hour and
commence work as soon as
possible.
2 - Medium Systems Malfunction – Interruption
of daily operation
Respond within 2 hours and
commence work within 24 hours.
3 - Low Minor Repair Respond within 24 hours and
commence work within 72 hours, or
as determined necessary by the
Stadium Manager.

The Contractor shall provide trained technicians with the appropriate tools and testing equipment for scheduled maintenance, safety inspection, and safety testing as required.

The Contractor shall maintain all necessary licenses to perform the work specified herein.

The Contractor will be responsible for supplying all necessary equipment (including aerial lifts), tools, consumables, material, labor, and supplies required to perform the work described herein.

Contractor will be tasked, by the Stadium Manager, with performing troubleshooting, repairing, and performing maintenance of various electrical systems at the Stadium, including but not limited to the following:

1. Electrical power work, and communications cabling, including, but not limited, to the following:
a. Power connections for electric-powered equipment;
b. Circuit breaker replacement;
c. Disconnect replacement;
d. Fuse replacement;
e. Conduit repair and installation, including PVC coated rigid conduit and fittings, PVC, flexible conduit, etc.;
f. Wire and electrical cable repair and installation, including copper, aluminum, all insulation, and wire types;

g. Transformer removal and replacement;
h. Sub-panel removal and replacement;
i. Electrical devices, including receptacles, switches, etc. Repair, removal, or replacement;
j. Motor, starters, controllers, and variable fr equency drives. Repair, removal, or replacement;
k. Automatic transfer switches;
l. UPS systems and clean power systems, low/medium voltage distribution systems, electrical grounding systems. Troubleshoot and repair; replace batteries as necessary;
m. Troubleshoot and repairs to back-up power systems;
n. Install or repair electric vehicle charging equipment; o. Repairs to computer power floor cables and connections, under carpet raceways, connections to electrified furniture partitions, electrical devices, and trim;
p. Work in electric duct banks; and
q. Fiber optic cable repair, replacement, installation. r. Maintenance repair and installation of low voltage equipment, including cameras, access controls, and A/V systems.

2. Lighting and physical security work, including, but not limited to, the following:
a. Indoor and outdoor lighting repairs and installations, including exterior pole mounted fixtures, and sports field lighting;
b. Cameras and access controls;
c. Lamp removal and replacement, including HID, fluorescent, incandescent, etc.; d. Ballast removal and replacement, including HID, fluorescent, etc.; e. Lighting fixture installation, all types;
f. Lighting control work. Contractors must have experience with a variety of lighting control systems, including Lutron and Crestron control systems; g. Provision of temporary lighting, as necessary; and
h. Conduit and related work for parking lighting, rolling gates, and other related electrical equipment.

3. Testing & Maintenance:
a. Arc Flash assessment;
b. Infrared inspection;
c. Coordination study;
d. Switch gear testing;
e. Emergency generator testing;
f. Power monitoring;
g. Motor control center cleaning; and
h. Ground fault testing.

4. Ancillary Services
a. Any services including, without limitation, other trade work that is incidental and/or supplemental to the performance of the primary services specified above.

B. GENERAL REQUIREMENTS

1. All work performed shall meet the latest revision of all applicable federal, state, and local regulations, laws, and codes.

2. All work schedules must be approved in writing by the Stadium Manager prior to commencement of work.

3. Unless otherwise specified, Contractor shall guarantee the labor and materials used are within the specified guidelines and recommendations of the manufacturer.

4. Materials furnished shall be new and shall be of commercial quality material. Used, reconditioned, or discontinued models and materials are not acceptable. The warranty period for contractor provided materials shall be for a period of one (1) year, or within the manufacturer warranty, whichever is longer. Such warranty shall commence upon the date of acceptance of Contractor’s work by the Stadium Manager.

5. The Stadium Manager reserves the right to supply all or part of the materials or equipment on any project/repair.

6. Contractor shall be responsible for the replacement of failed/defective equipment, and parts installed by Contractor that are under warranty. Such cost, if any, shall be incurred by Contractor. Contractor shall assume all liability for such defects.

7. Follow up work required to correct recent repair/improper repair, or substandard parts shall be at no charge to the Stadium Manager.

8. Contractor shall coordinate site access and Hot Work with Forty Niners Stadium Management Company Engineering Department prior to commencement of work.

9. Contractor shall complete a service tag/log after completion of work. Such tag or log must contain the following information:
a. Date of Service
b. Name of Technician(s)
c. Description of Service(s)

10. Contractor shall notify Stadium Manager when a recall is issued for any equipment or component serviced, installed, or repaired by Contractor. Notification by Contractor shall include the reasons for the recall, procedures for replacement, and the disposition of the recalled equipment.

11. Contractor is responsible for compliance with all building code requirements.

Independent of, or in addition, to any other legal requirements, the Stadium Manager may inspect and test Contractor’s work to determine if it conforms to the California Building Standards Code and local regulations, if applicable. The Stadium Manager will not accept Contractor's work unless it meets all applicable building code requirements.

12. The use of the safety equipment includes but is not limited to hard hats, eye protection, safety vests, hearing protection, fall protection, and safety boots as

required by the California Occupational Safety and Health Administration.

13. Contractor is required to provide personal protective equipment (PPE) to perform the work and follow the Public Health Orders issued by the Santa Clara County Health Department related to Novel Coronavirus (COVID-19). The Public Health Order updates can be accessed online at
https://www.sccgov.org/sites/covid19/Pages/public-health-orders.aspx

14. Contractor shall maintain all necessary licenses to perform the work specified herein.

15. Contactor shall be in compliance with applicable prevailing wage laws and the California Labor Code.

16. Contractor shall provide protection for all existing building components beneath and around the work. Any damage to existing building components caused by contractor shall be immediately repaired or replaced at contractor’s sole expense in a manner acceptable to and approved by Stadium Manager.

17. In all active work areas, contractor shall provide, install, and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected work area.

This not only includes areas surrounding the work, but also includes areas below the work. Levi’s Stadium is an active building containing employees, guests, and other contractors on a daily basis. Contractor shall be responsible for keeping others out of its active work areas and preventing the exposure of others to grinding, sanding, scraping, paint drips, overspray, or any other material generated within the work area, both around and below.

18. Contractor will have a designated representative to oversee Contractor’s technicians assigned to perform the work specified herein. Contractor representative shall be responsible for providing all required documents, including, but not limited to, reports, invoices, as-built drawings, and all other project contract documents to the Stadium Manager.

19. Contractor shall assign a primary/secondary technician(s) as the main contact for the Stadium Manager during the term of the contract. If different representatives are designated during the term of the Contract, notice of any changes (including, but not limited to, name, address, e-mail, and telephone number) shall be promptly served in writing.

20. Contractor must obtain written authorization prior to commencement of work. The Stadium Manager will provide Contractor written approval by issuing a Notice to Proceed.

21. The Contractor shall perform the following to ensure a clean, safe work site:

a. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from project site. Secure, locate, and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager.

b. After completing coating application, clean spattered surfaces. Remove spattered coatings by washing, scraping, or other methods. Do not scratch or damage adjacent finished or unfinished surfaces. Do not allow coatings to drip, spatter onto or otherwise stain adjacent surfaces.

c. Protect work of other trades against damage from coating operation.

Correct damage by cleaning, repairing, replacing, and recoating, as approved by Stadium Manager, and leave in an undamaged condition.

d. Protect all adjacent surfaces as required by field conditions.

C. REGULATIONS AND STANDARDS

All material and work shall be in accordance with the rules and requirements of the United States Department of Labor Occupational Safety and Health Administration (“OSHA”); National Electrical Code (“NEC”); National Fire Codes published by the National Fire Protection Association (“NFPA”); California Administrative Codes (“CAC”); Uniform Building Code (“UBC”); Uniform Plumbing Code (“UPC”); and other applicable federal, state, and local laws and/or regulations. These specifications shall not be construed to permit work not conforming to these requirements. The regulations shall govern where they require higher standards or conflict with the specifications. Published rulings and interpretations of the enforcing agencies shall be considered a part of these specifications. All regulations and standards shall be the latest publication unless governing authorities require otherwise. In addition, all of Contractor’s work shall be in accordance with the best practices available in the industry, and shall present a neat, workmanlike appearance upon completion.

EXHIBIT “B”

PLANS AND SPECIFICATIONS
Plans and Specifications shall be provided and made a part of each individual Task Order.

EXHIBIT “C”

SPECIAL CONDITIONS

ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the Stadium Manager four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the Stadium Manager and included as Exhibit “F” to the Contract. Failure to do so may, in the sole discretion of Stadium Manager, result in the forfeiture of Contractor’s bid security. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the Stadium Manager. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.