City Council and Authorities Concurrent
August 18, 2026

DocuSign Envelope ID: 1 BB29246-CB06-4085-AEFA-17C639C5EA03

3.2.10.3 In the event that issues are identified that can be most efficiently and economically resolved while on site,
changes may be approved verbally (in the field), by
telephone, or e-mail by the following authorized
individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Contractor shall provide an updated quote within two (2) business days so that such changes can
be documented in a Purchase Order within four (4)
business days.

3.2.11 Contractor shall not initiate any project assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

3.2.12 SVP shall not be required to pay a deposit or any other form of prepayment prior to the Contractor beginning work. 4 SCHEDULE OF PERFORMANCE

4.1 Contractor shall perform the services listed above, as needed, during business hours (M-F 9:00am to 5:00pm)

4.2 Any work required using overtime rates shall be identified and approved in writing by City prior to work commencing.

4.3 Contractor may be required to perform the services onsite and/or remotely. 5 REPORTING AND DOCUMENTATION

5.1 Contractor shall provide regular status updates on services performed during the term of the agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of SVP.

5.2 Required reports may include cost and schedule updates for services Contractor is providing to the City.

5.3 Additional reporting shall be indicated in the scope for specific Purchase Orders.
6 STAFFING REQUIREMENTS

6.1 The Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary to perform the required services.

6.2 Contractor shall employ only competent, skilled workers who are appropriately trained and/or licensed to perform the required services.

6.3 Contractor shall ensure the following employment standards for all employees (including subcontractors) are complied with and enforced throughout the term of this Agreement.

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

DocuSign Envelope ID: 1 BB29246~CB06-4085~AEFA-17C639C5EA03

6.3.1 Legally authorized to work in United States.

6.3.2 Sufficiently fluent in English to: (a) comprehend the instructions of Contractor personnel; (b) offer the level of customer service established by SVP; (c) understand the safety and operating instructions on any equipment used; and (d) communicate with emergency personnel during emergencies; -

6.4 Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, DOT requirements for commercial driver's license and required drug testing if applicable.

6.5 SVP may request verification of the assigned employees' qualifications at any time. Contractor shall promptly provide such verification upon request by SVP.

6.6 Contractor shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

6.7 Contractor's employees and any subcontractors shall supply proper identification when requested by SVP.

6.8 Contractor shall inform SVP immediately of any change in key personnel assigned to this project.

6.8.1 Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and
approval.

6.8.2 SVP shall not unreasonably withhold approval.

6.9 SVP reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel. 7 SAFETY

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

7.2 Contractor, its employees, and any subcontractors shall always act in a safe manner while on SVP property.

7.3 The Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site. •

7.4 Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances and codes.

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

DocuSign Envelope ID: 1BB29246-CB06-4085-AEFA-17C639C5EA03 7 .5 Contractor's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

7.6 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

7.7 Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.
8 EMPLOYEE TRAINING

8.1 Contractor shall train all employees (including subcontractors) assigned to perform the required services.

8.2 Contractor's employee training shall be at no cost to SVP.

8.3 Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for SVP understand how to safely inspect, maintain, and repair systems as required for their respective positions.
9 PROFESSIONAL BEHAVIOR

9.1 Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

9.2 Contractor's employees shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

9.3 Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the SVP's instructions.

9.4 Contractor's employees shall be all times polite and courteous in their dealings with SVP staff and members of the public, treating them with patience and respect.

9.5 Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

9.6 Contractor shall submit any complaints received against it to the City immediately.

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

OocuS!gn Envelope ID: 1BB29246-CB06-4085-AEFA-17C639C5EA03

EXHIBIT B

SCHEDULE OF FEES
1 MAXIMUM COMPENSATION
The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall be the amount specified in Section 6 (COMPENSATION AND PAYMENT) of the Agreement.
2 RATES

2.1 City shall pay Contractor in accordance with the rates specified in Exhibit B-1 - Hourly Rates attached and incorporated by reference:

2.2 Contractor shall perform the services listed above, as needed, during business hours (M-F 9:00am to 5:00pm).

2.3 All services shall be quoted and authorized using the Purchase Order process outlined in Exhibit A, Section 3 - Project Quotes and Authorization of Work

2.4 Rates shall remain fixed for the initial two years of the Agreement. After the initial two years Contractor may request adjustments to the compensation rates no more than annually

2.4.1 The Contractor must demonstrate to the satisfaction of the City that a price increase is warranted.

2.4.2 City approval or denial of the requested rate adjustment will be provided in writing (e-mail acceptable).
3 REIMBURSABLE EXPENSES

3.1 Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions.

3.2 Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services and that such expenses aren't included in fixed or hourly rates.

3.3 The following expenses shall be reimbursable by City.

3.3.1 Travel-related expenses (mileage, lodging, meals, etc.);

3.3.1.1 Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General
Agreement with TRC Solutions lnc./Exhibit B-Schedule of Fees Rev, 07-01-18

DocuSign Envelope ID: 1 BB29246-GB06-4085-AEFA-17C639C5EA03 Services Administration (GSA).
https://www.gsa.gov/travel-resources

3.3.1.2 Rental car and airfare, where required, shall be at economy class.

3.3.1.3 City shall not reimburse local travel (within Santa Clara County).

3.3.2 The rental of any specialized equipment to the extent City has preapproved, in writing, the cost of such rental.

3.3.3 The cost of mailing, shipping and/or delivery of any documents or materials on behalf of City.

3.3.4 Any other expenses expressly identified as being reimbursable.

3.4 Except as specified in this Agreement, City will reimburse these expenses at actual cost only plus 10%.

3.5 An estimate of reimbursable expenses shall be included in each quote. 4 INVOICING AND PAYMENTS

4.1 Contractor shall submit an invoice to City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

4.2 Each invoice shall include the task costs for the previous month and each invoice shall only include only work associated with a single task order or quote.

4.3 City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

4.4 If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being disputed.

4.5 If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

Agreement with TRC Solutions lnc./Exhibit B-Schedule of Fees Rev. 07-01-1B

DocuSign Envelope ID: 1BB29246-CB06-4085-AEFA-17C639C5EA03 Job Category
Power System
Studies (TRC)
Engineering (TRC)
Substation and
Transmission
Project
Management
(TRC)
Engineering
Distribution
EXHIBIT 8-1

HOURLY RA TES
Labor Classification
Manager
Principal Power System Engineer Senior
Power System Engineer
Power System Engineer
l\ssociate Power Svstem Enaineer
Manager
Principal Engineer
Senior Engineer
Engineer
l\ssociate Engineer
Lead Designer
Senior Designer
Designer
Drafter
Senior Project Manager
Project Manager
Project Coordinator
Proiect Controls Scheduler
Principal Distribution Engineer
Senior Distribution Engineer (Level IV)
Senior Distribution Engineer (Level Ill)
Distribution Engineer (Level II)
Associate Distribution Engineer (Level 1)
Level Designer
Senior Designer
Designer
Drafter/GIS Soecialist
Agreement with TRC Solutions lnc./Exhibit 8-Schedule of Fees Rev. 07-01-18
Rate
$221.55
$205.73
$184.63
$156.67
$126.60
$221.55
$191.48
$174.08
$156.67
$124.49
$162.47
$127.66
$115.00
$92.84
$191.48
$174.08
$121.33
$158.25
$169.01
$147.70
$137.55
$124.49
$115.00
$121.33
$115.00
$109.72
$92.84

DocuSign Envelope ID: 1BB29246-CB 6-4085-AEFA-17C639C5EA 3

EXHIBITC

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

Agreement with TRC Solutions, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

OocuSign Envelope ID: 1 BB29246-CB06-4085-AEFA-17C639C5EA03 B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS' COMPENSATION

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

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

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, Agreement with TRC Solutions, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

DocuSign Envelope ID: 1B829246-CB06-4085-AEFA-17C639C5EA03

2. 3.
or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

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

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance Agreement with TRC Solutions, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

OocuSign Envelope ID: 1BB29246-CB06-4085-AEFA-17C639C5EA03 documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

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

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

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the Agreement with TRC Solutions, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

DocuSign Envelope ID: 18829246-CBD6-4085-AEFA-17C639C5EA03 terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 EbixWay
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with TRC Solutions, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

DocuSign Envelope ID: 1 BB29246-CB06-4085-AEFA-17C639C5EA03

EXHIBIT D

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

A. Prevailing Wage Requirements

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

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

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

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with TRC Solutions, Inc./Exhibit D-Labor Compliance Rev. 07-01-18

DocuSign Envelope JD: 1 BB29246RCB06R4085RAEFA-17C639C5EA03 payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

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

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

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

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

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

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with TRC Solutions, lnc./Exhibit D-Labor Compliance Rev. 07-01-18

DocuSign Envelope ID: 1B829246-CB06-4085-AEFA-17C639C5EA03 practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

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

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

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

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

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

Agreement with TRC Solutions, lnc./Exhibit D-Labor Compliance Rev. 07-01-18

DocuSign Envelope ID: 433E6009wE0E1-4FBA-9375w3112DE01D6D1 Ebix Insurance No. S200004640
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TRC SOLUTIONS, INC.

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TRC Solutions, Inc. a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A The Parties previously entered into an agreement entitled "Agreement for Design Professional Services Between the City of Santa Clara, CA, and TRC Solutions, Inc. dated January 26, 2023 (Agreement) for the purpose of having Contractor provide electric utility engineering services; and
B. The Parties now wish to amend the Agreement to update the scope to include the work authorization process and update the hourly rates.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 1 of the Agreement, entitled "Agreement Documents" is amended in its entirety to read as follows:
'The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference.

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Exhibit E - Sample Work Authorization Form
Amendment No. 1 to Agreement/TRC Solutions, Inc.

Rev. 10/25/19

DocuSfgn Envelope ID: 433E6009-EOE1-4FBA-9375-3112DE010601 This Agreement, including the Exhibits set forth above, contains all the agreements, representations, and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control."

2. Exhibit A - Scope of Services is hereby deleted in its entirety and replaced with the attached Exhibit A - Scope of Services - Amended January 15, 2024, which is hereby incorporated into the Agreement.

3. Exhibit B - Schedule of Fees is deleted in its entirety and replaced with the attached Exhibit B - Compensation and Fee Schedule - Amended January 15, 2024, which is hereby incorporated into the Agreement.

4. Exhibit E - Sample Work Authorization is hereby attached and incorporated by reference.

5. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control. (SIGNATURES ON FOLLOWING PAGE)
Amendment No. 1 to AgreemenUTRC Solutions, Inc.

Rev. 10/25/2019

OocuSign Envelope ID: 433E6009-E0E1-4FBA-9375-3112DE01 D6D1 The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as I~.
~OGINS
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
TRC SOLUTIONS, INC.
a California corporation
Dated: 1/29/2024
By (Signature): (! .....
0 J'...,,::~::j..__.'.'~~l"Ji=ka~----- 1------
Name: E'.ctward Myszka
Title: President, Power Sector
Principal Place of 17911 Von Kaman Ave., Suite 400
Business Address: Irvine, CA 92614 ----'---------------- Em a i I Address: [email protected]
Telephone: (678) 395-1814
"CONTRACTOR"
Amendment No. 1 to AgreemenUTRC Solutions, Inc.

Rev. 10/25/2019

DocuSign Envelope ID: 433E6009-E0E1-4FBA-9375-3112DE01 D6D1 AMENDMENT NO. 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
TRC SOLUTIONS, INC.

EXHIBIT A - SCOPE OF SERVICES
AMENDED JANUARY 15, 2024
1 ELECTRIC UTILITY ENGINEERING SERVICES
Contractor shall perform electric utility engineering services including, but not limited to the following:

1.1 Maintain and update SVP's Aspen Oneliner model including developing project-specific models for Aspen Oneliner model and/or Power Flow;

1.2 Perform engineering studies including, but not limited to:

1.2.1 System impact Studies

1.2.2 Equipment capacity and rating,

1.2.3 Load calculations,

1.2.4 Coordination studies,

1.2.5 Arc-flash study,

1.2.6 Short circuit study for proposed system changes or additions to SVP's system or interconnection points including customers and Pacific Gas and Electric Company (PG&E);

1.3 Perform event and/or root cause analysis;

1.4 Perform protection coordination studies which may include SVP's electrical system as well as interconnection points with customers and PG&E;

1.5 Develop and review protective device, metering, and automation device settings and logic;

1.6 Perform Arc Flash studies using SVP recommended software;

1.7 Prepare and documenting North American Electric Reliability Corporation (NERC) compliance reports;

1.8 Review and/or prepare electrical drawings and recommend options to improve safety and reliability of SVP generation, transmission, and distribution system;

1.9 Update Protection, Control, and Automation (PCA) documents;

1.10 Providing test plans, review test reports of electrical equipment including but not limited to: relays, transformers, circuit breakers, and battery systems; Amendment No. 1 to Agreement/TRC Solutions, Inc.

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1.11 Providing engineering support for equipment commissioning and energization activities including but not limited to: design changes, and support testing as required by SVP; and

1.12 Providing on-call protection engineering support services including but not limited to: reviewing test reports of relays, transformers, and batteries; and providing test plans.

1.13 Electric Utility Operational Technology Engineering Services:

1.13.1 1.13.2

1.13.3 1.13.4

1.13.5 1.13.6

1.13.7 Support services for legacy Power Quality (PQ) system ION power logic 6.0 including: database management, system assessment, programming, and corrective actions report;
ION meter programming and configuration;
PQ system upgrade support services;
Support services for server maintenance and cyber security compliance for onsite and/or cloud solutions;
Support services for maintenance and upgrade of synchrophasor systems;
Support services for automation and control devices; and Scoping and planning services to upgrade existing multiplexer system. This includes but is not limited to: development and review of communication drawings, specifications, and recommendations to improve the system.

1.14 Owners Engineering and Project Management Services

1.14.1 Performing system analysis studies as directed by SVP including, but limited to: Short Circuit Studies; Area Coordination Studies; Planning Studies; Facilities Rating Studies; Arc Flash Studies; System Impact Studies for interconnection; Project development and system expansion studies; and Standards development studies.

1.14.2 1.14.3

1.14.4 1.14.5

1.14.6 Providing project management including but not limited to: scope development, invoicing, tracking deliverables, responding to RFl's, and financial reporting;
Substation and generation plant design services, including developing detailed engineering drawings;
Providing cost estimates for equipment;
Developing standards, procedures, operations guides, and training; and
Providing support services for construction and testing crews.

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DocuSign Envelope ID: 433E6009-E0E1-4F8A-9375-3112DE01 D6D1

1.15 Western Electricity Coordinating Council (WECC) and NERC reliability standards analysis and support services as further detailed in Section 2 of this Exhibit A
2 NERC STANDARDS

2.1 Background:

2.1.1 Silicon Valley Power (SVP) is designated as a Transmission Owner, Transmission Operator, Generator Owner, Generator Operator and Distribution Provider. The California Independent System Operator (CAISO) is SVP's Planning Coordinator,
Reliability Coordinator and Balancing Authority.

2.1.2 SVP operates equipment at 230kV and 115Kv.

2.2 Contractor will assist SVP to assure compliance with all NERC standards as they may be amended. Contractor shall remain up to date on all applicable NERC and WECC standards related to the services performed by Contractor.

The following are examples:

2.2.1 Generation: MOD-025-2, MOD-026-1, MOD-027-1, PRC-019-2, PRC-024-2, PRC-025-2, PRC-026-1 R R2-R4

2.2.2 Facilities: FAC-001-3, FAC-002-3, FAC-005-WECC-1, PRC-010-2, PRC-018-2

2.2.3 Transmission Planning: FAC-014-2, FAC-002-3, FAC-008-3, PRC006-5, TPL-001-4 or-5, TPL-007-4

2.2.4 Protection Systems: PRC-002-2, PRC-004-6, PRC-005-6, PRC019-2. PRC-024-2, PRC-023-4, PRC-026-1, PRC-027-1 3 WORK AUTHORIZATION PROCESS

3.1 Contractor acknowledges that Contractor is one of seven (7) firms selected to perform electric utility engineering services, pursuant to seven (7) separate agreements (collectively, the "electric utility engineering services").

Specific Services will be assigned as set forth below.

3.2 City does not give any guarantee to Contractor that City will select Contractor for the performance of any Work Request or any other Services.

If City selects Contractor to perform a Work Request, Contractor shall perform the services in this Exhibit A but only to the extent detailed in the Work Authorization and purchase order.

3.3 When Contractor will be required to perform services on an on- going basis, such ongoing services shall be authorized using the Work Authorization Process in this Section 2.

3.4 A Purchase Order ("Purchase Order") is a document issued by the City of Amendment No. 1 to Agreement/TRC Solutions, Inc.

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DocuS!gn Envelope JD: 433E6009-EOE1-4F8A-9375-3112DE010601 Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each Approved Work Authorization.

3.5 Work Request

3.5.1 When general consulting services are required, SVP will notify one or more contractors under contract for general Consulting services to provide a proposal for Services.

3.5.2 SVP will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).

3.6 Proposal

3.6.1 If Contractor has the required expertise and desires to submit a proposal, Contractor shall prepare and submit a proposal (Proposal) that includes:

3.6.1.1 The specific service(s) to be performed. Detail of the services should have a level of detail reflective of the scope, timeline, and cost of the specific project.

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

3.6.1.3 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule such as, but not limited to, material delays or permitting.

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

3.6.1.5 Any required drawings or documents.

3.6.1.6 A list of City responsibilities.

3.6.1.7 An itemized cost proposal showing:

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

3.6.1. 7 .2 Subcontractor costs including subcontractor DIR number where required and indicating
Amendment No. 1 to Agreement/TRC Solutions, Inc.

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DocuSlgn Envelope ID: 433E6009-EDE1-4F8A-9375-3112DE01 D6D1 prevailing wage and non-prevailing wage
services.

3.6.1.7.3 Parts/materials

3.6.1. 7 .4 Rental and/or specialty equipment

3.6.1.7.5 Reimbursable expenses, in accordance with
the limitations set forth in Exhibit B.

3.6.1.7.6 Any additional costs including, but not limited to freight, permits, fees.

3.6.1. 7. 7 Breakdown of materials and labor sufficient to calculate sales tax. Taxable and non-taxable
items shall be itemized in a manner that will
permit the City to accurately calculate sales
tax.

3.6.1.7.B Estimated total cost including sales tax.

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

3.6.1.7.10Cost for any additional equipment, parts,
materials, or services required for completion
of services as detailed in the Work Request
and in Contractor's Proposal but not reflected
in the Contractor's cost proposal shall be the
sole responsibility of the Contractor and at no
cost to the City.

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

Contractor must submit a revised Proposal to the City based upon such negotiations. The final proposal shall include a clear breakdown of materials and labor indicating taxable and nontaxable items and an estimate of sales tax.

3.7 Work Authorization:

3.7.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum
compensation in Section 6 of the Agreement, (when combined Amendment No. 1 to Agreement/TRC Solutions, Inc.

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DocuSfgn Envelope ID: 433E6009-EDE1-4FBA-9375-3112DED1 D6D1 with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.

3.7.2 To authorize work, the City and Contractor shall execute a Work Authorizations in substantially the same format as Exhibit E.

Each Work Authorization shall describe the proposed services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the proposed service and deliverables, and the compensation for the services.

3.7.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work Authorization.

3.7.4 Each Approved Work Authorization shall have a Purchase Order attached to it.

3.7.5 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase orders are issued by the Finance Department.

3.7.6 Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has executed the Work Authorization for such additional services where applicable ("Approved Work Authorization") and issued a Purchase Order.

3.8 Changes to Work Authorization:

3.8.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Approved Work Authorization or Purchase Order. Contractor shall provide the reason for the change specific to each Approved Work Authorization or
Purchase Order.

3.8.2 Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

3.8.3 In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work
Authorization or changes to line items in an Approved Work Authorization or in the Purchase Order, Contractor shall submit Amendment No. 1 to AgreementfTRC Solutions, Inc.

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DocuSign Envelope ID: 433E6009-E0E1-4F8A-9375-3112DE01 D6D1 to the City an updated Proposal for review and approval from the City in advance of performing any additional required services. The City will issue a new or amended Work
Authorization and changed Purchase Order to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the Services and be incorporated into the Services by reference.

3.8.4 Contractor shall not initiate the additional services associated with changes and the City will not compensate the Contractor until the City has executed the Work Authorization for such additional services where applicable ("Approved Work
Authorization") and issued a Purchase Order or changed
Purchase Order.

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

3.10 An Approved Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in an Approved Work Authorization - even if the Approved Work Authorization expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.

3.11 Each Approved Work Authorization and Purchase Order including those authorized prior to execution of this Amendment No. 1 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

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

3.13 The City (through the individuals listed in section 2.7.5 or, in the case of Purchase Orders, the Finance Department) may terminate an Approved Work Order or Purchase Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

3.14 Contractor shall not initiate any project assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

3.15 SVP shall not be required to pay a deposit or any other form of prepayment prior to the Contractor beginning work.

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3.16 Contractor shall not initiate services before a Work Authorization has been executed and/or Purchase Order has been issued."
4 E-BUILDER

4.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the term of this agreement.

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

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

4.4 Contractor is required to obtain all necessary training to use the software.

The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

4.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site.

Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

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

4.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

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

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

4.9.1 Correspondence

4.9.2 Meeting minutes

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

4.9.4 Requests for Information (RFl's)

4.9.5 Submittals and shop drawings

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

4.9.7 Pay applications

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

4.9.9 Pre-Task Plans (PTPs)

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

4.9.11 All official reports, such as commissioning reports

4.9.12 Notices and claims

4.9.13 Operations and maintenance manuals

4.9.14AII close-out documents, and

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

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

5.1 Unless otherwise requested and authorized by City, Contractor shall perform the services listed above, as needed, during business hours (M-F 8:00am to 5:00pm).

5.2 Any work required using overtime rates shall be identified and approved in writing by City prior to work commencing.

5.3 Contractor may be required to perform the services onsite and/or remotely. 6 REPORTING AND DOCUMENTATION

6.1 Contractor shall provide regular status updates on services performed during the term of the agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of SVP.

6.2 Required reports may include cost and schedule updates for services Contractor is providing to the City.

6.3 Additional reporting shall be indicated in the scope for specific Purchase Orders.
7 STAFFING REQUIREMENTS

7.1 The Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary to perform the required services.

7.2 Contractor shall employ only competent, skilled workers who are appropriately trained and/or licensed to perform the required services.

7.3 Contractor shall ensure the following employment standards for all employees (including subcontractors) are complied with and enforced throughout the term of this Agreement.

7.3.1 Legally authorized to work in United States.

7.3.2 Sufficiently fluent in English to: (a) comprehend the instructions of Contractor personnel; (b) offer the level of customer service established by SVP; (c) understand the safety and operating Amendment No. 1 to Agreement/TRC Solutions, Inc.

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OocuSlgn Envelope ID: 433E6009~E0E1~4F8A-9375~3112DE01O6O1 instructions on any equipment used; and (d) communicate with emergency personnel during emergencies.

7.4 Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, DOT requirements for commercial driver's license and required drug testing if applicable. 7 .5 SVP may request verification of the assigned employees' qualifications at any time. Contractor shall promptly provide such verification upon request by SVP.
7 .6 Contractor shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

7. 7 Contractor's employees and any subcontractors shall supply proper identification when requested by SVP.

7.8 Contractor shall inform SVP immediately of any change in key personnel assigned to this project.
7 .8.1 Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to SVP for review and
approval.

7.8.2 SVP shall not unreasonably withhold approval.

7.9 SVP reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel. 8 SAFETY

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

8.2 Contractor, its employees, and any subcontractors shall always act in a safe manner while on SVP property.

8.3 The Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

8.4 Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances and codes.

8.5 Contractor's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the Amendment No. 1 to Agreement/TRC Solutions, Inc.

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OocuSign Envelope ID: 433E6009-E0E1-4F8A-9375-3112DE01 D6D1 medication can potentially impair the employee's ability to perform the work safely.

8.6 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

8.7 Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.
9 EMPLOYEE TRAINING

9.1 Contractor shall train all employees (including subcontractors) assigned to perform the required services.

9.2 Contractor's employee training shall be at no cost to SVP.

9.3 Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for SVP understand how to safely inspect, maintain, and repair systems as required for their respective positions.
10 PROFESSIONAL BEHAVIOR

10.1 Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

10.2 Contractor's employees shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

10.3 Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the SVP's instructions.

10.4 Contractor's employees shall be all times polite and courteous in their dealings with SVP staff and members of the public, treating them with patience and respect.

10.5 Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

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DocuSign Envelope ID: 433E6009-EOE1-4F8A-9375-31120E01D6D1 AMENDMENT NO. 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
TRC SOLUTIONS, INC.

EXHIBIT B - COMPENSATION AND FEE SCHEDULE

AMENDED
SECTION 1. MAXIMUM COMPENSATION

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

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

SECTION 2. RATES

2.1 Rates. Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B-1 - HOURLY RATES attached and incorporated by reference.

2.2 Rates listed in Appendix B1 are fully burdened.

2.3 Rate Increase. Rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase.

Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.

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

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DocuSign Envelope ID: 433E6009-EOE1-4F8A-9375-3112DE010601 Reimbursable Expense Schedule Mark Uo
1 Subcontractor Services Not to exceed 10%

2. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.

3. The cost of photographing, printing, reproducing No Markup and/or copying any documents or materials.

4. Charges for outside services (including fees, No Markup equipment, materials, and facilities not furnished
directly by Contractor).

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

6. Allowable mileage will be charged at the prevailing No Markup IRS rate per mile.

7. Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
htt12s://www.gsa.gov/travel-resources. Airfare or rental car, where applicable shall be at economv rates.

SECTION 3. PAYMENT PROVISIONS

3.1 Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

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

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

3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B-1 are charged. Additionally, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.

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

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

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

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

3.6 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.

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

Amendment No. 1 to Agreement/TRC Solutions, Inc.

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OocuSign Envelope JD: 433E6009-EDE1-4FBA-9375-3112DE01O6O1 APPENDIX 8-1 - HOURLY RATES
Job Category Labor Classification
Power System Manager
Studies Principal Power System Engineer
Lead Power System Engineer
Senior Power System Engineer
Power System Engineer
Associate Power System
En ineer
Engineering Manager
Substation & Principal Engineer Transmission
Senior Engineer
Engineer
Associate Engineer
Lead Designer
Senior Designer
Designer
Drafter
Engineering Principal Distribution Engineer
Distribution Senior Distribution Engineer
(Level IV)
Senior Distribution Engineer
(Level Ill)
Distribution Engineer (Level 11)
Associate Distribution Engineer
(Level I)
Lead Designer
Senior Designer
Designer
Drafter/GIS Specialist
Project Senior Project Manager
Management Project Manager
Project Coordinator
Project Controls Scheduler
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Hourly Rates Hourly Rates
Effective Jan. Effective
1, 2023 thru Jan.1,2024
Dec.31,2023
$221.55 $ 233.74
$ 205.73 $ 217.04
$194.78
$ 184.63 $ 180.03
$ 156.67 $ 165.28
$ 126.60 $ 133.56
$ 221.55 $ 233.74
$191.48 $ 202.01
$ 174.08 $ 183.65
$ 156.67 $165.28
$ 124.49 $131.34
$ 162.47 $171.41
$ 127.66 $134.68
$ 115.00 $ 121.32
$ 92.84 $ 97.95
$ 169.01 $ 178.31
$ 147.70 $ 155.82
$ 137.55 $ 145.12
$ 124.49 $131.34
$115.00 $ 121.32
$ 121.33 $ 128.00
$115.00 $121.32
$ 109.72 $115.75
$ 92.84 $ 97.95
$ 191.48 $ 202.01
$ 174.08 $183.65
$ 121.33 $ 128.00
$ 158.25 $ 166.95

DocuSign Envelope ID: 433E6009-E0E1-4F8A-9375-3112DE01O6D1

EXHIBIT E

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

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No.

D Second Revised
D Other
Contractor Name/Address:

Expiration Date of Aareement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Exoected Comoletion Date:

Work Order:

Maximum Compensation of Aareement:

Previouslv Committed Funds:

Available Funds
Maximum Comoensation for this Work Authorization
Remainina Available Funds
Sufficient funds are available in Fund #:
(to be comoleted bv Citv\
Contractor Reoresentative Name /Print)
Contractor Representative Signature
Contractor Representative Sianature Date
Citv Project Manaaer Name /Print\
Authorized Citv Representative (Print\
City Representative Signature
Citv Reoresentative Sianature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Ooeratina Officer, Chief Electric Utilitv Officer
Amendment No. 1 to AgreemenUTRC Solutions, Inc.

Rev. 10/25/2019

DocuSign Envelope ID: 433E6009-EDE1-4FBA-9375-3112DE010601 PART B: SERVICES TO BE PERFORMED

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

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 4 of Exhibit A and Section 2 of Exhibit B.

Amendment No. 1 to Agreement/TRC Solutions, Inc.

Rev. 10/25/2019

DocuSign Envelope ID: 433E6009-E0E1-4F8A-9375-3112DE01O6O1

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

D No expenses are reimbursable.

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

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

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

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

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

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

Amendment No. 1 to Agreement/TRC Solutions, Inc.

Rev. 10/25/2019

DocuSign Envelope ID: 433E6009-EOE1-4F8A-9375-3112DE010601

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required.

Amendment No. 1 to AgreemenUTRC Solutions, Inc.

Rev. 10/25/2019

Ebix Insurance No. S200004640
AMENDMENT NO. 2

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TRC SOLUTIONS, INC.

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TRC Solutions, Inc. a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services, Inc., dated January 26, 2023 (Agreement) for the purpose of having Contractor provide electric utility engineering services to support Silicon Valley Power (SVP); and
B. The Agreement was previously amended by Amendment No. 1, dated February 22, 2024. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to update the hourly rates.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. APPENDIX B-1 - HOURLY RATES of the Agreement as Amended is hereby deleted in its entirely and replaced with the attached APPENDIX B-1 "HOURLY RATES -AMENDED SEPTEMBER 15, 2024, which is hereby incorporated into the Agreement as Amended.

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

Amendment No. 2 to AgreementfTRC Solutions, Inc.

Rev. 10/25/19

uu1..u:,1y11 c 11ve 1u f.1t: ,u. u r-o,un, ""-u.,..,.r. .. ,..g1,.,,r-:::,'tv:::,•uonov.::t't~vvuc The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: - ~( o_f~t-~_/ J._o_;;...~4 _ _ _ _ JJagiet taUi11 D•niel S.llln (Oct 16, 2024 10:22 POTJ
GLEN R. GOOGINS JOm~RO'i{~~
City Attorney
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
TRC SOLUTIONS, INC.
a California Corporation
Dated: 10/ 8/2024
By (Signature): [i-;_i.'='Al...,..:iili'Jk-0-____________ _ Name: cfWM'd Myszka
Title: President, Power Sector
Principal Place of 17911 Con Karman Ave., Suite 400
Business Address: _Irvine _ , CA 92614 ........_ ______________ _ Email Address: [email protected]
Telephone: (678) 395-1814
"CONTRACTOR"
Amendment No. 2 to Agreement!TRC Solutions, Inc.

Rev. 10/25/2019
Page2
APPENDIX 8-1 - HOURLY RATES
AMENDED SEPTEMBER 15, 2024
Job Category Labor Hourly Rates
Classification Effective
Dec. 1, 2020 -
Dec. 31,2022
Power System Manager $210.00
Studies Principal Power $195.00
Svstem Enoineer
Lead Power System
Enqineer
Senior Power System $175.00
Engineer
Power System $1 48.50
Enaineer
Associate Power $120.00
Svstem Enqineer
Engineering Manager $210.00
Substation & Principal Engineer $181.50 Transmission
Senior Engineer $165.00
Engineer $1 48.50
Associate Engineer $118.00
Lead Designer $154.00
Senior Designer $121.00
Designer $109.00
Drafter $88.00
Engineering Manager
Civil/Structural Principal Engineer
Senior Engineer
Engineer
Associate Engineer
Assistant Engineer
Lead Designer
Senior Designer
Designer
Drafter
Engineering Principal Distribution $160.20
Distribution Engineer
Senior Distribution $140.00
Enaineer (Level IV)
Senior Distribution $130.38
Enqineer (Level Ill)
Amendment No. 2 to AgreernentrTRC Solutions, Inc.

Rev. 10/25/2019
Hourly Rates Hourly Rates
Effective Effective
Jan. 1, 2023 - Jan. 1, 2024 -
Dec.31,2023 Dec. 31, 2024
$221 .55 $233.74
$205.73 $217.04
$194.78
$184.63 $180.03
$156.67 $165.28
$126.60 $1 33.56
$221.55 $233.74
$191.48 $202.01
$174.08 $183.65
$156.67 $165.28
$124.49 $131 .34
$162.47 $171.41
$127.66 $134.68
$115.00 $121.32
$92.84 $97.95
$233.74
$220.00
$183.65
$170.00
$133.34
$110.00
$171.41
$1 34.68
$121.32
$97.95
$169.01 $178.31
$147.70 $155.82
$137.55 $145.12
Hourly Rates
Effective
Jan. 1,2025
$246.59
$228.98
$205.49
$189.93
$174.37
$140.91
$246.59
$213.12
$193.75
$174 37
$138.56
$180.83
$142.08
$127.99
$103.33
$246.60
$232.10
$193.75
$179.35
$140.67
$116.05
$1 80.84
$142.09
$127.99
$103.24
$188.11
$164.39
$153.10

Job Category Labor Hourly Rates
Classification Effective
Dec. 1, 2020 -
Dec.31,2022
Distribution Engineer $118.00
<Level II)
Associate Distribution $109.00
Enaineer (Level I)
Lead Designer $115.00
Senior Designer $109.00
Designer $104.00
Drafter/GIS Specialist $88.00
Project Principal Project
Management Manaaer
Senior Project $181.50
Manaqer
Project Manager $165.00
Project Coordinator $115.00
Project Controls $150.00
Scheduler
Field Services Construction Manager
Senior Construction
Manaaer
Senior Testing
Commissioning
Engineer
Testing
Commissioning
Enaineer
Permit Specialist
Amendment No. 2 to AgreementrTRC Solutions, Inc.

Rev. 10/25/2019
Hourly Rates Hourly Rates Hourly Rates
Effective Effective Effective
Jan. 1, 2023 - Jan. 1, 2024 - Jan.1,2025
Dec.31,2023 Dec.31,2024
$124.49 $131.34 $138.56
$115.00 $121.32 $127.99
$121.33 $128.00 $135.04
$115.00 $121.32 $127.99
$109.72 $115.75 $122.12
$92.84 $97.95 $103.33
$270.00 $284.85
$191 .48 $202.01 $213.12
$174.00 $183.65 $193.75
$121.33 $128.00 $135.04
$158.25 $166.95 $176.14
$176.14 $185.83
$213.12 $224.84
$213.12 $224.84
$165.28 $174.37
$150.00 $158.25

Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 1 of 6 Rev. 10/25/25
Ebix Insurance No. S200004640
AMENDMENT NO. 3

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TRC SOLUTIONS, INC.

PREAMBLE
This third amendment to the agreement for design services (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TRC Solutions, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Design Professional Services Between the City of Santa Clara, California, and TRC Solutions, Inc.,” dated January 26, 2023, (Agreement) for the purpose of having Contractor provide electric utility engineering services to support Silicon Valley Power (SVP); and
B. The Agreement was previously amended by Amendment No. 1, dated February 22, 2024, Amendment No. 2, dated October 17, 2024, 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 now wish to amend the Agreement as Amended to update the hourly rates.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Table B-1 of Exhibit B of the Agreement as Amended is hereby deleted in its entirely and replaced with the attached “Third Revised - Table B-1 - Hourly Rates,” which is hereby incorporated into the Agreement as Amended.

2. 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.

Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 2 of 6 Rev. 10/25/25
The effective date of this Amendment No.3 is the date of City’s execution of this amendment.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 3 of 6 Rev. 10/25/25
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.

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”
TRC SOLUTIONS, INC.
a California Corporation
Dated:

By (Signature):

Name: Edward Myszka
Title: President, Power Sector
Principal Place of
Business Address:
17911 Con Karman Ave., Suite 400
Irvine, CA 92614
Email Address: [email protected]
Telephone: (678) 395-1814
“CONTRACTOR”
Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 3/16/2026 | 2:54 PM PDT
3/17/2026 | 11:00 AM PDT
@ocuSigned by:
tLJJ t)Y'/ ~S'J~ "'2-i'-Eei'&ti"'I-.- ..--------------
Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 4 of 6 Rev. 10/25/25
THIRD REVISED - APPENDIX B1 TO EXHIBIT B
RATES
Job Category Labor Classification
Hourly
Rates
Effective
Jan. 1, 2026
Thru Dec.
31, 2026
Hourly Rates
Effective Jan.
1, 2027
Power System
Studies
Manager $260.15 $274.47
Principal Power System Engineer $241.57 $254.86
Lead Power System Engineer $216.79 $228.72
Senior Power System Engineer $200.38 $211.40
Power System Engineer $183.97 $194.08
Associate Power System Engineer $148.66 $156.84
Engineering
Substation &
Transmission
Manager $260.15 $274.47
Principal Engineer $224.85 $237.21
Senior Engineer $204.41 $215.65
Engineer $183.97 $194.08
Associate Engineer $146.18 $154.22
Lead Designer $190.78 $201.27
Senior Designer $149.90 $158.14
Designer $135.03 $142.46
Drafter $109.02 $115.01
Engineering
Civil/Structural
Manager $260.16 $274.47
Principal Engineer $244.87 $258.33
Senior Engineer $204.41 $215.65
Engineer $189.21 $199.62
Associate Engineer $148.41 $156.57
Assistant Engineer $122.43 $129.17
Lead Designer $190.78 $201.28
Senior Designer $149.90 $158.15
Designer $135.03 $142.46
Drafter $109.02 $115.02
Engineering
Distribution
Principal Distribution Engineer $198.46 $209.37
Senior Distribution Engineer (Level IV) $173.44 $182.97 Senior Distribution Engineer (Level Ill) $161.52 $170.40 Distribution Engineer (Level II) $146.18 $154.22
Associate Distribution Engineer (Level I) $135.03 $142.46 Lead Designer $142.46 $150.30
Senior Designer $135.03 $142.46
Designer $128.84 $135.92
Drafter/GIS Specialist $109.02 $115.01
Project Management Principal Project Manager $300.52 $317.05 Senior Project Manager $224.85 $237.21
Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 5 of 6 Rev. 10/25/25
Project Manager $204.41 $215.65
Project Coordinator $142.46 $150.30
Project Controls Scheduler $185.82 $196.04
Field Services
Construction Manager $196.05 $206.83
Senior Construction Manager $237.21 $250.25
Senior Testing Commissioning Engineer $237.21 $250.25
Testing Commissioning Engineer $183.96 $194.08
Land/ROW Services
Project Manager $193.75 $204.41
Permit Specialist $158.25 $166.95
Land Agent, Project Coordinator $135.04 $142.47
Drafter, Document Specialist $103.33 $109.01
THIRD REVISED - APPENDIX B-1 - HOURLY RATES
Job Category Labor Classification
Hourly
Rates
Effective
Dec. 1,
2020
Thru
Dec. 31,
2022
Hourly
Rates
Effective
Jan. 1,
2023
Thru
Dec. 31,
2023
Hourly
Rates
Effective
Jan. 1,
2024
Thru
Dec. 31,
2024
Hourly
Rates
Effective
Jan. 1,
2025
Thru
Dec. 31,
2025
Power System
Studies
Manager $210.00 $221.55 $233.74 $246.59
Principal Power System Engineer $195.00 $205.73 $217.04 $228.98 Lead Power System Engineer $194.78 $205.49
Senior Power System Engineer $175.00 $184.63 $180.03 $189.93 Power System Engineer $148.50 $156.67 $165.28 $174.37
Associate Power System Engineer $120.00 $126.60 $133.56 $140.91 Engineering
Substation &
Transmission
Manager $210.00 $221.55 $233.74 $246.59
Principal Engineer $181.50 $191.48 $202.01 $213.12
Senior Engineer $165.00 $174.08 $183.65 $193.75
Engineer $148.50 $156.67 $165.28 $174.37
Associate Engineer $118.00 $124.49 $131.34 $138.56
Lead Designer $154.00 $162.47 $171.41 $180.83
Senior Designer $121.00 $127.66 $134.68 $142.08
Designer $109.00 $115.00 $121.32 $127.99
Drafter $88.00 $92.84 $97.95 $103.33
Engineering
Civil/Structural
Manager $233.74 $246.60
Principal Engineer $220.00 $232.10
Senior Engineer $183.65 $193.75
Engineer $170.00 $179.35
Associate Engineer $133.34 $140.67
Assistant Engineer $110.00 $116.05
Lead Designer $171.41 $180.84
Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 Amendment No. 3 to Agreement/TRC Solutions, Inc. Page 6 of 6 Rev. 10/25/25
Senior Designer $134.68 $142.09
Designer $121.32 $127.99
Drafter $97.95 $103.24
Engineering
Distribution
Principal Distribution Engineer $160.20 $169.01 $178.31 $188.11 Senior Distribution Engineer (Level IV) $140.00 $147.70 $155.82 $164.39 Senior Distribution Engineer (Level Ill) $130.38 $137.55 $145.12 $153.10 Distribution Engineer (Level II) $118.00 $124.49 $131.34 $138.56 Associate Distribution Engineer (Level I) $109.00 $115.00 $121.32 $127.99 Lead Designer $115.00 $121.33 $128.00 $135.04
Senior Designer $109.00 $115.00 $121.32 $127.99
Designer $104.00 $109.72 $115.75 $122.12
Drafter/GIS Specialist $88.00 $92.84 $97.95 $103.33
Project
Management
Principal Project Manager $270.00 $284.85
Senior Project Manager $181.50 $191.48 $202.01 $213.12
Project Manager $165.00 $174.00 $183.65 $193.75
Project Coordinator $115.00 $121.33 $128.00 $135.04
Project Controls Scheduler $150.00 $158.25 $166.95 $176.14 Field Services
Construction Manager $176.14 $185.83
Senior Construction Manager $213.12 $224.84
Senior Testing Commissioning Engineer $213.12 $224.84
Testing Commissioning Engineer $165.28 $174.37
Permit Specialist $150.00 $158.25
Docusign Envelope ID: 2C65ED2D-839D-48C1-994F-96DAC25836D0 Agreement with Electric Power Engineers, LLC Page 1 of 36 Rev. 12-1-2025
EBIX Insurance No. S200005661

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ELECTRIC POWER ENGINEERS, LLC

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

RECITALS
A. City desires to secure the services (“Services”) more fully described in this Agreement, in Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 2 of 36 Rev. 12-1-2025
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 1, 2025, and terminate on November 30, 2030 (“Initial Term”).

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional years through November 30, 2031 (“Option Periods”) in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as “Term”.

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

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

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

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

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

Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 3 of 36 Rev. 12-1-2025
B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 4 of 36 Rev. 12-1-2025
benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement. Contractor has full rights to manage its workers, contractors and or employees in their performance of Services.

Contractor shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 5 of 36 Rev. 12-1-2025
City, which state the persons are not employees of the City, and such persons are required to immediately report to Contractor any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.

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

Contractor will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

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

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

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 7 of 36 Rev. 12-1-2025
Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 8 of 36 Rev. 12-1-2025
Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 10 of 36 Rev. 12-1-2025
any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to the Services.

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

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

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 11 of 36 Rev. 12-1-2025
any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

D. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor shall be fully responsible according to the terms of this section.

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

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

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

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

Electric Power Engineers, LLC
Attention: Hugo E. Mena, P.E., Chief Growth Officer
Austin, TX 78735
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
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”

ELECTRIC POWER ENGINEERS, LLC
a Delaware Limited Liability Company
Dated:

By (Signature):

Name: Hugo E. Mena, P.E.

Title: Chief Growth Officer
Principal Place of
Business Address:
5301 Southwest Pkwy, Suite 150
Austin TX, 78738
Email Address: [email protected]
Telephone: (512) 382-6700
“CONTRACTOR”
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EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL........................................................................................... 17 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 17 SECTION 3. SPECIFIC REQUIREMENTS.............................................................. 18 SECTION 4. REPORTS........................................................................................... 18 SECTION 5. COMPLETION OF SERVICES ........................................................... 19 SECTION 6. SCHEDULING AND PLANNING........... Error! Bookmark not defined.

SECTION 7. SERVICE REQUEST.......................................................................... 19 SECTION 8. WORKMANSHIP................................................................................. 21 SECTION 9. PERMITS AND LICENSES................................................................. 22 SECTION 10. WARRANTY ......................................... Error! Bookmark not defined.

SECTION 11. CITY FURNISHED MATERIALS........... Error! Bookmark not defined.

SECTION 12. WORK AREA........................................ Error! Bookmark not defined.

SECTION 13. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS ...... Error! Bookmark not defined.

SECTION 14. DISPOSAL OF WASTE AND SCRAPS Error! Bookmark not defined.

SECTION 15. SAFETY.............................................................................................. 22 SECTION 16. INJURY/PROPERTY DAMAGE.......................................................... 23 SECTION 17. CONTRACTOR PERSONNEL............................................................ 23 SECTION 18. E-BUILDER......................................................................................... 25 SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHTError! Bookmark not defined.

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SECTION 1. BACKGROUND

1.1 The City of Santa Clara’s electric utility, Silicon Valley Power (SVP) is currently limited in the amount of additional electric load that can be supported by its existing distribution and transmission infrastructure.

1.2 As a result of growing electric demand, SVP requires increased support in the areas of transmission and distribution system analysis, transmission and/or distribution system planning, and interconnection analysis to examine potential system upgrades or rearrangements.

SECTION 2. GENERAL

2.1 Subject to Section 7, Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to perform engineering support services (“Services”). These services are limited to technical and support functions. Any work such as the preparation or approval of stamped plans, engineering designs performed under responsible charge, construction project management, land surveying, or other professional engineering services are outside the scope of this Agreement and are provided under separate agreements maintained by the City.

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

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

2.4 To the extent not inconsistent with this Agreement, the City’s RFP-23-24-73 (including subsequent updates) and Contractor’s proposal response dated March 28, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

SECTION 3. SERVICES TO BE PERFORMED
Contractor will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 7.

3.1 Commissioning and Testing Support
Testing Support

3.1.1.1 Develop test plans; and,

3.1.1.2 Review and approve test results.

Commissioning Services
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3.1.1 3.1.2
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3.1.2.1 Develop commissioning plans; and

3.1.2.2 Review and approve commissioning results.

Factory Acceptance/Witness Testing

3.1.3.1 Perform equipment factory inspections at 85% equipment manufacturing level to ensure supplier compliance with SVP specifications;

3.1.3.2 Perform equipment 100% level factory inspection; and

3.1.3.3 Perform factory acceptance testing.

SECTION 4. SPECIFIC REQUIREMENTS

4.1 Contractor shall be responsible for providing the following, as required for the Services:

Supervision and administrative support
Program and project management services
Scheduling and logistical planning
Subcontractor management
SECTION 5. REPORTS

5.1 Service Reports
Within seven (7) days after written final acceptance by the City of Services, Contractor shall provide a report to the City, which shall include the following information:

5.1.1.1 Description of the Services performed (e.g., project scheduling, testing, analysis)

5.1.1.2 Summary of existing conditions observed during performance of Services

5.1.1.3 Any information that may be requested by the City.

5.2 Status Reports
Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

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3.1.3 4.1.1

4.1.2 4.1.3

4.1.4 5.1.1

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City may, at its sole discretion, require Contractor to provide status updates daily, weekly, or monthly at the direction of City.

5.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 6. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site is restored to its condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 7. SERVICE REQUEST

7.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 7. The City does not guarantee that any specific service will be authorized under this Agreement. This Section 7 contains the process for awarding Services under a master agreement process.

7.2 When the City requires services, City will notify contractor(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request).

7.3 Contractor shall prepare and submit a written proposal (Proposal). Contractor’s Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.4 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.

7.5 Authorization of Work; Issuance of Purchase Order
If there are multiple firms, the City will select a contractor proposal based on evaluation/award criteria established by the City. If City accepts Contractor’s proposal, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

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5.2.2 7.5.1
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Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fails to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

7.6 Additional Services or Modifications:

Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.

If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7.2.

Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

7.7 Immediate Need / Interim Work Orders
The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

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7.5.2 7.5.3

7.6.1 7.6.2

7.6.3 7.6.4

7.7.1 Agreement with Electric Power Engineers, LLC Page 21 of 36 Rev. 12-1-2025

7.7.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.7.1.2 In the event work is required to maintain a critical City function or project schedule.

Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement.

The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the term of this Agreement.

If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

7.8 A Purchase Order must be consistent with – and cannot alter - the terms and conditions of this Agreement.

7.9 The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Purchase Order, and the City’s RFP-23- 24-73 (including subsequent updates) and Contractor’s proposal response dated March 28, 2024, even if those documents state otherwise. If any terms and conditions conflict of those documents with the Agreement, any conflicting terms are invalid and unenforceable. The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, (3) Proposal, and (4) the City’s RFP-23-24-73 (including subsequent updates) and (5) Contractor’s proposal response dated March 28, 2024.

7.10 The City may terminate a Purchase Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

8.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC

7.7.2 7.7.3

7.7.4 Agreement with Electric Power Engineers, LLC Page 22 of 36 Rev. 12-1-2025
performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

SECTION 9. PERMITS AND LICENSES

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

SECTION 10. SAFETY

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

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

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

10.4 As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

10.5 Where applicable, Contractor must comply with all site-specific safety requirements and procedures, including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE). Contractor must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

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

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10.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 12) and Contractor employees.

SECTION 11. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 12. CONTRACTOR PERSONNEL

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

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

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

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

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

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12.2.1 12.2.2

12.2.3 12.2.4
Agreement with Electric Power Engineers, LLC Page 24 of 36 Rev. 12-1-2025

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

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

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

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

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

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

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

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

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

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

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

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12.3.1 12.3.2

12.3.3 12.3.4

12.3.5 12.4.1

12.4.2 Agreement with Electric Power Engineers, LLC Page 25 of 36 Rev. 12-1-2025
In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 13. E-BUILDER

13.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

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

13.3 E-builder Training. Contractor is required to obtain all necessary training to use the e-builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

13.4 Connectivity to e-Builder. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

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

13.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned. Contractor is responsible for managing, tracking, and documenting the Services as provided in each Purchase Order and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

13.6 Format of Project Documents. In addition to submittal of documents through eBuilder, at the City’s sole discretion, the City may require Contractor to submit documents in hard copy format, or both electronic and hard copy format.

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12.4.3 Agreement with Electric Power Engineers, LLC Page 26 of 36 Rev. 12-1-2025

13.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to the eBuilder website. Contractor shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

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

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

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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

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

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

SECTION 2. RATES

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

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

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first two (2) years of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix B1, Contractor shall submit a written Proposal in response to the City’s Work Request. The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

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

2.5 Labor Union or Prevailing Wage Adjustments
If Contractor’s employees are covered by a collective bargaining agreement or prevailing wage determination that results in an increase in mandatory labor wages during the term Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 28 of 36 Rev. 12-1-2025
of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

SECTION 3. REIMBURSABLE EXPENSES
Contractor may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 7.3 of Exhibit A, including issuance of a Purchase Order, (4) Contractor submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment, and services (including subcontractor fees, equipment,
rental equipment, materials, and facilities not
furnished directly by Contractor).

No Markup

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. for business related
travel. However, Contractor must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging, and related per
diem will not exceed the rates outlined by United
States General Services Administration (GSA)
https://www.gsa.gov/travel-resources.

Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be reimbursed at
economy rates.

No Markup
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Reimbursable Expense Schedule Mark Up
Meals: Contractor may request reimbursement either
as a meal per diem or for actual meal expenses, up
to the applicable GSA per diem rate. When claiming
per diem, receipts are not required. However, when
claiming actual meal expenses, itemized receipts are
required, and reimbursement shall not exceed the
applicable GSA rate for each meal. If the Contractor
pays its employees a per diem rate lower than the
GSA rate, the Contractor may not charge the City for
any difference between the amount paid and the
GSA rate.

Lodging: Lodging costs shall be reimbursed at actual
cost, not to exceed the applicable GSA lodging rate.

Itemized lodging receipts are required for
reimbursement.

If Contractor elects to use corporate housing, a
personal residence, or a relative’s home in lieu of
commercial lodging during the project engagement,
written authorization from the City is required. Upon
such authorization, the City shall reimburse
Contractor for housing costs up to fifty percent (50%)
of the applicable GSA lodging per diem rate for the
project location. This reimbursement shall be
provided in lieu of hotel lodging costs and shall not
exceed the actual amount incurred, if any. Contractor
shall certify in writing that no other lodging
reimbursement is being claimed for the same period.

6. Other travel expenses such as taxi, parking, and tolls. No Markup

7. Contractor may provide tips or gratuities only in
accordance with standard business practices and in
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged to
the City unless expressly authorized in writing. Any
non-customary gratuities or tips exceeding this cap
shall be the sole responsibility of the Contractor and
shall not be reimbursable by the City.

No Markup

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
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SECTION 4. PAYMENT PROVISIONS

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

The invoice must include the following information:

Invoice Number, Purchase Order Number, and Invoice Period.

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

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

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

Invoices must include the following information:

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

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

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

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

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

4.4 Payment Limited to Satisfactory Work.

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

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4.1.1 4.1.2

4.1.3 4.2.1

4.2.2 4.2.3
Agreement with Electric Power Engineers, LLC Page 31 of 36 Rev. 12-1-2025

4.5 Certified Payroll
When applicable, Contractor and all subcontractors shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

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

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

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

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APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE

LABOR CLASSIFICATION FULLY BURDENDED HOURLY RATES
Sr. Expert Project Advisor $375
Expert Project Advisor $375
Subject Matter Expert $350
Principal Engineer III $325
Principal Engineer II $290
Principal Engineer I $265
Senior Engineer III $240
Senior Engineer II $220
Senior Engineer I $210
Staff Engineer III $195
Senior GIS Analyst $150
Staff Engineer II $170
Staff Engineer I $150
Design Engineer III $130
Design Engineer II $110
GIS Analyst / Drafter $105
Design Engineer I $95
Administrative $90
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EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 34 of 36 Rev. 12-1-2025
and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

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

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

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

3. Cancellation.

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

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

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

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

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

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Agreement with Electric Power Engineers, LLC Page 36 of 36 Rev. 12-1-2025
provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Docusign Envelope ID: DB896F4D-B524-4032-8207-7FADC1E9FF93 Docusign Envelope ID: 3CF4D09A-F679-4816-8156-69BA8254D0DC Amendment No. 1 to Agreement/Electric Power Engineers, LLC Page 1 of 4 Rev. 10/2025
Ebix Insurance No. S200005561
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ELECTRIC POWER ENGINEERS, LLC

PREAMBLE
This amendment to the agreement for services (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Electric Power Engineers, LLC, a Delaware limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services, dated February 4, 2026 (Agreement) for the purpose of having Contractor provide engineering support services; and
B. The Parties now wish to amend Exhibit A of the Agreement to include additional services..

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 3 of Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the following:

SECTION 3. SERVICES TO BE PERFORMED
Contractor will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 7.

3.1 Transmission Planning for Real-Time Operations

3.1.1 Flow and contingency analysis, to maintain reliable operation. Contractor will provide requirements for clearance conditions and support the development and documentation of operating requirements and instructions in the outage plans and operating procedures.

3.2 System Enhancement/Expansion Transmission Planning Services

3.2.1 Definition and documentation of system planning and operational criteria; Docusign Envelope ID: FB78F719-8ED9-8FD8-82EE-C2404EC94C79 Docusign Envelope ID: 6699C87E-1323-8A2D-81BE-37E8C5D2E737 Amendment No. 1 to Agreement/Electric Power Engineers, LLC Page 2 of 4 Rev. 10/2025

3.2.2 Review and performance of system planning studies including load flows, short circuit studies, voltage and stability analysis, and reactive power requirements;

3.2.3 Identification of projects and alternatives necessary to meet required planning criteria;

3.2.4 Preliminary project development to define project scope, including permitting requirements, land requirements, and preliminary construction scope which may be used by a licensed engineer to complete the project design.

3.2.5 Estimating of design and construction cost estimates (level 4);

3.2.6 Schedule development;

3.2.7 Provide basis for updating the Load Development Fee;

3.2.8 Operations planning with both short-term and long-term horizons;

3.2.9 Prepare models for the California Independent System Operator (CAISO)

3.2.10 Transmission Planning submittals, and associated regulatory requirements for meeting Transmission Planning (TP) North American Electric Reliability Corporation (NERC) that meet TPL-001-5 requirements.
https://www.nerc.com/pa/Stand/Reliability Standards/TPL-001-5.1.pdf

3.2.11 Complete affected system studies for customer interconnections.

3.3 Project Scheduler

3.3.1 Creation of a baseline schedule including design and construction in Primavera P6;

3.3.2 Monthly Primavera P6 schedule updates (.xer and PDF) and status report.

3.4 Communications Engineering (wide area network)

3.4.1 Fiber optic multiplexer replacement design and construction support, and project management;

3.4.2 Fiber optic multiplexer replacement field implementation support;

3.4.3 Support for testing and commissioning the new fiber optic multiplexer system platform;

3.4.4 Support maintenance and management of a new fiber optic multiplexer system platform;

3.4.5 Wide Area Network (WAN) design standards development; Docusign Envelope ID: FB78F719-8ED9-8FD8-82EE-C2404EC94C79 Docusign Envelope ID: 6699C87E-1323-8A2D-81BE-37E8C5D2E737 Amendment No. 1 to Agreement/Electric Power Engineers, LLC Page 3 of 4 Rev. 10/2025

3.4.6 Mesh and point-to-multipoint two-way radio communication network design and architecture; and

3.4.7 Closed loop testing of devices.

3.5 System Operations Business Planning

3.5.1 Develop Life Cycle Cost Analysis regarding any new equipment added to the existing utility system including staffing increases, increased maintenance, replacement cost and materials; and

3.5.2 Develop spare equipment strategy and inventory support for any new equipment added to the existing utility.

3.6 Commissioning and Testing Support

3.6.1Testing Support

3.6.1.1 Develop test plans; and,

3.6.1.2 Review and approve test results.

3.6.2 Commissioning Services

3.6.2.1 Develop commissioning plans; and

3.6.2.2 Review and approve commissioning results.

3.6.3 Factory Acceptance/Witness Testing

3.6.3.1 Perform equipment factory inspections at 85% equipment manufacturing level to ensure supplier compliance with SVP specifications;

3.6.3.2 Perform equipment 100% level factory inspection; and

3.6.3.3 Perform factory acceptance testing.

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

The effective date of this Amendment No. 1 is the date of City’s execution of this amendment.

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

Docusign Envelope ID: FB78F719-8ED9-8FD8-82EE-C2404EC94C79 Docusign Envelope ID: 6699C87E-1323-8A2D-81BE-37E8C5D2E737 Amendment No. 1 to Agreement/Electric Power Engineers, LLC Page 4 of 4 Rev. 10/2025

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

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

ELECTRIC POWER ENGINEERS, LLC
a Delaware Limited Liability Company
Dated:

By (Signature):

Name: Hugo E. Mena, P.E.

Title: Chief Growth Officer
Principal Place of
Business Address:
5301 Southwest Pkwy, Suite 150
Austin TX, 78738
Email Address: [email protected]
Telephone: (512) 382-6800
“CONTRACTOR”
Docusign Envelope ID: FB78F719-8ED9-8FD8-82EE-C2404EC94C79 4/29/2026
Docusign Envelope ID: 6699C87E-1323-8A2D-81BE-37E8C5D2E737 5/28/2026 | 10:52 AM PDT
Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 EBIX Insurance No. S200001367

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
FLYNN RESOURCE CONSULTANTS, INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties ("Effective Date") between the City of Santa Clara, California, a chartered California municipal corporation (City) and Flynn Resource Consultants, Inc., a California corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS
A. City desires to secure the services ("Services") more fully described in this Agreement, in Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 1, 2025, and terminate on November 30, 2030 ("Initial Term").

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional years through November 30, 2031 ("Option Periods") in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as "Term".

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

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

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

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement. Contractor has full rights to manage its workers, contractors and or employees in their performance of Services.

Contractor shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 City, which state the persons are not employees of the City, and such persons are required to immediately report to Contractor any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City's designee; (b) The person is informed they should follow instructions given by City concerning how the person's labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person's labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City's employee; or (g) The person forms a belief or opinion they are City's employee.

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

Contractor will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 B. Contractor and the City shall each hold the other's Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information.

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

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement ("Audit Period"), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor's invoices and/or records shall be made within thirty (30) days from presentation of City's findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1 %) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to the Services.

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

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

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for Agreement with Flynn Resource Consultants, Inc.

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Docusign Envelope ID: 61B8107E-EA52-4156-A782-D8FAB44A6178 any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

D. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor shall be fully responsible according to the terms of this section.

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

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

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

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

Flynn Resource
Attention: Doug Boccignone, President
5440 Edgeview Drive
Discovery Bay, CA 94505
and by e-mail at [email protected]
Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 61B8107E-EA52-4156-A782-D8FAB44A6178 The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

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

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

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
Agreement with Flynn Resource Consultants, Inc.

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Docusign Envelope ID: 61B8107E-EA52-4156-A782-D8FAB44A6178 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
=~ e,.LJi., :'EN2ff.c~t9OG I NS
City Attorney
Dated:
2/4/2026 I 1 :08 PM PST
- \J')\~Ef': 3G'RQGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
FLYNN RESOURCE CONSULTANTS, INC.
a California corporation
Dated: 12/16/2025
By (Signature): -f/i~o-0-_q_l_ {),)_-:;;-A~. -B~o-c.,_c.,_/q_n_o_n_e ___ _ Name: _D_o_u_g-.....,,__B_oc-c-ig_n_o~n-e ___ _____,_, ..... ,,_ _____ _ Title: President
Principal Place of 5440 Edgeview Drive
Business Address: Discovery Bay, CA 94505
[email protected]
Email Address: (888) 634-7509
Telephone: Doug Boccignone
"CONTRACTOR"
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EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 17 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 17 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 18 SECTION 4. REPORTS ........................................................................................... 19 SECTION 5. COMPLETION OF SERVICES ........................................................... 19 SECTION 6. SCHEDULING AND PLANNING ........... Errorl Bookmark not defined.

SECTION 7. SERVICE REQUEST .......................................................................... 19 SECTION 8. WORKMANSHIP ................................................................................. 22 SECTION 9. PERMITS AND LICENSES ................................................................. 22 SECTION 10. WARRANTY ......................................... Errorl Bookmark not defined.

SECTION 11. CITY FURNISHED MATERIALS ........... Errorl Bookmark not defined.

SECTION 12. WORK AREA ........................................ Errorl Bookmark not defined.

SECTION 13. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ...... Errorl Bookmark not defined.

SECTION 14. DISPOSAL OF WASTE AND SCRAPS Error! Bookmark not defined.

SECTION 15. SAFETY .............................................................................................. 22 SECTION 16. INJURY/PROPERTY DAMAGE .......................................................... 23 SECTION 17. CONTRACTOR PERSONNEL. ........................................................... 23 SECTION 18. E-BUILDER ......................................................................................... 25 SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHTErrorl Bookmark not defined.

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Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 SECTION 1. BACKGROUND

1.1 The City of Santa Clara's electric utility, Silicon Valley Power (SVP) is currently limited in the amount of additional electric load that can be supported by its existing distribution and transmission infrastructure.

1.2 As a result of growing electric demand, SVP requires increased support in the areas of transmission and distribution system analysis, transmission and/or distribution system planning, and interconnection analysis to examine potential system upgrades or rearrangements.

SECTION 2. GENERAL

2.1 Subject to Section 7, Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to perform engineering support services ("Services"). These services are limited to technical and support functions. Any work such as the preparation or approval of stamped plans, engineering designs performed under responsible charge, construction project management, land surveying, or other professional engineering services are outside the scope of this Agreement and are provided under separate agreements maintained by the City.

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

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

2.4 To the extent not inconsistent with this Agreement, the City's RFP-23-24-73 (including subsequent updates) and Contractor's proposal response dated March 28, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

SECTION 3. SERVICES TO BE PERFORMED
Contractor will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 7.

3.1 Transmission Planning for Real-Time Operations

3.1.1 Flow and contingency analysis, to maintain reliable operation. Contractor will provide requirements for clearance conditions and support the development and documentation of operating requirements and instructions in the outage plans and operating procedures.

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3.2 System Enhancement/Expansion Transmission Planning Services

3.2.1 Definition and documentation of system planning and operational criteria;

3.2.2 Review and performance of system planning studies including load flows, short circuit studies, voltage and stability analysis, and reactive power requirements;

3.2.3 Identification of projects and alternatives necessary to meet required planning criteria;

3.2.4 Preliminary project development to define project scope, including permitting requirements, land requirements, and preliminary construction scope which may be used by a licensed engineer to complete the project design.

3.2.5 Estimating of design and construction cost estimates (level 4 );

3.2.6 Schedule development;

3.2. 7 Provide basis for updating the Load Development Fee;

3.2.8 Operations planning with both short-term and long-term horizons;

3.2.9 Prepare models for the California Independent System Operator (CAISO)

3.2.10 Transmission Planning submittals, and associated regulatory requirements for meeting Transmission Planning (TP) North American Electric Reliability Corporation (NERC) that meet TPL-001-5 requirements.
https://www.nerc.com/pa/Stand/Reliability Standards/TPL-001-5.1.pdf

3.2.11 Complete affected system studies for customer interconnections.

SECTION 4. SPECIFIC REQUIREMENTS

4.1 Contractor shall be responsible for providing the following, as required for the Services:

4.1.1 Supervision and administrative support

4.1.2 Program and project management services

4.1.3 Scheduling and logistical planning

4.1.4 Subcontractor management
Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 SECTION 5. REPORTS

5.1 Service Reports

5.1.1 Within seven (7) days after written final acceptance by the City of Services, Contractor shall provide a report to the City, which shall include the following information:

5.1.1.1 Description of the Services performed (e.g., project scheduling, testing, analysis)

5.1.1.2 Summary of existing conditions observed during performance of Services

5.1.1.3 Any information that may be requested by the City.

5.2 Status Reports

5.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

5.2.2 City may, at its sole discretion, require Contractor to provide status updates daily, weekly, or monthly at the direction of City.

5.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 6. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site is restored to its condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 7. SERVICE REQUEST
7 .1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 7. The City does not guarantee that any specific service will be authorized under this Agreement. This Section 7 contains the process for awarding Services under a master agreement process.

7.2 When the City requires services, City will notify contractor(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request).

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 7 .3 Contractor shall prepare and submit a written proposal (Proposal). Contractor's Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.4 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.
7 .5 Authorization of Work; Issuance of Purchase Order

7.5.1 If there are multiple firms, the City will select a contractor proposal based on evaluation/award criteria established by the City. If City accepts Contractor's proposal, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.5.2 Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.
7 .5.3 Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fails to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.
7 .6 Additional Services or Modifications:

7.6.1 Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.

7.6.2 If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall Agreement with Flynn Resource Consultants, Inc.

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Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 be incorporated into the Agreement and any work described therein shall be included within the Services.
7 .6.3 If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7 .2.

7.6.4 Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

7. 7 Immediate Need / Interim Work Orders

7.7.1 The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

7. 7 .1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.7.1.2 In the event work is required to maintain a critical City function or project schedule.

7.7.2 Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.7.3 Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement.

The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the term of this Agreement.

7.7.4 If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.
7 .8 A Purchase Order must be consistent with - and cannot alter - the terms and conditions of this Agreement.
7 .9 The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Purchase Order, and the City's RFP-23- 24-73 (including subsequent updates) and Contractor's proposal response dated Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 March 28, 2024, even if those documents state otherwise. If any terms and conditions conflict of those documents with the Agreement, any conflicting terms are invalid and unenforceable. The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, (3) Proposal, and (4) the City's RFP-23-24-73 (including subsequent updates) and (5) Contractor's proposal response dated March 28, 2024.
7 .10 The City may terminate a Purchase Order for convenience with ten ( 10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

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

SECTION 9. PERMITS AND LICENSES

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

SECTION 10. SAFETY

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

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

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

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10.4 As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

10.5 Where applicable, Contractor must comply with all site-specific safety requirements and procedures, including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE). Contractor must comply with SVP's clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

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

10.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 12) and Contractor employees.

SECTION 11. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 12. CONTRACTOR PERSONNEL

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

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12.2 Staffing

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

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

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

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

12.3 Employee Training

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

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

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

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

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

12.4 Standards of Conduct

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

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

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

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

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

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

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

SECTION 13. E-BUILDER

13.1 Use of a-Builder. When required by City, Contractor shall use a-Builder for submission of data and documents to City throughout the Term. a-Builder is a web-based construction management application hosted by a-Builder, Inc. For certain projects to be defined by the City, a-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

13.2 Access to a-Builder. The City will establish the Contractor's access to a-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use eBuilder in accordance with the a-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor at any time.

13.3 E-builder Training. Contractor is required to obtain all necessary training to use the a-builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

13.4 Connectivity to a-Builder. a-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

Contractor is responsible for its own connectivity to the Internet. a-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will Agreement with Flynn Resource Consultants, Inc.

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Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 not be liable for any delays associated with Contractor's use of a-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the a-Builder system whether at the home office or job site. Under no circumstances will Contractor's use of a-Builder be grounds for a time extension or cost adjustment to a Purchase Order.

13.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the a-Builder system) by the City and the Contractor will be jointly owned. Contractor is responsible for managing, tracking, and documenting the Services as provided in each Purchase Order and to comply with the requirements of this Agreement. The City's acceptance of documentation in a-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

13.6 Format of Project Documents. In addition to submittal of documents through eBuilder, at the City's sole discretion, the City may require Contractor to submit documents in hard copy format, or both electronic and hard copy format.

13.7 Project Communication. While regular email may still be used for communication, when requested by City, a-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of a-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to theeBuilder website. Contractor shall be responsible for the validity of its information placed in a-Builder. Contractor shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

EXHIBITB

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

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

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

SECTION 2. RA TES

2.1 Rate Schedule
The rates applicable to the Services performed under this Agreement are listed in Appendix 81 (Rate Schedule), which is attached hereto and incorporated by reference.

The rates shown in Appendix 81 are fully burdened, including all costs such as labor, overhead, and profit.

2.2 Fixed Rates
The rates listed in Appendix 81 shall remain fixed for the first two (2) years of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix 81, Contractor shall submit a written Proposal in response to the City's Work Request. The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

2.4 Rate Adjustments
After the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. Annual price adjustments will be based on the percentage change in the Consumer Price Index (CPI) for all Urban Consumers (CPI-U), U.S. City Average, All Average, All Items, not seasonally adjusted, for the most recent 12-month period, as published by the Bureau of Labor Statistics (BLS). Contractor shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

2.5 Labor Union or Prevailing Wage Adjustments
If Contractor's employees are covered by a collective bargaining agreement or prevailing wage determination that results in an increase in mandatory labor wages during the term of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix 81.

SECTION 3. REIMBURSABLE EXPENSES
Contractor may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 7 .3 of Exhibit A, including issuance of a Purchase Order, (4) Contractor submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule

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

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

3. Charges for outside parts, materials, equipment, and services (including subcontractor fees, equipment,
rental equipment, materials, and facilities not
furnished directly by Contractor).

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. for business related
travel. However, Contractor must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging, and related per
diem will not exceed the rates outlined by United
States General Services Administration (GSA)
https://www.gsa.gov/travel-resources.

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025
Mark Up
No Markup
No Markup
No Markup
No Markup
No Markup

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 Reimbursable Expense Schedule
Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be reimbursed at
economy rates.

Meals: Contractor may request reimbursement either
as a meal per diem or for actual meal expenses, up
to the applicable GSA per diem rate. When claiming
per diem, receipts are not required. However, when
claiming actual meal expenses, itemized receipts are
required, and reimbursement shall not exceed the
applicable GSA rate for each meal. If the Contractor
pays its employees a per diem rate lower than the
GSA rate, the Contractor may not charge the City for
any difference between the amount paid and the
GSA rate.

Lodging: Lodging costs shall be reimbursed at actual
cost, not to exceed the applicable GSA lodging rate.

Itemized lodging receipts are required for
reimbursement.

If Contractor elects to use corporate housing, a
personal residence, or a relative's home in lieu of
commercial lodging during the project engagement,
written authorization from the City is required. Upon
such authorization, the City shall reimburse
Contractor for housing costs up to fifty percent (50%)
of the applicable GSA lodging per diem rate for the
project location. This reimbursement shall be
provided in lieu of hotel lodging costs and shall not
exceed the actual amount incurred, if any. Contractor
shall certify in writing that no other lodging
reimbursement is being claimed for the same period.

6. Other travel expenses such as taxi, parking, and tolls.

7. Contractor may provide tips or gratuities only in
accordance with standard business practices and in
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged to
the City unless expressly authorized in writing. Any
non-customary gratuities or tips exceeding this cap
shall be the sole responsibility of the Contractor and
shall not be reimbursable by the City.

8. Other reimbursable expenses with prior written
approval from the City.

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025
Mark Up
No Markup
No Markup
No Markup

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 SECTION 4. PAYMENT PROVISIONS

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

The invoice must include the following information:

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

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

4.1.3 Sufficient detail for City to verify (a) that the charges are in accordance with the Purchase Order, (b) that rates listed in Appendix 81 are charged, and (c) where applicable, hours worked can be matched to certified payroll submittals.

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

4.2.1 Invoices must include the following information:

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

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

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

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

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

4.4 Payment Limited to Satisfactory Work.

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

4.5 Certified Payroll
When applicable, Contractor and all subcontractors shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

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

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE

LABOR CLASSIFICATION FULLY BURDENDED HOURLY RATES
Principal
Managing Consultant
Senior Consultant-Power Engineer
Senior Consultant
Consultant
Associate Consultant
Analyst
Support Services
Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025
$390
$370
$360
$325
$270
$245
$180
$100

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

EXHIBITC

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178 and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

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

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

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

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

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

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

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

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

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

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Docusign Envelope ID: 6188107E-EA52-4156-A782-D8FAB44A6178

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

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

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Flynn Resource Consultants, Inc.

Rev. 12-1-2025

Agreement with Leidos Engineering LLC Page 1 of 36
Rev. 12-1-2025
EBIX Insurance No. S200004638

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

LEIDOS ENGINEERING, LLC

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties between the City of Santa Clara, California, a chartered California municipal corporation (City) and Leidos Engineering, LLC, a Delaware limited liability company. City

RECITALS
A. City desires to secure the services more fully described in this Agreement, in s
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

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

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

Exhibit A Scope of Services
Exhibit B Schedule of Fees and Payment Provisions
Exhibit C Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 ("Effective
Date")
and Contractor may be referred to individually as a "Party" or collectively as the "Parties." ("Services")
Exhibit A, entitled "Scope of Service ";
Agreement with Leidos Engineering LLC Page 2 of 36
Rev. 12-1-2025
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 1, 2025, and terminate on November 30, 2030 . B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional years through November 30, 2031
by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option

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

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

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

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

B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 ("Initial Term")
("Option Periods") in such increments as determined
Periods shall collectively be referred to as "Term".

City expressly relies upon Contractor's representations regarding its skills Agreement with Leidos Engineering LLC Page 3 of 36
Rev. 12-1-2025
C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or requirement(s) shall be followed. s failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
Contractor for all Services rendered and material provided by Contractor in accordance with AND PAYMENT
PROVISIONS The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of . Contractor shall not
be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 ordinances conflict with the City's requirements, the more stringent Contractor'
In consideration for Contractor's complete performance of Services, City shall pay Exhibit B, entitled "SCHEDULE OF FEES ,,
the maximum compensation shall be at Contractor's expense days' prior written notice to
Agreement with Leidos Engineering LLC Page 4 of 36
Rev. 12-1-2025
involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement. Contractor has full rights to manage its workers, contractors and or employees in their performance of Services.

Contractor shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Contractor any and all instances of any of the following, if they occur during the time the persons provide labor and or materials Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Agreement with Leidos Engineering LLC Page 5 of 36
Rev. 12-1-2025
to City: (a) The way a person supplies labor and or materials to City is supervised be provided; (c) The person is informed they should give City access to on-going they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they employee.

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

Contractor will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

B. Contractor and the City
in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 by City or City's designee; (b) The person is informed they should follow instructions given by City concerning how the person's labor and material are to review of the person's labor and or materials; (d) The person is informed by City are City's employee; or (g) The person forms a belief or opinion they are City's "Confidential Information" means, with respect to a Party hereto, all "Confidential," "Restricted," or "Proprietary Information" or other similar Disclosing Party or its Representatives ("Representative" is defined as any 's individually identifiable
's customer usage data and financial
shall each hold the other's Confidential Information
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Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and proposals and Purchase Orders.

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Party providing Confidential Information ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information.

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Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 at the Disclosing Party's sole cost and expense, to obtain an appropriate isclosing Party's expense, to obtain reliable assurance that Agreement with Leidos Engineering LLC Page 8 of 36
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which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Contractor'
City's
's sole cost and expense, provide such
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projects and any use of incomplete documents without specific written authorization from Contractor will be at City
to Contractor. Further, any and all liability arising out of changes made to Contractor City or persons other
than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement ( Audit Period ), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor
Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 "
's sole risk and without liability
's deliverables under this Agreement by
"
's invoices and/or records shall
be made within thirty (30) days from presentation of City's findings to Agreement with Leidos Engineering LLC Page 10 of 36
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that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. the State and other agencies with respect to the Services.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement , subcontractors,
affiliates, or persons contracting with Contractor to perform any portion of the Services and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

C. To the extent Contractor is obligated to provide health insurance coverage similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Contractor agrees to assist City in meeting City's reporting requirements to attorney's fees in providing a defense to any such claim or other action, and including claims of any kind by Contractor's employees
Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all to its employees pursuant to the Affordable Care Act ("Act") and/or any other Contractor's responsibilities under the Act.

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D. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor shall be fully responsible according to the terms of this section.

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

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

Leidos Engineering, LLC
Attention: Adam Fox, Engineering Director
1750 Presidents Street
Reston, VA 20190
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

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

21. NO USE OF CITY NAME OR EMBLEM
information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Clara, California" (" "
y with City's
"The Code of the City of Santa
Contractor's attention is called to the
Ethical Standards
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23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

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

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

26. NO CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall either Contractor or City be liable to the other for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non-operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

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

LEIDOS ENGINEERING, LLC
a Delaware limited liability company
Dated:

By (Signature):

Name: Alex Kim
Title: Contracts Manager
Principal Place of
Business Address:
1750 Presidents Street
Reston, VA 20190
Email Address: [email protected]
Telephone: (206) 695-4605
December 19, 2025
Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 2/4/2026 11 :05 PM PST
"CITY"
"CONTRACTOR"
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EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 16 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 16 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 18 SECTION 4. REPORTS ........................................................................................... 19 SECTION 5. COMPLETION OF SERVICES ........................................................... 19 SECTION 6. SCHEDULING AND PLANNING ........... Error! Bookmark not defined.

SECTION 7. SERVICE REQUEST .......................................................................... 19 SECTION 8. WORKMANSHIP................................................................................. 22 SECTION 9. PERMITS AND LICENSES ................................................................. 22 SECTION 10. WARRANTY ......................................... Error! Bookmark not defined.

SECTION 11. CITY FURNISHED MATERIALS ........... Error! Bookmark not defined.

SECTION 12. WORK AREA ........................................ Error! Bookmark not defined.

SECTION 13. ...... Error!
Bookmark not defined.

SECTION 14. DISPOSAL OF WASTE AND SCRAPS Error! Bookmark not defined.

SECTION 15. SAFETY .............................................................................................. 22 SECTION 16. INJURY/PROPERTY DAMAGE .......................................................... 23 SECTION 17. CONTRACTOR PERSONNEL ............................................................ 23 SECTION 18. E-BUILDER ......................................................................................... 25 SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHTError! Bookmark not defined.

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CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
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SECTION 1. BACKGROUND

1.1 currently
limited in the amount of additional electric load that can be supported by its existing distribution and transmission infrastructure.

1.2 As a result of growing electric demand, SVP requires increased support in the areas of transmission and distribution system analysis, transmission and/or distribution system planning, and interconnection analysis to examine potential system upgrades or rearrangements.

SECTION 2. GENERAL

2.1 Subject to Section 7, Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to perform engineering support services These services are limited to technical and support functions. Any work such as the preparation or approval of stamped plans, engineering designs performed under responsible charge, construction project management, land surveying, or other professional engineering services are outside the scope of this Agreement and are provided under separate agreements maintained by the City.

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

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

2.4 RFP-23-24-73
March
28, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

SECTION 3. SERVICES TO BE PERFORMED
Contractor will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 7.

3.1 Transmission Planning for Real-Time Operations

3.1.1 Flow and contingency analysis, to maintain reliable operation. Contractor will provide requirements for clearance conditions and support the development and documentation of operating requirements and instructions in the outage plans and operating procedures.

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 The City of Santa Clara's electric utility, Silicon Valley Power (SVP) is ("Services").

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3.2 System Enhancement/Expansion Transmission Planning Services

3.2.1 Definition and documentation of system planning and operational criteria;

3.2.2 Review and performance of system planning studies including load flows, short circuit studies, voltage and stability analysis, and reactive power requirements;

3.2.3 Identification of projects and alternatives necessary to meet required planning criteria;

3.2.4 Preliminary project development to define project scope, including permitting requirements, land requirements, and preliminary construction scope which may be used by a licensed engineer to complete the project design.

3.2.5 Estimating of design and construction cost estimates (level 4);

3.2.6 Schedule development;

3.2.7 Provide basis for updating the Load Development Fee;

3.2.8 Operations planning with both short-term and long-term horizons;

3.2.9 Prepare models for the California Independent System Operator (CAISO)

3.2.10 Transmission Planning submittals, and associated regulatory requirements for meeting Transmission Planning (TP) North American Electric Reliability Corporation (NERC) that meet TPL-001-5 requirements.
https://www.nerc.com/pa/Stand/Reliability Standards/TPL-001-5.1.pdf

3.2.11 Complete affected system studies for customer interconnections.

3.3 Project Scheduler

3.3.1 Creation of a baseline schedule including design and construction in Primavera P6;

3.3.2 Monthly Primavera P6 schedule updates (.xer and PDF) and status report.

3.4 Communications Engineering (wide area network)

3.4.1 Fiber optic multiplexer replacement design and construction support, and project management;

3.4.2 Fiber optic multiplexer replacement field implementation support;

3.4.3 Support for testing and commissioning the new fiber optic multiplexer system platform;
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3.4.4 Support maintenance and management of a new fiber optic multiplexer system platform;

3.4.5 Wide Area Network (WAN) design standards development;

3.4.6 Mesh and point-to-multipoint two-way radio communication network design and architecture; and

3.4.7 Closed loop testing of devices.

3.5 System Operations Business Planning

3.5.1 Develop Life Cycle Cost Analysis regarding any new equipment added to the existing utility system including staffing increases, increased maintenance, replacement cost and materials; and

3.5.1 Develop spare equipment strategy and inventory support for any new equipment added to the existing utility.

3.6 Commissioning and Testing Support

3.6.1 Testing Support

3.6.1.1 Develop test plans; and,

3.6.1.2 Review and approve test results.

3.6.2 Commissioning Services

3.6.2.1 Develop commissioning plans; and

3.6.2.2 Review and approve commissioning results.

3.6.3 Factory Acceptance/Witness Testing

3.6.3.1 Perform equipment factory inspections at 85% equipment manufacturing level to ensure supplier compliance with SVP specifications;

3.6.3.2 Perform equipment 100% level factory inspection; and

3.6.3.3 Perform factory acceptance testing.

SECTION 4. SPECIFIC REQUIREMENTS

4.1 Contractor shall be responsible for providing the following, as required for the Services:

4.1.1 Supervision and administrative support
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4.1.2 Program and project management services

4.1.3 Scheduling and logistical planning

4.1.4 Subcontractor management
SECTION 5. REPORTS

5.1 Service Reports

5.1.1 Within seven (7) days after written final acceptance by the City of Services, Contractor shall provide a report to the City, which shall include the following information:

5.1.1.1 Description of the Services performed (e.g., project scheduling, testing, analysis)

5.1.1.2 Summary of existing conditions observed during performance of Services

5.1.1.3 Any information that may be requested by the City.

5.2 Status Reports

5.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

5.2.2 City may, at its sole discretion, require Contractor to provide status updates daily, weekly, or monthly at the direction of City.

5.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 6. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site is restored to its condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 7. SERVICE REQUEST

7.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 7. The City does not guarantee that any specific service will be authorized under this Agreement. This Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Agreement with Leidos Engineering LLC Page 20 of 36
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Section 7 contains the process for awarding Services under a master agreement process.

7.2 When the City requires services, City will notify contractor(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request).

7.3 Contractor shall prepare and submit a written proposal (Proposal) Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.4 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.

7.5 Authorization of Work; Issuance of Purchase Order

7.5.1 If there are multiple firms, the City will select a contractor proposal based on evaluation/award criteria established by the City.
proposal, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.5.2 Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

7.5.3 Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fails to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

7.6 Additional Services or Modifications:

7.6.1 Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.

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7.6.2 If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services.

Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

7.6.3 If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7.2.

7.6.4 Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

7.7 Immediate Need / Interim Work Orders

7.7.1 The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

7.7.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.7.1.2 In the event work is required to maintain a critical City function or project schedule.

7.7.2 Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.7.3 Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement. The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the term of this Agreement.

7.7.4 If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

7.8 A Purchase Order must be consistent with and cannot alter - the terms and conditions of this Agreement.

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7.9 The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Purchase Order, -23- 24-
March 28, 2024, even if those documents state otherwise. If any terms and conditions conflict of those documents with the Agreement, any conflicting terms are invalid and unenforceable. The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, (3) Proposal, and (4 -23-24-73 (including subsequent updates) and (5) . 7.10 The City may terminate a Purchase Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

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

SECTION 9. PERMITS AND LICENSES

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

SECTION 10. SAFETY

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

10.2 Where applicable, Contractor shall perform all Services in accordance with accepted industry standards and practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National

10.3 If required by applicable law due to the nature of the Services, Contractor shall maintain a written Injury and Illness Prevention Program (IIPP) in compliance with Section 3203, Title 8 of the California Code of Regulations (CCR). The IIPP shall include specific instructions with regard to hazards unique to the employee's job Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 and the City's RFP
73 (including subsequent updates) and Contractor's proposal response dated ) the City's RFP
Contractor's proposal response dated March 28, 2024
Electrical Manufacturer's Association (NEMA), NETA, and IEEE standards.

Agreement with Leidos Engineering LLC Page 23 of 36
Rev. 12-1-2025
assignment. Contractor shall make a copy available to the City upon request and shall keep a copy accessible at the work site.

10.4 As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

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

10.6 Where applicable, must
use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing. Any required PPE and FR clothing shall be provided at the expense of Contractor.

10.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 12) and Contractor employees.

SECTION 11. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 12. CONTRACTOR PERSONNEL

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

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 SVP's clearance program for equipment safety requirements. City will provide the Contractor's employees (including any subcontractors)
Agreement with Leidos Engineering LLC Page 24 of 36
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12.2 Staffing

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

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

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

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

12.3 Employee Training

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

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

12.3.3 raining program
procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

12.3.4 Where
applicable, a
calendar year or prior to the commencement of the Services.

12.3.5 its employees.

12.4 Standards of Conduct

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

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Contractor's
Contractor's t shall follow Contractor's standard policies and Contractor shall be familiar with SVP's operating standards.

II employees are required to watch SVP's safety video once per At the City's request, Contractor shall submit copies of training records for Agreement with Leidos Engineering LLC Page 25 of 36
Rev. 12-1-2025

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

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

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

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

12.4.2 If a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement.

Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

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

SECTION 13. E-BUILDER

13.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

13.2 Access to e-Builder. The City will establish the Contractor's access to e-Builder designated users will be required to set up their computers/systems to use eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor at any time.

13.3 E-builder Training. Contractor is required to obtain all necessary training to use the e-builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

13.4 Connectivity to e-Builder. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

Contractor is responsible for its own connectivity to the Internet. eresponse time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 by providing licenses to Contractor's personnel at City's cost. The Contractor's Builder's
Contractor's use
Agreement with Leidos Engineering LLC Page 26 of 36
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system whether at the home office or job site. Under no circumstances will of e-Builder be grounds for a time extension or cost adjustment to a Purchase Order.

13.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned. Contractor is responsible for managing, tracking, and documenting the Services as provided in each Purchase Order and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

13.6 Format of Project Documents. In addition to submittal of documents through eBuilder, o submit documents in hard copy format, or both electronic and hard copy format.

13.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to the eBuilder website. Contractor shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

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

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

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at the City's sole discretion, the City may require Contractor t Agreement with Leidos Engineering LLC Page 27 of 36
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EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

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

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

SECTION 2. RATES

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

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

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first two (2) years of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix B1, Contractor shall submit a written Proposal in response to . The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

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

2.5 Labor Union or Prevailing Wage Adjustments
wage determination that results in an increase in mandatory labor wages during the term Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 the City's Work Request
If Contractor's employees are covered by a collective bargaining agreement or prevailing Agreement with Leidos Engineering LLC Page 28 of 36
Rev. 12-1-2025
of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

SECTION 3. REIMBURSABLE EXPENSES
Contractor may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 7.3 of Exhibit A, including issuance of a Purchase Order, (4) Contractor submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment, and services (including subcontractor fees, equipment,
rental equipment, materials, and facilities not
furnished directly by Contractor).

Not to exceed 10%

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. for business related
travel. However, Contractor must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging, and related per
diem will not exceed the rates outlined by United
States General Services Administration (GSA)
https://www.gsa.gov/travel-resources.

Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be reimbursed at
economy rates.

No Markup
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Reimbursable Expense Schedule Mark Up
Meals: Contractor may request reimbursement either
as a meal per diem or for actual meal expenses, up
to the applicable GSA per diem rate. When claiming
per diem, receipts are not required. However, when
claiming actual meal expenses, itemized receipts are
required, and reimbursement shall not exceed the
applicable GSA rate for each meal. If the Contractor
pays its employees a per diem rate lower than the
GSA rate, the Contractor may not charge the City for
any difference between the amount paid and the
GSA rate.

Lodging: Lodging costs shall be reimbursed at actual
cost, not to exceed the applicable GSA lodging rate.

Itemized lodging receipts are required for
reimbursement.

If Contractor elects to use corporate housing, a
commercial lodging during the project engagement,
written authorization from the City is required. Upon
such authorization, the City shall reimburse
Contractor for housing costs up to fifty percent (50%)
of the applicable GSA lodging per diem rate for the
project location. This reimbursement shall be
provided in lieu of hotel lodging costs and shall not
exceed the actual amount incurred, if any. Contractor
shall certify in writing that no other lodging
reimbursement is being claimed for the same period.

6. Other travel expenses such as taxi, parking, and tolls. No Markup

7. Contractor may provide tips or gratuities only in
accordance with standard business practices and in
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged to
the City unless expressly authorized in writing. Any
non-customary gratuities or tips exceeding this cap
shall be the sole responsibility of the Contractor and
shall not be reimbursable by the City.

No Markup

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 personal residence, or a relative's home in lieu of
Agreement with Leidos Engineering LLC Page 30 of 36
Rev. 12-1-2025
SECTION 4. PAYMENT PROVISIONS

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

The invoice must include the following information:

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

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

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

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

4.2.1 Invoices must include the following information:

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

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

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

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

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

4.4 Payment Limited to Satisfactory Work.

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

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4.5 Certified Payroll
When applicable, Contractor and all subcontractors shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

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

4.7 Payment
If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment within . 4.8 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 thirty (30) days of City's receipt of an approved invoice Agreement with Leidos Engineering LLC Page 32 of 36
Rev. 12-1-2025
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE

LABOR CLASSIFICATION FULLY BURDENDED HOURLY RATES
Project Manager 1 $130
Project Manager 2 $161
Project Manager 3 $188
Project Manager $237
Project Analyst / Scheduler $121
Project Scheduler II $153
Engineering Technician I $85
Engineering Technician II $98
Engineering Technician III $125
Engineer 1 $105
Engineer 2 $125
Engineer 3 $152
Project Engineer 1 $130
Project Engineer 2 $160
Project Engineer 3 $190
Principal Engineer $237
CAD Technician I $75
CAD Technician II $82
CAD Technician III $85
CAD Lead $95
Administrative Support $71.25
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EXHIBIT C

INSURANCE REQUIREMENTS
of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 Without limiting the Contractor's indemnification of the City, and prior to commencing any Coverage shall be on a "pay on behalf' basis with defense costs Agreement with Leidos Engineering LLC Page 34 of 36
Rev. 12-1-2025
and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C.

1. policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8

WORKERS' COMPENSATION
Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) y Workers' Compensation Act(s),
additional insureds in respect to liability arising out of Contractor's work for only and shall not be called upon to contribute with Contractor's insurance.

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Rev. 12-1-2025

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

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

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

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

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

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

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Docusign Envelope ID: 79E8E977-1451-454D-B82E-9E897ED317C8 City's approval as to adequacy of the insurance protection.

City's request, Contractor shall submit to City copies of the actual insurance John's Creek, GA 30097
Agreement with Power-Tech Engineers, Inc. Page 1 of 38
Rev. 12-1-2025
EBIX Insurance No. S200005047

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
POWER-TECH ENGINEERS, INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties between the City of Santa Clara, California, a chartered California municipal corporation (City) and Power-Tech Engineers, Inc. a Nevada corporation (Contractor).

RECITALS
A. City desires to secure the services more fully described in this Agreement, in s
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties agree that Contractor will perform the Services under the terms and conditions set forth in this Agreement.

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

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

Exhibit A Scope of Services
Exhibit B Schedule of Fees and Payment Provisions
Exhibit C Insurance Requirements
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 ("Effective
Date")
City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
("Services")
Exhibit A, entitled "Scope of Service ";
Agreement with Power-Tech Engineers, Inc. Page 2 of 38
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This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 1, 2025, and terminate on November 30, 2030 . B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional years through November 30, 2031
by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option

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

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

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 ("Initial Term")
("Option Periods") in such increments as determined
Periods shall collectively be referred to as "Term".

City expressly relies upon Contractor's representations regarding its skills Agreement with Power-Tech Engineers, Inc. Page 3 of 38
Rev. 12-1-2025
B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or requirement(s) shall be followed. s failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
Contractor for all Services rendered and material provided by Contractor in accordance with AND PAYMENT
PROVISIONS The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of . Contractor shall not
be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 ordinances conflict with the City's requirements, the more stringent Contractor'
In consideration for Contractor's complete performance of Services, City shall pay Exhibit B, entitled "SCHEDULE OF FEES ,,
the maximum compensation shall be at Contractor's expense days' prior written notice to
Agreement with Power-Tech Engineers, Inc. Page 4 of 38
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benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement. Contractor has full rights to manage its workers, contractors and or employees in their performance of Services.

Contractor shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 5 of 38
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City, which state the persons are not employees of the City, and such persons are required to immediately report to Contractor any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised be provided; (c) The person is informed they should give City access to on-going they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they employee.

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

Contractor will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 by City or City's designee; (b) The person is informed they should follow instructions given by City concerning how the person's labor and material are to review of the person's labor and or materials; (d) The person is informed by City are City's employee; or (g) The person forms a belief or opinion they are City's "Confidential Information" means, with respect to a Party hereto, all "Confidential," "Restricted," or "Proprietary Information" or other similar Disclosing Party or its Representatives ("Representative" is defined as any 's individually identifiable
's customer usage data and financial
Agreement with Power-Tech Engineers, Inc. Page 6 of 38
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B. Contractor and the City
in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and proposals and Purchase Orders.

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 shall each hold the other's Confidential Information
Party providing Confidential Information ("Disclosing Party") to the other Party ("Receiving Party") shall remain the sole owner of such information.

Contractor's
Agreement with Power-Tech Engineers, Inc. Page 7 of 38
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Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 at the Disclosing Party's sole cost and expense, to obtain an appropriate isclosing Party's expense, to obtain reliable assurance that Agreement with Power-Tech Engineers, Inc. Page 8 of 38
Rev. 12-1-2025
Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Contractor'
City's
's sole cost and expense, provide such
Agreement with Power-Tech Engineers, Inc. Page 9 of 38
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C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City
to Contractor. Further, any and all liability arising out of changes made to Contractor City or persons other
than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement ( Audit Period ), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor
Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 "
's sole risk and without liability
's deliverables under this Agreement by
"
's invoices and/or records shall
be made within thirty (30) days from presentation of City's findings to Agreement with Power-Tech Engineers, Inc. Page 10 of 38 Rev. 12-1-2025
any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. the State and other agencies with respect to the Services.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement , subcontractors,
affiliates, or persons contracting with Contractor to perform any portion of the Services and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

C. To the extent Contractor is obligated to provide health insurance coverage similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Contractor agrees to assist City in meeting City's reporting requirements to attorney's fees in providing a defense to any such claim or other action, and including claims of any kind by Contractor's employees
Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all to its employees pursuant to the Affordable Care Act ("Act") and/or any other Agreement with Power-Tech Engineers, Inc. Page 11 of 38 Rev. 12-1-2025
any penalties, fines, adverse rulings, or tax payments associated with D. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor shall be fully responsible according to the terms of this section.

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

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

Power-Tech Engineers, Inc.

Attention: Victor M. Rojas, P.E.
355 S. Lemon Ave., Suite A
Walnut, CA 91789
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Contractor's responsibilities under the Act.

Neither City's review, acceptance
Agreement with Power-Tech Engineers, Inc. Page 12 of 38 Rev. 12-1-2025

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

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

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

21. NO USE OF CITY NAME OR EMBLEM
information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Clara, California" (" "
y with City's
"The Code of the City of Santa
Contractor's attention is called to the
Ethical Standards
Contractor shall not use City's name, insignia, or emblem, or distribute any Agreement with Power-Tech Engineers, Inc. Page 13 of 38 Rev. 12-1-2025

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

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

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 14 of 38 Rev. 12-1-2025
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
POWER-TECH ENGINEERS, INC.

Dated:

By (Signature):

Name: Victor M. Rojas, P.E.

Title: President/Lead Engineer
Principal Place of
Business Address:
355 S. Lemon Ave., Suite A
Walnut, CA 91789
Email Address: [email protected]
Telephone: (909) 595-5314 ext. 102
12/9/25
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 2/4/2026112:58 PM PST
"CITY"
:or M. Rojas, P.E.
"CONTRACTOR"
Agreement with Power-Tech Engineers, Inc. Page 15 of 38 Rev. 12-1-2025

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 17 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 17 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 19 SECTION 4. REPORTS ........................................................................................... 20 SECTION 5. COMPLETION OF SERVICES ........................................................... 20 SECTION 6. SCHEDULING AND PLANNING ........... Error! Bookmark not defined.

SECTION 7. SERVICE REQUEST .......................................................................... 20 SECTION 8. WORKMANSHIP................................................................................. 23 SECTION 9. PERMITS AND LICENSES ................................................................. 23 SECTION 10. WARRANTY ......................................... Error! Bookmark not defined.

SECTION 11. CITY FURNISHED MATERIALS ........... Error! Bookmark not defined.

SECTION 12. WORK AREA ........................................ Error! Bookmark not defined.

SECTION 13. ...... Error!
Bookmark not defined.

SECTION 14. DISPOSAL OF WASTE AND SCRAPS Error! Bookmark not defined.

SECTION 15. SAFETY .............................................................................................. 23 SECTION 16. INJURY/PROPERTY DAMAGE .......................................................... 24 SECTION 17. CONTRACTOR PERSONNEL ............................................................ 24 SECTION 18. E-BUILDER ......................................................................................... 26 SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHTError! Bookmark not defined.

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5

CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
Agreement with Power-Tech Engineers, Inc. Page 16 of 38 Rev. 12-1-2025
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 17 of 38 Rev. 12-1-2025
SECTION 1. BACKGROUND

1.1 currently
limited in the amount of additional electric load that can be supported by its existing distribution and transmission infrastructure.

1.2 As a result of growing electric demand, SVP requires increased support in the areas of transmission and distribution system analysis, transmission and/or distribution system planning, and interconnection analysis to examine potential system upgrades or rearrangements.

SECTION 2. GENERAL

2.1 Subject to Section 7, Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to perform engineering support services These services are limited to technical and support functions. Any work such as the preparation or approval of stamped plans, engineering designs performed under responsible charge, construction project management, land surveying, or other professional engineering services are outside the scope of this Agreement and are provided under separate agreements maintained by the City.

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

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

2.4 RFP-23-24-73
March
28, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

SECTION 3. SERVICES TO BE PERFORMED
Contractor will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 7.

3.1 Transmission Planning for Real-Time Operations

3.1.1 Flow and contingency analysis, to maintain reliable operation. Contractor will provide requirements for clearance conditions and support the development and documentation of operating requirements and instructions in the outage plans and operating procedures.

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 The City of Santa Clara's electric utility, Silicon Valley Power (SVP) is ("Services").

To the extent not inconsistent with this Agreement, the City's (including subsequent updates) and Contractor's proposal response dated Agreement with Power-Tech Engineers, Inc. Page 18 of 38 Rev. 12-1-2025

3.2 System Enhancement/Expansion Transmission Planning Services

3.2.1 Definition and documentation of system planning and operational criteria;

3.2.2 Review and performance of system planning studies including load flows, short circuit studies, voltage and stability analysis, and reactive power requirements;

3.2.3 Identification of projects and alternatives necessary to meet required planning criteria;

3.2.4 Preliminary project development to define project scope, including permitting requirements, land requirements, and preliminary construction scope which may be used by a licensed engineer to complete the project design.

3.2.5 Estimating of design and construction cost estimates (level 4);

3.2.6 Schedule development;

3.2.7 Provide basis for updating the Load Development Fee;

3.2.8 Operations planning with both short-term and long-term horizons;

3.2.9 Prepare models for the California Independent System Operator (CAISO)

3.2.10 Transmission Planning submittals, and associated regulatory requirements for meeting Transmission Planning (TP) North American Electric Reliability Corporation (NERC) that meet TPL-001-5 requirements.
https://www.nerc.com/pa/Stand/Reliability Standards/TPL-001-5.1.pdf

3.2.11 Complete affected system studies for customer interconnections.

3.3 Project Scheduler

3.3.1 Creation of a baseline schedule including design and construction in Primavera P6;

3.3.2 Monthly Primavera P6 schedule updates (.xer and PDF) and status report.

3.4 Communications Engineering (wide area network)

3.4.1 Fiber optic multiplexer replacement design and construction support, and project management;

3.4.2 Fiber optic multiplexer replacement field implementation support;

3.4.3 Support for testing and commissioning the new fiber optic multiplexer system platform;
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 19 of 38 Rev. 12-1-2025

3.4.4 Support maintenance and management of a new fiber optic multiplexer system platform;

3.4.5 Wide Area Network (WAN) design standards development;

3.4.6 Mesh and point-to-multipoint two-way radio communication network design and architecture; and

3.4.7 Closed loop testing of devices.

3.5 System Operations Business Planning

3.5.1 Develop Life Cycle Cost Analysis regarding any new equipment added to the existing utility system including staffing increases, increased maintenance, replacement cost and materials; and

3.5.2 Develop spare equipment strategy and inventory support for any new equipment added to the existing utility.

3.6 Commissioning and Testing Support

3.6.1 Testing Support

3.6.1.1 Develop test plans; and,

3.6.1.2 Review and approve test results.

3.6.2 Commissioning Services

3.6.2.1 Develop commissioning plans; and

3.6.2.2 Review and approve commissioning results.

3.6.3 Factory Acceptance/Witness Testing

3.6.3.1 Perform equipment factory inspections at 85% equipment manufacturing level to ensure supplier compliance with SVP specifications;

3.6.3.2 Perform equipment 100% level factory inspection; and

3.6.3.3 Perform factory acceptance testing.

SECTION 4. SPECIFIC REQUIREMENTS

4.1 Contractor shall be responsible for providing the following, as required for the Services:

4.1.1 Supervision and administrative support
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4.1.2 Program and project management services

4.1.3 Scheduling and logistical planning

4.1.4 Subcontractor management
SECTION 5. REPORTS

5.1 Service Reports

5.1.1 Within seven (7) days after written final acceptance by the City of Services, Contractor shall provide a report to the City, which shall include the following information:

5.1.1.1 Description of the Services performed (e.g., project scheduling, testing, analysis)

5.1.1.2 Summary of existing conditions observed during performance of Services

5.1.1.3 Any information that may be requested by the City.

5.2 Status Reports

5.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

5.2.2 City may, at its sole discretion, require Contractor to provide status updates daily, weekly, or monthly at the direction of City.

5.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 6. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site is restored to its condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 7. SERVICE REQUEST

7.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 7. The City does not guarantee that any specific service will be authorized under this Agreement. This Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 21 of 38 Rev. 12-1-2025
Section 7 contains the process for awarding Services under a master agreement process.

7.2 When the City requires services, City will notify contractor(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request).

7.3 Contractor shall prepare and submit a written proposal (Proposal) Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.4 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.

7.5 Authorization of Work; Issuance of Purchase Order

7.5.1 If there are multiple firms, the City will select a contractor proposal based on evaluation/award criteria established by the City. If City accepts , the City shall issue a Purchase Order. The Purchase
Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.5.2 Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

7.5.3 Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fails to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

7.6 Additional Services or Modifications:

7.6.1 Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 . Contractor's
Contractor's proposal
Agreement with Power-Tech Engineers, Inc. Page 22 of 38 Rev. 12-1-2025
justification demonstrating that changes in cost are associated with changes in scope.

7.6.2 If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

7.6.3 If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7.2.

7.6.4 Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

7.7 Immediate Need / Interim Work Orders

7.7.1 The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

7.7.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.7.1.2 In the event work is required to maintain a critical City function or project schedule.

7.7.2 Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

7.7.3 Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement.

The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the term of this Agreement.

7.7.4 If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 23 of 38 Rev. 12-1-2025

7.8 A Purchase Order must be consistent with and cannot alter - the terms and conditions of this Agreement.

7.9 The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Purchase Order, RFP-23- 24-
March 28, 2024, even if those documents state otherwise. If any terms and conditions conflict of those documents with the Agreement, any conflicting terms are invalid and unenforceable. The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, (3) Proposal, and (4 -23-24-73 (including subsequent updates) and (5) . 7.10 The City may terminate a Purchase Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

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

SECTION 9. PERMITS AND LICENSES

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

SECTION 10. SAFETY

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

10.2 Where applicable, Contractor shall perform all Services in accordance with accepted industry standards and practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 and the City's
73 (including subsequent updates) and Contractor's proposal response dated ) the City's RFP
Contractor's proposal response dated March 28, 2024
Electrical Manufacturer's Association (NEMA), NETA, and IEEE standards.

Agreement with Power-Tech Engineers, Inc. Page 24 of 38 Rev. 12-1-2025

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

10.4 As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

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

10.6 Where applicable, must
use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing. Any required PPE and FR clothing shall be provided at the expense of Contractor.

10.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 12) and Contractor employees.

SECTION 11. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 12. CONTRACTOR PERSONNEL

12.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during the performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 SVP's clearance program for equipment safety requirements. City will provide the Contractor's employees (including any subcontractors)
Agreement with Power-Tech Engineers, Inc. Page 25 of 38 Rev. 12-1-2025
communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.

12.2 Staffing

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

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

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

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

12.3 Employee Training

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

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

12.3.3 raining program
procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

12.3.4 Where
applicable, a
per calendar year or prior to the commencement of the Services.

12.3.5 its employees.

12.4 Standards of Conduct

12.4.1 Contractor is solely responsible for its employees while on or about the work site. This includes but is not limited to, maintaining discipline, ensuring Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Contractor's
Contractor's t shall follow Contractor's standard policies and Contractor shall be familiar with SVP's operating standards.

II employees are required to watch SVP's safety video once At the City's request, Contractor shall submit copies of training records for Agreement with Power-Tech Engineers, Inc. Page 26 of 38 Rev. 12-1-2025
standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

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

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

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

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

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

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

SECTION 13. E-BUILDER

13.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

13.2 Access to e-Builder. The City will establish the Contractor's access to e-Builder designated users will be required to set up their computers/systems to use eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor at any time.

13.3 E-builder Training. Contractor is required to obtain all necessary training to use the e-builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 by providing licenses to Contractor's personnel at City's cost. The Contractor's Agreement with Power-Tech Engineers, Inc. Page 27 of 38 Rev. 12-1-2025

13.4 Connectivity to e-Builder. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

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

13.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned. Contractor is responsible for managing, tracking, and documenting the Services as provided in each Purchase Order and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Contractor's submitted information.

13.6 Format of Project Documents. In addition to submittal of documents through eBuilder, o submit documents in hard copy format, or both electronic and hard copy format.

13.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to the eBuilder website. Contractor shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Builder's
Contractor's use
Contractor's use
at the City's sole discretion, the City may require Contractor t Agreement with Power-Tech Engineers, Inc. Page 28 of 38 Rev. 12-1-2025
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 29 of 38 Rev. 12-1-2025

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

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

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

SECTION 2. RATES

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

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

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first two (2) years of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix B1, Contractor shall submit a written Proposal in response to . The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

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

2.5 Labor Union or Prevailing Wage Adjustments
wage determination that results in an increase in mandatory labor wages during the term Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 the City's Work Request
If Contractor's employees are covered by a collective bargaining agreement or prevailing Agreement with Power-Tech Engineers, Inc. Page 30 of 38 Rev. 12-1-2025
of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

SECTION 3. REIMBURSABLE EXPENSES
Contractor may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 7.3 of Exhibit A, including issuance of a Purchase Order, (4) Contractor submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment, and services (including subcontractor fees, equipment,
rental equipment, materials, and facilities not
furnished directly by Contractor).

No Markup

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. for business related
travel. However, Contractor must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging, and related per
diem will not exceed the rates outlined by United
States General Services Administration (GSA)
https://www.gsa.gov/travel-resources.

Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be reimbursed at
economy rates.

No Markup
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Reimbursable Expense Schedule Mark Up
Meals: Contractor may request reimbursement either
as a meal per diem or for actual meal expenses, up
to the applicable GSA per diem rate. When claiming
per diem, receipts are not required. However, when
claiming actual meal expenses, itemized receipts are
required, and reimbursement shall not exceed the
applicable GSA rate for each meal. If the Contractor
pays its employees a per diem rate lower than the
GSA rate, the Contractor may not charge the City for
any difference between the amount paid and the
GSA rate.

Lodging: Lodging costs shall be reimbursed at actual
cost, not to exceed the applicable GSA lodging rate.

Itemized lodging receipts are required for
reimbursement.

If Contractor elects to use corporate housing, a
commercial lodging during the project engagement,
written authorization from the City is required. Upon
such authorization, the City shall reimburse
Contractor for housing costs up to fifty percent (50%)
of the applicable GSA lodging per diem rate for the
project location. This reimbursement shall be
provided in lieu of hotel lodging costs and shall not
exceed the actual amount incurred, if any. Contractor
shall certify in writing that no other lodging
reimbursement is being claimed for the same period.

6. Other travel expenses such as taxi, parking, and tolls. No Markup

7. Contractor may provide tips or gratuities only in
accordance with standard business practices and in
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged to
the City unless expressly authorized in writing. Any
non-customary gratuities or tips exceeding this cap
shall be the sole responsibility of the Contractor and
shall not be reimbursable by the City.

No Markup

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 personal residence, or a relative's home in lieu of
Agreement with Power-Tech Engineers, Inc. Page 32 of 38 Rev. 12-1-2025
SECTION 4. PAYMENT PROVISIONS

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

The invoice must include the following information:

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

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

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

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

4.2.1 Invoices must include the following information:

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

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

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

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

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

4.4 Payment Limited to Satisfactory Work.

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 33 of 38 Rev. 12-1-2025

4.5 Certified Payroll
When applicable, Contractor and all subcontractors shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

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

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 34 of 38 Rev. 12-1-2025
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE
Labor
Classification
Fully Burdened
Hourly Rate
Billing Notes
Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 35 of 38 Rev. 12-1-2025

EXHIBIT C

INSURANCE REQUIREMENTS
Without
of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 limiting the Contractor's indemnification of the City, and prior to commencing any Coverage shall be on a "pay on behalf' basis with defense costs Agreement with Power-Tech Engineers, Inc. Page 36 of 38 Rev. 12-1-2025
and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C.

1. policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

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

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

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

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5

WORKERS' COMPENSATION
Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) y Workers' Compensation Act(s),
additional insureds in respect to liability arising out of Contractor's work for only and shall not be called upon to contribute with Contractor's insurance.

Agreement with Power-Tech Engineers, Inc. Page 37 of 38 Rev. 12-1-2025

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

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

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

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

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

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 Agreement with Power-Tech Engineers, Inc. Page 38 of 38 Rev. 12-1-2025

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

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Docusign Envelope ID: 288BE6A2-E5CC-46A6-BEEA-F034B0F55CD5 City's approval as to adequacy of the insurance protection.

City's request, Contractor shall submit to City copies of the actual insurance John's Creek, GA 30097
Design Professional Agreement with AECOM Technical Services, Inc Page 1 of 49 EBIX Insurance No. S200004639

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
AECOM TECHNICAL SERVICES, INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and AECOM Technical Services, Inc., a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. City desires to secure the design professional services (“Services”) more fully described in this Agreement, in Exhibit A, entitled “Scope of Services”; B. Consultant represents that it, and its subconsultants or subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services of the quality and type which meet objectives and requirements of the Agreement; and
C. The Parties agree Consultant will provide the Services under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance (if applicable)
Design Professional Agreement with AECOM Technical Services, Inc Page 2 of 49 This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 1, 2026 and terminate on August 31, 2031 (“Term”).

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Consultant expressly warrants that all Services covered by this Agreement shall satisfy the standard of care set forth in Section 5. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors, or omissions of Consultant. If Consultant fails to promptly correct or replace Services, City may make corrections or replace Services and charge Consultant for the cost incurred by City.

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

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

B. Consultant warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Consultant shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety; Design Professional Agreement with AECOM Technical Services, Inc Page 3 of 49 and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Consultant's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Consultant from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all Services rendered and materials provided by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials, and equipment provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Consultant to perform any of Consultant's duties or obligations or the material breach by Consultant of any of the terms and conditions set forth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Consultant's assets or of Consultant's interests Design Professional Agreement with AECOM Technical Services, Inc Page 4 of 49 hereunder. In the event of any Default by Consultant, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement. Consultant has full rights to manage its workers, contractors and or employees in their performance of Services.

Consultant shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Consultant any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to Design Professional Agreement with AECOM Technical Services, Inc Page 5 of 49 be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.

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

Consultant will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

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

Except as provided elsewhere within this Agreement, nothing contained in Design Professional Agreement with AECOM Technical Services, Inc Page 6 of 49 this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Consultant’s proposals and Purchase Orders.

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Design Professional Agreement with AECOM Technical Services, Inc Page 7 of 49 Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and Design Professional Agreement with AECOM Technical Services, Inc Page 8 of 49 injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

C. Documents and material prepared by Consultant, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City’s sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Design Professional Agreement with AECOM Technical Services, Inc Page 9 of 49 Consultant’s deliverables under this Agreement by City or persons other than Consultant, is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Consultant for the purpose of verifying any and all Consultant invoices and charges.

B. Consultant shall keep records and invoices in connection with the Services for the length of the Audit Period. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

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

Design Professional Agreement with AECOM Technical Services, Inc Page 10 of 49 E. Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to the Services.

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

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

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

D. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant shall be fully responsible according to the terms of this section.

Design Professional Agreement with AECOM Technical Services, Inc Page 11 of 49

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Consultant addressed as follows:

AECOM Technical Services, Inc.

Attention: Bob Turley
4 N. Second Street, Suite 675
San Jose, CA 95133
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended Design Professional Agreement with AECOM Technical Services, Inc Page 12 of 49 from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards
(http://santaclaraca.gov/home/showdocument?id=58299).

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

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

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

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

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

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

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

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

Consultant certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Consultant or its employees, agents, contractors, subconsultants, and subcontractors to comply with the prevailing wage laws.

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

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”
AECOM TECHNICAL SERVICES, INC.
a California corporation
Dated:

By (Signature):

Name: Robert (Bob) Turley
Title: Vice President
Design Professional Agreement with AECOM Technical Services, Inc Page 14 of 49 Principal Place of
Business Address:
4 N. Second St., Suite 675
San Jose, CA 95133
Email Address: [email protected]
Telephone: (925) 989-9797
“CONSULTANT”
Design Professional Agreement with AECOM Technical Services, Inc Page 15 of 49

EXHIBIT A

SCOPE OF SERVICES
SECTION 1. GENERAL

1.1 Consultant shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed electric utility engineering services (“Services”).

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

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

1.4 To the extent not inconsistent with this Agreement, the City’s SOQ-23-24-30 (including subsequent updates) and Consultant’s proposal response dated April 10, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

In the event of a conflict between the Agreement (including its Exhibits and the SOQ-23-24-39 or Consultant’s proposal, the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED
Consultant will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 6. The specific service area(s) authorized for a Consultant are expressly identified by checkbox(es). Only those service areas that are checked shall be considered within the Consultant’s authorized scope of services under this Agreement.

2.1 DESIGN AND CONSTRUCTION (PLAN & IMPLEMENTATION)
The following service areas within Design and Construction (Plan & Implementation) are intended to be scoped as full-service Engineer of Record design services through construction for projects with all subservices included. ☒Transmission or Distribution Line Design Services
The required services associated with full Engineer of Record transmission or distribution line design and project implementation may include, but not be limited to:

2.1.1.1 Creation of an Alternative Routes Analysis Report which must provide a determination of the most advantageous of the routing options. This report should include a summary table that

2.1.1 Design Professional Agreement with AECOM Technical Services, Inc Page 16 of 49 compares cost, schedule, and advantages/disadvantages for each alternative.

2.1.1.2 Subsurface investigation and utility potholing services, including subsurface site investigation for geotechnical report,
environmental site characterization, soil conductivity, thermal soil resistivity, and identification and location of utilities in proposed working area.

2.1.1.3 Design project management including managing project schedules and budget related to design, testing and
commissioning, and construction.

2.1.1.4 Coordination with SVP and City departments, and outside agencies as needed.

2.1.1.5 Design packages, including circuit design, structure design, construction sequence plan, outage plan coordination,
equipment sizing, all necessary electrical, civil, and structural calculations and design to support design submittals, terrestrial and/or aerial LiDAR (Light Detection and Ranging) survey for PLS CADD (Power Line System - Computer Aided Design and Draft) model, subsurface investigations for utilities, and surface structures needed to perform the overhead and underground design.

2.1.1.6 Engineering studies, including power flow using PSLF, short circuit analysis using ASPEN, CYMCAP ampacity analysis, ASPEN Line Constants modeling, mutual coupling studies, line insulation coordination for lightning and switching, and thermal soils tests and analysis.
☐ Testing and Commissioning

2.1.2.1 Environmental permitting and regulatory compliance, including preparation and filing of Federal Aviation Administration (FAA) notices. Services include preparation of Storm Water Pollution Prevention Plans, engineering documents to support SVP’s environmental requirements, and coordination with the
environmental consultant to ensure compliance with California Environmental Quality Act (CEQA), including reviews and permit applications.

2.1.2.2 Right of way easement acquisition and encroachment permitting services including providing comments and revisions made during the encroachment permit or easement review process; researching permit requirements; obtaining required permits;

2.1.2 Design Professional Agreement with AECOM Technical Services, Inc Page 17 of 49 preparing submittals and supporting documentation to permitting agencies including project descriptions, plans, and permit package applications; responding to all questions and
comments from permitting agencies; revising drawings and documents as necessary; supporting preparation of Reports to Council regarding authorization for negotiation, eminent domain actions, easement acceptance; preparing legal descriptions; preparing, creating, and mailing Notice of Intent to Apprise letters, offer letters, and Notice for Resolution of Necessity; obtaining and reviewing title reports; performing easement acquisition negotiations with property owners on behalf of SVP; preparing Purchase and Sale Agreements (PSA) using
templates from SVP; assisting with escrow process for final acquisition; and assist with any condemnation proceedings.

2.1.2.3 Material procurement support SVP, including providing bill of materials, technical specifications, and load tree drawings and reviewing and approving vendor material specifications; responding to vendors’ Requests for Information (RFIs); and conducting technical reviews of vendor materials and equipment specifications. All procurement specifications are to include rigging of equipment into place and acceptance testing.

2.1.2.4 Construction bidding support including preparing and submitting plans, specifications, and the 100% design submittal package; preparing construction cost estimate and project schedule; responding to bidder’s requests for information; informing plan holders of significant responses to RFI’s; preparing addenda; evaluating bids; preparing recommendation letter to award contract; and preparing a conformed set of documents that incorporate all addenda.

2.1.2.5 Engineering construction support including preparing for kickoff meeting; reviewing and commenting on submittals for equipment and materials procured by the construction contractor and manufacturers; attending meetings; addressing means and methods to ensure feasibility; managing field design changes; reviewing and responding to submittals; providing revised drawings; coordinating with relevant parties; and providing engineering assistance during testing and commissioning activities.

2.1.2.6 Construction management including acting as the Owner’s Engineer to the primary construction contractor and
commissioning and testing contractors; monitoring daily activities; confirming compliance with Engineer of Record (EOR) design, drawings, and specifications; coordinating planned Design Professional Agreement with AECOM Technical Services, Inc Page 18 of 49 outages; observing construction activities; coordinating materials testing; ensuring all test results are properly recorded; completing daily reports; attending weekly meetings; providing recommendations to SVP and construction contractor; reviewing work progress; inspecting completed work for acceptance; reviewing as-builts and monthly invoices; managing
commissioning and testing activities; conducting final site walk; and developing and managing punch list items.

2.1.2.7 Final testing and commissioning support may include providing full-time on-site support; verifying that all apparatuses and equipment conform to the issued specifications and drawings; ensuring completion of all FAT and SAT punch lists items; verifying full system integration and operation of all
communication devices; and confirming that the system is ready for safe energization.

2.1.2.8 Record (as-built) drawings and project closeout services include attending the final walkthrough to provide input to the final “punch list” and help determine if the work is ready for City acceptance; providing a written recommendation regarding project completion; preparing and submitting, at final completion, two (2) sets of reproducible record drawings and all X-ref files “bound” that reflect the changes to the work during construction based upon marked-up prints, drawings, and other data
furnished by the construction contractor, SVP, and other consultants; ensuring record drawings are not produced prior to in-field verification of all changes and as built conditions; ensuring that all additional sheets are properly numbered and referenced on affected drawings and included in the drawing sheet index; and providing a complete set of issued for record drawings in native and PDF format.
☒ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:

2.1.3.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.

2.1.3.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.

2.1.3 Design Professional Agreement with AECOM Technical Services, Inc Page 19 of 49

2.1.3.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.

2.1.3.4 Project management, design and preparation of Plans, Specifications, and Engineer’s Estimate (PSEE) including permitting and CEQA determinations, geotechnical
investigation, land acquisition activities, bid and construction support, record drawings, and project closeout.

2.1.3.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.

2.1.3.6 Preparation of all electrical drawings and calculations. At a minimum calculations, shall include Substation Short Circuit Duty study, breaker rating study, load flow study, arc flash study, insulation coordination study, protection and control calculations (including all settings for all relays), interface coordination, and required communications to the existing SVP system.

2.1.3.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.

2.1.3.8 Preparation of all support discipline engineering calculations.

2.1.3.9 Comprehensive grounding study in accordance with IEEE80/81.

2.1.3.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.

2.1.3.11 Onsite construction management supporting substation construction including filling daily reports; attending weekly meetings; facilitating and tracking submittals; tracking and responding to RFI’s; enforcing design compliance; performing field observations and documentation; tracking and reviewing change orders and potential change orders; providing
acceptance or denial recommendations; reviewing invoices; performing post construction inspections; developing the final punch list; ensure materials testing results are properly recorded; managing the commissioning and testing phases.

2.1.3.12 Substation testing and commissioning including 85% factory inspections at the manufacturer’s facility; performing Factory Acceptance Testing (FAT) of the control enclosure, line protection panels, and other components as requested.

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2.1.3.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and testing contractor, as needed, during commissioning and energization activities.

2.1.3.14 Preparation of enhanced Protection, Control, and Automation (PCA) documentation including communication architecture, data flow diagrams, point lists, and integration requirements with SCADA (Supervisory Control and Data Acquisition), PI (Plant Information), MDMS (Master Data Management System), Power Quality, and Asset Lifecycle and monitoring systems.

2.1.3.15 Development of testing, control, and automation test plans to validate the integration of all devices working as designed and per the PCA. This includes development of tests for logic settings, trip times, backup devices, battery control logic, LTC (Load Tap Changer) controls, DGA (Dissolved Gas Analysis), and other asset monitoring devices, ventilation controls, and similar systems. These test plans can be developed using RTS (Real Time Simulator), RTDS (Real Time Digital Simulator), or equivalent platforms.

2.1.3.16 Creation of protection system testing and commissioning plans in accordance with applicable IEEE/ANSI standards and
coordination with SVP and contractor to execute the testing and commissioning plan.

2.1.3.17 Provision of test plans and review of test reports for electrical equipment, including but relays, transformers, circuit breakers, and battery systems.

2.2 ENGINEERING DESIGN OR SERVICES DURING CONSTRUCTION
(ENGINEERING SERVICES)
☒Grounding System Design

2.2.1.1 Grounding system design including reviewing field test reports; preparing soil model developed in CDEGS (Current Distribution, Electromagnetic Fields, Grounding and Soil Structure Analysis) RESAP (Soil Resistivity Analysis); simulating step voltage, touch voltage, and ground potential rise using CDEGS; preparing ground grid designs with detailed drawings; graphically representing voltage gradients, with step and touch potential calculations; and preparing test plans for grounding systems.

Services may include using CDEGS software or an approved equal by creating a model of the existing grounding system, lightning protection system, and other site specific details in

2.2.1 Design Professional Agreement with AECOM Technical Services, Inc Page 21 of 49 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module based on field testing; analyzing the system using CDEGS software modules such as FCDIST, TRALIN, HIFREQ to
evaluate full fault magnitude and fault current split; analyzing step and touch potentials and ground potential rise (GPR), with the most conservative scenario; and creating voltage gradient graphs.
☒Civil/Structural Design Services

2.2.2.1 Consultant shall provide civil/structural design services including designing security fencing, retaining walls, gates,
gate/fence/wall/pole foundations and other civil site work as needed; and preparing or supporting geotechnical or soil report work when required.
☒Standards, procedures, and specifications development

2.2.3.1 Consultant shall provide standards, procedures, and specifications development including updating and reviewing existing documentation for the utility pertaining to standards, procedures, and specifications; creating missing documents as needed; and developing standards for substations, transmission and distribution, system design, operations, low voltage, operation & revenue metering, testing & commissioning; and Distributed Energy Resource (DER) Interconnection.
☒Equipment Rating

2.2.4.1 Equipment rating including creating, updating, documenting, and reviewing equipment ratings for utility assets, including conductors, cables, transformers, devices, breakers, switches, poles and structures, and terminations.
☐System Modeling

2.2.5.1 System modeling including creating, updating, documenting, and/or revising system modeling needs, including PSLF,
Powerworld, ASPEN OneLiner, ASPEN Line Constant, ASPEN
Breaker Rating Module, CYMCAP, insulation coordination, harmonics, thermal soils and test analysis, Distributed Engineering Workstation, and Mathlab.
☐Interconnection Studies

2.2.2 2.2.3

2.2.4 2.2.5

2.2.6 Design Professional Agreement with AECOM Technical Services, Inc Page 22 of 49

2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster Interconnection Studies; and performing Distributed Energy Resource interconnection study within the SVP sub transmission and/or distribution system, including conducting System Impact Study (SIS) to evaluate the point of interconnection, Feasibility Study (FS) to determine system impacts and estimated project costs, and Facility Study (FAC) to determine electrical configuration, price, and schedule to complete the
interconnection.
☒Construction Management and Inspection Services

2.2.7.1 Onsite construction management and inspection including to act as the Owner’s representative to construction, commissioning, and testing contractors including attending weekly construction meetings, field observation, daily reports, tracking open items (RFI’s, submittals, change orders, etc.), review and document all testing of materials, review as-builts, monthly invoices, inspection services, and punch list/closeout.
☒Distribution Engineering System Support

2.2.8.1 Distribution engineering system support including performing power distribution studies such as distribution planning studies, power system studies, interconnection studies, protection studies, reactive power studies, and thermal ampacity studies; performing distribution protection and control engineering including developing distribution protection standards, conducting studies such as load flow, short circuit, arc flash, voltage and stability analysis, breaker ratings, insulation coordination, and reactive power requirements; preparing relay settings and logic drawings for SVP distribution field relays; preparing control system settings and designs to integrate field DER into the SVP distribution system; performing distribution communication engineering such as creating communication standards for distribution field control and telemetry devices for capacitor, switches, DER etc.; preparing radio communication network designs; preparing distribution design including plans, specifications, and cost estimates involving power distribution system design including generation system, feeder design, protection systems, grid automation, communication and control system including integration of DER, reactive power compensation and street light systems.

2.2.7 2.2.8
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2.2.8.2 Miscellaneous distribution engineering support including perform cost analyses related to evaluating distribution municipal fee items such as load development fee(s) or change order proposals; review existing processes; revising and implementing systems for work management system related to distribution planning group; reviewing and updating existing cost estimating engine to integrate with GIS (Geographic Information System); and providing engineering services to review pole contact, pole calculations, and encroachment permit plan review.

2.3 OPERATIONS (OPERATION SERVICES)
☒Protection and Control Engineering

2.3.1.1 Protection and control engineering services including developing protective relaying standards; performing studies including short circuit studies, arc flash, voltage and stability analysis, breaker ratings, insulation coordination, and reactive power
requirements; preparing relay settings and logic drawings for SVP new and existing substation projects; and performing protection system coordination studies for new and existing substation projects.

SECTION 3. SPECIFIC REQUIREMENTS

3.1 Consultant shall be responsible for providing the following, as required for the Services:

Supervision and administrative support
Program and project management services
Scheduling and logistical planning
Subcontractor/subconsultant management
SECTION 4. REPORTS
Consultant shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

City may, at its sole discretion, require Consultant to provide status updates daily, weekly, or monthly at the direction of City.

4.2 Consultant shall provide all reports in electronic format and hard copy if requested by the City.

2.3.1 3.1.1

3.1.2 3.1.3

3.1.4 4.1.1

4.1.2 Design Professional Agreement with AECOM Technical Services, Inc Page 24 of 49 SECTION 5. COMPLETION OF SERVICES
Consultant shall perform and complete the Services in a timely, efficient manner, so as to meet the project schedule of each Purchase Order.

SECTION 6. SERVICE REQUEST

6.1 Consultant acknowledges that Consultant is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 6. The City does not guarantee that any specific service will be authorized under this Agreement. This Section 6 contains the process for awarding Services under a master agreement process.

6.2 When the City requires services, City will notify consultant(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request).

6.3 Consultant shall prepare and submit a written proposal (Proposal). Consultant’s Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

6.4 The City will evaluate the Proposals according to the criteria and weights listed in the Work Request.

6.5 At the City’s discretion, the City may interview consultants submitting the highest scoring Proposal. Such interviews will be scored according to the criteria and weights listed in the Work Request.

6.6 City will enter into negotiations with the highest-ranked consultant. Negotiations may include, but are not limited to, the scope of work, schedule to perform scope, and technical specifications. The City will not renegotiate any established rates as set forth in Exhibit B but may negotiate the level of effort required for the Services.

In the event negotiations with the highest-ranked consultant are unsuccessful, the City will either move on to the next highest-ranked consultant, suspend the selection process, or terminate the solicitation process and issue a new Work Request (except, as determined by City, reissuance would not be an idle act).

6.7 Provided that the original cost Proposal includes all applicable items listed in the Work Request, the City and the selected consultant may negotiate whether the cost for the Purchase Order will be fixed price (lump sum) or based on specific rates of compensation (time-and-materials) for completion of the Services.

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6.8 If a fixed fee or lump sum is authorized by the City, Consultant must include a payment schedule in their final Proposal. The final Proposal shall be in conformance with Exhibit B and:

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

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

Payment milestones shall be connected to deliverables and shall not include payment for labor subject to prevailing wage in advance of such labor taking place.

6.9 Consultant must submit a revised Proposal to the City based upon such negotiations.

6.10 Authorization of Work; Issuance of Purchase Order
Once City and the selected consultant agree on the final pricing, scope, and specific requirements of the proposed services, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

Consultant shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Consultant elects not to perform the Services. If Consultant (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fail to respond within the seven-day period, then Consultant will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

6.11 Additional Services or Modifications
Consultant shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Consultant shall provide the reason for the change specific to each Purchase Order. Consultant shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Consultant shall submit justification demonstrating that changes in cost are associated with changes in scope.

6.8.1 6.8.2

6.8.3 6.10.1

6.10.2 6.10.3

6.11.1 Design Professional Agreement with AECOM Technical Services, Inc Page 26 of 49 If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 6.2.

Consultant shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

6.12 Immediate Need / Interim Work Orders
The City may authorize Consultant to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

6.12.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

6.12.1.2 In the event work is required to maintain a critical City function or project schedule.

Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

Following issuance of an interim authorization, Consultant shall promptly submit a detailed written Proposal to City consistent with this Agreement.

The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the terms of this Agreement.

If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

6.13 A Purchase Order must be consistent with – and cannot alter - the terms and conditions of this Agreement.

6.11.2 6.11.3

6.11.4 6.12.1

6.12.2 6.12.3

6.12.4 Design Professional Agreement with AECOM Technical Services, Inc Page 27 of 49

6.14 The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, or Purchase Order, and the City’s SOQ23-24-39 (including subsequent updates) and Consultant’s proposal response dated April 10, 2024, even if those documents state otherwise. If any terms and conditions conflict of those documents with the Agreement, any conflicting terms are invalid and unenforceable. The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, (3) Proposal, (4) City’s SOQ-23-24-39 (including subsequent updates) and (5) Contractor’s proposal response dated April 10, 2024.

6.15 The City may terminate a Purchase Order for convenience with ten (10) days prior written notice to Consultant. In such event, the Consultant shall have no further rights hereunder, except that Consultant shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 7. [INTENTIONALLY OMITTED]
SECTION 8. WARRANTY
All Services performed by Consultant shall carry a warranty of a minimum of twelve (12) months from the date of completion of the Services set forth in the applicable Purchase Order. Consultant shall perform all warranty-related work at no additional cost to the City.

SECTION 9. WORK AREA

9.1 Consultant shall maintain all work areas, where Services or related work are being performed, in a clean and orderly condition at all times. The work area shall be kept free from surplus materials, waste materials, debris, spills, dirt, rubbish, or other refuse caused by Consultant’s performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Consultant shall ensure the work area is left in a clean, safe, and secure condition.

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

9.2 Consultant shall comply with all City requests regarding cleanup both during the course of and upon completion of Services. If Consultant fails to clean the work area within forty-eight hours (48) after demand by the City, City may charge Consultant for any costs of clean-up or other services required to adequately protect City property or restore work area to a safe condition. City may invoice Consultant or deduct costs from Consultant’s invoice at City’s sole discretion.

9.3 Where applicable, Consultant must provide work and traffic control signage to warn pedestrians and vehicular traffic of work in progress. Consultant may be required to safely direct pedestrians and traffic around the work area and provide all equipment, personnel, and materials necessary to properly perform the traffic Design Professional Agreement with AECOM Technical Services, Inc Page 28 of 49 control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

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

SECTION 10. CONSULTANT’S EQUIPMENT, TOOLS, AND MATERIALS This Section applies only if the performance of Services requires the use of physical tools, equipment, vehicles, or materials.

10.1 Consultant shall provide all equipment, tools (including any specialty tooling), and materials required for the performance of the Services. City will not loan tools or equipment to Consultant. Neither Consultant nor its workers shall attempt to borrow tools or other materials from City personnel.

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

10.3 Consultant shall safely store and secure tools, equipment, and vehicles under lock and key when not in use. Consultant will not leave keys in any vehicles or equipment when not in use. Consultant shall promptly report to the City any loss or damage to tools, equipment, or vehicles.

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

SECTION 11. DISPOSAL OF WASTE AND SCRAPS

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

11.2 Consultant shall provide the City with a written report of all material disposals within twenty-four (24) hours of such disposal, unless a shorter reporting period is required by applicable law or regulation.

11.3 Consultant shall recycle or salvage all materials, where feasible, and shall credit the value of any recycled or salvaged materials to the City.

SECTION 12. SAFETY

12.1 Safety must always be the top priority. Consultant shall take all necessary precautions for the safety of all persons, property, and the public during the Design Professional Agreement with AECOM Technical Services, Inc Page 29 of 49 performance of Services. Consultant shall install and maintain appropriate safeguards, warning signs, and barriers as required by applicable law and the conditions of work, and post warnings against known or unusual hazards.

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

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

12.4 As applicable, Consultant shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Consultant during these inspections.

12.5 Where applicable, Consultant must comply with all site-specific safety requirements and procedures, including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE). Consultant must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Consultant.

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

12.7 When requested by the City, Consultant shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Consultant Project Manager (as defined in Section 14) and Consultant Personnel.

SECTION 13. INJURY/PROPERTY DAMAGE
Consultant shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Consultant shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to Design Professional Agreement with AECOM Technical Services, Inc Page 30 of 49 perform its own investigation. Should City choose to conduct its own investigation, Consultant shall assist as required.

SECTION 14. CONSULTANT PERSONNEL

14.1 Project Manager
Consultant must designate one (1) Project Manager to communicate with the City during the performance of Services. The Project Manager is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager must be capable of communicating effectively with City staff.

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

Consultant shall ensure its employees and any subconsultants supply proper identification when requested by the City.

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

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

14.3 Employee Training
At Consultant’s sole cost and expense, Consultant shall provide recurring, periodic (no less than annual) training to its employees (including subconsultants) appropriate to the duties and responsibilities of each employee.

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

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

14.2.1 14.2.2

14.2.3 14.2.4

14.3.1 14.3.2

14.3.3 Design Professional Agreement with AECOM Technical Services, Inc Page 31 of 49 At the City’s request, Consultant shall submit copies of training records for its employees.

14.4 Standards of Conduct
Consultant is solely responsible for its employees while on or about the work site. This includes but is not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Consultant shall ensure that while on or about the work site, its employees do not:

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

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

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

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

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

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

SECTION 15. E-BUILDER

15.1 Use of e-Builder. When required by City, Consultant shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

15.2 Access to e-Builder. The City will establish the Consultant's access to e-Builder by providing licenses to Consultant’s personnel at City’s cost. The Consultant’s designated users will be required to set up their computers/systems to use e14.3.4

14.4.1 14.4.2

14.4.3 Design Professional Agreement with AECOM Technical Services, Inc Page 32 of 49 Builder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Consultant at any time.

15.3 E-builder Training. Consultant is required to obtain all necessary training to use the e-builder software. Consultant must participate in at least one classroom training or a web-based seminar as determined by City.

15.4 Connectivity to e-Builder. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

Consultant is responsible for its own connectivity to the Internet. e-Builder’s response time is dependent on the Consultant's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with Consultant’s use of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Consultant shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will Consultant’s use of e-Builder be grounds for a time extension or cost adjustment to a Purchase Order.

15.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Consultant will be jointly owned. Consultant is responsible for managing, tracking, and documenting the Services as provided in each Purchase Order and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of the Consultant's submitted information.

15.6 Format of Project Documents. In addition to submittal of documents through eBuilder, at the City’s sole discretion, the City may require Consultant to submit documents in hard copy format, or both electronic and hard copy format.

15.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of Services where City has directed the use of e-Builder. Consultant shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents associated with the Services, and uploading them to the eBuilder website. Consultant shall be responsible for the validity of its information placed in e-Builder. Consultant shall use the existing forms and processes in eBuilder to the maximum extent possible. If a required form does not exist in eBuilder, Consultant may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

15.8 Archive Copies. When requested by City, Consultant shall keep an archive copy of all digital data created by Consultant, or submitted to Consultant via e-mail, or Design Professional Agreement with AECOM Technical Services, Inc Page 33 of 49 resident on e-Builder for the duration of the Agreement. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

15.9 Should the City replace e-Builder with a different project management tool, Consultant, and subconsultants shall be required to use the new project management tool selected by the City.

Design Professional Agreement with AECOM Technical Services, Inc Page 34 of 49

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Consultant during the Term shall not exceed the amount in Section 6 of this Agreement.

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

SECTION 2. RATES

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

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

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed until October 1, 2026 and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix B1, Consultant shall submit a written Proposal in response to the City’s Work Request. The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Consultant must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

2.4 Rate Adjustments
After October 1, 2026, rate adjustments may be negotiated no more than once annually and shall be a 3% increase. Consultant shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Consultant to the satisfaction of the City.

2.5 Labor Union or Prevailing Wage Adjustments
If Consultant’s employees are covered by a collective bargaining agreement or prevailing wage determination that results in an increase in mandatory labor wages during the term Design Professional Agreement with AECOM Technical Services, Inc Page 35 of 49 of the Agreement, Consultant may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

SECTION 3. REIMBURSABLE EXPENSES
Consultant may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Consultant submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Consultant demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 6.3 of Exhibit A, including issuance of a Purchase Order, (4) Consultant submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

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

No Markup

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

No Markup

3. Charges for outside parts, materials, equipment,
and services (including subconsultant fees,
equipment, rental equipment, materials, and
facilities not furnished directly by Consultant).
5%

4. Consultant may charge allowable mileage at the
prevailing IRS rate per mile for business related
travel. However, Consultant must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Consultant (and any
subconsultants) for meals, lodging, and related per
diem will not exceed the rates outlined by United
States General Services Administration (GSA)
https://www.gsa.gov/travel-resources.

Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be reimbursed at
economy rates.

No Markup
Design Professional Agreement with AECOM Technical Services, Inc Page 36 of 49 Reimbursable Expense Schedule Mark Up
Meals: Consultant may request reimbursement
either as a meal per diem or for actual meal
expenses, up to the applicable GSA per diem rate.

When claiming per diem, receipts are not required.

However, when claiming actual meal expenses,
itemized receipts are required, and reimbursement
shall not exceed the applicable GSA rate for each
meal. If the Consultant pays its employees a per
diem rate lower than the GSA rate, the Consultant
may not charge the City for any difference between
the amount paid and the GSA rate.

Lodging: Lodging costs shall be reimbursed at
actual cost, not to exceed the applicable GSA
lodging rate. Itemized lodging receipts are required
for reimbursement.

If Consultant elects to use corporate housing, a
personal residence, or a relative’s home in lieu of
commercial lodging during the project engagement,
written authorization from the City is required. Upon
such authorization, the City shall reimburse
Consultant for housing costs up to fifty percent
(50%) of the applicable GSA lodging per diem rate
for the project location. This reimbursement shall be
provided in lieu of hotel lodging costs and shall not
exceed the actual amount incurred, if any.

Consultant shall certify in writing that no other
lodging reimbursement is being claimed for the
same period.

6. Other travel expenses such as taxi, parking, and
tolls.

No Markup

7. Consultant may provide tips or gratuities only in
accordance with standard business practices and in
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged
to the City unless expressly authorized in writing.

Any non-customary gratuities or tips exceeding this
cap shall be the sole responsibility of the Consultant
and shall not be reimbursable by the City.

No Markup

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
Design Professional Agreement with AECOM Technical Services, Inc Page 37 of 49 SECTION 4. PAYMENT PROVISIONS

4.1 Time and Materials
For Services authorized to be paid on a time and materials basis, Consultant shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:

Invoice Number, Purchase Order Number, and Invoice Period.

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

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

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

Invoices must include the following information:

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

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

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

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

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

4.4 Payment Limited to Satisfactory Work.

Consultant is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

4.1.1 4.1.2

4.1.3 4.2.1

4.2.2 4.2.3
Design Professional Agreement with AECOM Technical Services, Inc Page 38 of 49

4.5 Certified Payroll
When applicable, Consultant and all subconsultants shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

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

4.7 Payment
If there are no discrepancies or deficiencies in the submitted invoice and Consultant has submitted all required certified payroll, City shall process the invoice for payment and shall pay Consultant in full for the invoice amount within thirty (30) days of invoice approval by City.

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

Design Professional Agreement with AECOM Technical Services, Inc Page 39 of 49 APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE

LABOR CLASSIFICATION FULLY BURDENDED HOURLY RATES
Admin/Project Assistant $126.86
Contract Manager $271.62
Principal $354.32
Principal Engineer $296.59
Program Manager $343.66
Project Engineer $225.95
Project Professional I $127.82
Project Professional II $141.75
Designer $125.18
Senior Engineer $260.57
Senior Professional I $158.14
Senior Professional II $172.30
Senior Professional III $192.32
Senior Professional IV $219.08
Senior Professional V $244.54
Senior Project Analyst $210.36
Senior Project Manager $327.03
Staff Professional I $106.25
Staff Professional II $122.74
Staff Professional III $175.69
Project Manager I $212.65
Project Manager II $228.54
Project Manager III $251.31
Consultant II $151.08
Project Analyst $122.12
Project Controls Technician III $163.87
Project Coordinator $110.39
Staff Technician $84.51
Construction Project Manager $206.81
Senior Admin $163.87
Senior Designer $220.35
Senior Technician $152.12
Engineer I $129.58
Design Professional Agreement with AECOM Technical Services, Inc Page 40 of 49 Engineer II $140.22
Engineer III $170.01
Engineer IV $203.80
Design Professional Agreement with AECOM Technical Services, Inc Page 41 of 49

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with
defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which
precludes coverage for claims or suits by one
insured against another; and
c. Coverage shall apply separately to each
insured against whom a claim is made or a suit
Design Professional Agreement with AECOM Technical Services, Inc Page 42 of 49 is brought, except with respect to the limits of
liability.

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Design Professional Agreement with AECOM Technical Services, Inc Page 43 of 49 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate.

Any coverage containing a deductible or self- retention must be declared to the City Attorney’s Office.

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

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

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

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

Design Professional Agreement with AECOM Technical Services, Inc Page 44 of 49 b. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation of the
coverage provided for any cause save and except
non-payment of premiums shall be effective until
written notice has been given to City at least thirty
(30) days prior to the effective date of such
modification or cancellation. In the event of nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

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

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

3. The City reserves the right to withhold payments
from the Consultant in the event of material
Design Professional Agreement with AECOM Technical Services, Inc Page 45 of 49 noncompliance with the insurance requirements
set forth in this Agreement.

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

Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal Design Professional Agreement with AECOM Technical Services, Inc Page 46 of 49 financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with AECOM Technical Services, Inc Page 47 of 49

EXHIBIT D

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

A. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Consultants, subconsultants, and subconsultants are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subconsultants or subcontractors) for the time period covering such payment request. Consultants shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, Design Professional Agreement with AECOM Technical Services, Inc Page 48 of 49 but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Consultant, all subconsultants and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

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

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

9. All consultants/subconsultants/contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

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

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

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Design Professional Agreement with AECOM Technical Services, Inc Page 49 of 49 Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Consultant’s address indicated for receipt of notices in this Agreement.

C. Enforcement

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

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

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

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

Design Professional Agreement with Auriga Corporation Page 1 of 49 Rev. 12-4-25
EBIX Insurance No. S200000550

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

AURIGA CORPORATION

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Auriga Corporation, a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. City desires to secure the design professional services (“Services”) more fully described in this Agreement, in Exhibit A, entitled “Scope of Services”; B. Consultant represents that it, and its subconsultants or subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services of the quality and type which meet objectives and requirements of the Agreement; and
C. The Parties agree Consultant will provide the Services under the terms and conditions set forth in this Agreement.

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

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Design Professional Agreement with Auriga Corporation Page 2 of 49 Rev. 12-4-25
and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 2, 2026 and terminate on August 31, 2031 (“Term”).

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

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

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

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

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

B. Consultant warrants that all employees and subconsultants, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Consultant shall comply with all applicable federal, state and local laws in the performance of the Services; including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety; Design Professional Agreement with Auriga Corporation Page 3 of 49 Rev. 12-4-25
and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Consultant's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Consultant from compliance with the obligations and penalties resulting therefrom.

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

6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all Services rendered and materials provided by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials, and equipment provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

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

B. Termination for Default. For purposes of this Section 7.B., the word "Default" shall mean the failure of Consultant to perform any of Consultant's duties or obligations or the breach by Consultant of any of the terms and conditions set forth in this Agreement. In addition, Consultant shall be deemed to be in Default upon Consultant (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Consultant's assets or of Consultant's interests Design Professional Agreement with Auriga Corporation Page 4 of 49 Rev. 12-4-25
hereunder. In the event of any Default by Consultant, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.

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

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

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

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

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

10. INDEPENDENT CONTRACTOR
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement. Consultant has full rights to manage its workers, contractors and or employees in their performance of Services.

Consultant shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Consultant any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to Design Professional Agreement with Auriga Corporation Page 5 of 49 Rev. 12-4-25
be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.

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

Consultant will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section

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

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

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

Except as provided elsewhere within this Agreement, nothing contained in Design Professional Agreement with Auriga Corporation Page 6 of 49 Rev. 12-4-25
this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Consultant’s proposals and Purchase Orders.

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

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Design Professional Agreement with Auriga Corporation Page 7 of 49 Rev. 12-4-25
Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

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

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and Design Professional Agreement with Auriga Corporation Page 8 of 49 Rev. 12-4-25
injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

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

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

H. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

C. Documents and material prepared by Consultant, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City’s sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Design Professional Agreement with Auriga Corporation Page 9 of 49 Rev. 12-4-25
Consultant’s deliverables under this Agreement by City or persons other than Consultant, is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Consultant for the purpose of verifying any and all Consultant invoices and charges.

B. Consultant shall keep records and invoices in connection with the Services for the length of the Audit Period. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

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

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

Design Professional Agreement with Auriga Corporation Page 10 of 49 Rev. 12-4-25
E. Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to the Services.

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

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

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

D. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor any other person or entity involved in the performance of the Services. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant shall be fully responsible according to the terms of this section.

Design Professional Agreement with Auriga Corporation Page 11 of 49 Rev. 12-4-25

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Consultant addressed as follows:

Auriga Corporation
Attention: Parkash Daryani
890 Hillview Court, Suite 130
Milpitas, CA 95035
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended Design Professional Agreement with Auriga Corporation Page 12 of 49 Rev. 12-4-25
from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards
(http://santaclaraca.gov/home/showdocument?id=58299).

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

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

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

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

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

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

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

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

Consultant certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Consultant or its employees, agents, contractors, subconsultants, and subcontractors to comply with the prevailing wage laws.

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

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”

AURIGA CORPORATION
a California corporation
Dated:

By (Signature):

Name: Parkash Daryani
Title: President
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Principal Place of
Business Address:
890 Hillview Ct
Milpitas, CA 95035
Email Address: [email protected]
Telephone: (408) 946-5400
“CONSULTANT”
Design Professional Agreement with Auriga Corporation Page 15 of 49 Rev. 12-4-25

EXHIBIT A

SCOPE OF SERVICES
SECTION 1. GENERAL

1.1 Consultant shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed electric utility engineering services (“Services”).

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

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

1.4 To the extent not inconsistent with this Agreement, the City’s SOQ-23-24-30 (including subsequent updates) and Consultant’s proposal response dated April 10, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

In the event of a conflict between the Agreement (including its Exhibits and the SOQ-23-24-39 or Consultant’s proposal, the Agreement and its Exhibits shall govern.

SECTION 2. SERVICES TO BE PERFORMED
Consultant will provide the following Services to the City on an as-needed basis pursuant to the process described in Section 6. The specific service area(s) authorized for a Consultant are expressly identified by checkbox(es). Only those service areas that are checked shall be considered within the Consultant’s authorized scope of services under this Agreement.

2.1 DESIGN AND CONSTRUCTION (PLAN & IMPLEMENTATION)
The following service areas within Design and Construction (Plan & Implementation) are intended to be scoped as full-service Engineer of Record design services through construction for projects with all subservices included. ☒Transmission or Distribution Line Design Services
The required services associated with full Engineer of Record transmission or distribution line design and project implementation may include, but not be limited to:

2.1.1.1 Creation of an Alternative Routes Analysis Report which must provide a determination of the most advantageous of the routing options. This report should include a summary table that

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compares cost, schedule, and advantages/disadvantages for each alternative.

2.1.1.2 Subsurface investigation and utility potholing services, including subsurface site investigation for geotechnical report,
environmental site characterization, soil conductivity, thermal soil resistivity, and identification and location of utilities in proposed working area.

2.1.1.3 Design project management including managing project schedules and budget related to design, testing and
commissioning, and construction.

2.1.1.4 Coordination with SVP and City departments, and outside agencies as needed.

2.1.1.5 Design packages, including circuit design, structure design, construction sequence plan, outage plan coordination,
equipment sizing, all necessary electrical, civil, and structural calculations and design to support design submittals, terrestrial and/or aerial LiDAR (Light Detection and Ranging) survey for PLS CADD (Power Line System - Computer Aided Design and Draft) model, subsurface investigations for utilities, and surface structures needed to perform the overhead and underground design.

2.1.1.6 Engineering studies, including power flow using PSLF, short circuit analysis using ASPEN, CYMCAP ampacity analysis, ASPEN Line Constants modeling, mutual coupling studies, line insulation coordination for lightning and switching, and thermal soils tests and analysis.
☐ Testing and Commissioning

2.1.2.1 Environmental permitting and regulatory compliance, including preparation and filing of Federal Aviation Administration (FAA) notices. Services include preparation of Storm Water Pollution Prevention Plans, engineering documents to support SVP’s environmental requirements, and coordination with the
environmental consultant to ensure compliance with California Environmental Quality Act (CEQA), including reviews and permit applications.

2.1.2.2 Right of way easement acquisition and encroachment permitting services including providing comments and revisions made during the encroachment permit or easement review process; researching permit requirements; obtaining required permits;

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preparing submittals and supporting documentation to permitting agencies including project descriptions, plans, and permit package applications; responding to all questions and
comments from permitting agencies; revising drawings and documents as necessary; supporting preparation of Reports to Council regarding authorization for negotiation, eminent domain actions, easement acceptance; preparing legal descriptions; preparing, creating, and mailing Notice of Intent to Apprise letters, offer letters, and Notice for Resolution of Necessity; obtaining and reviewing title reports; performing easement acquisition negotiations with property owners on behalf of SVP; preparing Purchase and Sale Agreements (PSA) using
templates from SVP; assisting with escrow process for final acquisition; and assist with any condemnation proceedings.

2.1.2.3 Material procurement support SVP, including providing bill of materials, technical specifications, and load tree drawings and reviewing and approving vendor material specifications; responding to vendors’ Requests for Information (RFIs); and conducting technical reviews of vendor materials and equipment specifications. All procurement specifications are to include rigging of equipment into place and acceptance testing.

2.1.2.4 Construction bidding support including preparing and submitting plans, specifications, and the 100% design submittal package; preparing construction cost estimate and project schedule; responding to bidder’s requests for information; informing plan holders of significant responses to RFI’s; preparing addenda; evaluating bids; preparing recommendation letter to award contract; and preparing a conformed set of documents that incorporate all addenda.

2.1.2.5 Engineering construction support including preparing for kickoff meeting; reviewing and commenting on submittals for equipment and materials procured by the construction contractor and manufacturers; attending meetings; addressing means and methods to ensure feasibility; managing field design changes; reviewing and responding to submittals; providing revised drawings; coordinating with relevant parties; and providing engineering assistance during testing and commissioning activities.

2.1.2.6 Construction management including acting as the Owner’s Engineer to the primary construction contractor and
commissioning and testing contractors; monitoring daily activities; confirming compliance with Engineer of Record (EOR) design, drawings, and specifications; coordinating planned Design Professional Agreement with Auriga Corporation Page 18 of 49 Rev. 12-4-25
outages; observing construction activities; coordinating materials testing; ensuring all test results are properly recorded; completing daily reports; attending weekly meetings; providing recommendations to SVP and construction contractor; reviewing work progress; inspecting completed work for acceptance; reviewing as-builts and monthly invoices; managing
commissioning and testing activities; conducting final site walk; and developing and managing punch list items.

2.1.2.7 Final testing and commissioning support may include providing full-time on-site support; verifying that all apparatuses and equipment conform to the issued specifications and drawings; ensuring completion of all FAT and SAT punch lists items; verifying full system integration and operation of all
communication devices; and confirming that the system is ready for safe energization.

2.1.2.8 Record (as-built) drawings and project closeout services include attending the final walkthrough to provide input to the final “punch list” and help determine if the work is ready for City acceptance; providing a written recommendation regarding project completion; preparing and submitting, at final completion, two (2) sets of reproducible record drawings and all X-ref files “bound” that reflect the changes to the work during construction based upon marked-up prints, drawings, and other data
furnished by the construction contractor, SVP, and other consultants; ensuring record drawings are not produced prior to in-field verification of all changes and as built conditions; ensuring that all additional sheets are properly numbered and referenced on affected drawings and included in the drawing sheet index; and providing a complete set of issued for record drawings in native and PDF format.
☒ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to: