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
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage
specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.
Design Professional Agreement with Kano Consultants, Inc. Page 40 of 45 Rev. 12-4-25
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to
liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10
11 85, or the combination of CG 20 10 03
97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy
provided by Consultant shall contain language or be
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess,
including any self-insurance or self- insured retention they may have. Any other insurance indemnities may
possess shall be considered excess insurance only and
shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation or
modification of the coverage provided due to 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 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.
Design Professional Agreement with Kano Consultants, Inc. Page 41 of 45 Rev. 12-4-25
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
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 Design Professional Agreement with Kano Consultants, Inc. Page 42 of 45 Rev. 12-4-25
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 financial stability that is approved by the City or its insurance compliance representatives.
Design Professional Agreement with Kano Consultants, Inc. Page 43 of 45 Rev. 12-4-25
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 Kano Consultants, Inc. Page 44 of 45 Rev. 12-4-25
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 Kano Consultants, Inc. Page 45 of 45 Rev. 12-4-25
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 Kewo Engineering Corporation Page 1 of 46 Rev. 12-4-25
EBIX Insurance No. S200005250
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
KEWO ENGINEERING 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 Kewo Engineering 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)
Design Professional Agreement with Kewo Engineering Corporation Page 2 of 46 Rev. 12-4-25
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
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 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 Design Professional Agreement with Kewo Engineering Corporation Page 3 of 46 Rev. 12-4-25
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. 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 Design Professional Agreement with Kewo Engineering Corporation Page 4 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Kewo Engineering Corporation Page 5 of 46 Rev. 12-4-25
by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.
Consultant must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Consultant to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.
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 Design Professional Agreement with Kewo Engineering Corporation Page 6 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Kewo Engineering Corporation Page 7 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Kewo Engineering Corporation Page 8 of 46 Rev. 12-4-25
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, 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 Design Professional Agreement with Kewo Engineering Corporation Page 9 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Kewo Engineering Corporation Page 10 of 46 Rev. 12-4-25
that was audited, the actual cost of City's audit shall be reimbursed to City by Consultant.
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 Design Professional Agreement with Kewo Engineering Corporation Page 11 of 46 Rev. 12-4-25
from others as required here, Consultant 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, 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:
Kewo Engineering Corporation
Attention: Brian Kewo, President
13760 Hunters Run Ct
Eastvale, CA 92880
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), Design Professional Agreement with Kewo Engineering Corporation Page 12 of 46 Rev. 12-4-25
Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards
(http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party 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.
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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. 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”
KEWO ENGINEERING CORPORATION
a California corporation
Dated:
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By (Signature):
Name: Brian Kewo
Title: President
Principal Place of
Business Address:
13760 Hunters Run Ct
Eastvale, CA 92880
Email Address: [email protected]
Telephone: (951) 231-7589
“CONSULTANT”
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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.
☐ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:
2.1.2.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.
2.1.2.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.
2.1.2.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.
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2.1.2.4 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.
2.1.2.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.
2.1.2.6 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.
2.1.2.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.
2.1.2.8 Preparation of all support discipline engineering calculations.
2.1.2.9 Comprehensive grounding study in accordance with IEEE80/81.
2.1.2.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.
2.1.2.11 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.
2.1.2.12 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.
2.1.2.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and Design Professional Agreement with Kewo Engineering Corporation Page 18 of 46 Rev. 12-4-25
testing contractor, as needed, during commissioning and energization activities.
2.1.2.14 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.
2.1.2.15 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.
2.1.2.16 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.
2.1.2.17 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 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module
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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
2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster
2.2.2 2.2.3
2.2.4 2.2.5
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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.
2.2.8.2 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
2.2.7 2.2.8
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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.
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.
2.3.1 3.1.1
3.1.2 3.1.3
3.1.4 4.1.1
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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.
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. 6.8.1 Design Professional Agreement with Kewo Engineering Corporation Page 23 of 46 Rev. 12-4-25
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.
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.
6.8.2 6.8.3
6.10.1 6.10.2
6.10.3 6.11.1
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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.
6.14 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)
6.11.3 6.11.4
6.12.1 6.12.2
6.12.3 6.12.4
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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 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.
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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 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 Design Professional Agreement with Kewo Engineering Corporation Page 27 of 46 Rev. 12-4-25
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 perform its own investigation. Should City choose to conduct its own investigation, Consultant shall assist as required.
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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.
At the City’s request, Consultant shall submit copies of training records for its employees.
14.2.1 14.2.2
14.2.3 14.2.4
14.3.1 14.3.2
14.3.3 14.3.4
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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 eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Consultant at any time.
14.4.1 14.4.2
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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 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.
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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.
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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 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, 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 the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. 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 Kewo Engineering Corporation Page 33 of 46 Rev. 12-4-25
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).
Not to exceed _%
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
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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
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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, 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
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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.
4.8 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Consultant.
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APPENDIX B1 TO EXHIBIT B
RATE SCHEDULE
LABOR CLASSIFICATION FULLY BURDENDED HOURLY RATES
Principal Engineer $246.50
Sr. Engineer $232.00
Engineer $179.80
Sr. Project Manager $232.00
Project Manager $179.80
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which
provides coverage at least as broad as Insurance
Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the
following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall
otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with
defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which
precludes coverage for claims or suits by one
insured against another; and
c. Coverage shall apply separately to each
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insured against whom a claim is made or a suit
is brought, except with respect to the limits of
liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its 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.
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D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage
specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self- retention must first be approved in writing by the City Attorney’s Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to
liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10
11 85, or the combination of CG 20 10 03
97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy
provided by Consultant shall contain language or be
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess,
including any self-insurance or self- insured retention they may have. Any other insurance indemnities may
possess shall be considered excess insurance only and
shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation or
modification of the coverage provided due to 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 modification or
cancellation. In the event of non-renewal, written
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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
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
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thereto.
3. The City reserves the right to withhold payments
from the Consultant in the event of material
noncompliance with the insurance requirements
set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
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
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All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
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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 Kewo Engineering Corporation Page 45 of 46 Rev. 12-4-25
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 Kewo Engineering Corporation Page 46 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 1 of 46 Rev. 12-4-25
EBIX Insurance No. S200004638
AGREEMENT FOR DESIGN PROFESSIONAL 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 (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Leidos Engineering, LLC, a Delaware limited liability company (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 Leidos Engineering, LLC Page 2 of 46 Rev. 12-4-25
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
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 (“Initial 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 Design Professional Agreement with Leidos Engineering, LLC Page 3 of 46 Rev. 12-4-25
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. 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 Design Professional Agreement with Leidos Engineering, LLC Page 4 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Leidos Engineering, LLC Page 5 of 46 Rev. 12-4-25
by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.
Consultant must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Consultant to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.
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 Design Professional Agreement with Leidos Engineering, LLC Page 6 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Leidos Engineering, LLC Page 7 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Leidos Engineering, LLC Page 8 of 46 Rev. 12-4-25
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, 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 Design Professional Agreement with Leidos Engineering, LLC Page 9 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Leidos Engineering, LLC Page 10 of 46 Rev. 12-4-25
that was audited, the actual cost of City's audit shall be reimbursed to City by Consultant.
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 Design Professional Agreement with Leidos Engineering, LLC Page 11 of 46 Rev. 12-4-25
from others as required here, Consultant 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, 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:
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.
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), Design Professional Agreement with Leidos Engineering, LLC Page 12 of 46 Rev. 12-4-25
Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards
(http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party 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.
Design Professional Agreement with Leidos Engineering, LLC Page 13 of 46 Rev. 12-4-25
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
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.
27. NO CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall either Consultant or City be liable to the other for any principal, interest, loss of anticipated revenues, earnings, profits, increased expenses 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.
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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”
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
“CONSULTANT”
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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.
☐ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:
2.1.2.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.
2.1.2.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.
2.1.2.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.
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2.1.2.4 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.
2.1.2.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.
2.1.2.6 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.
2.1.2.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.
2.1.2.8 Preparation of all support discipline engineering calculations.
2.1.2.9 Comprehensive grounding study in accordance with IEEE80/81.
2.1.2.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.
2.1.2.11 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.
2.1.2.12 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.
2.1.2.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and Design Professional Agreement with Leidos Engineering, LLC Page 18 of 46 Rev. 12-4-25
testing contractor, as needed, during commissioning and energization activities.
2.1.2.14 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.
2.1.2.15 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.
2.1.2.16 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.
2.1.2.17 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 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module
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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
2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster
2.2.2 2.2.3
2.2.4 2.2.5
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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.
2.2.8.2 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
2.2.7 2.2.8
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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.
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.
2.3.1 3.1.1
3.1.2 3.1.3
3.1.4 4.1.1
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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.
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. 6.8.1 Design Professional Agreement with Leidos Engineering, LLC Page 23 of 46 Rev. 12-4-25
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.
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.
6.8.2 6.8.3
6.10.1 6.10.2
6.10.3 6.11.1
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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.
6.14 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)
6.11.3 6.11.4
6.12.1 6.12.2
6.12.3 6.12.4
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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 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.
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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 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 Design Professional Agreement with Leidos Engineering, LLC Page 27 of 46 Rev. 12-4-25
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 perform its own investigation. Should City choose to conduct its own investigation, Consultant shall assist as required.
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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.
At the City’s request, Consultant shall submit copies of training records for its employees.
14.2.1 14.2.2
14.2.3 14.2.4
14.3.1 14.3.2
14.3.3 14.3.4
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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 eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Consultant at any time.
14.4.1 14.4.2
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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 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.
Design Professional Agreement with Leidos Engineering, LLC Page 31 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 32 of 46 Rev. 12-4-25
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 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, 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 the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. 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 Leidos Engineering, LLC Page 33 of 46 Rev. 12-4-25
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).
Not to exceed 10%
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 Leidos Engineering, LLC Page 34 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 35 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 36 of 46 Rev. 12-4-25
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. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.
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 Leidos Engineering, LLC Page 37 of 46 Rev. 12-4-25
APPENDIX B1 TO EXHIBIT B
RATE SCHEDULE
LABOR CLASSIFICATION FULLY
BURDENDED
HOURLY
RATES
Leidos Engineering, LLC Project Manager I $130.00
Project Manager II $161.00
Project Manager III $188.00
Program Manager $237.00
Project Analyst / Scheduler $121.00
Project Scheduler II $153.00
Engineering Technician I $858.00
Engineering Technician II $98.00
Engineering Technician III $125.00
Engineer I $105.00
Engineer II $125.00
Engineer III $152.00
Project Engineer I $130.00
Project Engineer II $160.00
Project Engineer III $190.00
Principal Engineer $237.00
CAD Technician I $75.00
CAD Technician II $82.00
CAD Technician III $85.00
CAD Lead $95.00
Administrative Support $71.25
Kano Consultants, Inc. Project Analyst $93.00
CAD Technician $93.00
Engineer I $108.00
Engineer II $134.00
Senior Consulting Electrical Engineer $180.00
Senior Consulting SCADA Specialist $180.00
Principal Engineer $258.00
Design Professional Agreement with Leidos Engineering, LLC Page 38 of 46 Rev. 12-4-25
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which
provides coverage at least as broad as Insurance
Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the
following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall
otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with
defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which
precludes coverage for claims or suits by one
insured against another; and
c. Coverage shall apply separately to each
Design Professional Agreement with Leidos Engineering, LLC Page 39 of 46 Rev. 12-4-25
insured against whom a claim is made or a suit
is brought, except with respect to the limits of
liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its 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.
Design Professional Agreement with Leidos Engineering, LLC Page 40 of 46 Rev. 12-4-25
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage
specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self- retention must first be approved in writing by the City Attorney’s Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to
liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10
11 85, or the combination of CG 20 10 03
97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy
provided by Consultant shall contain language or be
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess,
including any self-insurance or self- insured retention they may have. Any other insurance indemnities may
possess shall be considered excess insurance only and
shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation or
modification of the coverage provided due to 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 modification or
cancellation. In the event of non-renewal, written
Design Professional Agreement with Leidos Engineering, LLC Page 41 of 46 Rev. 12-4-25
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
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
Design Professional Agreement with Leidos Engineering, LLC Page 42 of 46 Rev. 12-4-25
thereto.
3. The City reserves the right to withhold payments
from the Consultant in the event of material
noncompliance with the insurance requirements
set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
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
Design Professional Agreement with Leidos Engineering, LLC Page 43 of 46 Rev. 12-4-25
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Design Professional Agreement with Leidos Engineering, LLC Page 44 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 45 of 46 Rev. 12-4-25
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 Leidos Engineering, LLC Page 46 of 46 Rev. 12-4-25
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 NV5, Inc. Page 1 of 46 Rev. 12-4-25
EBIX Insurance No. S200004122
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
NV5, 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 NV5, 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)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Design Professional Agreement with NV5, Inc. Page 2 of 46 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 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 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 NV5, Inc. Page 3 of 46 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 NV5, Inc. Page 4 of 46 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 NV5, Inc. Page 5 of 46 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 NV5, Inc. Page 6 of 46 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 NV5, Inc. Page 7 of 46 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 NV5, Inc. Page 8 of 46 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 NV5, Inc. Page 9 of 46 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 NV5, Inc. Page 10 of 46 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 NV5, Inc. Page 11 of 46 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:
NV5, Inc.
Attention: J.C. Mathieson, VP Distribution Operations
190 North Wiget Lane, Suite 101
Walnut Creek, CA 94598
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 NV5, Inc. Page 12 of 46 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.
Design Professional Agreement with NV5, Inc. Page 13 of 46 Rev. 12-4-25
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.
Design Professional Agreement with NV5, Inc. Page 14 of 46 Rev. 12-4-25
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
NV5, INC.
a California corporation
Dated:
By (Signature):
Name: J.C. Mathieson
Title: Vice President of Distribution Operations
Principal Place of
Business Address:
190 North Wiget Lane, Suite 101
Walnut Creek, CA 94598
Email Address: [email protected]
Telephone:
“CONSULTANT”
Design Professional Agreement with NV5, Inc. Page 15 of 46 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
2.1.1 Design Professional Agreement with NV5, Inc. Page 16 of 46 Rev. 12-4-25
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.
☒ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:
2.1.2.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.
2.1.2.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.
2.1.2.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.
2.1.2 Design Professional Agreement with NV5, Inc. Page 17 of 46 Rev. 12-4-25
2.1.2.4 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.
2.1.2.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.
2.1.2.6 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.
2.1.2.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.
2.1.2.8 Preparation of all support discipline engineering calculations.
2.1.2.9 Comprehensive grounding study in accordance with IEEE80/81.
2.1.2.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.
2.1.2.11 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.
2.1.2.12 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.
2.1.2.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and Design Professional Agreement with NV5, Inc. Page 18 of 46 Rev. 12-4-25
testing contractor, as needed, during commissioning and energization activities.
2.1.2.14 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.
2.1.2.15 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.
2.1.2.16 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.
2.1.2.17 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 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module
2.2.1 Design Professional Agreement with NV5, Inc. Page 19 of 46 Rev. 12-4-25
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
2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster
2.2.2 2.2.3
2.2.4 2.2.5
2.2.6 Design Professional Agreement with NV5, Inc. Page 20 of 46 Rev. 12-4-25
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.
2.2.8.2 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
2.2.7 2.2.8
Design Professional Agreement with NV5, Inc. Page 21 of 46 Rev. 12-4-25
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.
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.
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 NV5, Inc. Page 22 of 46 Rev. 12-4-25
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.
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. 6.8.1 Design Professional Agreement with NV5, Inc. Page 23 of 46 Rev. 12-4-25
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.
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.
6.8.2 6.8.3
6.10.1 6.10.2
6.10.3 6.11.1
6.11.2 Design Professional Agreement with NV5, Inc. Page 24 of 46 Rev. 12-4-25
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.
6.14 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)
6.11.3 6.11.4
6.12.1 6.12.2
6.12.3 6.12.4
Design Professional Agreement with NV5, Inc. Page 25 of 46 Rev. 12-4-25
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. [INTENTIONALLY OMITTED]
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 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.
Design Professional Agreement with NV5, Inc. Page 26 of 46 Rev. 12-4-25
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 [INTENTIONALL OMITTED] 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 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 Design Professional Agreement with NV5, Inc. Page 27 of 46 Rev. 12-4-25
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 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.
14.2.1 14.2.2
14.2.3 Design Professional Agreement with NV5, Inc. Page 28 of 46 Rev. 12-4-25
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.
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
14.2.4 14.3.1
14.3.2 14.3.3
14.3.4 14.4.1
14.4.2 Design Professional Agreement with NV5, Inc. Page 29 of 46 Rev. 12-4-25
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 eBuilder 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.
14.4.3 Design Professional Agreement with NV5, Inc. Page 30 of 46 Rev. 12-4-25
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 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 NV5, Inc. Page 31 of 46 Rev. 12-4-25
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 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, 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 the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. 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 NV5, Inc. Page 32 of 46 Rev. 12-4-25
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).
No Markup
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 NV5, Inc. Page 33 of 46 Rev. 12-4-25
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 NV5, Inc. Page 34 of 46 Rev. 12-4-25
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 NV5, Inc. Page 35 of 46 Rev. 12-4-25
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.
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 NV5, Inc. Page 36 of 46 Rev. 12-4-25
APPENDIX B1 TO EXHIBIT B
RATE SCHEDULE
LABOR CLASSIFICATION FULLY
BURDENED
HOURLY RATES
NV5, Inc. Administrative $79.00
Project Manager I $169.00
Project Manager II $195.00
Project Manager III $219.00
Program Manager $239.00
CADD Drafter I (Design Drafter) $85.00
CADD Drafter II (Senior Design
Drafter)
$110.00
CADD Drafter III $135.00
Scheduler I $110.00
Scheduler II $132.00
Scheduler III $173.00
Engineer I $125.00
Engineer II $146.00
Engineer III $169.00
Engineer IV $189.00
Engineer V $209.00
Engineer VI $225.00
Jr. Designer $99.00
Designer I $130.00
Designer II $145.00
Designer III $165.00
Designer IV $180.00
Designer V $200.00
Tech Specialist I $174.00
Tech Specialist II $198.00
Tech Specialist III $215.00
Principal $280.00
Senior Permit Coordinator $145.00
Permit Coordinator $118.00
Permit Coordinator Assistant $94.00
Design Professional Agreement with NV5, Inc. Page 37 of 46 Rev. 12-4-25
Project Coordinator I $98.00
Project Coordinator II / Senior Project
Coordinator
$115.00
Electric Power
Engineers
Sr. Manager $331.70
Sr. Engineer $168.00
Engineering Staff III $150.00
Principal Engineer $214.00
Design Professional Agreement with NV5, Inc. Page 38 of 46 Rev. 12-4-25
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which
provides coverage at least as broad as Insurance
Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the
following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall
otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with
defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which
precludes coverage for claims or suits by one
insured against another; and
c. Coverage shall apply separately to each
Design Professional Agreement with NV5, Inc. Page 39 of 46 Rev. 12-4-25
insured against whom a claim is made or a suit
is brought, except with respect to the limits of
liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its 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.
Design Professional Agreement with NV5, Inc. Page 40 of 46 Rev. 12-4-25
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage
specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self- retention must first be approved in writing by the City Attorney’s Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to
liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10
11 85, or the combination of CG 20 10 03
97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy
provided by Consultant shall contain language or be
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess,
including any self-insurance or self- insured retention they may have. Any other insurance indemnities may
possess shall be considered excess insurance only and
shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation or
modification of the coverage provided due to 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 modification or
cancellation. In the event of non-renewal, written
Design Professional Agreement with NV5, Inc. Page 41 of 46 Rev. 12-4-25
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
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
Design Professional Agreement with NV5, Inc. Page 42 of 46 Rev. 12-4-25
thereto.
3. The City reserves the right to withhold payments
from the Consultant in the event of material
noncompliance with the insurance requirements
set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
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
Design Professional Agreement with NV5, Inc. Page 43 of 46 Rev. 12-4-25
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Design Professional Agreement with NV5, Inc. Page 44 of 46 Rev. 12-4-25
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 NV5, Inc. Page 45 of 46 Rev. 12-4-25
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 NV5, Inc. Page 46 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 1 of 46 Rev. 12-4-25
EBIX Insurance No. S200005769
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
SIEMENS INDUSTRY, 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 Siemens Industry, Inc., a Delaware 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 Siemens Industry, Inc. Page 2 of 46 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 1, 2026 and terminate on August31, 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 Siemens Industry, Inc. Page 3 of 46 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 provided that the Contractor has not remedied the breach or commenced to cure the breach within a reasonable period, having due regard to the nature of the breach. 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 Design Professional Agreement with Siemens Industry, Inc. Page 4 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Siemens Industry, Inc. Page 5 of 46 Rev. 12-4-25
by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.
Consultant must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Consultant to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.
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 Design Professional Agreement with Siemens Industry, Inc. Page 6 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Siemens Industry, Inc. Page 7 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Siemens Industry, Inc. Page 8 of 46 Rev. 12-4-25
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, 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 Design Professional Agreement with Siemens Industry, Inc. Page 9 of 46 Rev. 12-4-25
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 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.
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.
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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.
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.
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16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: 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:
Siemens Industry, Inc.
Attention: Eric Wuttke – Legal Counsel
400 State Street
Schenectady, NY 12301
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards
(http://santaclaraca.gov/home/showdocument?id=58299).
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19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
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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.
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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”
SIEMENTS INDUSTRY, INC.
a Delaware corporation
Dated:
By (Signature):
Name: Bernardo Fernandes
Title: Head, Siemens PTI US/MX
Principal Place of
Business Address:
400 State Street
Schenectady, NY 12301
Email Address: [email protected]
Telephone: (518) 698-0558
“CONSULTANT”
Dated:
By (Signature):
Name: David Cavanaugh
Title: Commercial Controller
Principal Place of
Business Address:
400 State Street
Schenectady, NY 12301
Email Address: [email protected]
Telephone: (703) 626-6802
“CONSULTANT”
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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.
☐ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:
2.1.2.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.
2.1.2.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.
2.1.2.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.
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2.1.2.4 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.
2.1.2.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.
2.1.2.6 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.
2.1.2.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.
2.1.2.8 Preparation of all support discipline engineering calculations.
2.1.2.9 Comprehensive grounding study in accordance with IEEE80/81.
2.1.2.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.
2.1.2.11 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.
2.1.2.12 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.
2.1.2.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and Design Professional Agreement with Siemens Industry, Inc. Page 18 of 46 Rev. 12-4-25
testing contractor, as needed, during commissioning and energization activities.
2.1.2.14 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.
2.1.2.15 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.
2.1.2.16 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.
2.1.2.17 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 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module
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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
2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster
2.2.2 2.2.3
2.2.4 2.2.5
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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.
2.2.8.2 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
2.2.7 2.2.8
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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.
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.
2.3.1 3.1.1
3.1.2 3.1.3
3.1.4 4.1.1
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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.
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. 6.8.1 Design Professional Agreement with Siemens Industry, Inc. Page 23 of 46 Rev. 12-4-25
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.
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.
6.8.2 6.8.3
6.10.1 6.10.2
6.10.3 6.11.1
6.11.2 Design Professional Agreement with Siemens Industry, Inc. Page 24 of 46 Rev. 12-4-25
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.
6.14 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 9, 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)
6.11.3 6.11.4
6.12.1 6.12.2
6.12.3 6.12.4
Design Professional Agreement with Siemens Industry, Inc. Page 25 of 46 Rev. 12-4-25
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 9, 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 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.
Design Professional Agreement with Siemens Industry, Inc. Page 26 of 46 Rev. 12-4-25
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 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 Design Professional Agreement with Siemens Industry, Inc. Page 27 of 46 Rev. 12-4-25
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 perform its own investigation. Should City choose to conduct its own investigation, Consultant shall assist as required.
Design Professional Agreement with Siemens Industry, Inc. Page 28 of 46 Rev. 12-4-25
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.
At the City’s request, Consultant shall submit copies of training records for its employees.
14.2.1 14.2.2
14.2.3 14.2.4
14.3.1 14.3.2
14.3.3 14.3.4
Design Professional Agreement with Siemens Industry, Inc. Page 29 of 46 Rev. 12-4-25
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 eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Consultant at any time.
14.4.1 14.4.2
14.4.3 Design Professional Agreement with Siemens Industry, Inc. Page 30 of 46 Rev. 12-4-25
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 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.
Design Professional Agreement with Siemens Industry, Inc. Page 31 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 32 of 46 Rev. 12-4-25
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 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, 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 the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. 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 Siemens Industry, Inc. Page 33 of 46 Rev. 12-4-25
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).
Not to exceed _%
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 Siemens Industry, Inc. Page 34 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 35 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 36 of 46 Rev. 12-4-25
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.
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 Siemens Industry, Inc. Page 37 of 46 Rev. 12-4-25
APPENDIX B1 TO EXHIBIT B
RATE SCHEDULE
LABOR CLASSIFICATION FULLY BURDENED HOURLY RATES
Principal $416.00
Senior Staff Consultant / Senior Lead
Consultant
$355.00
Manager / Staff Consultant $321.00
Senior Consultant $261.00
Consultant $231.00
Design Professional Agreement with Siemens Industry, Inc. Page 38 of 46 Rev. 12-4-25
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which
provides coverage at least as broad as Insurance
Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the
following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall
otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis;
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 Siemens Industry, Inc. Page 39 of 46 Rev. 12-4-25
is brought, except with respect to the limits of
liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its 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.
Design Professional Agreement with Siemens Industry, Inc. Page 40 of 46 Rev. 12-4-25
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate.
Any coverage containing a deductible or self-retention must 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 or
modification 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 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 Siemens Industry, Inc. Page 41 of 46 Rev. 12-4-25
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
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.
Design Professional Agreement with Siemens Industry, Inc. Page 42 of 46 Rev. 12-4-25
3. The City reserves the right to withhold payments
from the Consultant in the event of material
noncompliance with the insurance requirements
set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
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 Design Professional Agreement with Siemens Industry, Inc. Page 43 of 46 Rev. 12-4-25
least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Design Professional Agreement with Siemens Industry, Inc. Page 44 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 45 of 46 Rev. 12-4-25
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 Siemens Industry, Inc. Page 46 of 46 Rev. 12-4-25
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 Soudi Consultants, Inc. Page 1 of 46 Rev. 12-4-25
EBIX Insurance No. S200000174
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
SOUDI CONSULTING 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 Soudi Consulting, 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)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes Design Professional Agreement with Soudi Consultants, Inc. Page 2 of 46 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 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 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 Soudi Consultants, Inc. Page 3 of 46 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 Soudi Consultants, Inc. Page 4 of 46 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 Soudi Consultants, Inc. Page 5 of 46 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 Soudi Consultants, Inc. Page 6 of 46 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 Soudi Consultants, Inc. Page 7 of 46 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 Soudi Consultants, Inc. Page 8 of 46 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 Soudi Consultants, Inc. Page 9 of 46 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.
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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.
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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:
Soudi Consultants, Inc.
Attention: Farajollah Soudi, President
4230 Lilac Ridge Rd
San Ramon, CA 94582
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 Soudi Consultants, Inc. Page 12 of 46 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.
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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”
SOUDI CONSULTANTS, INC.
a California corporation
Dated:
By (Signature):
Name:
Title:
Principal Place of
Business Address:
Email Address:
Telephone:
“CONSULTANT”
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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.
☐ Substation Design Services
The required services associated with full Engineer of Record substation design and project implementation may include, but not be limited to:
2.1.2.1 Preliminary investigation including survey, property rights research/easements, title reports, underground utility locating necessary for the design and construction, and a preliminary design package.
2.1.2.2 Preparation of substation single line metering and relaying (SLMR) control diagram and communication single line.
2.1.2.3 Preparation of control enclosure drawings, protection line panel drawings, and security designs for substation monitoring and access.
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2.1.2.4 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.
2.1.2.5 Coordination with SVP Divisions including Planning, Fiber, Protection, Substation, Systems Support, Operations,
Engineering, Records Retention, Electrical Control Center, and management.
2.1.2.6 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.
2.1.2.7 Preparation of all civil/structural/geotechnical/architectural drawings and calculations.
2.1.2.8 Preparation of all support discipline engineering calculations.
2.1.2.9 Comprehensive grounding study in accordance with IEEE80/81.
2.1.2.10 Procurement plans and specifications and bid support services, including stamped and signed plans, final engineer’s cost estimate, and responses to bidder questions.
2.1.2.11 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.
2.1.2.12 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.
2.1.2.13 Engineering support for equipment commissioning and energization activities and assistance to the commissioning and Design Professional Agreement with Soudi Consultants, Inc. Page 18 of 46 Rev. 12-4-25
testing contractor, as needed, during commissioning and energization activities.
2.1.2.14 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.
2.1.2.15 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.
2.1.2.16 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.
2.1.2.17 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 CDEGS SESCAD module using as-built and field data;
developing a multilayer soil model in CDEGS RESAP module
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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
2.2.6.1 Interconnection studies including creating, updating, documenting, and reviewing interconnection study needs such as performing affected system studies for CAISO Cluster
2.2.2 2.2.3
2.2.4 2.2.5
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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.
2.2.8.2 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
2.2.7 2.2.8
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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.
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.
2.3.1 3.1.1
3.1.2 3.1.3
3.1.4 4.1.1
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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.
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. 6.8.1 Design Professional Agreement with Soudi Consultants, Inc. Page 23 of 46 Rev. 12-4-25
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.
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.
6.8.2 6.8.3
6.10.1 6.10.2
6.10.3 6.11.1
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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.
6.14 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, 20204, 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)
6.11.3 6.11.4
6.12.1 6.12.2
6.12.3 6.12.4
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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 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.
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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 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 Design Professional Agreement with Soudi Consultants, Inc. Page 27 of 46 Rev. 12-4-25
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 perform its own investigation. Should City choose to conduct its own investigation, Consultant shall assist as required.
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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.
At the City’s request, Consultant shall submit copies of training records for its employees.
14.2.1 14.2.2
14.2.3 14.2.4
14.3.1 14.3.2
14.3.3 14.3.4
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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 eBuilder in accordance with the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Consultant at any time.
14.4.1 14.4.2
14.4.3 Design Professional Agreement with Soudi Consultants, Inc. Page 30 of 46 Rev. 12-4-25
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 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.
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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.
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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 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, 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 the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. 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 Soudi Consultants, Inc. Page 33 of 46 Rev. 12-4-25
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).
No Markup
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
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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
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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, 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
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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.
4.8 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Consultant.
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APPENDIX B1 TO EXHIBIT B
RATE SCHEDULE
LABOR CLASSIFICATION FULLY BURDENED HOURLY RATES
Director Consulting Engineer $225.00
Principal Consulting Engineer $201.00
Senior Consulting Engineer $174.75
Consulting Engineer $120.00
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which
provides coverage at least as broad as Insurance
Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the
following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall
otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance
requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with
defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which
precludes coverage for claims or suits by one
insured against another; and
c. Coverage shall apply separately to each
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insured against whom a claim is made or a suit
is brought, except with respect to the limits of
liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its 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.
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D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate.
Any coverage containing a deductible or self- retention must first be approved in writing by the City Attorney’s Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to
liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10
11 85, or the combination of CG 20 10 03
97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy
provided by Consultant shall contain language or be
endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess,
including any self-insurance or self- insured retention they may have. Any other insurance indemnities may
possess shall be considered excess insurance only and
shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be
endorsed to reflect that no cancellation or
modification of the coverage provided due to 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 modification or
cancellation. In the event of non-renewal, written
notice shall be given at least ten (10) days prior to
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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
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.
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3. The City reserves the right to withhold payments
from the Consultant in the event of material
noncompliance with the insurance requirements
set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement.
Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
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 Design Professional Agreement with Soudi Consultants, Inc. Page 43 of 46 Rev. 12-4-25
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.
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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 Soudi Consultants, Inc. Page 45 of 46 Rev. 12-4-25
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 Soudi Consultants, Inc. Page 46 of 46 Rev. 12-4-25
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.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-622 Agenda Date: 8/18/2026
REPORT TO COUNCIL
SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Agreements with ProEnergy Services, LLC and GE Vernova International LLC for Gas Turbine Engine Field and Depot Services for Silicon Valley Power, for Additional Compensation Not-to-Exceed $20 Million, for a Total Combined Maximum Compensation Not-to-Exceed $50 Million, Inclusive of $30 Million Previously Authorized by the City Council
BACKGROUND
Silicon Valley Power (SVP), the City of Santa Clara’s electric utility, owns and operates two gas turbine generation units at the Donald Von Raesfeld (DVR) Power Plant that are critical to system reliability, grid support, and emergency generation. To maintain operational readiness, the power plant requires ongoing gas turbine field and depot services, including inspections, maintenance, repairs, technical support, and replacement parts.
On April 6, 2021 (RTC 21-228), the City Council authorized the City Manager to negotiate and execute master service agreements with General Electric Packaged Power, LLC (GE Packaged Power) and TransCanada Turbines Inc. (TCT) for gas turbine field and depot services for a five-year term with an aggregate maximum compensation of $30 million.
On May 28, 2021, the City executed an agreement with TCT for turbine maintenance and repair services effective through April 5, 2027, with four additional renewal options through April 5, 2031.
The City did not execute the agreement with GE Packaged Power because the agreement terms could not be finalized. Approximately $9 million remains available under the existing City Council authorization for TCT; nevertheless, recent turbine repair events highlight the need for additional qualified contractors to improve access to critical turbine components, increase service availability, and enhance operational reliability.
Staff determined that it is in the City’s best interest to re-solicit these services to establish agreements with additional qualified contractors to support SVP operations and maintain the reliability of the DVR Power Plant during both planned maintenance activities and unexpected outage events.
DISCUSSION
Pursuant to Section 2.105.140(c) of the Santa Clara City Code (City Code), a formal Request for Proposal (RFP) was conducted, and an award was made based on “best value.” The RFP for gas turbine field and depot services was published on the City’s e-procurement system. A total of 34 companies viewed the RFP and two proposals were received by the submittal deadline from the following firms:
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· GE Vernova International LLC (GE Vernova)
· ProEnergy Services, LLC (ProEnergy Services)
The proposals were independently evaluated by a three-member evaluation panel against the criteria and weights published in the RFP, including experience, technical capability, and cost. Following the completion of the evaluation process, the panel recommended award of master agreements to GE Vernova and ProEnergy Services. Both firms demonstrated strong technical qualifications, relevant gas turbine service experience, and the ability to support SVP’s operations.
Staff is seeking City Council authorization to enter into agreements with GE Vernova and ProEnergy Services for gas turbine engine field and depot services, each with a not-to-exceed compensation of $10 million. Both agreements include an initial five-year term with renewal options extending through September 30, 2036.
Assuming negotiations are successful, SVP will have access to three qualified contractors for gas turbine engine field and depot services.
Staff is proposing that the City Council’s prior authorization of $30 million is increased by $20 million, resulting in a total combined maximum compensation of $50 million. This would provide approximately $29 million in remaining capacity over the next five years, including approximately $9 million remaining under the existing agreement with TCT. SVP’s annual expenditure for these services is approximately $6 million. Staff will return to the City Council at a later date if additional authorization is required. Table 1 below summarizes the existing and proposed agreement authorization and estimated remaining capacity.
Table 1: Summary of Gas Turbine Agreements and Authorization Amounts Agreement Maximum
Compensation
Estimated
Remaining
Capacity
TransCanada Turbines (Existing Agreement) $30,000,000 $9,000,000 ProEnergy (Proposed Agreement) $10,000,000 $10,000,000
GE Vernova (Proposed Agreement) $10,000,000 $10,000,000 Total Combined Maximum Compensation $50,000,000 $29,000,000 The amounts listed in Table 1 are planning level estimates. Actual work assignments and expenditure among the agreements are not predetermined and will depend on contractor availability, responsiveness, technical expertise, and pricing at the time services are required. In addition, expenditures can vary substantially from year to year depending on operational and maintenance needs. Accordingly, the proposed combined maximum compensation may be reallocated among the agreements as needed to ensure sufficient capacity is available when critical maintenance or emergency repair services are needed.
Work will be assigned through a secondary selection process based on contractor availability, experience, terms, and cost. In emergency situations, SVP may select the contractor able to mobilize most quickly to reduce outage duration, minimize operational risk, and maintain generation City of Santa Clara Page 2 of 4 Printed on 8/14/2026
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26-622 Agenda Date: 8/18/2026
availability during periods of high demand.
Rates established in the agreements are fixed for the initial two-year term. Thereafter, contractors may request annual rate adjustments, subject to City approval and supported by documentation acceptable to the City.
ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15301 of Title 14 of the California Code of Regulations as the services involve operation, maintenance, and repair of existing facilities and mechanical equipment.
FISCAL IMPACT
Funds for these contracts are available in the Electric Utility Operating Fund budget for FY 2026/27.
Funds for future years will be requested through the normal budget process.
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of the California Code of Regulations;
2. Authorize the City Manager or designee to negotiate and execute an agreement with ProEnergy Services, LLC to perform gas turbine engine field and depot services, for an initial term beginning on or around September 1, 2026, and ending on September 30, 2031, with up to five one-year options to extend the term through September 30, 2036, for a total maximum compensation not to exceed $10,000,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney;
3. Authorize the City Manager or designee to negotiate and execute an agreement with GE Vernova International LLC to perform gas turbine engine field and depot services, for an initial term beginning on or around September 1, 2026, and ending on September 30, 2031, with up to five one-year options to extend the term through September 30, 2036, for a total maximum compensation not to exceed $10,000,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and
4. Authorize the City Manager or designee to take any actions necessary to implement and administer the agreements, including negotiating and executing future amendments to: (a) exercise the option years; (b) implement rate adjustments on the terms provided in the agreements; (c) reallocate compensation between the agreements with TransCanada Turbines Inc., ProEnergy Services, LLC and GE Vernova International LLC, provided that the total combined maximum compensation for all agreements does not exceed $50,000,000 (inclusive of City of Santa Clara Page 3 of 4 Printed on 8/14/2026
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the 2021 City Council authorization of $30,000,000); and (d) make de minimis changes, subject to the appropriation of funds and the review and approval as to form by the City Attorney.
Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. Proposed Agreement with GE Vernova International LLC (under negotiation)
2. Proposed Agreement with ProEnergy Services, LLC (under negotiation)
3. Executed Agreement with TransCanada Turbines Inc.
4. Executed Amendment No. 1 to Agreement with TransCanada Turbines Inc.
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Agreement with GE Vernova International LLC Page 1 of 50 Rev. 12-1-25
EBIX Insurance No. *S20000XXXX
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
GE VERNOVA INTERNATIONAL 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 GE Vernova International 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
Exhibit D – Labor Compliance
Agreement with GE Vernova International LLC Page 2 of 50 Rev. 12-1-25
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on September 1, 2026 and terminate on September 30, 2031 (“Initial Term”).
B. After the Initial Term, City and Contractor reserve the right, to extend the term of this Agreement for up to five (5) years through September 30, 2036 (“Option Periods”) in such increments as determined by both parties. 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 the Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
The warranty provisions are contained in Sections 9 and 11 of Exhibit A.
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.
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 Agreement with GE Vernova International LLC Page 3 of 50 Rev. 12-1-25
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.
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 Ten Million Dollars ($10,000,000), 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.
The City shall pay Contractor within forty-five (45) days from the invoice date for undisputed amounts. Contractor shall issue invoices no earlier than upon shipment of parts and materials and as Services are performed.
7. TERMINATION
A. Termination for Default: The City may terminate the Agreement for cause if Contractor (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, (ii) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (iii) makes an assignment or any general arrangement for the benefit of creditors, or (iv) otherwise becomes insolvent (however evidenced) or bankrupt, or (ii) commits a material breach of the Contract which does not otherwise have a specified contractual remedy, provided that: (a) the City shall first provide Contractor with detailed written notice of the breach and of City’s intention to terminate the Contract, and (b) Contractor shall have failed, within thirty (30) days after receipt of the notice, to cure of the breach.
B. If The City terminates the Contract pursuant to Section 7.A (i) Contractor shall reimburse the City the difference between that portion of the applicable paid purchase order amount allocable to the terminated scope and the Agreement with GE Vernova International LLC Page 4 of 50 Rev. 12-1-25
actual amounts reasonably incurred by the City to complete that scope, and (ii) the City shall pay to Contractor (a) the portion of the purchase order price allocable to the Services satisfactorily completed, (b) lease fees incurred, except to the extent that such fees were not approved in advance or incurred to Services not satisfactorily performed,. The amount due for Services shall be determined in accordance with the milestone schedule (for completed milestones) and rates set forth in the Agreement or purchase order (for work toward milestones not yet achieved and where there is no milestone schedule), as applicable or, where there are no milestones and/or rates in the Contract, at Contractor’s then-current standard time and material rates; provided, that no payment shall be due for Services which are not satisfactorily performed.
C. Contractor may suspend or terminate the Agreement (immediately for cause if the City (i) becomes Insolvent/Bankrupt, or (ii) materially breaches the Contract, including, but not limited to, failure or delay in the City making any payment when due, or fulfilling any payment conditions provided that:
(a) the Contractor shall first provide City with detailed written notice of the breach and of City's intention to terminate the Contract, and (b) Contractor shall have failed, within thirty (30) days after receipt of the notice, to cure of the breach.
D. Termination for Convenience: Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party, except that Contractor shall not terminate a Purchase Order for convenience or this Agreement if there are any unfinished Purchase Order Services. If the Agreement is terminated for any reason other than Contractor’s default under Section 7.A, The City shall pay Contractor for all Products completed, lease fees incurred and Services performed before the effective date of termination, plus reasonable mobilization costs. The amount due for Services shall be determined in accordance with the milestone schedule (for completed milestones) and rates set forth in the Contract (for work toward milestones not yet achieved and where there is no milestone schedule), as applicable or, where there are no milestones and/or rates in the Contract, at Contractor’s then-current standard time and material rates. All work in progress shall be paid for at Contractor’s standard time and material rates.
E. Either the City or Contractor may terminate the Agreement upon twenty (20) days advance notice if there is an excusable event lasting longer than one hundred and twenty (120) days or if it is not possible to avoid or mitigate such excusable event without unreasonable burden through an adjustment in schedule, price and other provisions of the Contract within such one hundred and twenty (120) days. In the event of termination under this section, City shall be Contractor for any Services performed prior to the termination. Contractor shall reimburse all unearned fees to the City.
Agreement with GE Vernova International LLC Page 5 of 50 Rev. 12-1-25
F. The City shall pay all reasonable expenses incurred by Contractor in connection with a suspension, including expenses for repossession, fee collection, demobilization/remobilization, and costs of storage during suspension. The schedule for Contractor’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.
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 to perform the Services . 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 directly employed by them, as Contractor is for the acts attributable and omissions of persons directly employed by it in the performance of the Agreement.
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, except as provided in Section [insert section] and No Nuclear Use.
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 shall include language in subcontracts that Subcontractors who perform Services, as applicable, are independent contractors and are not employees of the City or Contractor. 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 ongoing 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.
Agreement with GE Vernova International LLC Page 6 of 50 Rev. 12-1-25
10. 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),.. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the City’s individually identifiable customer information, and the City’s customer usage data and financial data.
B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information.
Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; or (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 Agreement with GE Vernova International LLC Page 7 of 50 Rev. 12-1-25
or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.
D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.
E. If the Receiving Party becomes legally compelled by law or valid legal process (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 in response to such requirements or process 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 in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of Confidential Information. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long Agreement with GE Vernova International LLC Page 8 of 50 Rev. 12-1-25
as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, 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.
G. Within two (2) weeks of the termination of this Agreement, either Party will return to the other Party 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.
I. Each Disclosing Party warrants that it has the right to disclose the information that it discloses. As to any individual item of Confidential Information, the restrictions under this Article 11 shall expire five (5) years after the date of disclosure. Trade secrets that are contained in or comprise Confidential Information are to be protected for the life of the trade secret.
Agreement with GE Vernova International LLC Page 9 of 50 Rev. 12-1-25
11. 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. Subject to the limitations set forth below, all non-confidential 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. 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.
C. Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the execution of the Agreement.
Contractor reserves all rights in and to software not expressly granted to the City. All new intellectual property conceived or created by Contractor in the performance of this Agreement, whether alone or with any contribution from City, shall be owned exclusively by Contractor. City agrees to deliver assignment documentation as necessary to achieve that result.
D. City will not itself, and will not allow any party (including City Affiliates) to: (i) reverse engineer products or Services (including any Contractor monitoring or data analysis by Contractor), (ii) prepare derivative works from, alter, modify, disassemble, reverse engineer, reverse assemble, de-compile, or otherwise attempt to reconstruct, discover or derive the object or source code of any software licensed to City by Contractor under this Contract (including any third party software); (iii) permit or otherwise grant any third party access to products, Services or software for such purpose, even if such third party is performing any corrections, bug fixes and updates.
E. Products furnished by Contractor under this Contract shall not be installed, used, or made available for use in any equipment other than the equipment specified in the Agreement or purchase order, that is to the extent a City is specified. To the extent applicable, City warrants that such equipment, and the , is under its ownership and control of the City, and agrees to inform Agreement with GE Vernova International LLC Page 10 of 50 Rev. 12-1-25
Contractor forthwith should this cease to be the case at any time before expiry of the applicable warranty period.
12. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. 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.
B. 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 (1) the accuracy of any payments, excluding the fixed price payments, made toContractor, (2) any amounts invoiced by Contractor to the City on a time and material rates basis including, without limitation, any travel per diem and other travel-related expenses and (3) to examine and verify the following: (a) time sheets reflecting labor used in connection with Contractor’s performance of the Services under this Contract and (b) invoice records of parts purchased from Contractor’s subcontractors or third party subcontractors Any such audit(s) shall be undertaken by City or its representative(s) in conformance with generally accepted auditing standards at its own expenses and with prior notice to Contractor. All audits will be conducted during Contractor’s normal business hours at a mutually agreed upon time and location. Contractor agrees to fully cooperate with any such audit(s).
C. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s).
D. 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.
Agreement with GE Vernova International LLC Page 11 of 50 Rev. 12-1-25
13. INDEMNIFICATION
A. EACH OF THE CITY AND CONTRACTOR (AS AN “INDEMNIFYING PARTY”) SHALL INDEMNIFY THE OTHER PARTY (AS AN
“INDEMNIFIED PARTY”) FROM AND AGAINST CLAIMS BROUGHT BY A
THIRD PARTY, ON ACCOUNT OF PERSONAL INJURY OR DAMAGE TO THE THIRD PARTY’S TANGIBLE PROPERTY, TO THE EXTENT
CAUSED BY THE NEGLIGENCE OF THE INDEMNIFYING PARTY IN
CONNECTION WITH THIS AGREEMENT. IN THE EVENT THE INJURY
OR DAMAGE IS CAUSED BY JOINT OR CONCURRENT NEGLIGENCE
OF THE CITY AND CONTRACTOR, THE LOSS OR EXPENSE SHALL BE
BORNE BY EACH PARTY IN PROPORTION TO ITS DEGREE OF
NEGLIGENCE. FOR PURPOSES OF CONTRACTOR’S INDEMNITY
OBLIGATION, NO PART OF THE PRODUCTS OR SITE IS CONSIDERED THIRD PARTY PROPERTY.
B. For any indemnification under this Agreement, the Party to be indemnified:
(a) will promptly notify the other Party of the receipt of any claim for which the other Party has an indemnity obligation, (b) will give the Indemnifying Party such information and assistance as reasonably requested by the indemnifying Party; and (c) the indemnified Party will be entitled to obtain counsel at its own expense and assist in the handling of any such claim.
C. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
TOTAL LIABILITY OF CONTRACTOR FOR ALL CLAIMS ARISING FROM
OR RELATED TO THE FORMATION, PERFORMANCE OR BREACH OF
THIS CONTRACT, OR PROVISION OF ANY WORK, SHALL NOT
EXCEED THE MAXIMUM COMPENSATION AMOUNT IN SECTION 6.
NOTWITHSTANDING THE FOREGOING, THE FOREGOING LIABILITY
LIMITATION SHALL NOT APPLY IN CASES OF EMPLOYMENTRELATED CLAIMS, PERSONAL INJURY TO A THIRD PARTY OR DAMAGE TO PROPERTY OF A THIRD PARTY.
D. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR
PUNITIVE DAMAGES, LOSS OF PROFIT OR REVENUES, LOSS OF USE
OF EQUIPMENT OR SYSTEMS, INTERRUPTION OF BUSINESS, COST
OF REPLACEMENT POWER, COST OF CAPITAL, DOWNTIME COSTS,
INCREASED OPERATING COSTS, CLAIMS OF CITY’S CUSTOMERS
FOR ANY OF THE FOREGOING TYPES OF DAMAGES, OR FOR ANY
COST, LOSS OR LIABILITY CITY MAY SUFFER UNDER ANY
AGREEMENT BY WHICH IT SELLS OR TRANSMITS ELECTRICITY TO ITS CUSTOMER(S) OR THIRD PARTIES.
E. CONTRACTOR SHALL NOT BE LIABLE FOR ADVICE OR ASSISTANCE
THAT IS NOT REQUIRED FOR THE WORK SCOPE UNDER THIS
CONTRACT.
Agreement with GE Vernova International LLC Page 12 of 50 Rev. 12-1-25
F. THE LIMITATIONS, WAIVERS, AND INDEMNITIES IN THIS SECTION 13
SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED IN
CONTRACT, NEGLIGENCE, STATUTE, INDEMNITY,
TORTIOUS/EXTRA-CONTRACTUAL LIABILITY THEORY, STRICT
LIABILITY OR OTHERWISE.
14. 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, the insurance policies as set forth in Exhibit C.
15. 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.
16. 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:
GE Vernova International, LLC
58 Charles Street
Cambridge, MA 02141
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.
17. 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 Agreement with GE Vernova International LLC Page 13 of 50 Rev. 12-1-25
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).
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
Agreement with GE Vernova International LLC Page 14 of 50 Rev. 12-1-25
23. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
24. 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.
25. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor 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, Contractor 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 Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws. [SIGNATURES ON NEXT PAGE]
Agreement with GE Vernova International LLC Page 15 of 50 Rev. 12-1-25
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
GE VERNOVA INTERNATIONAL LLC
Delaware corporation
Dated:
By (Signature):
Name: Olivier Queune
Title: Global Commercial Executive
Principal Place of
Business Address: 15415 Jacintoport Blvd, Houston, TX 77015 Email Address: [email protected]
Telephone: ( 253) 468-4877
“CONTRACTOR”
Agreement with GE Vernova International LLC Page 16 of 50 Rev. 12-1-25
EXHIBIT A
SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1. GENERAL........................................................................................... 17 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 17 SECTION 3. SPECIFIC REQUIREMENTS.............................................................. 20 SECTION 4. REPORTS........................................................................................... 20 SECTION 5. COMPLETION OF SERVICES ........................................................... 21 SECTION 6. SCHEDULING AND PLANNING......................................................... 21 SECTION 7. SERVICE REQUEST.......................................................................... 22 SECTION 8. WORKMANSHIP................................................................................. 24 SECTION 9. PERMITS AND LICENSES................................................................. 25 SECTION 10. WARRANTY ......................................... Error! Bookmark not defined.
SECTION 11. CITY FURNISHED MATERIALS......................................................... 26 SECTION 12. WORK AREA........................................ Error! Bookmark not defined.
SECTION 13. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS ............ 27 SECTION 14. DISPOSAL OF WASTE AND SCRAPS .............................................. 28 SECTION 15. SAFETY.............................................................................................. 28 SECTION 16. INJURY/PROPERTY DAMAGE.......................................................... 29 SECTION 17. CONTRACTOR PERSONNEL............................................................ 29 SECTION 18. E-BUILDER......................................................................................... 31 SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHT............................... 31 Agreement with GE Vernova International LLC Page 17 of 50 Rev. 12-1-25
SECTION 1. GENERAL
1.1 Contractor shall provide all necessary supervision, labor, tools, equipment, materials, and supplies required to perform Field and Depot Services, including Parts and Repairs, for Gas Turbine Engines (“Services”) at the Donald Von Raesfeld (DVR) Power Plant for Silicon Valley Electric, the Electric Utility of the City of Santa Clara (hereinafter “City” or “SVP”).
1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations from OEM specifications must be approved in writing by City.
1.3 Contractor will primarily perform Services in City of Santa Clara limits and Contractor’s facilities in Houston, TX and Bakersfield, CA.
1.4 Contractor will primarily perform Services on SVP’s General Electric or GE Vernova (GE) LM6000PC gas turbine engines, either onsite at the DVR Power Plant within the City of Santa Clara or at Contractor’s depot facility.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Field Support Services – Services might consist of the following types of scopes to be defined in Contractor’s Proposal:
Provide scheduled maintenance activities including, but not limited to:
2.1.1.1 Semi-annual routine inspections
Conduct approximately every 4,000 operating hours
or based on engine condition determined by semiannual inspections Perform borescope examination, visual inspection,
full system checks, and calibration of critical
components to ensure reliable performance
Review borescope results and plan for next
borescope or any required maintenance.
2.1.1.2 Hot section rotable exchange services
Perform onsite during a planned outage every
14,000 – 16,000 hours of gas fuel operation or
based on engine condition determined by semiannual inspections
2.1.1 2.1.1.1.1
2.1.1.1.2 2.1.1.1.3
2.1.1.2.1 Agreement with GE Vernova International LLC Page 18 of 50 Rev. 12-1-25
Replace the hot section components with
refurnished or new portable parts to maintain
efficiency and reduce downtime
2.1.1.3 Overhaul major gas turbine engine
Perform complete overhauls approximately every
50,000 hours or based on engine condition
determined by semi-annual inspections at an
overhaul depot.
Conduct complete disassembly and detailed engine
inspections
Reassemble using a combination of new,
refurbished, and serviceable components
Perform testing in a controlled test cell environment
and post-overhaul function checks
Provide on-site services, including but not limited to:
2.1.2.1 Review latest recommendations, improvements, and technical information letters and recommend which should be
implemented
2.1.2.2 Perform a full borescope inspection, package inspection, controls inspections and calibrations as needed
2.1.2.3 Implementation of product bulletins, service bulletins, and other OEM recommendations
2.1.2.4 Perform preventive and corrective maintenance and inspections perform on the exterior of installed gas turbine
2.1.2.5 Remove and install gas turbines
2.1.2.6 Separation of generator and power turbine
2.1.2.7 Turbine preservation and shipping
2.1.2.8 Quarterly, semi-annual, annual and controls inspections
2.1.2.9 Verify full alignments
2.1.2.10 Troubleshoot all aspects of package and engine problems
2.1.2 2.1.1.2.2
2.1.1.3.1 2.1.1.3.2
2.1.1.3.3 2.1.1.3.4
Agreement with GE Vernova International LLC Page 19 of 50 Rev. 12-1-25
2.1.2.11 Perform repairs and remedial measures identified during inspection and maintenance including but not limited to on-site Level 1 or 2 maintenance work packages if needed.
2.2 Depot Services:
Complete disassembly and assembly of modules down to individual piece parts
Repair, recondition, and replace of piece parts and accessories Test gas generator, gas turbine and/or power turbine in test cell in accordance with the requirements of GEK 112163
Repair and replace high and low pressure compressor (HPC/LPC) components
Replace hot section and combustor components
Replace internal engine components
Transport equipment from the City to Contractor’s depot facility Provide inspections services, including but not be limited to:
2.2.8.1 Review latest recommendations, improvements, and technical information letters and advice on implementation
2.2.8.2 Review borescope results and plan subsequent borescope inspections or required maintenance
2.2.8.3 Perform required on-site Level 1 or 2 maintenance work packages
Remedial measures as mutually agreed by Parties to:
2.2.9.1 Address issues discovered during turbine inspections
2.2.9.2 Restore gas turbine system to optimal operating condition
2.3 Other as-needed services
Develop and implement routine, preventive and condition-based maintenance programs
Institute comprehensive reporting procedures to ensure close communication with City staff
Supply parts as required to maintain, repair, and perform services
2.2.1 2.2.2
2.2.3 2.2.4
2.2.5 2.2.6
2.2.7 2.2.8
2.2.9 2.3.1
2.3.2 2.3.3
Agreement with GE Vernova International LLC Page 20 of 50 Rev. 12-1-25
Provide rental of temporary engines and related equipment as needed to support engine functionality during maintenance and repairs Provide miscellaneous field support and depot services
SECTION 3. SPECIFIC REQUIREMENTS
3.1 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
Expedited procurement and transportation of materials, parts, and equipment as mutually agreed by the Parties.
SECTION 4. REPORTS
4.1 Service Reports
For Field Services, approximately seven (7) days after completion of Services, Contractor shall provide a report to the City, which shall include the following information. Depot Services reports shall be submitted within thirty (30) days following return shipment of the applicable equipment:
4.1.1.1 Description of the Services performed
4.1.1.2 Summary of existing conditions
4.1.1.3 Description of noted issues/deficiencies (including photos, where applicable) and recommended corrective action
4.1.1.4 Summary of parts and materials provided by Contractor, including serial number of all parts removed and installed
4.1.1.5 Any information that may be requested by the City For Borescope service finding reports, Contractor shall communicate to the City as follows:
4.1.2.1 Verbally on the same day or within 12 hours
4.1.2.2 Within 24 hours, send an email with photos, location, dimensions, and other information describing the finding.
2.3.4 2.3.5
3.1.1 3.1.2
3.1.3 3.1.4
3.1.5 4.1.1
4.1.2 Agreement with GE Vernova International LLC Page 21 of 50 Rev. 12-1-25
4.1.2.3 Within 72 hours, send photos, location, dimensions, measurements and engineering disposition.
4.1.2.4 Within 7 calendar days, send a full report in electronic format (e.g., PDF, Word).
4.2 Status Reports
Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.
Contractor may be required to provide status updates daily , weekly, or monthly at the direction of City.
4.2.2.1 For field services, the Contractor shall provide daily reports via email summarizing the completed activities, personnel on site, findings, issues identified, and planned next steps. Reports shall be submitted at the end of each workday or before
commencement of the subsequent shift.