City Council and Authorities Concurrent
August 18, 2026

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
GROUP 4 ARCHITECTURE, RESEARCH AND PLANNING

FOR THE
INTERNATIONAL SWIM CENTER REHABILITATION PHASE 2 PROJECT

EXHIBIT F

PROJECT MANAGEMENT DOCUMENTATION SOFTWARE

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

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

3.0 REQUIREMENTS
A. General Requirements:

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

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

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

B. Project Web Requirements:

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

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

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

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

C. Electronic File Requirements:

1. In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Consultant and Subconsultants Design Professional Agreement with Group 4/Exhibit F- Project Management Software

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

4.0 IMPLEMENTATION REQUIREMENTS
A. e-Builder is a comprehensive Project and Program Management system that will be implemented for managing documents, communications, and costs between the Contractor, Subcontractors, Consultant, Subconsultants, and Owner. e-Builder includes extensive reporting capabilities to facilitate detailed.

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

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

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

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

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

Design Professional Agreement with Group 4/Exhibit F- Project Management Software

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

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

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

2. Quarterly e-Builder software enhancements.

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

C. e-Builder user licenses shall be obtained by the City, Owner Manager, and QA/QC Agencies for which the Design Consultant is not responsible. 'Rea.I trroo, upda.ted
sched ule information
Automated .:ommunirntions
(e.g, e•ma;/ notifications of changes
In chedU/e, docwnents, worl<.f/0',11)
Pr,ogram Managemant
Schedu les
Cost
Workflow (tr.ansmlttals, submlttals,
RF Is, change orders)
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cost/budget nformatlon
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workflow,cost, m les1one,, other)
Eii:ec;utives
Consultants, Arc.h itects,
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Design Professional Agreement with Group 4/Exhibit F- Project Management Software

Design Professional Agreement with Group 4/Exhibit G- Project Design Consideration

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE
City OF SANTA CLARA, CALIFORNIA,
AND
GROUP 4 ARCHITECTURE, RESEARCH AND PLANNING
for THE
INTERNATIONAL SWIM CENTER REHABILITATION PHASE 2 PROJECT

EXHIBIT G

PROJECT DESIGN CONSIDERATIONS

1. General:

The following design considerations and information have been identified for the project and shall be taken into consideration and reviewed with the City by the Consultant as part of the work and decisions and directions for each of these items will be discussed and direction given by the City for the Consultant to use in the development of the project documents.

1.1. Open Outdoor Space Design

1.1.1. Do not locate trees/plants that will drop leaves that can blow into the pool.

1.1.2. Design for hosting competitive meets and address:
 Ability to separate spectators from competition area.  Family Changing Rooms.
 Separate bathroom on the competition side of the pool from the locker rooms (can be single use).
 Provide space for EZups or a built-in shade cover near the starting block areas for short-course and long-course.
 Provide infrastructure for streaming competitions.
 Provide strong Wi-Fi throughout.
 Provide an indoor room within the view of the pool to run meet operations.
 Light poles on timer and lower poles to provide more lights.

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

Design Professional Agreement with Group 4/Exhibit G- Project Design Consideration

1.1.4. Identify lead times for specialty equipment and materials to facilitate the project schedule. Determine needs and help facilitate orders as soon as possible. Consultant shall be required to contact applicable manufacturers and contractors to obtain accurate lead time for specialty equipment and materials.

1.2. General Building Design Criteria:

1.2.1. Provide inclusive, safe, and accessible amenities within an aquatics amenity center including administrative space to support daily operations (reception), full-time staff, and program management as well as dedicated and flexible spaces for lifeguard operations (briefing/training, break room, and lockers). Provide two all-gender shower and restroom combos.

1.2.2. Design the building in such a way to accommodate potential future expansion.

1.2.3. Establish secure, controlled access to administrative and restricted employee areas.

1.2.4. Integrate emergency operations features, such as audiovisual systems for public announcements, facility management and training, surveillance points and a first-aid station.

1.2.5. Ensure the administration building integrates seamlessly with existing and planned aquatic programs, party rentals and special events. This will include restroom facilities and locker rooms.

1.2.6. Explore design options with non-aquatic fitness and training amenities to serve the broader community, such as a meeting room, program room(s), multi-purpose room with kitchen, etc.

1.2.7. Integrate sustainable and efficient/long-term operation and maintenance.

1.2.8. Provide a facility that aligns with community priorities established through public engagement and the Community Aquatic Facilities Stakeholder Committee.

1.2.9. Deliver a value engineered project within the established budget in a timely manner which meets all local, state and national building and aquatics safety standards.

1.2.10. Building design that allows for future scalability.

1.2.11. Avoid small tiles for shower stalls.

Design Professional Agreement with Group 4/Exhibit G- Project Design Consideration

1.2.12. The building shall be higher in elevation to avoid stormwater inundation and flooding or have good drainage around the building.

1.2.13. Provide material and equipment storage.

1.2.14. Specify industrial grade material and equipment.

1.2.15. Use non-slip and darker color floor tiles.

1.2.16. For the Community Room:
 Include- refrigerator, microwave, TV, hookups for laptop, and the ability to wash + sink for 65-100 capacity.
 Provide another small community room for 25 people with similar amenities.
 Provide direct walk out lock at community room.

1.2.17. Cabana rental outside of pool area.

1.2.18. Provide overhangs for shade and block sunlight from entering offices.

1.2.19. Provide security cameras throughout.

1.2.20. Provide card readers.

1.2.21. Provide intercom system.

1.3. Summary of potential programming / maintenance considerations:

The programming could serve a broad range of community needs, including but not limited to general recreation, fitness, competitive aquatics, water safety education, community programming, support spaces for year-round programming, etc. The building also needs to include maintenance and programming support functions.

1.3.1. Building interior - City operational requirements  Reception desk area
 Locker room (restroom/meter shower)
 Family changing room
 Program room(s) (flex space for programming and public use)  Meeting room
Design Professional Agreement with Group 4/Exhibit G- Project Design Consideration

 Lifeguard space with lockers
 Digital information display
 Storage rooms
 IT/server/maintenance room
 Multi-purpose room(s)
 Administrative office(s) (individual offices, modular station and/or open space for key seasonal staff)
 Staff break room (with kitchenette)
 Janitorial room with hot and cold water and mop sink with shelving and storage cabinets
 All offices facing Patricia Drive shall not include any windows to maintain privacy of adjacent neighbors. Vice versa, all rooms/offices facing the interior pools to contain windows  Misc. – Wi-Fi, digital signage, key card access, AV system throughout facility with connectivity to scoreboard and outdoor speaker, water bottle filling stations
 Staff room that will be able to observe entire swim area  Ventilation and operable windows
 Dedicated restrooms
 One meeting room dedicated for staff (lifeguards, etc.) only  Two offices, manager and supervisor

1.3.2. Desired amenities
 Rental space / party room (with kitchenette, and outdoor programming space)
 Washer/dryer
 Fitness gym
 Reception/lounge
Design Professional Agreement with Group 4/Exhibit G- Project Design Consideration

1.3.3. Competitive/community wish list –
 Multi-use space for 200 people with tables and chairs, full kitchen with cooking amenities (e.g., large refrigerator and freezer space, sink for doing dishes, ice maker, food
prep/counter space, stove/convection oven, warmer)
 Room for stretching/group dryland workouts
 Dedicated office space for coaches
 Family changing rooms
 Adequate lockers and showers
 Adequate toilets and sinks
 Exterior showers and restrooms for athletes

1.3.4. Exterior Building Facilities - City operational requirements  Hose bibs
 Storage space with vented air completely separate from indoor janitorial space with built-in shelving for storage
 Landing pad for up to 5 food trucks
 Exterior buildings – address upgrades to existing restroom and park maintenance buildings
 Drop off lane / curb cut for passenger cars / buses still maintain sidewalk attached to the sidewalk

1.3.5. Desired amenities
 Concession stand
 Connected courtyard / space adjacent to party room, shade canopy, scoreboard
 covered spectator seating, solar, TVs
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-489 Agenda Date: 8/18/2026

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Ten Over Studio for Design Professional Services for the Fire Station 7 Replacement Project

BACKGROUND
Originally constructed in 1971, Fire Station 7 located at 3495 Benton Street (Attachment 1), is in need of renovation or replacement to address various deficiencies including operational capacity, accessibility, and modern fire service requirements. The existing facility no longer supports current apparatus sizes, staffing needs, current ADA standards, or essential support spaces.

The Fire Station 7 Replacement Project (Project) will be completed in two phases. Phase I of the Project includes a study of the existing fire station to determine the most effective approach for meeting the Fire Department's current and future operational needs through either renovation or replacement. Phase II of the Project includes developing design plans according to the approved schematic design, constructing the facility to meet current requirements, and providing engineering support during the construction.

The Phase I study scope of work includes evaluating the facility's existing conditions, testing and assessing building materials, conducting a cost-benefit analysis of renovation versus replacement, developing schematic plans and alternative layouts, and providing recommendations for additional fire station features that would enhance functionality and support the Fire Department's operational needs.

The Project was previously unfunded, however in November 2024, Santa Clara voters approved Measure I, authorizing the issuance of General Obligation bonds to address the City’s infrastructure needs including the renovation or replacement of Fire Station 7.

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

On January 16, 2026, a competitive Request for Proposals (RFP) was published on the City’s eprocurement platform for Phase I and Phase II engineering services. The City received four proposals from Brown Reynolds Watford Architects; CSHQA; Joseph Chow & Associates, Inc. and Aetypic, Inc. (JCA/AET JV); and Ten Over Studio. For Phase I, a proposal review panel consisting of City of Santa Clara Page 1 of 3 Printed on 8/14/2026
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26-489 Agenda Date: 8/18/2026
staff from the Department of Public Works and Fire Department evaluated each proposal against the criteria set forth in the RFP, including responsiveness, firm qualifications, experience and availability of key staff, project approach, and ability to complete the project in a timely manner. Based on the panel’s evaluation, staff recommends awarding the agreement to Ten Over Studio. Ten Over Studio demonstrated a strong understanding of the Project and provided an excellent approach to the work presented in the RFP. They also have extensive architecture experience working in the Bay Area and have successfully completed similar fire station projects in the past.

The proposed agreement (Attachment 2) for Phase I includes a negotiated scope of services and fees based upon the understanding of the work to be performed. The scope of services generally includes project management, surveying, testing and evaluation of the existing building, data analysis and delivery of a preliminary report comparing renovation and rebuilding options, and a final recommendation with cost estimates for each option.

Staff recommends entering into the agreement with Ten Over Studio to provide design professional services for Phase I of the Project. Approval of this agreement will provide professional services necessary to evaluate the building and make recommendations for completing the Project.

The RFP also included a provision that allows the City to solicit cost proposals, negotiate, and enter into an additional design professional services agreement for Phase II of the Project with either Ten Over Studio or one of the other consultants that submitted proposals for the RFP. Upon completion of the Phase I study, staff will return to Council with a recommendation to award the design phase of the Project.

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

Environmental review in accordance with CEQA will occur as part of the design and approval process for any project subject of the design professional services of this agreement.

FISCAL IMPACT
The proposed agreement is for a total not-to-exceed amount of $233,336. This amount includes $210,124 for basic services, and a not-to-exceed amount of $23,212 for additional services and reimbursable expenses. Funding for the Agreement is available in Fire Station 7 Replacement project in the Measure I General Obligation Bond Projects Fund.

COORDINATION
This report has been coordinated with the Finance Department, the Fire 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 Page 2 of 3 Printed on 8/14/2026
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26-489 Agenda Date: 8/18/2026
City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the City Manager to execute an Agreement with Ten Over Studio for Design Professional Services for the Fire Station 7 Replacement Project in the not-to-exceed amount of $233,336, in a final form approved by the City Attorney; and

2. Authorize the City Manager to execute amendments, extensions, and related documents necessary to implement the Agreement, provided such actions are consistent with the purpose, scope, and funding authority described in this staff report, in a final form approved by the City Attorney.

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

ATTACHMENTS

1. Project Location Map

2. Agreement with Ten Over Studio
City of Santa Clara Page 3 of 3 Printed on 8/14/2026
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Attachment 1
Project Location Map

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Design Professional Agreement with Ten Over Studio, Inc. Page 1 Rev. 09-28-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TEN OVER STUDIO, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Ten Over Studio, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. 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 of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Design Professional Agreement with Ten Over Studio, Inc. Page 2 Rev. 09-28-18
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 August 18, 2026 and terminate on June 30, 2027.

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

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

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

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

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

Design Professional Agreement with Ten Over Studio, Inc. Page 3 Rev. 09-28-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Two Hundred Thirty-Three Thousand Three Hundred and Thirty-Six Dollars ($233,336), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services.

All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

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

Design Professional Agreement with Ten Over Studio, Inc. Page 4 Rev. 09-28-18

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

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

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing Design Professional Agreement with Ten Over Studio, Inc. Page 5 Rev. 09-28-18
furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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

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

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 Contractor’s Services hereunder.

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

Design Professional Agreement with Ten Over Studio, Inc. Page 6 Rev. 09-28-18

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

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

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

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

Ten Over Studio, Inc.
539 Marsh Street
San Luis Obispo, CA 93401
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
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections Design Professional Agreement with Ten Over Studio, Inc. Page 7 Rev. 09-28-18
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).

Due to the nature of the Services to be performed, Consultant shall promptly file a Statement of Economic Interests (Form 700) upon commencement of the Agreement in accordance with California Government Code section 87200, et seq.

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

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

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

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

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 Ten Over Studio, Inc. Page 8 Rev. 09-28-18

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

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

CONTINUED ON PAGE 9
Design Professional Agreement with Ten Over Studio, Inc. Page 9 Rev. 09-28-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

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

GLEN R. GOOGINS
City Attorney
JŌVAN GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
TEN OVER STUDIO, INC.
a California corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
Design Professional Agreement with Ten Over Studio, Inc./Exhibit A-Scope of Services Page 1 Rev. 09-28-18

EXHIBIT A

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

I. BACKGROUND
The City of Santa Clara intends to modernize Fire Station 7 to meet current and future operational, safety, and service needs. The City is evaluating options that include renovation and expansion of the existing facility, or the demolition and construction of a new fire station.

This project is funded through Measure I, a voter-approved general obligation bond measure approved by Santa Clara voters in November 2024. Measure I provides funding for the repair, replacement, and modernization of critical City infrastructure and public safety facilities, including fire stations. Bond proceeds allocated under Measure I will be used to support the demolition of the existing facility and construction of a new fire station on the current site. The project is subject to all applicable Measure I requirements, including use-of-funds restrictions and oversight provisions.

II. PROJECT DESCRIPTION AND REQUIRED SERVICES
The City proposes upgrading Fire Station 7 by either renovation or rebuilding of the existing fire station. Upgrades may consist of demolishing and rebuilding of the fire station, or expansion in the apparatus bay for aerial apparatus, redesign of staff areas, HVAC and electrical system upgrades and driveway reconfiguration. Based on this upgrade criteria, Consultant shall provide a recommendation to either renovate or to rebuild based on a cost benefit analysis as part of this study.

The services of Consultant shall include a survey of existing conditions of the fire station, testing and assessment of building materials, a cost benefit analysis for renovation versus rebuilding options, recommendations for other desirable fire station features, and provide schematic plans and alternatives.

III. SCOPE OF WORK
Task 1: Building Preliminary Study and Cost Benefit Analysis The Consultant shall:

1.1 Visit and verify the existing site, building condition, equipment and facilities to identify opportunities and constraints based on Fire Department needs and the following criteria:

1.1.1 Inspect the existing site and the existing building for the configuration of the driveway.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit A-Scope of Services Page 2 Rev. 09-28-18
a. Evaluate the turning radius into the back of the fire station that would allow fire engines and tiller trucks to make the turn and pull through without backing.

1.1.2 Inspect and evaluate the building’s interior space for the proposed:
a. Single-story or two-story fire station building layout, depending on optimal site design and operational needs. Provide alternatives for both options.

All designs shall be done in accordance with the ADA Design Guidelines and Regulations, latest building and fire codes, and other applicable codes and standards recommended by the Consultant.
b. Three (3) apparatus bays. The bays must be sized to accommodate a fire engine, tiller truck, and ambulance or reserve apparatus in the future. c. Ten (10) individual sleeping dorm rooms to accommodate ten personnel. d. “Jack and Jill” style bathrooms serving the dorm rooms. Each bathroom module will include a central double-sink vanity accessible from two sides, separate lockable rooms for the toilet and shower to ensure privacy, two independent entrances from each adjacent dorm room, use of locking pocket doors where to maximize interior space and avoid blocking open areas, and durable, easy-to-clean materials appropriate for high-use and contamination-control needs.
e. A dedicated laundry room.
f. A community room with access to a public restroom, independent from station staff access.
g. Computer workstation space for a minimum of ten (10) personnel. h. A gym located away from the dormitory area to reduce noise impacts. i. The gym which shall include both an interior door providing direct access to the apparatus floor and an exterior double door leading to a covered outdoor exercise patio. Provide a window from interior living space into gym so that visual can be made on personnel inside the gym in case of a medical emergency.
j. Extend water and electrical utilities adjacent to gym to support potential future installation of health and fitness equipment.
k. Water filtration station for water bottles adjacent to gym. l. A kitchen with space to accommodate a minimum of three (3) refrigerators, with capacity for up to four (4) refrigerators preferred. m.A dayroom/kitchen layout that includes added windows with blinds between the kitchen and dayroom spaces to allow for natural light and controllable privacy. Position dayroom and patio on the Mark Avenue side of the building.
n. Apparatus bays equipped with vertical accordion-style apparatus doors.

See video link for example:
https://www.youtube.com/watch?v=LV8J8i8fAeU
o. Driveway access design shall position the security gate sufficiently far from the street to allow a sixty-foot (60') truck to wait without obstructing roadway traffic.
p. HVAC system throughout building for heating and cooling, including apparatus bays.
q. Diesel fueling station/reservoir on grounds.
r. Radio antennae relocation if necessary. Antennae must remain on property.
s. Gray water capture system on property to allow for vehicle washing inside or outside.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit A-Scope of Services Page 3 Rev. 09-28-18

1.1.3 Recommend HVAC criteria for rebuild.

1.1.4 Recommend electrical system criteria for rebuild.

1.1.5 Evaluate the existing building and HVAC system for a proposed air evacuation system of apparatus floor to evacuate the air out of the apparatus floor and remove all exhaust and particulate from the running apparatus. Recommend air evacuation system criteria for rebuild option.

Inspect the entire building for potential upgrades per the current building standards code.

1.1.6 Recommend design criteria capable of supporting LEED Silver and in compliance with the City’s Climate Action Plan and all applicable City’s reach codes.

1.2 Perform all necessary soil test and hazardous material inspection and assessments to identify and address any potential issues and concerns related to the building renovation and rebuild options.

1.3 Provide additional recommendations on building renovation and upgrades not mentioned in the criteria that the City should consider.

1.4 Develop probable construction cost and cost benefit analysis for rebuild.

1.5 Develop a construction schedule for building rebuild.

1.6 Meet with City staff to obtain additional information and input as needed. Consultant shall attend at least 2 meetings (one kick off and one follow up meeting).

1.7 At the City’s request, Consultant may be required to conduct a community meeting or present to City Council for public input. Consultant to prepare all necessary documents, presentation materials, and renderings to support the outreach.

Task 1 Deliverables:

1. A draft report to document the existing building conditions and necessary building code upgrades. It shall include site opportunities and constraints and preliminary cost benefit analysis and recommended option (renovate or rebuild), also recommendation of other upgrades not mentioned in the criteria that the City should consider, and a list of Pros and Cons of renovate vs. rebuild options (electronic copy).

2. A draft probable construction cost estimate for build options (electronic copy).

3. A draft construction schedule for rebuild options (electronic copy).

4. A draft and final meeting minutes with action items, identifying responsible parties and scheduled completion dates (electronic copy).

Task 2: Final Recommendations
Based on City staff’s review and comments on the draft documents in Task 1, Consultant shall revise the draft documents and submit the final documents to the Design Professional Agreement with Ten Over Studio, Inc./Exhibit A-Scope of Services Page 4 Rev. 09-28-18
City. Consultant shall meet with the City staff for a final review and document revision.

Task 2 Deliverables:

1. Final report documenting the existing building conditions and necessary building code upgrades, the cost benefit analysis rebuild, recommendation for other upgrades not mentioned in the criteria that the City should consider, final recommendation (electronic copy).

2. Construction cost estimate for the recommended option (electronic copy).

3. Construction schedule for recommended option (electronic copy).

Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $210,124, plus any authorized Reimbursable Expenses, which shall not exceed $2,000. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $21,212. In no event shall the amount billed to City by Consultant for services under this Agreement exceed $233,336, subject to budget appropriations.

II. BASIC SERVICES
Compensation shall be in proportion to services rendered and shall be billed monthly as percentages of completion for each phase listed below. Fees shall be lump sum and not-to-exceed per task as listed below. City may re-allocate remaining budget from any finished tasks to any un-finish tasks as need to complete works within the Basic Services.

Tasks denoted as Optional Tasks, as stated in Exhibit A, require pre-approval in writing by CITY prior to performing any services under the task. Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the work to be performed. Fees for Optional Tasks shall be considered as Basic Services.

Description Amount
Task 1 Building Preliminary Study / Cost Benefit
Analysis
$172,969
Task 2 Final Recommendation $25,055
Optional Services
Task 3 Soil Sampling $12,100
Total $210,124
In no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed Two Hundred and Ten Thousand One Hundred and Twenty-Four dollars ($210,124), subject to budget appropriations.

III. REIMBURSABLE EXPENSES
Reimbursable Expenses shall not exceed $2,000 without prior written approval by the City. The amount allocated for Reimbursable Expenses shall be the Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 09-28-18
Consultant’s full compensation for all Reimbursable Expenses required for the Project and by this Agreement, as directed by the City, and no additional compensation shall be allowed. Reimbursable expenses shall be billed at cost without any markup. Receipts and invoices detailing the Reimbursable Expenses shall be included with each billing where a Reimbursable Expense is invoiced.

Reimbursable Expenses are in addition to compensation for Basic and Additional Services. The following is a sample of items that are included as part of the Basic Services and are not considered Reimbursable Expenses:
 Basic Office Expenses such as overhead, paper, pens, pencils, ink cartridges  Insurance Expenses, Applicable Taxes, Computer Time
 Travel Expenses (local and long distance), including meals and gas  Faxes
 Local and Long Distance Telephone Expenses (land lines and cellular phones)  US Mail
 Paper Cost
 Copying Cost
 Plotting Cost
Reimbursable Cost may include:
 Outside Duplicating Cost for Plans and Reports as specified in Section III, Scope of Work, of Exhibit A
 Presentation Materials
 Delivery Services, when requested by City.
 Courier Services when requested by City.

City may re-allocate remaining budget from reimbursable expenses to additional services. All reimbursable costs, other than those listed above, shall be approved in advance by City.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated price. Monthly billing for Additional Services shall be consistent with the terms set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed $21,212 without approval by the City.

V. RATE SCHEDULE
Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 3 Rev. 09-28-18
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Rates by classification are listed below. No adjustment to the rates will be allowed during the term of this Agreement unless otherwise agreed in writing by City. Any classifications added, or staff members changing classifications, shall be approved in writing by City.

Consultant - Ten Over Studio:

Classification Hourly Rate
Principal in Charge $ 300
Project Manager $ 240
Senior Architect $ 234
Architect $ 186
Senior Designer $ 162
Sub-consultants:

BCA
Classification Hourly Rate
Principal $ 305
Engineering Manager $ 245
Project Engineer $ 205
Assistant Engineer $ 170
GLUMAC
Classification Hourly Rate
Vice President $ 400
Project Manager $ 290
Project Engineer $ 290
Designer $ 250
BIM $ 200
Project Coordinator $ 175
BKF
Classification Hourly Rate
Principal In Charge 333
Senior Project Executive 309
Project Manager 287
Surveying Manager 264
Field Crew (2) 490
Project Surveyor 215
Project Engineer 215
Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 4 Rev. 09-28-18
SFMI
Classification Hourly Rate
Principal $ 220
Senior Egnineer $ 175
Engineer $ 160
CAD $ 120

HALEY ALDRICH
Classification Hourly Rate
Principal $ 365
Senior Project Manager $ 270
Technical Expert $ 270
Senior Technical Specialist $ 230
Project Professional $ 200
Technical Specialist $ 200
Project Support $ 125
H&A Lab Testing $ 660

CUMMING GROUP
Classification Hourly Rate
Associate Director $ 260
Senior Cost Manager $ 225
Allowable sub-consultant markup: 10%
VI. PAYMENT PROVISIONS

6.1Time 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:

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

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

Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 5 Rev. 09-28-18

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

6.2 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:

6.2.1 Invoices must include the following information:

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

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

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

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

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

6.4When 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).

6.5Invoices 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.

6.6The City shall not pay for time associated with administrative or billing-related tasks, including but not limited to preparing responses to Work Requests, addressing billing issues, or communicating with auditors.

6.7If 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.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit B-Schedule of Fees Page 6 Rev. 09-28-18

6.8Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Consultant.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with Ten Over Studio, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or one million dollars ($1,000,000) aggregate.

E. POLLUTION LIABILITY
Pollution Liability insurance covering liability for third-party bodily injury, property damage and cleanup costs resulting from a pollution incident with a limit not less than $1,000,000 per occurrence.

F. 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.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18

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

4. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions must be declared to the City.

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

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

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

Design Professional Agreement with Ten Over Studio, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18

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

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

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

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

I. 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:

Design Professional Agreement with Ten Over Studio, Inc./Exhibit C-Insurance Requirements Page 5 Rev. 09-28-18
EBIX Inc.

City of Santa Clara Department of Public Works
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]
J. 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.

EXHIBIT C-06 Professional Service Contract.doc
Design Professional Agreement with Ten Over Studio, Inc./Exhibit D-Labor Compliance Page 1 Rev. 09-28-18

EXHIBIT D

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

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

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

Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

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.

As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

Design Professional Agreement with Ten Over Studio, Inc./Exhibit D-Labor Compliance Page 2 Rev. 09-28-18
In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations.

Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

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

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

All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”.

Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

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

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

Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

Enforcement
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 Design Professional Agreement with Ten Over Studio, Inc./Exhibit D-Labor Compliance Page 3 Rev. 09-28-18
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.

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

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

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

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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-732 Agenda Date: 8/18/2026

REPORT TO COUNCIL

SUBJECT
Action to Approve Multidisciplinary Engineering Master Services Agreements for Silicon Valley Power and Authorize Additional Aggregate Maximum Compensation Not-to-Exceed $80 Million Across Four Master Agreement Groups, to be Funded from the Electric Utility Fund and the Electric Utility Capital Fund

EXECUTIVE SUMMARY
Silicon Valley Power (SVP), the City of Santa Clara's municipal electric utility, requires specialized engineering consulting services to support system expansion, capital project delivery, system operations, and reliability improvements. These services include transmission and distribution engineering, substation design, power system modeling, interconnection studies, protection and control engineering, civil and structural engineering, grounding design, and construction management and inspection. To provide these services efficiently, SVP competitively procures master services agreements with pre-qualified engineering consulting firms, allowing specialized expertise to be retained on an as-needed basis.

The City Council has previously authorized master services agreements with pre-qualified engineering firms, with a combined aggregate amount of $138 million to support SVP’s engineering, capital improvement, and operational needs. Throughout this report, these agreements are referred to as Group 1, Group 2, and Group 3 agreements. These agreements have provided specialized engineering support for critical projects, including the Northern Receiving Station (NRS) Upgrades and Expansion, Scott Receiving Station (SRS) Rebuild and Replacement, Kifer Receiving Station (KRS) Rebuild and Replacement, NRS-KRS 115kV Transmission Line, Battery Energy Storage System, Esperanca Substation, Laurelwood Substation, Northwest Loop Capacity Upgrade, Juliette Substation, Palm Substation, Walsh-Uranium 60kV Reconductor, and Homestead-Serra 60kV Line Enhancement.

SVP expects continued load growth in electric demand and significant infrastructure investment over the next decade. Peak system load is projected to increase from 813 megawatts (MW) in 2026 to 1,709 MW by 2036, requiring substantial investment in new transmission, substation, and reliability infrastructure. Planned projects include new 230kV transmission facilities, expansion of the internal 60kV transmission network, transmission line replacements and reconductoring, system reliability improvements, and physical security enhancements at critical utility facilities. Meeting these needs will require continued access to specialized engineering expertise that supplements in-house staff.

Accordingly, this report requests City Council approval to establish a new Group 4 pool of multidisciplinary engineering master services agreements and authorize an additional $80 million in aggregate maximum compensation across all master agreement groups. If approved, the combined aggregate maximum compensation across Group 1 through Group 4 would be $218 million, City of Santa Clara Page 1 of 12 Printed on 8/14/2026
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consisting of the previously authorized $138 million plus the proposed $80 million.

The requested action would also authorize staff to administer the Group 1 through Group 4 agreements within the combined $218 million aggregate cap, including reallocating compensation among agreements as project needs evolve and establishing additional engineering master services agreements if specialized services are not available through the existing pools. Any future agreements would be procured in accordance with Chapter 2.105 of the Santa Clara City Code (City Code), remain within the approved $218 million aggregate cap, be subject to appropriation of funds, and the review and approval as to form by the City Attorney.

BACKGROUND
Over the years, SVP staff have conducted multiple competitive solicitations in accordance with Chapter 2.105 of the City Code to establish pre-qualified pools of consultants to support engineering, planning, and operational needs. These solicitations were structured to address distinct service areas and evolving project requirements, resulting in the establishment of three groups of master services agreements, with a combined aggregate maximum compensation of $138 million authorized by the City Council.

Master Services Agreements Approved Through Prior Council Authorizations (a) Group 1 - System Expansion Planning, Plan Implementation, and General Consulting Services
The Group 1 master services agreements support SVP’s System Expansion Plan, Plan Implementation, and General Consulting Services. The initial authorization established agreements with (i) Electrical Consultants, Inc. for System Expansion Plan, (ii) AECOM Technical Services, Inc., Burns and McDonnell Engineering Company, Inc. (Formerly 1898 & Co.), Stantec Consulting Services Inc., and TRC Solutions, Inc. for Plan Implementation, and (iii) Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC for General Consulting Services. Since their initial execution, the agreements have been amended, where applicable, in accordance with the authority granted by the City Council, including updates to rates, compensation, and other administrative provisions.

Through multiple City Council actions, the aggregate authorization was incrementally increased to $103 million to support growing project demands, as summarized below:
· October 13, 2020 (RTC 20-854): Initial authorization establishing multiple agreements with a total aggregate maximum compensation of $850,000 for System Expansion Planning and $25 million for Plan Implementation and General Consulting Services; · May 10, 2022 (RTC 22-555): Approved (i) an amendment to the agreement with AECOM Technical Services, Inc., increasing the contract amount from $3 million to $11 million and (ii) an increase of the total aggregate authorization to $33 million for Plan Implementation and General Consulting Services;
· October 4, 2022 (RTC 22-166): Authorized amendments to existing agreements, increasing the total aggregate authorization to $50 million for Plan Implementation and General Consulting Services;
· July 18, 2023 (RTC 23-737): Authorized (i) amendments to the agreement with Electrical City of Santa Clara Page 2 of 12 Printed on 8/14/2026
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Consultants, Inc. to increase the total amount to $1.5 million for System Expansion Plan, and (ii) an increase the total aggregate authorization to $80 million for Plan Implementation and General Consulting Services;
· December 3, 2024 (RTC 22-1123): Authorized amendments to existing agreements, increasing the total aggregate authorization to $100 million for Plan Implementation and General Consulting Services; and
· February 11, 2025 (RTC 25-73): Authorized (i) an amendment to Electrical Consultants, Inc. to extend the term and increase the total amount to $3 million for System Expansion Plan, (ii) an increase of the total aggregate authorization to $103 million for System Expansion Planning, Plan Implementation, and General Consulting Services.
(b) Group 2 - Protection, Communications, and Control System Engineering Support Services
The Group 2 master services agreements support SVP’s ongoing operational and capital needs, including engineering services for electric protection systems, communications infrastructure, and control systems essential to the safe and reliable operation of the electric utility.

On February 22, 2022 (RTC 22-147), the City Council authorized agreements with Burns and McDonnell Engineering Company, Inc. (Formerly 1898 & Co.), HDR Engineering, Inc., Leidos Engineering, LLC, Power-Tech Engineers, Inc., SEL Engineering Services, Inc., Soudi Consultants, Inc., and TRC Solutions, Inc. Since their initial execution, the agreements have been amended, where applicable, in accordance with the authority granted by the City Council, including updates to rates, compensation, and other administrative provisions.

The agreements have a combined aggregate maximum compensation of $20 million over their terms, subject to an annual not-to-exceed limit of $4 million. (c) Group 3 - As-Needed Engineering Support Services (Transmission Planning and System Operations)
The Group 3 master services agreements provide specialized engineering support for SVP system operations and planning functions, including transmission planning for real-time operations, system enhancement and expansion transmission planning, project scheduling, communications engineering (wide area network), system operations business planning, and commissioning and testing support.

On November 18, 2025 (RTC 25-1573), the City Council authorized agreements with Electric Power Engineers, LLC, Flynn Resource Consultants, Inc., Handran Engineering, Leidos Engineering, LLC, and Power-Tech Engineers, Inc. All agreements have been executed, except the agreement with Handran Engineering, which is close to being finalized pending negotiation of a few outstanding contract provisions.

The agreements have a combined aggregate maximum compensation of $15 million over their terms.

Summary of Existing Consultant Groups
The master services agreements established through prior City Council actions have provided SVP City of Santa Clara Page 3 of 12 Printed on 8/14/2026
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with flexible access to specialized engineering expertise needed to support planning, design, operations, and implementation of critical electric utility projects. Table 1 summarizes the existing groups of master services agreements, their authorized City Council compensation amounts, and the estimated remaining City Council-authorized capacity. Additional information on the individual agreements, including their terms and current expiration dates, is provided in Table 3.

Table 1 - Summary of Existing Master Services Agreements Group Service Area Authorized
Amount
Estimated
Remaining
Authorized
Capacity
Status / Use Going
Forward
Group 1 System Expansion
Planning, Plan
Implementation,
and General
Consulting
$103 million $11 million Retain for active
projects and completion
of previously authorized
work; no new task
orders
Group 2 Protection,
Communications,
and Control
System
Engineering
Support
$20 million $14 million Continue to support
ongoing operational and
capital projects
Group 3 As-Needed
Engineering
Support Services
(Transmission
Planning and
System
Operations)
$15 million $15 million Continue to support
ongoing operational and
capital projects
Total $138 million $40 million
Capital Projects Supported by Engineering Master Services Agreements City Council-authorized funding under the existing master services agreements has supported a broad range of completed and active capital projects and engineering efforts, as listed in Table 2.

These projects are examples of the City’s use of prior authorization to advance tangible utility infrastructure, reliability, and system capacity objectives. Through the term of the master services agreements, since FY 2020/21 for Group 1 and FY 2021/22 for Group 2, an average of approximately $16.3 million has been allocated annually for capital projects and some operating expenditures.

Table 2 - Projects Supported by Engineering Master Services Agreements Project Name Master Services
Agreements
Utilized
Project Type/Outcome
Transmission System
Reinforcement
Group 1 Transmission improvement
San Tomas Junction Groups 1, 2 Substation project
Stender Way Junction Substation Groups 1, 2 Substation project City of Santa Clara Page 4 of 12 Printed on 8/14/2026
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Project Name Master Services
Agreements
Utilized
Project Type/Outcome
Transmission System
Reinforcement
Group 1 Transmission improvement
San Tomas Junction Groups 1, 2 Substation project
Stender Way Junction Substation Groups 1, 2 Substation project Memorex Junction Substation Groups 1, 2 Substation project Freedom Circle Junction
Substation
Groups 1, 2 Substation project
Bowers Avenue Junction Group 1 Substation project
Storm Water Compliance Group 1 Facility compliance
Northern Receiving Station
Upgrades and Expansion
Group 1 Receiving station reliability /
equipment replacement
Scott Receiving Station Rebuild
and Replacement
Group 1 Receiving station rebuild
Kifer Receiving Station Rebuild
and Replacement
Group 1 Receiving station rebuild
NRS-KRS 115kV Transmission
Line
Group 1 Transmission improvement
Battery Energy Storage System Group 1,2 Grid reliability / capacity support
Esperanca Substation Group 1, 2 Substation improvement
Laurelwood Substation Group 1, 2 Substation improvement Northwest Loop Capacity
Upgrade
Group 1 Capacity enhancement
Palm Substation Group 1 Substation project
Walsh-Uranium 60kV
Reconductor
Group 1 Transmission reconductor /
reliability
Homestead-Serra 60kV Line
Enhancement
Group 1, 2 Line enhancement / reliability
Juliette Substation Group 1 Substation project

DISCUSSION
SVP relies on engineering consultants to support system planning, capital project delivery, and utility operations. The existing master services agreements have enabled SVP to access specialized technical expertise on an as-needed basis and have collectively supported critical infrastructure delivery and operational needs. Absent this approach, SVP would struggle to complete so many projects and meet customer expectations.

As discussed above, SVP’s engineering needs are expected to continue growing as peak system load increases over the next decade. Based on current utilization, the existing master services agreements are not sufficient to support the full scope of anticipated future work. In addition, several Group 1 agreements have expired or cannot be extended beyond their original authorized terms.

Accordingly, staff recommend establishing a new Group 4 consisting of multidisciplinary engineering master services agreements to support future project assignments.

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Proposed Group 4 - Multidisciplinary Engineering Master Services Agreements To address future engineering service needs, staff conducted a competitive qualifications-based selection process in accordance with Section 2.105.140(c) of the City Code and applicable state law governing professional engineering services. The solicitation requested statement of qualifications from firms across multiple engineering disciplines, including:
· Transmission or Distribution Design Services
· Substation Design
· Grounding System Design
· Civil Structural Design Services
· Standards, Procedures, Specifications Development
· Equipment Rating
· System Modeling
· Interconnection Studies
· Construction Management and Inspection Services
· Distribution Engineering System Support
· Protection and Control Engineering
The solicitation was issued through the City’s e-procurement system. Proposals were evaluated based on demonstrated competence, relevant experience, qualifications of key personnel, capacity to perform the work, and project approach. Labor rates were not considered during the qualifications evaluation. Following the evaluation, the City entered into negotiations with the highest-ranked firms, including a review of proposed labor rates and contract terms. In addition, all firms underwent an independent audit of applicable cost components, or a City review, to provide additional assurance that the proposed rates are fair and reasonable.

Based on the evaluation and negotiations, staff recommend that the City Council authorize the City Manager to execute agreements with the following firms to establish the Group 4 Multidisciplinary Master Services Agreements:
· AECOM Technical Services, Inc.
· Auriga Corporation
· BKF Engineers
· Burns & McDonnell Western Enterprises, Inc.
· Electrical Consultants, Inc.
· HDR Engineering, Inc.
· K&A Engineering Consulting PC
· Kano Consultants
· Kewo Engineering Corp
· Leidos Engineering, LLC
· NV5, Inc.
· Siemens Industry, Inc.
· Soudi Consultants, Inc.

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The recommended Group 4 master services agreements continue SVP’s existing approach of maintaining multiple pre-qualified engineering firms under master services agreements to provide specialized engineering services on as-needed basis. As with the Group 1, Group 2, and Group 3 master services agreements, individual projects will be authorized and assigned through the task order process under the applicable master services agreement. Participation in Group 4 does not guarantee any minimum amount of work. Assignments will be made on an as-needed basis, taking into account project scope, required expertise, firm availability, responsiveness, prior performance, and cost reasonableness.

Each agreement will be executed with an initial not-to-exceed amount of $1 million to allow immediate assignment of work on a project-specific basis. Given the scale of SVP’s planned and future capital improvement program needs, additional capacity will be required over the term of the Group 4 master services agreements. Therefore, staff recommend an aggregate authorization not-toexceed $80 million across all Group 4 master services agreements. Individual agreements may be amended as needed to increase compensation, provided that total compensation does not exceed the City Council-authorized aggregate amount. This structure provides flexibility to allocate capacity among firms based on actual project needs while maintaining overall expenditures within the total amount authorized by the City Council.

The proposed authorization is intended to support anticipated engineering consulting needs associated with SVP’s capital improvement program over the next five years. Based on prior project deliveries, engineering services, including design, construction management, and program management, typically represent approximately 20% to 25% of total project costs.

Examples of projects anticipated to utilize the Group 4 agreements include:
· 2410: System Expansion Planning and Analysis
· 2418: Esperanca Substation
· 2424: Substation Physical Security Improvements
· 2447: Substation Control and Communication System Replacement · 2453: KRS Rebuild and Replacement
· 2454: NRS Upgrades and Expansion
· 2455: NRS-KRS 115kV Line
· 2456: SRS Rebuild and Replacement
· 2459: Transmission Loop 1
· 2463: Transmission Loop 2
· 2465: Duane-Scott 115kV Reconductor
· 2466: South Loop Reconductor
· 2467: Northwestern - Zeno 60kV Reconductor
· 2469: Agnew Rebuild and Expansion
· 2471: Central Substation Rebuild and Expansion
· 2472: Northwest Loop Capacity Upgrade Phase II
· 2143: Revenue Metering Improvement
· 2135: CAISO 3rd 230kV T-Line Into NRS
· 2136: Central Expressway Underbuild Double Circuited 60kV & 12kV City of Santa Clara Page 7 of 12 Printed on 8/14/2026
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· 2142: NRS to Agnew 60 kV Line Reconductoring
· 2140: Flexible Load Management Program
· 2147: Uranium Feeder Reliability Improvement
· 2145: Spare Equipment Strategy & Procurement
· 2139: Dynamic Facility Ratings Project
· 2137: Duane Substation Bulk Electric System Compliance Requirement Authorization to Administer Groups 1 Through 4 Under a Combined Aggregate Cap Table 3 summarizes the master services agreements currently available to support SVP’s engineering, planning, operational, and capital improvement activities, including the proposed Group 4 multidisciplinary master services agreements. The table identifies the participating firms, agreement status, and authorization amounts associated with each group. Approval of the proposed $80 million authorization for Group 4 will increase the total aggregate compensation authorized across Group 1 through Group 4 from $138 million to $218 million.

Table 3 - Summary of Group 1 through Group 4 Master Services Agreements # Vendor Initial Term Options Maximum Term (Including
Options, if any)
Status
Group 1 Agreements
1 Advisian Worley
Group
12/1/2020 -11/30/2025 N/A N/A Expired
2 AECOM Technical
Services, Inc.
12/1/2020 -11/30/2025 N/A 12/31/2029 Active
3 Burns and
McDonnell
Engineering
Company, Inc.
(Formerly 1898 &
Co.)
12/1/2020 -11/30/2025 N/A 11/30/2027 Active
4 Electrical
Consultants, Inc.
(Plan
Implementation)
9/1/2021 -11/30/2025 N/A 11/30/2028 Active
5 Electrical
Consultants, Inc.
(System Expansion)
10/1/2020 - 12/31/2021 N/A 12/31/2027 Active
6 EN Engineering LLC 12/1/2020 -11/30/2025 N/A 11/30/2026 Active 7 Flynn Resource
Consultants, Inc.
12/1/2020 -11/30/2025 N/A N/A Expired
8 Leidos Engineering,
LLC
12/1/2020 -11/30/2025 N/A 11/30/2027 Active
9 Stantec Consulting
Services Inc.
12/1/2020 -11/30/2025 N/A 11/30/2029 Active
10 TRC Solutions, Inc.
(General
Consulting)
12/1/2020 -11/30/2025 N/A 11/30/2028 Active
11 TRC Solutions, Inc.
(Plan
Implementation)
12/1/2020 -11/30/2025 N/A 11/30/2028 Active
G1 MiCti$103 illi
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y
Consultants, Inc.
p
8 Leidos Engineering,
LLC
12/1/2020 -11/30/2025 N/A 11/30/2027 Active
9 Stantec Consulting
Services Inc.
12/1/2020 -11/30/2025 N/A 11/30/2029 Active
10 TRC Solutions, Inc.
(General
Consulting)
12/1/2020 -11/30/2025 N/A 11/30/2028 Active
11 TRC Solutions, Inc.
(Plan
Implementation)
12/1/2020 -11/30/2025 N/A 11/30/2028 Active
Group 1 Maximum Compensation $103 million
Group 2 Agreements - Protection, Communications, and Control System Engineering Support 12 Burns and
McDonnell
Engineering
Company, Inc.
(Formerly 1898 &
Co.)
5/1/2023 - 4/30/2028 Five 1-Year
Options
4/30/2033 Active
13 HDR Engineering,
Inc.
11/1/2022 - 9/30/2027 Five 1-Year
Options
9/30/2032 Active
14 Leidos Engineering,
LLC
10/1/2022 - 9/30/2027 Five 1-Year
Options
9/30/2032 Active
15 Power-Tech
Engineers, Inc.
9/1/2022 - 08/31/2027 Five 1-Year
Options
8/31/2032 Active
16 SEL Engineering
Services, Inc.
7/1/2023 - 06/30/2028 Five 1-Year
Options
6/30/2033 Active
17 Soudi Consultants,
Inc.
2/1/2022 - 1/31/2027 Five 1-Year
Options
1/31/2032 Active
18 TRC Solutions, Inc. 9/1/2022 - 8/31/2027 Five 1-Year Options
8/31/2032 Active
Group 2 Maximum Compensation $20 million
Group 3 - As-Needed Engineering Support Services (Transmission Planning and System Operations) 19 Electric Power
Engineers, LLC
12/1/2025 - 11/30/2030 One 1-Year
Option
11/30/2031 Active
20 Flynn Resource
Consultants, Inc.
12/1/2025 - 11/30/2030 One 1-Year
Option
11/30/2031 Active
21 Handran
Engineering
/// One 1-Year
Option
11/30/2031 Under
Negotiation
22 Leidos Engineering,
LLC
12/1/2025 - 11/30/2030 One 1-Year
Option
11/30/2031 Active
23 Power-Tech
Engineers, Inc.
12/1/2025 - 11/30/2030 One 1-Year
Option
11/30/2031 Active
Group 3 Maximum Compensation $15 million
Group 4 - Multidisciplinary Engineering Services
24 AECOM Technical
Services, Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
25 Auriga Corporation 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 26 BKF Engineers 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 27 Burns & McDonnell
Western
EnterprisesInc
9/1/2026 - 8/31/2031 N/A 8/31/2031 Under
Negotiation
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I
I
I

I I I I
26-732 Agenda Date: 8/18/2026
Group 3 Maximum Compensation $15 million
Group 4 - Multidisciplinary Engineering Services
24 AECOM Technical
Services, Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
25 Auriga Corporation 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 26 BKF Engineers 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 27 Burns & McDonnell
Western
Enterprises, Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Under
Negotiation
28 Electrical
Consultants, Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
29 HDR Engineering,
Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
30 K&A Engineering
Consulting PC
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
31 Kano Consultants 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 32 Kewo Engineering
Corp
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
33 Leidos Engineering,
LLC
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
34 NV5, Inc. 9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed 35 Siemens Industry,
Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
36 Soudi Consultants,
Inc.
9/1/2026 - 8/31/2031 N/A 8/31/2031 Proposed
Group 4 Maximum Compensation $80 million
Total Combined Aggregate Maximum Compensation Across Group 1 Through Group 4
$218 million
To provide flexibility in meeting project and operational needs, staff further request authority to allocate the authorized funding across the Group 1 through Group 4 master services agreements, as needed to support project and operational needs, provided that total expenditure does not exceed the aggregate maximum compensation of $218 million. As part of this request, staff also recommend removing the annual not-to-exceed limit of $4 million (previously established under RTC 22-147) for the Group 2 master services agreements to provide greater flexibility in responding to changing project and operational needs.

This approach improves transparency by establishing a single aggregate maximum compensation that applies to all engineering master services agreements, rather than separate funding limits for individual agreement groups. It also provides staff with the flexibility to manage engineering consulting services programmatically by allocating funding among agreements based on project priorities, workload, consultant availability, and the specialized expertise needed to support operational and capital improvement projects.

Given the dynamic state of SVP engineering needs, it is likely SVP will require additional expertise beyond what these master agreements provide; therefore, SVP may return to City Council for additional authority to obtain those services.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California City of Santa Clara Page 10 of 12 Printed on 8/14/2026
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Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulation in that it can be seen with certainty that there is no possibility that consultant and engineering services may have a significant effect on the environment. Of course, the environmental impacts of any public improvement projects associated with these services have been or will be analyzed separately under CEQA.

FISCAL IMPACT
The approval of $80 million in funding for Group 4 Multidisciplinary Engineering Services will increase the combined maximum compensation under the proposed agreements to $218 million over the term of the agreements, inclusive of previously authorized amounts of $138 million for Group 1 through Group 3. Sufficient funds are available in the FY 2026/27 Operating Budget in the Electric Utility Operating Fund, and funding for projects in FY 2026/27 is included in the Adopted 5-Year Capital Improvement Program Budget, which was adopted by the City Council on June 9, 2026.

Funds required for the agreements in future years will be included in the proposed budgets for the corresponding years.

COORDINATION
This report has been coordinated with the Finance Department.

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute agreements with AECOM Technical Services, Inc.; Auriga Corporation; BKF Engineers; Burns & McDonnell Western Enterprises, Inc.; Electrical Consultants, Inc.; HDR Engineering, Inc.; K&A Engineering Consulting PC; Kano Consultants; Kewo Engineering Corp; Leidos Engineering; NV5, Inc.; Siemens Industry, Inc.; and Soudi Consultants, Inc. to establish Silicon Valley Power’s Group 4 Multidisciplinary Master Services Agreements, beginning on or around September 1, 2026, and ending on or around August 31, 2031, with an initial not-to-exceed amount of $1 million per agreement and an aggregate maximum compensation of $80 million, subject to review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions necessary to implement and administer the master services agreements as listed in Table 3 (organized in this Report to Council as Group 1 through Group 4), and to negotiate and execute amendments to: (a) exercise option years as provided in the agreements, (b) add or delete services, (c) implement rate adjustments as provided in the agreements, (d) increase or reallocate compensation among the various agreement groups; (e) extend the term of an agreement to complete projects initiated during the authorized term, (f) remove the annual not-to-exceed limit of $4 million for the Group 2 master services agreements, and, (g) make de minimis changes, provided that the aggregate maximum compensation of $218 million ($138 million previously authorized amount by the City Council plus the proposed $80 million in Recommendation No. 1) is not exceeded, and subject to City of Santa Clara Page 11 of 12 Printed on 8/14/2026
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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 D. Grogan, City Manager

ATTACHMENTS

1. Group 1 - Agreement with Advisian Worley Group

2. Group 1 - Agreement with AECOM Technical Services, Inc.

3. Group 1 - Agreement with Burns and McDonnell Engineering Company, Inc.

4. Group 1 - Agreement with Electrical Consultants, Inc. (Plan Implementation)

5. Group 1 - Agreement with Electrical Consultants, Inc. (System Expansion)

6. Group 1 - Agreement with EN Engineering LLC

7. Group 1 - Agreement with Flynn Resource Consultants, Inc.

8. Group 1 - Agreement with Leidos Engineering, LLC

9. Group 1 - Agreement with Stantec Consulting Services Inc.

10. Group 1 - Agreement with TRC Solutions, Inc. (General Consulting)

11. Group 1 - Agreement with TRC Solutions, Inc. (Plan Implementation)

12. Group 2 - Agreement with Burns and McDonnell Engineering Company, Inc.

13. Group 2 - Agreement with HDR Engineering, Inc.

14. Group 2 - Agreement with Leidos Engineering, LLC

15. Group 2 - Agreement with Power-Tech Engineers, Inc.

16. Group 2 - Agreement with SEL Engineering Services, Inc.

17. Group 2 - Agreement with Soudi Consultants, Inc.

18. Group 2 - Agreement with TRC Solutions, Inc.

19. Group 3 - Agreement with Electric Power Engineers, LLC

20. Group 3 - Agreement with Flynn Resource Consultants, Inc.

21. Group 3 - Agreement with Leidos Engineering, LLC

22. Group 3 - Agreement with Power-Tech Engineers, Inc.

23. Group 4 - Agreement with AECOM Technical Services, Inc.

24. Group 4 - Agreement with Auriga Corporation

25. Group 4 - Agreement with BKF Engineers

26. Group 4 - Agreement with Electrical Consultants, Inc.

27. Group 4 - Agreement with HDR Engineering, Inc.

28. Group 4 - Agreement with K&A Engineering Consulting PC

29. Group 4 - Agreement with Kano Consultants

30. Group 4 - Agreement with Kewo Engineering Corp

31. Group 4 - Agreement with Leidos Engineering

32. Group 4 - Agreement with NV5, Inc.

33. Group 4 - Agreement with Siemens Industry, Inc.

34. Group 4 - Agreement with Soudi Consultants, Inc.

City of Santa Clara Page 12 of 12 Printed on 8/14/2026
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20-854

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
"1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@Santa Clara City
Agenda Date: 10/13/2020
Action on Master Agreements for Silicon Valley Power on System Capacity Expansion Planning including Delegation of Authority for Capital Project Implementation and General Engineering Support [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]

BACKGROUND
As discussed as part of Silicon Valley Power's (SVP) quarterly Council update, electrical demand in the City is expected to increase over the next decade. To meet the electrical demand from future growth requires additional support from consultants for a variety of services including:
• Creating a detailed System Expansion Plan
• Design of Transmission line and Substation installations and upgrades • Implementation management for Capital Improvement Projects • General engineering support for maintenance of existing assets

DISCUSSION
SVP is looking for engineering support in three (3) areas: System Expansion Planning, General Consulting, and Plan Implementation.

System Expansion Plan
SVP's electric load has increased by more than 20% over the last decade and based on executed agreements and upcoming development, SVP's current system will need major upgrades to accommodate the increase of demand over the five to ten years.

A System Expansion Plan will consist of a short term and long-term capital improvement plan to accommodate the additional electric load growth due to new development in Santa Clara (Data Centers and Residential Projects). The consultant will also review and provide the basis for updating the Load Development Fee to ensure the recovery of costs incurred by the City in modifying its electrical infrastructure to support load growth due to the new development.

General Consulting Services
Based on newly executed agreements and current developer negotiations, SVP could add seven new substations over the next five years to its electrical system. Utilities the size of SVP do not have sufficient internal staff for such a large engineering project and requires the aid of consultants to engineer plans to meet the projected electric load growth. In addition to the existing projects, the consulting services will be utilized to create detailed engineering design plans based on the System Expansion Plan's guidance.

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20-854 Agenda Date: 10/13/2020
Plan Implementation Services
With the increase in capital projects comes the need for additional implementation services workforce which will support the design, plan implementation and project management of the Transmission and Substation construction.

On December 5, 2019, staff requested Statement of Qualification {SQQ) to solicit proposals from qualified firms for consulting services associated with SVP System Expansion Plan. The SOQ was published on BidSync, the City's a-procurement system. Eleven proposals were received from the following firms:
- 1898 & Co. (Kansas City, MO)
- Advisian Worley Group (Folsom, CA)
- AECOM {Oakland, CA)
- Electrical Consultants, Inc. (Billings, MT)
- EN Engineering LLC (Warrenville, IL)
- Flynn Resource Consultants Inc. {Discovery Bay, CA)
- Leidos Engineering, LLC (Hendersonville, TN)
- Power Engineers (Anaheim, CA)
- Stantec Consulting Services Inc. (Walnut Creek, CA)
- TRC Solutions, Inc. (Mountain View, CA)
- ZGlobal, Inc. (Folsom, CA)
Evaluation Process: Proposals were evaluated and scored independently by a five-member evaluation team against the criteria and weights published in the SQQ. Follow-up oral interviews were conducted with the companies submitting the highest scoring proposals for each of the three areas.

Award Recommendation: Staff recommends award of the System Expansion Plan contract to Electrical Consultants, Inc. (ECI) as the most qualified firm per the evaluation criteria set forth in the SQQ.

Staff recommends award of General Consulting Services contracts to Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC.

Staff recommends award of Plan Implementation Services contracts to 1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc.

Notice of Intended Award: Notice of Intended Award (NOIA) announcing the City's recommended vendors for each service area were issued on August 28, 2020 and August 31, 2020.

Term of Agreements: The term of the proposed System Expansion Plan Agreement will be fourteen (14) months to deliver the System Expansion Plan. The term of the General Consulting Services and Plan Implementation Services Master Agreements will be five (5) years each.

Cost Summary: Staff is requesting that the Council 1) authorize the City Manager or their designee to execute the Agreement with ECI for a total amount not to exceed $850,000 which will allow for the development of a System Expansion Plan, 2) delegate authority to the City Manager or their City of Santa Clara Page 2 of4 Printed on 10/15/2020
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20-854 Agenda Date: 10/13/2020
designee to negotiate and execute Master Service Agreements with Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC for General Consulting Services in an amount not to exceed $2,000,000 per agreement and 3} delegate authority to the City Manager or their designee to negotiate and execute Master Service Agreements with 1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc. for Plan Implementation Services in an amount not to exceed $3,000,000 per agreement.

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

FISCAL IMPACT
The total cost of the proposed agreement with Electrical Consultants, Inc. (ECI) to perform work on the System Expansion Plan shall not exceed $850,000. Funding for this agreement was included as part of the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in the New Business Estimate Work GIP project.

For general consulting services, compensation for the five Master Agreements shall not exceed $2,000,000 per agreement over the period of five years. Funding for years one and two of the agreements is available in the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in various Electric Utility Capital Improvement Projects:
• System Capacity Expansion
• New Business Estimate Work
• Operations and Planning Technology
• Clean Energy and Carbon Reduction
• Renewable Energy Microgrid
For plan implementation services, compensation for the five Master Agreements shall not exceed $3,000,000 per agreement over the period of five years. Funding for years one and two of the agreements is available in the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in various Electric Utility Capital Improvement Projects:
• Esperanca Substation
• Homestead Substation Rebuild
• Oaks Junction
• San Tomas Junction
• Laurelwood Substation
• System Capacity Expansion
• NRS Breaker 382 Addition
Funds required for these agreements in future years are subject to budget appropriations and will be incorporated into the budget development process for those years.

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20-854 Agenda Date: 10/13/2020

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email clerk@santaclaraca .gov <mailto:[email protected]>.

RECOMMENDATION

1. Authorize the City Manager to execute the System Expansion Plan Agreement with Electrical Consultants, Inc. in an amount not to exceed $850,000;

2. Delegate Authority to the City Manager to negotiate and execute Master Service Agreements with Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC for General Consulting Services in an amount not to exceed $2,000,000 per agreement over the five year terms of the agreements, subject to the appropriations of funds;

3. Delegate Authority to the City Manager to negotiate and execute Master Service Agreements with 1898 & Co. , TRC Solutions, Inc. , Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc. for Plan Implementation Services in an amount not to exceed $3,000,000 per agreement over the five-year terms of the agreements, subject to the appropriation of funds; and

4. Authorize the City Manager or their designee, to add or delete services consistent with the scope of the agreements, and allow future rate adjustments subject to request and justification by contractor, approval by the City, and the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENT

1. Agreement for Design Professional Services
City of Santa Clara Page 4 of 4 Printed on 10/1 5/2020
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EBIX Insurance No. S200004653

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WORLEY GROUP, INC. DBA ADVISIAN

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Worley Group, Inc. dba Advisian, a Delaware corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. 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 of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

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 December 1, 2020 and terminate on November 30, 2025.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A..

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

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

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

Contractor shall have no liability or responsibility for repair, modification or replacement of materials, equipment or facilities or the costs associated with such repair or replacement. The foregoing are Contractor's entire responsibilities and City's exclusive remedies for Services rendered and to be rendered hereunder, and no other warranties, guarantees, liabilities, or obligations are to be implied
Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18
Page2

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is two million dollars ($2,000,000), 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. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

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

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

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18
Page4
Agreement, including termination of Contractor. 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. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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 Contractor's Services hereunder.

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

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

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

Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

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

Worley Group, Inc.

Attention: Benjamin Hwang, Nairn Triki
2330 East Bidwell St, Suite 120
Folsom CA 95630
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
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

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

26. CONSQUENTIAL DAMAGES
In no event shall the Contractor be liable in contract, tort, strict liability, warranty, or otherwise for any special, indirect, incidental or consequential damages, such as but not limited to loss of product, loss of use, non-operation or increased costs Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

of operation of equipment or systems, loss of anticipated revenue or profits, cost of capital, delays in or cost of construction, or cost of purchased or replacement equipment or systems.

CONTINUED ON PAGE 8
Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

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

Approved as to Form:
~ BRIAN DOYLE
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
V DEANN j. SANTANA
City Man er
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
WORLEY GROUP, INC. DBA ADVISIAN
a Delaware corporation
Dated:

Digitally signed by Nairn Trikl
ON: cn=Nalm Triki, c=US,
o=Wor1ey, ou=Advisian,
[email protected]
Location: Folsom, CA
---------------- --
By (Signature): ------------------ Name: NAIM TRIKI
Title: Managing Director of Power
Principal Place of
Business Address: 2330 Bidwell Street, Suite 120
Email Address: [email protected]
Telephone: (916)817-3978
"CONTRACTOR"
Design Professional Agreement with Worley Group, Inc. dba Advisian Rev. 09-28-18

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WORLEY GROUP, INC. DBA ADVISIAN

EXHIBIT A

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

1. The Contractor shall perform general engineering services as requested by the City to support capital, operations, and maintenance projects including but not limited to:

1.1. System planning for electric utility distribution and transmission systems

1.2. Project design and preparation of plans, specifications and engineer's estimate.

1.3. Distribution and transmission line conceptual design, feasibility, and permitting.

1.4. Substation conceptual design, feasibility, and permitting.

1.5. Support with substation communications, protection and control systems.

1.6. Assist with third party plan submissions such as WECC, CAISO, and PG&E.

1.7. Conduct power system studies, load flow, short circuit studies, protection studies and arc flash studies as needed.

1.8. Conduct Distributed Energy Resource (DER) engineering and interconnection studies as needed and prepare DER interconnection manual, standards, and/or agreements.

1.9. Assess existing design standards and recommend revisions or new standards.

1.10. Prepare new standards, specifications and cost estimates for Transmission and Distribution equipment, communication systems, protection systems, and control systems.

1.11. Assess existing maintenance practices or standards and recommend revisions or create new standards.

1.12. Provide design, specification and cost estimates associated with the distribution system including street lighting.

1.13. Provide drafting support as needed.

2. Work may be assigned to the Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work.

Design Professional Agreement with Worley Group, Inc. dba Advisian Exhibit A-Scope of Services
Rev. 09-28-18

The invoice is to include the PO number, paid amount to date and remaining Agreement amount.

3. The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

4. When requested by the City, the Contractor and subcontractors shall utilize eBuilder, a web-based project management tool, or City's designated replacement for projects assigned under this agreement. Access to the project management tool, as well as associated training, will be provided by the City at no cost to the Contractor or its subcontractors. Contractor and subcontractors shall have the responsibility for utilizing the project management tool as necessary for the following: invoice submittal, potential change order submittals, change orders, Request for Information (RFI) submittals, correspondence, assigned tasks and other matters that transpire on the site as directed by City. All documents (including as built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to e-Builder.

5. At the conclusion of each project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format as well.

Design Professional Agreement with Worley Group, Inc. dba Advisian Exhibit A-Scope of Services
Rev. 09-28-18

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WORLEY GROUP, INC. DBA ADVISIAN

EXHIBIT B

SCHEDULE OF FEES

1. This is a time and materials contract with a total not-to-exceed amount of $2,000,000.

2. Contractor shall provide services at the labor rates outlined in Table 8-1 Attached.

2.1. Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to the work commencing.

2.2. Rate Adjustments: Rates outlined in Table B-1 of this Amendment may be requested by Contractor to adjust no greater than annually after January 1, 2022 subject to reasonable notice and justification to the City. City approval or denial of the adjusted rates will be provided in writing (e-mail acceptable).

3. Reimbursable Expenses

3.1. City-requested Expenses. Outside services such as, but not limited to, outside reprographic services, materials, and equipment, will be invoiced at cost plus 10%.

3.2. Subcontracts. A fee of 10% will be added to the invoice cost of subcontracts managed by Worley Group Inc. dba Advisian.

3.3. Travel and Per Diem:

3.3.1. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services Administration (GSA):
https://www.gsa.gov/travel-resources

3.3.2. Mileage. Personal automobile travel from portal to portal or between locations will be charged at IRS mileage rates per mile in place at the time of travel.

3.3.3. Travel Expenses. Airfare, car rental, taxi, parking, tolls, and incidental expenses will be invoices at cost, with receipts provided for any expenses over $25.00. Airfare, if required, shall be at economy class.

Design Professional Agreement with Flynn Resource Consultants Inc.

Exhibit B-Schedule of Fees
Rev. 09-28-18

3.3.4. Lodging and Meals. Lodging and meals will be charged at cost, with receipts provided for any expense over $25.00.

3.3.5 An estimate for any anticipated reimbursable expenses shall be included in Contractor's response to any CFP.

4. Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice including receipt and verification of certified payroll where required using LCP tracker or such other system as defined by the City.

Design Professional Agreement with Flynn Resource Consultants Inc.

Exhibit B-Schedule of Fees
Rev. 09-28-18
Page2

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
WORLEY GROUP, INC. DBA ADVISIAN
TABLE B-1

LABOR RATES
Position Code Hourly Rate
Engineer/Scientist - L1 4A.ADVC.US $194
Engineer/Scientist - L2 4A.ADVC.US $183
Engineer/Scientist - L3 4B.ADVC.US $171
Engineer/Scientist - L4 4B.CoreEX.US $150
Engineer/Scientist - LS SA.ADVC.US $139
Engineer/Scientist - L6 5B.ADVC.US $128
Engineer/Scientist - L7 SD.ADVC.US $117
Engineer/Scientist - L8 SC.ADVC.US $113
Engineer/Scientist - L9 6A.ADVC.US $100
Engineer/Scientist - L10 6B.ADVC.US $89
Designer/Technician - D1 4A.ADVO.US $169
Designer/Technician - D2 SA.CoreNE.US $158
Designer/Technician - D3 58.CoreNE.US $148
Designer/Technician - D4 5A.CoreEX.US $136
Designer/Technician - D5 5A.ADVO.US $125
Designer/Technician - D6 SB.OtherEX.US $115
Designer/Technician - D7 SC.OtherNE.US $110
Designer/Technician - D8 5D.CoreNE.US $98
Designer/Technician - D9 SC.OtherEX.US $87
Sr. Project Manager/Specialist - 51 28.ADVO.US QUOTED PER PROJECT Sr. Project Manager/Specialist - S2 3A.ADVC.US $250
Sr. Project Manager/Specialist- S3 3B.ADVC.US $226
Sr. Project Manager/Specialist - 54 4A.CoreEX.US $216
Project Manager/Specialist - S5 4A.OtherEX.US $189
Project Manager/Specialist - S6 4B.ADVO.US $165
Project Services - Pl 4B.OtherEX.US $156
Project Services - P2 5B.OtherNE.US $133
Project Services - P3 SC.ADVO.US $112
Project Services - P4 5D.OtherNE.US $94
Project Servrces - PS 6A.ADVO.US $73
Other Direct Costs REIMBURSED

PURSUANT TO SECTION
3 OF EXHIBIT B
Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18
Overtime Rate
$194
$183
$171
$150
$139
$128
$117
$113
$100
$89
$169
$205
$192
$136
$125
$115
$143
$127
$87

QUOTED PER PROJECT
$250
$226
$216
$189
$165
$156
$172
$112
$122
$73

REIMBURSED

PURSUANT TO SECTION
3 OF EXHIBIT B

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
between the

CITY OF SANTA CLARA, CALIFORNIA,
and
WORLEY GROUP, INC. DBA ADVISIAN

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18
Page2
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, Contractor and/or its subcontractors 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 Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

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

Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18

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

1. 2.

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

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

Cancellation.

Contractor shall provide thirty days written notice to City of any cancellation or modification of the coverage described herein.

4. Other Endorsements.

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

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

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

Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18
Page4

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

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

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

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

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

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
1 EbixWay
John's Creek, GA 30097
Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18

I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with Worley Group, Inc. /Exhibit C-lnsurance Requirements Rev. 09-28-18
Page6

EXHIBIT D

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

A. Prevailing Wage Requirements

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

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

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

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

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with Worley Group, Inc. /Exhibit D-Labor Compliance Rev. 09-28-18

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

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

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

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

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

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

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

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with Worley Group, Inc. /Exhibit D-Labor Compliance Rev. 09-28-18

practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

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

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

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

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Design Professional Agreement with Worley Group, Inc. /Exhibit D-Labor Compliance Rev. 09-28-18

20-854

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
7 500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 10/13/2020
Action on Master Agreements for Silicon Valley Power on System Capacity Expansion Planning including Delegation of Authority for Capital Project Implementation and General Engineering Support [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]

BACKGROUND
As discussed as part of Silicon Valley Power's (SVP) quarterly Council update, electrical demand in the City is expected to increase over the next decade. To meet the electrical demand from future growth requires additional support from consultants for a variety of services including:
• Creating a detailed System Expansion Plan
• Design of Transmission line and Substation installations and upgrades • Implementation management for Capital Improvement Projects • General engineering support for maintenance of existing assets

DISCUSSION
SVP is looking for engineering support in three (3) areas: System Expansion Planning, General Consulting, and Plan Implementation.

System Expansion Plan
SVP's electric load has increased by more than 20% over the last decade and based on executed agreements and upcoming development, SVP's current system will need major upgrades to accommodate the increase of demand over the five to ten years.

A System Expansion Plan will consist of a short term and long-term capital improvement plan to accommodate the additional electric load growth due to new development in Santa Clara (Data Centers and Residential Projects). The consultant will also review and provide the basis for updating the Load Development Fee to ensure the recovery of costs incurred by the City in modifying its electrical infrastructure to support load growth due to the new development.

General Consulting Services
Based on newly executed agreements and current developer negotiations, SVP could add seven new substations over the next five years to its electrical system. Utilities the size of SVP do not have sufficient internal staff for such a large engineering project and requires the aid of consultants to engineer plans to meet the projected electric load growth. In addition to the existing projects, the consulting services will be utilized to create detailed engineering design plans based on the System Expansion Plan's guidance.

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20-854 Agenda Date: 10/13/2020
Plan Implementation Services
With the increase in capital projects comes the need for additional implementation services workforce which will support the design, plan implementation and project management of the Transmission and Substation construction.

On December 5, 2019, staff requested Statement of Qualification {SQQ) to solicit proposals from qualified firms for consulting services associated with SVP System Expansion Plan. The SOQ was published on BidSync, the City's a-procurement system. Eleven proposals were received from the following firms:
- 1898 & Co. (Kansas City, MO)
- Advisian Worley Group (Folsom, CA)
- AECOM {Oakland, CA)
- Electrical Consultants, Inc. (Billings, MT)
- EN Engineering LLC (Warrenville, IL)
- Flynn Resource Consultants Inc. {Discovery Bay, CA)
- Leidos Engineering, LLC (Hendersonville, TN)
- Power Engineers (Anaheim, CA)
- Stantec Consulting Services Inc. (Walnut Creek, CA)
- TRC Solutions, Inc. (Mountain View, CA)
- ZGlobal, Inc. (Folsom, CA)
Evaluation Process: Proposals were evaluated and scored independently by a five-member evaluation team against the criteria and weights published in the SQQ. Follow-up oral interviews were conducted with the companies submitting the highest scoring proposals for each of the three areas.

Award Recommendation: Staff recommends award of the System Expansion Plan contract to Electrical Consultants, Inc. (ECI) as the most qualified firm per the evaluation criteria set forth in the SQQ.

Staff recommends award of General Consulting Services contracts to Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC.

Staff recommends award of Plan Implementation Services contracts to 1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc.

Notice of Intended Award: Notice of Intended Award (NOIA) announcing the City's recommended vendors for each service area were issued on August 28, 2020 and August 31, 2020.

Term of Agreements: The term of the proposed System Expansion Plan Agreement will be fourteen (14) months to deliver the System Expansion Plan. The term of the General Consulting Services and Plan Implementation Services Master Agreements will be five (5) years each.

Cost Summary: Staff is requesting that the Council 1) authorize the City Manager or their designee to execute the Agreement with ECI for a total amount not to exceed $850,000 which will allow for the development of a System Expansion Plan, 2) delegate authority to the City Manager or their City of Santa Clara Page 2 of4 Printed on 10/15/2020
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20-854 Agenda Date: 10/13/2020
designee to negotiate and execute Master Service Agreements with Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC for General Consulting Services in an amount not to exceed $2,000,000 per agreement and 3} delegate authority to the City Manager or their designee to negotiate and execute Master Service Agreements with 1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc. for Plan Implementation Services in an amount not to exceed $3,000,000 per agreement.

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

FISCAL IMPACT
The total cost of the proposed agreement with Electrical Consultants, Inc. (ECI) to perform work on the System Expansion Plan shall not exceed $850,000. Funding for this agreement was included as part of the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in the New Business Estimate Work GIP project.

For general consulting services, compensation for the five Master Agreements shall not exceed $2,000,000 per agreement over the period of five years. Funding for years one and two of the agreements is available in the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in various Electric Utility Capital Improvement Projects:
• System Capacity Expansion
• New Business Estimate Work
• Operations and Planning Technology
• Clean Energy and Carbon Reduction
• Renewable Energy Microgrid
For plan implementation services, compensation for the five Master Agreements shall not exceed $3,000,000 per agreement over the period of five years. Funding for years one and two of the agreements is available in the Adopted Biennial FY 2020/21 and 2021/22 Capital Improvement Program Budget in various Electric Utility Capital Improvement Projects:
• Esperanca Substation
• Homestead Substation Rebuild
• Oaks Junction
• San Tomas Junction
• Laurelwood Substation
• System Capacity Expansion
• NRS Breaker 382 Addition
Funds required for these agreements in future years are subject to budget appropriations and will be incorporated into the budget development process for those years.

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20-854 Agenda Date: 10/13/2020

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

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

RECOMMENDATION

1. Authorize the City Manager to execute the System Expansion Plan Agreement with Electrical Consultants, Inc. in an amount not to exceed $850,000;

2. Delegate Authority to the City Manager to negotiate and execute Master Service Agreements with Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC for General Consulting Services in an amount not to exceed $2,000,000 per agreement over the five year terms of the agreements, subject to the appropriations of funds;

3. Delegate Authority to the City Manager to negotiate and execute Master Service Agreements with 1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc. for Plan Implementation Services in an amount not to exceed $3,000,000 per agreement over the five-year terms of the agreements, subject to the appropriation of funds; and

4. Authorize the City Manager or their designee, to add or delete services consistent with the scope of the agreements, and allow future rate adjustments subject to request and justification by contractor, approval by the City, and the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENT

1. Agreement for Design Professional Services
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EBIX Insurance No. S200004639

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
AECOM TECHNICAL SERVICES, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and AECOM Technical Services, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18 Page 1
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 December 1, 2020 and terminate on November 30, 2025.

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

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

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

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

5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is three million dollars ($3,000,000), 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. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. 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. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18
Page4
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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 Contractor's Services hereunder.

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

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

And to Contractor addressed as follows :

AECOM Technical Services, Inc.

Attention: Robert K. Turley
300 Lakeside Drive Ste. 400
Oakland , CA 94612
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
Contractor shall comply with all applicable laws and regulations of the federal , state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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

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

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-1 8

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

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

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

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

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

CONTINUED ON PAGE 8
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: Digitally signed by Caio
Caio Arellano ~.~~~;~21020915,40,59

BRIAN DOYLE
City Attorney
·08'00'
"CITY"
EANNA .S NTANA
City Manage
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
AECOM TECHNICAL SERVICES, INC.
a California corporation
Dated: - ---.!..-?..---'";.;:.~g~ ... '2,,/J;...::,__,~~-----,,.g~ - - -- By (Signature): -=--~ ....,__"""""....._"-lr-___.~-=:;....""""""'--""'-'------'-..;;;.....,.;;a...--__ _ Name: _R_o_b_e_rt_K_._T_u_rl_e......__~------'-----
Title: Vice President ---------- ------- Pr inc i pa I Place of 300 Lakeside Drive Ste. 400 Oakland, CA Business Address: 94612
----------------- Em a i I Address: _b_o_b_.t_u_rle ..... y"'"'@ ....... a_ec_o_m_._co_m _ _ _ _ ____ _ Telephone: _(~5_10_)_8_74_-_32_1_2 ______ _____, ___ _
Fax: (510) 87 4-3268
__,__,.,,_"C-::-Oc::--:N"".":T=RA,.....,....,.C=To-=-=R,,,....' ---------- Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

EXHIBIT A

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

The Contractor shall perform plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects including but not limited to:
• Act as project manager for the following activities:
o Project permitting including support of CEQA determinations o Land acquisition
o Project design and preparation of Plans, Specifications and Engineer's Estimate o Bid support
o Construction support
o Record drawings and Project Closeout
• System planning for electric utility distribution and transmission systems • Distribution and transmission line conceptual design, feasibility, and permitting. • Substation conceptual and/or detail design, feasibility, and permitting. • Support with substation communications, protection and control systems. • Assist with third party plan submissions such as WECC, CAISO, and PG&E. • Conduct load flow, short circuit studies and arc flash studies as needed. • Conduct Distributed Energy Resource interconnection studies as needed. • Assess existing design standards and recommend revisions or new standards. • Assess existing maintenance practices or standards and recommend revisions or create new standards.
• Provide drafting support as needed.

Work may be assigned to the Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work. The invoice is to include the PO number, paid amount to date and remaining Agreement amount.

The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

When requested by the City, the Contractor and subcontractors shall utilize e-Builder, a web-based project management tool, or City's designated replacement for projects assigned under this agreement. Access to the project management tool, as well as associated training, will be provided by the City at no cost to the Contractor or its subcontractors. Contractor and subcontractors shall have the responsibility for utilizing the project management tool as necessary for the following: invoice submittal, potential change order submittals, change orders, Request for Information (RFI) submittals, correspondence, assigned tasks and other matters that transpire on the site as directed Design Professional Agreement with AECOM Technical SeNices, lnc./Exhibit A-Scope of SeNices Page 1 Rev. 09-28-18
by City. All documents (including as built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to e-Builder.

At the conclusion of each project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format as well.

Design Professional Agreement with AECOM Technical Services, lnc./Exhibit A-Scope of Services Page 2 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

This is a time and materials contract with a total not-to-exceed amount of $3,000,000.

All labor and expense rates shall have an annual escalation of 2% starting on December 1, 2021 and every subsequent December 1st through the duration of the Agreement.

Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to the work commencing.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

AECOM Hourly Rates*
Principal $280.50 Senior Ad min $134.64
Principal Engineer $253.98 Adm in/ Project Assistant $96.90 Senior Engineer $209.10 Contract Manager $224.40
Project Engineer $147.90 Senior Professional V $198.90
Engineer $107.10 Senior Professional IV $178.50
Field Engineer $158.10 Senior Professional Ill $158.10
Senior Designer $177.48 Senior Professional II $140.76
Designer $96.90 Senior Professional I $129.54
Program Manager $280.50 Project Professional II $118.32 Senior Project Manager $273.36 Project Professional I $105.06 Project Manager $188.50 Staff Professional II $96.90
Construction Project Manager $158.10 Staff Professional I $86.70 Senior Project Analyst $172.38 Senior Technician $124.44 Project Analyst $96.90 Staff Technician $69.36
*Overtime for exempt employees will be billed at 1.5 times standard rate. Expenses will be billed at cost plus 3%. Subconsultants will be billed at cost plus 5%. Mileage will be reimbursed at current IRS mileage rates.

Navigant Hourly Rates
Partner $496.74 Consultant
Director $401.88 Sr. Analyst
Associate Director $352.92 Analyst
Managing Consultant $295.80 Admin Support
Senior Consultant $256.02
Auriga Hourly Rates
Program Manager I $255.00 Communications Engineer I
Program Manager II $229.50 Communications Engineer II
Project Manager I $204.00 Senior Field Engineer
Project Manager 11 $188.70 Field Engineer I
Principal Consultant $178.50 Field Engineer II
Senior Consultant $153.00 Senior Cost Estimator I
Associate Consultant $127.50 Senior Cost Estimator II
Principal Electrical Engineer $193.80 Senior Project Scheduler Senior Electrical Engineer $153.00 Project Scheduler
Electrical Engineer I $127.50 CAD Specialist/Supervisor Electrical Engineer 11 $117.30 Sr. CAD Designer
Associate Electrical Engineer $102.00 CAD Designer/Drafter Jr. Electrical Engineer $91.80 Document Control
Senior Communications Engr. $204.00 Technical Writer
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18
$197.88
$185.64
$171.36
$158.10
$168.30
$137.70
$127.50
$102.00
$86.70
$204.00
$153.00
$178.50
$127.50
$102.00
$86.70
$66.30
$75.00
$90.00

EXHIBITC

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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, Contractor and/or its subcontractors 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 accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

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

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

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

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

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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

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

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

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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

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

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

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

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

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

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or 1 EbixWay
Duluth, GA 30096 John's Creek, GA 30097
Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

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 Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with AECOM Technical Services, Inc.

Rev. 09-28-18

EXHIBIT D

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

J. Prevailing Wage Requirements

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

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

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

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

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 1 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

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

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

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

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

K. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 2 Rev. 09-28-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

L. Enforcement

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

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

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

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

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

Design Professional Agreement with AECOM Technical Services, lnc./Exhibit D-Labor CompliancePage 3 Rev. 09-28-18
22-555

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 5/10/2022
Action on Amendment No. 1 to the Agreement for Design Professional Services with AECOM Technical Services, Inc. to Provide Program Management Services for Silicon Valley Power's System Capacity Expansion Program

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In regular Silicon Valley Power updates to City Council, staff has reported that electrical demand in the City is expected to increase significantly over the next decade. The City Council accepted Silicon Valley Power's (SVP) 3-year Growth Plan Strategy Report on September 28, 2021 (Council Item 21- 871 ). According to SVP's 3-Year Growth Plan Strategy Report, SVP peak load projections are 879 MW in 2024 and 1125 MW in 2031 . Compared to a 2021 peak of 598 MW in 2021, this is an increase of over 400 MW in ten years. There are nine system expansion projects required to be initiated in the near term to meet this increased load demand safely and reliably.

To meet the electrical demand from future growth requires additional engineering support in three (3) areas: 1) System Expansion Planning, 2) General Consulting, and 3) Plan Implementation.

On December 5, 2019, staff published a Request for Statement of Qualifications (SQQ) to solicit proposals from qualified firms for consulting services associated with SVP System Expansion Plan.

The SQQ was published using the City's e-procurement system. Eleven proposals were received and on October 13, 2020, based on staff recommendation (Council Item 20-854), Council authorized award of agreements to five firms including AECOM Technical Services Inc. (AECOM).

On September 2021, staff sent call for proposal for these five firms for program management and project management services for the SVP System Expansion Plan. The selection process and evaluation were based on a number of factors including but not limited to proposal responsiveness, program management experience, experience of key staff (including sub consultants), project approach, proposed scope of services, project scheduling and oral interview. AECOM was subsequently selected, and AECOM completed a gap analysis to review existing SVP policies, procedures, standard documents, financial planning, monitoring, and reporting. Based on this, AECOM has issued their final task findings identifying areas where consultant professional services were recommended to support SVP in successfully executing the timely delivery of the critical system expansion projects. Due to the scale and complexity of the overall services and projected timeline to execute and implement the full scope of the SVP System Expansion Plan identified in the Growth Plan Strategy Report, an amendment to the existing Master Service Agreement with AECOM will be required.

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DISCUSSION
AECOM has demonstrated technical strength, appropriate staff, and capability to continue to provide SVP with program management to support the expansion projects. As previously discussed with Council, the projects included in the growth plan approximately doubles the size of SVP's Capital Improvement Program (CIP) over the next 5 years (from $191 million to $390 million). In addition, the CIP includes much larger and complex projects than SVP is accustomed to managing and delivering, including the design and construction of Kifer and Scott Receiving Stations, each with a $65 million construction value. Consultant services are needed to support SVP in meeting this nearterm increase in project delivery and program management of the new overall $390 million Capital Program. The next phase of AECOM's support would be to expand on identified deficiencies to manage these projects through completion under Task Order 2. SVP staff determined the specific tasks for AECOM's scope of services in Task Order 2 which is separated into three (3) strategic support areas:
1 . System Expansion Plan Program Management

2. Program wide technical support

3. Project management for system expansion and development substation projects as SVP staff is currently undertaking nine developmental substation projects.

The proposed Amendment No. 1 directs AECOM to provide system expansion plan program management, program wide technical support, project management for SVP System Expansion Plan and project management for developing substation projects with tasks not-to-exceed $10,296,542.

The proposed Amendment No. 1 will increase the total not-to-exceed amount from $3,000,000 to $11,000,000 and will extend the term of the agreement through December 31, 2028.

ENVIRONMENTAL REVIEW
This action being considered is for program and project management services and does not constitute a "project" within the meaning of the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15378(a). It has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. When capital projects included in the growth strategy move forward, appropriate CEQA will be completed as required prior to construction.

FISCAL IMPACT
The increased contract price of $8,000,000 with a total not-to-exceed of $11,000,000 for Program Management Services will be available within the Electric Utility Capital Projects budget. The FY 2021/22 capital improvement budget has sufficient funds available and future years are subject to future appropriation that will be included through the biennial budget process.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City City of Santa Clara Page 2 of 3 Printed on 5/20/2022
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Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No.1 to the Agreement for Design Professional Services with AECOM Technical Services, Inc. to provide Program Management Services for Silicon Valley Power's System Capacity Expansion Program and increase the maximum compensation by $8,000,000, for a new not-to-exceed amount of $11,000,000, and extend the term of agreement through December 31, 2028, with up to three one-year options to renew;

2. Authorize the City Manager to make minor changes to the proposed Amendment No.1 subject to approval by City Attorney as to Form. and

3. Authorize the City Manager to negotiate and execute amendments to increase maximum compensation during the term of the agreement if the demand for services exceeds maximum compensation, subject to the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Original Agreement with AECOM Technical Services, Inc.

2. Proposed Amendment No. 1 to the Agreement with AECOM Technical Services, Inc.

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Name: AECOM Technical Services, Inc. A
Account Number: S200004639
Address: 300 Lakeside Drive, Suite 400, Oakland, CA, 94612 Status: Compliant with Waived Deficiencies.

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S200004639
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Exposure
AECOM Technical Services, Inc.
300 Lakeside Drive, Suite 400
Oakland
CA
94612
Bob Turley
[email protected]
Yes
No
No
No
This Account created by 608 on 10/22/2020.

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Ebix Insurance No. S200004639
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
AECOM TECHNICAL SERVICES, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services between the City of Santa Clara, California, and AECOM Technical Services, Inc., dated February 12, 2021 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects; and C. The Parties now wish to amend the Agreement to include Program Management Services for Silicon Valley Power's (SVP) System Expansion Plan Program.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "Term of Agreement", is amended in its entirety to read as follows:
"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 December 1, 2020, and terminate on June 30, 2028."
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

2. Section 6 of the Agreement, entitled Compensation and Payment is amended in its entirety to read as follows:
"COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is eleven million dollars ($11,000,000), 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. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without an amendment to this Agreement.

3. Exhibit A - Scope of Services shall be deleted in its entirety and replaced with the attached Exhibit A - Scope of Services - Amended April 30, 2022, which is hereby incorporated into the Agreement.

4. Exhibit B - Schedule of Fees shall be deleted in its entirety and replaced with the attached Exhibit B - Compensation and Fee Schedule -Amended April 30, 2022, which is hereby incorporated into the Agreement.

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

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

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

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
Approved as to F. arm: Dated:
~ I r'
I
Office of the City Attorney
City of Santa Clara
"CITY"
Office of the City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
AECOM TECHNICAL SERVICES, INC.,
a California corporation
Dated: May 19, 2022 - - ------,----- --- --- -
By (Signature) : ~ /3,k+::::-
Name: _R_O____,B--"E-'-'RT'--=-K-. =T=U-R=L~eY.---, P- _-E-. --- - - - - - - --- --- --"---- - ----- - Tit I e: Vice President
Principal Place of 300 Lakeside Drive Suite 400
Business Address: Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 874-3212
"CONTRACTOR"
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES

EXHIBIT A - SCOPE OF SERVICES
AMENDED APRIL 30, 2022

1. The Contractor shall perform plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects including but not limited to:

1.1. As Needed Services:

1.1.1. Act as project manager for additional projects including the following activities:

1.1.1.1. Project permitting including support of California Environmental Quality Act (CEQA) determinations

1.1.1.2. Land acquisition

1.1.1.3. Project design and preparation of Plans, Specifications and Engineer's Estimate

1.1.1.4. 1.1.1.5.

1.1.1.6. Bid support
Construction support
Record drawings and Project Closeout

1.1.2. System planning for electric utility distribution and transmission systems

1.1.3. Distribution and transmission line conceptual design, feasibility, and permitting.

1.1 .4. Substation conceptual and/or detail design, feasibility, and permitting.

1.1.5. Support with substation communications, protection and control systems.

1.1.6. Assist with third party plan submissions such as Western Electricity Coordinating Council (WECC), California Independent System Operator (CAISO), and Pacific Gas & Electric (PG&E).

1.1.7. Conduct load flow, short circuit studies and arc flash studies as needed.

1.1.8. Conduct Distributed Energy Resource interconnection studies as needed.

1.1.9. Assess existing design standards and recommend revisions or new standards.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019

1.1.10. Assess existing maintenance practices or standards and recommend revisions or create new standards.

1.1.11. Provide drafting support as needed.

1.2. Program Management Services: Contractor shall provide Program Management Services for Silicon Valley Power's (SVP) System Expansion Plan Program (SEP) including (1) SEP Program Management, (2) Program Wide Technical Support, and (3) Project Management for SEP Projects as further detailed in this Exhibit A-1 - Scope of Services.

2. Authorization of Work:

2.1. Work may be assigned to Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work.

2.2. The Contractor shall conduct all necessary meetings and interviews, keep minutes and interview summaries as requested, and provide copies to SVP.

2.3. At the conclusion of each project, the Contractor shall provide electronic copies of all final reports, worksheets, system studies and data associated with this project to SVP in (but not limited to) .pdf, .docx, .xlsx, .xml, .dwf, .dwg, .sav formats as applicable and that are not proprietary in nature. If work is complete in PowerWorld, Contractor to ensure the deliverable is provided in proper and functional GE PSLF format as well.

3. e-BUILDER

3.1. Contractor shall use e-Builder for submission of data and documents throughout the term of this agreement, as requested by the City.

3.1.1. e-Builder is a web-based construction management application hosted bye-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.

3.2. The City will establish Contractor's access toe-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guider-2015. The City reserves the right to limit the licenses issued to Contractor in the future.

3.3. Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

3.4. e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. The Contractor is Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019

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

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

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

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

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

3. 8. 1. Correspondence;

3.8.2. Meeting Minutes;

3.8.3. Submittals and Shop Drawings;

3.8.4. 3.8.5.

3.8.6. Product Data, reports, certifications, etc. must be submitted in PDF format. (If a sample is able to be scanned, it is requested a scanned PDF copy is submitted with the sample.);
Requests for Information (RFl's);
Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

3.8.7. Pay Applications;

3.8.8. "Official" correspondence (such as letters) including informal correspondence, such as e-mail;

3.8.9. Pre-Task Plans (PTPs);

3.8.10. Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports;

3.8.11. Quality Control (QC) Documentation

3.8.12. All official reports, such as Commissioning reports;

3.8.12.1. Notices and Claims;

3.8.12.2. Operations and Maintenance Manuals;

3.8.12.3. All Close-out documents; and

3.8.12.4. All testing results.

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

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES
EXHIBIT A - 1 SCOPE OF SERVICES

1. TASK 1 - SEP PROGRAM MANAGEMENT

1.1. Task 1.1 - Develop Program Management Plan

1.1.1. Contractor will develop an overall Program Management Plan (PMP), including a programmatic execution strategy, to support the timely completion of projects required to achieve the SEP program objectives. The PMP will be developed in concert with SVP and will include input from key SVP staff /stakeholders related to their applicable scopes of work and inherent roles and responsibilities.

1.1.2. Contractor will assign a Program Management Consultant Team (PMC) generally structured as depicted in Appendix A

1.1.2.1. Contractor shall inform the City immediately of any change in key personnel assigned to the City.

1.1.2.2. When requested by City, Contractor shall submit the resumes and other information supporting qualifications of the proposed replacement employee(s) to the City for review and approval. The City shall not unreasonably withhold
approval.

1.1.3. The PMP will include an SEP program overview summarizing the main components and strategy of the program including program description / summary and a comprehensive mission statement for the program. The PMP will also include program objectives, goals, risks, critical success factors, and major milestones so that from a high level outcomes can be measured against the overview to measure success.

1.1.4. As part of this task, Contractor will evaluate, leverage, and recommend improvements to existing SVP program/project
management policies, protocols, and procedures where appropriate to help:

1.1 .4.1. Streamline communications,

1.1.4.2. Optimize performance and quality,

1.1.4.3. Enhance oversight and controls, and

1.1 .4.4. Expedite project delivery.

1.1.4.5. Where new SVP program/project management policies and procedures are needed to guide SVP's program, the PMC
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

team will leverage past project experience and PMP
documents developed for other clients on other programs.

1.1.5. The PMP will provide program implementation protocols and processes for critical program management functions and is envisioned to include the following sections:

1.1.5.1. 01 - Program Description/Objectives and Project Management Office (PMO) Mission

1.1.5.2. 1.1.5.3.

1.1.5.4. 1.1.5.5.

1.1.5.6. 1.1.5.7.

1.1.5.8. 1.1.5.9.
02 - Organization and Governance
03 - Communications Management
04 - Document Management
05 - Schedule and Cost Management
06 - Change Management
07 - Quality Management
08 - Risk Management
09 - Engineering and Design Management

1.1.5.10. 10 - Procurement and Contracts Management

1.1.5.11. 11 - Permitting and Regulatory Management

1.1.5.12. 12 - Safety Health and Environment

1.1.5.13. 13 - Public Information and Stakeholder Management

1.1.5.14. 14 - Construction Management

1.1.5.15. 15 - Program Design Manual

1.1.5.16. 16 - Electrical Equipment

1.1.5.17. 17 - e-Builder

1.1.6. Task 1.1 Deliverable: Draft and Final Program Management Plan documents (pdf and word format).

1.2. Task 1.2 - Develop Staffing Plan

1.2.1. The staffing plan is a major item in the overall PMP and will include appropriate details on the Division of Responsibilities (DOR) and level of effort/support required of each individual on the program and project teams.

1.2.2. Contractor will develop a recommended overall program organization with subsequent details regarding the overall core personnel as well as an organizational chart depicting the reporting structure and interdependency of the program organization and other key personnel.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

1.2.3. The staffing plan will aim to identify how the SEP program organization structure (or PMC team) is embedded into overall SVP organization structure, and how best to establish clear lines of communication, along with definitive roles/responsibilities.

1.2.4. The staffing plan(s) developed by the PMC will include program and project level staffing needs/ assignments and clearly define SVP, PMC, and other SEP project staff roles and responsibilities.

1.2.5. Preparation of the staffing plan will help in the allocation of adequate staff resources to support the various program/project needs.

1.2.6. Contractor will present recommended updates to the Staffing Plan at least once per quarter.

1.2.7. Task 1.2 Deliverables:

1.2.7.1. Draft and final staffing plan (Organization Chart) in pdf and editable format.

1.2.7.2. Regular quarterly updates to the Staffing Plan to reflect new roles, responsibilities, and staff that may arise during execution of the program/projects.

1.3. Task 1.3 - Program Management/Coordination

1.3.1. As part of this task, the PMC team's program manager and deputy program manager will perform day to day management and
coordination functions necessary to help the program progress efficiently and in line with the program management plan objectives and requirements. As part of this task, the PMC program manager and deputy program manager will coordinate with SVP and PMC staff so that the necessary resources are in place for required activities and that each resource/staff member is successfully fulfilling their necessary roles and responsibilities.

1.3.2. As part of this task the PMC team will also define, document and communicate SEP project development procedures and processes specifying the required steps (flow path) to be followed during the implementation of each phase of the projects (planning, design, construction, testing/ commissioning). The goals and outcomes of the project development procedures include:

1.3.2.1. Help to identify, document, and communicate required review checkpoints/gates necessary to obtain approvals and help establish that required prerequisites have been
satisfactorily addressed prior to moving on to the next phase of the project.

1.3.2.2. Help establish realistic timeframes and durations are understood by the PMC team and SVP staff and
appropriately accounted for in the overall program schedule.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

1.3.3. As part of this task the PMC program manager and deputy program manager will monitor the overall progress and implementation of the program and update various sections of the program
management plan. The PMC team will modify existing sections of the PMP and or add new sections to help the program (and projects) meet their milestones and objectives.

1.3.4. Task 1.3 Deliverables:

1.3.4.1. Perform day to day management and coordination of critical SEP program activities.

1.3.4.2. Monitor and assess progress of overall SEP program and projects (scope, schedule, budget) and report out to SVP management staff on a monthly basis.

1.3.4.3. Identify and develop mitigation plans for existing/potential program and project risks/issues.

1.3.4.4. Monitor progress of SEP program/projects to help establish adequate resources are in place and that staff are
successfully fulfilling their roles and responsibilities.

1.3.4.5. Attend and facilitate PMC team and SVP staff coordination meetings and disseminate program/project information and direction to appropriate staff resources.

1.3.4.6. Regularly evaluate PMP sections and update and amend PMP as needed on a quarterly basis.

1.4. Task 1.4 - Program Level Cost & Schedule Management/Tracking & Reporting

1.4.1. As part of this task the PMC team will develop and implement standard reporting requirements for projects under the SEP program that roll up to a standard monthly program report. 1 .4.1.1. The PMC team will use e-Builder capabilities to streamline report generation and provide access to real time
program/project cost, financial and schedule data to the greatest extent practical.

1.4.1.2. Major key performance indicators (KPl's) will be developed at the program level and implemented at the project level to view the overall program health and progress on a regular basis.

1.4.2. Task 1.4 Deliverables:

1.4.2.1. Prepare program schedule and update on a monthly basis.

1.4.2.2. Develop Key Performance Indicators (KPls) and assess performance on a monthly basis.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

1.4.2.3. Prepare and distribute monthly program status summary report.

1.4.2.4. Identify and implement up to two (2) e-Builder dashboards.

1.5. Task 1.5 - Risk Management

1.5.1. The PMC team will develop comprehensive risk register for the overall SEP program in collaboration with SVP staff.

1.5.1.1. The risk register included in this task will summarize the major risks associated with the program at a programmatic level and will be independent from project level risk registers that should be held and reviewed normally by project teams for each specific project/task.

1.5.1.2. The PMC team will identify and document potential risks to the timely completion of individual SEP projects and the overall program.

1.5.1.3. The PMC team will develop risk avoidance, mitigation measures, and or alternative implementation plans where feasible/appropriate for SVP staff consideration.

1.5.2. Program and project risk registers will be reviewed on a regular basis with key project stakeholders.

1.5.2.1. The PMC team will communicate limitations to SVP operations that could possibly occur due to potential impacts that cannot be sufficiently mitigated.

1.5.2.2. After initial development of the noted risk registers, Contractor will review the overall program risk register with SVP on a quarterly basis.

1.5.2.3. Contractor will review project-specific risk registers with SVP on a monthly basis.

1.5.3. Task 1.5 Deliverables:

1.5.3.1. Prepare initial risk register listing existing/potential program risks.

1.5.3.2. Regular monitoring and tracking of existing/potential program risks listed in register.

1.5.3.3. Prepare quarterly updates to risk register to capture status of existing risks and add/remove risks as appropriate.

1.6. Task 1.6 - Contract/Change Management

1.6.1. The PMC team will work with SVP staff as needed to support management of Engineering Procurement Construction (EPC) or developer contracts for the program.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

1.6.1.1. The PMC team will evaluate and make recommendations to enhance SVP's current Potential Change Order form as
needed to meet best practices.

1.6.1.2. The PMC team will recommend additional standard forms and procedures as appropriate/required to best fit SVP's requirements and the SEP Program requirements.

1.6.2. As part of this task the PMC team will create, track and maintain a program and project level Change Order (CO) log to better inform SVP with real time updates on the potential impacts to the program and specific projects as a result of cumulative changes.

1.6.2.1. The PMC team will evaluate and verify designer and contractor change proposals (scope and cost) and
supporting justification.

1.6.2.2. The PMC team will use e- Builder capabilities to provide real time access to CO status and associated financial metrics and streamline and verify/document CO reviews and
approvals.

1.6.3. Task 1.6 Deliverables:

1.6.3.1. Facilitate the development and tracking of bid packages.

1.6.3.2. Document and implement change management
p raced u res/processes.

1.6.3.3. Review/ recommend approval or denial of SEP project invoices.

1.7. Task 1.7 - Programmatic Health and Safety Requirements

1.7.1. As part of this task, the PMC health and safety manager will set up and structure the programmatic health and safety plan
requirements to be used and followed by each of the SEP project design consultants and construction contractors. In development of the programmatic health and safety plan, the PMC health and safety manager will leverage AECOM best practices and existing SVP health and safety requirements to identify additional requirements and best practices used by other clients on other projects.

1.7.2. While Contractor will be providing program level safety support, SVP's design consultants and construction contractors are responsible for the safety of their operations and control of the site.

Contractor will support actions needed to assign health and safety responsibility to design and construction contractors such as contract terms and recommendations to evaluate and monitor compliance by design and construction contractors.

1.7.3. Task 1.7 Deliverables:

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

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1.7.3.1. Develop programmatic health and safety plan.

1.7.3.2. Track and monitor SEP project's implementation and compliance with required health and safety protocols.

1.8. Task 1.8 - Schedule Oversight

1.8.1. At the program level, the PMC team scheduler will use Primavera P6 (P6) to create an overall program schedule (based on each Contractor's individual project schedules) and then implement the overall program schedule into e-builder.

1.8.1.1. This will allow the PMC team scheduler to better control the schedule ties and critical path providing better insight into the logic and required sequencing of the overall program schedule.

1.8.1.2. The PMC team scheduler will develop the program schedule to account for external factors/influences such as equipment procurement and other project stakeholders including, but not limited to, PG&E, Santa Clara City Council, and
developers.

1.8.2. At the project level, the design consultants and construction contractors will own and be responsible for their project's design phase and construction schedules.

1.8.2.1. The project level schedule format will likely be similar to the format of the program schedule.

1.8.2.2. The PMC team scheduler will use P6 in the background and then implement a customized schedule into e-builder. For example, PMC will develop a level 2 project schedule rolled up from the contractor's schedule for high level review by the PMC team and SVP.

1.8.3. The PMC team will also develop recommended specific schedule requirements to be followed by the design consultant and contractor, and implement these schedule requirements into a standard contractual exhibit that can be included in contracts with design consultant's and contractor's to help the PMC team and SVP staff have better control on the necessary schedule data received by others.

1.8.4. The PMC team will provide program schedule critical path analysis and recommendations to expedite completion and mitigate delays, on a regular basis through the periodical schedule analysis and schedule update report.

1.8.4.1. Where specific projects within the program fall behind schedule, the PMC team will work with the design
consultants to adjust critical path items.

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1.8.4.2. During construction, the PMC team will also help track and monitor the delivery of key product materials and electrical equipment procurement.

1.8.4.3. The PMC team's schedule performance analysis will be communicated effectively in accordance with the job specific report frequency matrix, which will include: contract and execution milestones, work force and progress charts,
updated summary and control schedules, look-ahead and
specialty schedules, critical path and variance analysis, total float, and regular status meetings.

1.8.5. Task 1.8 Deliverables:

1.8.5.1. Develop and maintain project and program schedules.

1.8.5.2. Review/ make recommendations to standard schedule templates in e-Builder.

1.8.5.3. Standardize design consultant and contractor schedule input.

1.9. Task 1.9 - Cost Control/Estimating

1.9.1. As part of this task, the PMC team will monitor and evaluate the performance of the overall SEP program and each project within the program.

1.9.2. Program and project financial budget status, schedule, and associated cash flow projections as well as required budget authorizations will be evaluated on a regular basis. Budget reporting shall include appropriations budgets, encumbrance budgets, and contract budgets.

1.9.3. The PMC team will monitor the financial budget status through a list of applicable cost performance reports on the job-specific report frequency matrix, including due dates.

1.9.4. Cost performance will be periodically reported to SVP quarterly and will be reconciled to the metrics compiled in the cost database processor. The PMC team will produce standard slides to report cost performance in a consistent format, such as PMC team standard client weekly report and updated resource/spend-out plans, in addition to the project cash flow and forecast.

1.9.5. The cost control process will be developed and documented by the PMC team including input from SVP staff to monitor budgets. The process will include provisional allowances for the project and preparing useful reports for use by the PMC team and SVP staff.

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will indicate program and project costs aspects, and are envisioned to include the following:

1.9.6.1. Potential and pending changes;

1.9.6.2. Variances between actual and budgeted costs;

1.9.6.3. Anticipated/ Unforeseen costs;

1.9.6.4. Use of SVP in-house forces;

1.9.6.5. Use of allowances or contingencies in contractor contract.

1.9.7. Budget revisions will be incorporated into the cost control system.

Payment requests from the contractor will be reviewed by the PMC team and recommendations for approval will be presented to SVP.

1.9.8. The PMC team will process and monitor contractor use of allowances within the construction contract. The PMC team will track costs within the cost control system.

1.9.9. The PMC team will also work through e-Builder (in coordination with SVP) to initiate a program level cost reporting visible by all and based on key program and project level performance indicators to manage, analyze, and communicate the costs at the program level on a regular basis.

1.9.10. Task 1.9 Deliverables:

1.9.10.1. Review/ validate project budgets.

1.9.10.2. Perform cash flow analysis.

1.9.10.3. Manage and analyze actual vs. planned budget and address needs for additional budget approvals where needed.

1.9.10.4. Perform earned value analysis for SEP program and associated projects.

1.9.10.5. Generate SEP program/ projects cost reports.

1.9.10.6. Review and evaluate contractor pricing.

1.9.10.7. Review and evaluate change order requests.

1.10. Task 1.10 - Records Management

1.10.1. The PMC team records manager will identify and use an optimal centralized electronic filing system to retain/archive and access appropriate program/project documents. Contractor shall evaluate the use of the City's existing laserfiche program where applicable.

1.10.2. The PMC team will consider both SVP network-based filing location, and online/shared electronic file retention/management sites.

1.10.3. The PMC team will also recommend and document standardized requirements and procedures for retention and archiving of Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

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appropriate project documents, and define and list required project documents to be retained and archived, such as design packages, shop drawings, equipment and material submittals, testing and commissioning plans, Requests for Information (RFI), change orders, design changes, and as-builts.

1.10.4. The PMC team records manager will work with SVP staff to develop and or enhance the program and project standard folder structure and help implement consistent utilization of structure throughout SEP projects. The PMC team's record manager will also work across all the projects in the portfolio to upload, download, rename files and keep version control of project records.

1.10.5. Task 1.10 Deliverables:

1.10.5.1. Identify and use an optimal centralized electronic filing system to retain/archive and access appropriate
program/project documents.

1.10.5.2. Establish and document standardized requirements and procedures for retention and archiving of appropriate project documents.

1.11. Task 1.11 - e-Builder Support

1.11.1. The PMC team's e-Builder lead will assist the PMC team staff in expediting their understanding of e-Builder, enhancing PMC staff capabilities and seamlessly integrate PMC team's use of SVP's eBuilder platform.

1.11.2. The PMC will

1.11.2.1. Analyze "system adoption" type reports and process workflow usage to identify extent of system usage.

1.11.2.2. Develop strategies plans to increase e-Builder usage accordingly.

1.11.2.3. Evaluate SVP's e-Builder platform and setup to see where optimization and enhancement/additions may be desirable.

1.11.3. Assumption: For year 2 and beyond it is assumed that there are no e-Builder services

1.11.4. Task 1.11 Deliverables:

1.11 .4.1. Evaluate and develop schedule templates.

1.11.4.2. Enhance user interface with outside Contractors/ Vendors where possible.

1.11.4.3. Evaluate and improve workflow improvements where possible.

1.11 .4.4. Develop or optimize document archiving processes.

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1.11.4.5. Develop and or enhance dashboards (for project team vs. executive/management team, etc.).

1.12. Task 1.12 - Public Outreach

1.12.1. Public outreach for the SEP program is not currently envisioned to require significant support from the PMC team. As requested by SVP staff, the PMC team can provide limited public outreach support for the new 115kV T-line from Northern Receiving Station (NRS) to Kifer Receiving Station (KRS) project and the Reconfigure 60kV T-line NW and Center Loop project.

1.12.2. Task 1.12 Deliverables may include:

1.12.2.1. Prepare project information for council meetings.

1.12.2.2. Eminent domain queries.

1.12.2.3. Status report out to customers such as major data centers two to three times per year using SVP standard
template/approach.

2. TASK 2 - PROGRAM WIDE TECHNICAL SUPPORT

2.1. Task 2.1 - General Technical/Engineering Support
AECOM's general technical/engineering support will include the following subtasks:

2.1.1. Task 2.1.1 - Organize, review, and support development of SVP standards and libraries

2.1.1.1. Contractor will leverage its experience working for other agencies to develop program-wide engineering design
criteria and standards.

2.1.1.2. The PMC technical support team will assist with updating of SVP's engineering design standards.

2.1.1.3. As part of this task, the PMC technical team will engage SVP management, engineering, and operations staff to better understand current SVP preferences and requirements, and to support the development of established program-level design requirements that will apply to every SVP System Expansion Plan Capital Program project.

2.1.1.4. Contractor will leverage and enhance existing SVP design standards and specifications developed to date. Where
required, contractor will develop new SVP design standards and specifications pertaining to substations to support implementation of SEP Program (and other SVP) projects.

2.1.1.5. Contractor will update SVP standard engineering specifications including:

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2.1.1.5.1. 2.1.1.5.2.

2.1.1.5.3. 2.1.1.5.4.

Update specifications to CSI standard numbers
and format for consistency with industry standards
and to differentiate specifications from SVP design
stand a rd s/p rocesses/p raced u res.

Inventory and assess existing specifications,
identify specifications that may be missing, and
recommend specifications fill in gaps.

Create specification libraries with standard Table
of Contents (TOC) for each type of project SVP
does including: distribution substation (SVP
owned, typical 60KV-12KV); junction substation
(dedicated customer, typ. Customer-owned); and
transmission and distribution line extensions or
rebuilds.

Identify and organize specifications by type or use,
such as Procurement, Construction, Prescriptive,
Performance, etc.

2.1.1.6. Develop inventory of standard engineering design drawings and identify where improvement may be needed.

2.1.1.6.1. Review SVP's Substation Design & Construction Manual Index (SD-5000).

2.1.1.6.2. Identify design standards, processes, or
procedures that may be missing or needed.

2.1.1.6.3. Develop missing or incomplete design standards for review by SVP based on best industry
standards, SVP preferences/requirements, etc.

2.1.2. Task 2.1.2 -As-built support - standards, cleanup of existing drawings

2.1.2.1. The PMC team will establish and document standardized requirements and procedures for preparation of as-built drawing package, including required file format (.pdf and .dwg), level of detail, supporting backup (e.g. redline hardcopies), etc.

2.1.2.2. The PMC team will support SVP to implement as-built standards and requirements consistently throughout SEP
projects.

2.1.2.3. The PMC technical team will coordinate with SVP staff to obtain and compile available final design and as-built
drawings associated with the SEP Program projects. The
PMC technical team will review the final design/as-built plans, and help identify which drawings should be
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superseded and may be discarded. The PMC team will
conduct site visits, if needed, and interviews with SVP Operations staff to identify, confirm and document as-built existing conditions.

2.1.3. Task 2.1.3 - Transformer/GIS procurement specifications/packages

2.1.3.1. The PMC team will support SVP's procurement process for capital equipment purchases by organizing technical
specifications and/or technical packages that may be
required for bidding or vendor procurement. Technical
specifications may require meetings with the PMC team,
SVP and vendors to confirm technology details.

2.1.3.2. The PMC team understands that SVP intends to procure a significant amount of large power transformers and GIS
equipment for projects in the SEP Program. The PMC team will evaluate and support (if requested by SVP) the purchase of all (or most) transformers and or GIS in a single purchase order to one vendor. The PMC technical team will assist SVP to develop procurement specifications for this
equipment. Specifically, the PMC team proposes to:

2.1.3.2.1. Review technical content of one power
transformer procurement specification, including
up to one technical data sheet specific to each
project in the SEP program.

2.1.3.2.2. 2.1.3.2.3.

2.1.3.2.4. 2.1.3.2.5.

2.1.3.2.6. Review technical content of one gas-insulated substation (GIS) procurement specification,
including content related to gas-insulated bus/line
(GIB/GIL), and up to one technical data sheet
specific to each project in the SEP program.

Review SVP proposed solicitation document and
contract terms.

Review vendor proposals and assist SVP in
identifying a preferred vendor.

Review vendor design and shop drawings, test
plans, Operations and Maintenance (O&M)
manuals, etc.

Provide comments for each review based on SVP
stated project needs and applicable industry
standards.

2.1.3.2.7. Assumptions for task 2.1.3 include the following:

2.1.3.2.7.1. SVP will provide a current draft of related specifications and solicitation documents
previously developed by SVP for the
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PMC team's review. The PMC team
does not anticipate a need to originate
these documents and will work with SVP
to develop content.

2.1.3.2.7.2. The PMC technical team will provide
review of the technical aspects, and the
general contract terms and requirements.

2.2. Tasks 2.2 thru 2.10 - Engineering/Technical Support for SEP Projects

2.2.1. Contractor will provide engineering/technical support as shown in the project summary attached as Appendix 2 -
Engineering/Technical Support Services by Project. Additional details about scope are defined in the following sections. Task 2.2.1 (Rebuild 60kV T-line Fiberglass and Walsh Substation is not included in Contractor's scope of services.

2.2.2. Subtask - Review planning package
The PMC technical team will review SVP's Planning Package for each SEP Program project. Review is anticipated to include:
general project scope, schedule, risks, and required resources (including roles and responsibilities of internal SVP departments and staff, and consultants or contractor's roles and responsibilities), and accompanying concept plans/diagrams illustrating proposed and/or required improvements.

2.2.3. Subtask - Develop design scope of work

2.2.3.1. To help expedite procurement of design consultants for specific SEP Program projects, the PMC technical team will develop design scope document that can be used in SVP's call for proposals (CFPs).

2.2.3.2. It is anticipated that the design scopes of work would include, proposed/planned project description /
improvements, design criteria, schedule requirements,
design consultant's scope of work, DIR requirements, and a preliminary concept plan illustrating the project site/proposed improvements.

2.2.4. Subtask - Design package reviews

2.2.4.1. As part of this task, the PMC team's technical staff will provide Quality Assurance (QA) reviews of design
consultants' work products.

2.2.4.2. This task will include technical review of the design consultant's work products, including conformance with SVP standards and program-wide design criteria, and
coordinating meetings with the design consultant and
appropriate group(s) within SVP to address unresolved
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issues. Contractor's team of specialized technical staff can be used to review design plans and specifications and assist SVP in providing thorough technical evaluations.

2.2.4.3. In addition, the PMC team's technical review of the detailed design package for each SEP Program project will check for compliance with the contract scope of work, specific project requirements, and applicable codes and standards. The
PMC technical team will assign discipline specific leads to review each design package and provide a consolidated set of review comments to SVP for consideration at each
submittal stage. The PMC team will then meet with SVP and the Engineer of Record (EOR)/designer at each design
submittal stage to clarify and resolve outstanding comments.

2.2.4.4. Assumptions for this Subtask include the following:

2.2.4.4.1. The number and quantity of review documents
may vary based on project specific needs and
contract requirements. Design documents are
anticipated to include on the order of 200 drawings
and 20 design specifications at the 100% stage.

2.2.4.4.2. 2.2.4.4.3.

PMC technical team review comments would
typically be consolidated and returned in a
spreadsheet, redline markup, and/or other
standardized comment tracking format, with
comment/response tracked through the
100%/lssued For Construction (IFC) design
phase.

Review comment responses will typically be
delivered in 2-4 weeks depending on the project
size, submittal stage, and schedule requirements,
to be mutually agreed upon per specific project
needs.

2.2.5. Subtask - Engineering support during construction

2.2.5.1. It is anticipated that the design consultant/EOR for each project will primarily be responsible to perform engineering support during construction.

2.2.5.2. If requested by SVP, the PMC team can provide engineering support during construction to assist SVP in responding to construction contractor RFI, reviewing and commenting on contractor submittals, and evaluating pros/cons of design and construction options. It is anticipated that this asneeded support will primarily occur for on major submittals or specific issue resolution.

2.2.6. Subtask - Environmental/CEQA support
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2.2.6.1. As part of this task, the PMC team will provide as-needed programmatic environmental support services to SVP to
facilitate compliance with applicable environmental
requirements of the program.

2.2.6.2. The PMC team's environmental lead will work with Contractor's broader program management team to identify environmental compliance requirements on each project.

2.2.6.3. Additional environmental support services may include:

2.2.6.3.1. Evaluating CEQA compliance needs for each
project, including whether projects qualify for
Categorical Exemptions or require CEQA
environmental review.

2.2.6.3.2. 2.2.6.3.3.

2.2.6.3.4. 2.2.6.3.5.

2.2.6.3.6. 2.2.6.3.7.

For those projects that will not qualify for a
Categorical Exemption, Contractor will evaluate
and recommend the appropriate level of
environmental review that is appropriate.

Contractor expects that most projects will qualify
for Categorical Exemptions, but recognizes that
some capacity-increasing or new infrastructure
projects may require some level of CEQA review
and public noticing. For those projects that will not
qualify for Categorical Exemptions, Contractor
anticipatesthat Initial Studies accompanied by
either a Negative Declaration or Mitigated
Negative Declaration are the most likely types of
CEQA review that would be necessary. Where
appropriate, recommendations will also be made
to streamline CEQA compliance at a program
level.

Providing recommendations for technical studies
to support CEQA environmental review or
documentation of a Categorical Exemption.

Evaluating regulatory permitting requirements
related to potential impacts to wetlands, waters of
the United States, cultural resources, listed
species, or other resources.

Developing recommendations or guidance to
assist projects in minimizing or avoiding potential
regulatory permitting triggers or other impacts.

Providing guidance on the handling, management,
and disposal of hazardous materials.

Developing a framework for documenting
environmental compliance on each project.

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2.2.6.3.8. While not specifically included in this scope, AECOM has local teams and expertise to prepare
CEQA documents and perform the appropriate
public noticing, as well as related technical studies
(e.g. biology, cultural resources, air quality, noise)
or regulatory permitting, should SVP require
additional assistance.

2.2.7. Subtask - Right-of-Way Engineering and Acquisitions If required by SVP, Contractor can mobilize staff to support Right of Way (ROW) engineering, reviews and acquisition tasks which may include field surveying. Contractor can support SVP's evaluation or negotiation with other stakeholders. Required scope of services and associated costs will be developed at a future date if requested by SVP.

3. TASK 3 - PROJECT MANAGEMENT FOR SEP PROJECTS

3.1. Contractor will provide project management services for the following Capital Projects:

3.1.1. 3.1.2.

Task 3.1 - PM for Rebuild 60 kV T-line Fiberglass and Walsh Substation is not included in Contractor's scope of services.

Task 3.2 -Project 2445-0000 (NRS 392 breaker mitigation)

3.1.3. Task 3.3 -Project 2430-0000 (NRS Transformer 2, spare transformer)

3.1 .4. Task 3.4 -Project 0000-5001 (Rebuild 60 kV T-line Walsh and Uranium Substations)

3.1.5. Task 3.5 -Project 2456-0000 (Rebuild Scott Receiving Station, SRS)

3.1.6. Task 3.6 -Project 2453-0000 (Rebuild Kifer Receiving Station, KRS)

3.1.7. Task 3.7 -Project 2454-0000 (NRS transformer upgrade)

3.1.8. Task 3.8 -Project 2455-0000 (New 115 kV T-line connecting NRS to KRS)

3.1.9. Task 3.9 -Project 0000-5003 (Reconfigure 60kV T-line Northwest and Center Loop)

3.1.10. Task 3.10 - The following Substation Projects:

3.1.10.1. Project 2451-0000 (Freedom Circle Junction Substation 49MVA)

3.1.10.2. Project 2443-0000 (Laurelwood Junction Substation 99MVA)

3.1.10.3. Project 2442-0000 (San Tomas Junction Substation 99MVA) Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

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3.1.10.4. Pacific Substation

3.1.10.5. Bowers Area Junction

3.2. For the SVP Capital Program projects (SEP and substation projects identified in Appendix 3 - Project Management Support Services by Project), Contractor will support SVP by providing project management services in order to drive progress on the projects and maintain project schedules.

Contractor PMs will support projects by:

3.2.1. Providing a consistent contact person for each project who can interface between SVP, developers, stakeholders, contractors, EPC's, EOR, Authority Having Jurisdiction (AHJ), CAISO,

3.2.2. Monitoring communications so that key information is distributed to the correct group of people and

3.2.3. Managing action items so that project contributors, stakeholders and EORs meet their delivery date commitments.

4. Background:

4.1. The development of this scope and cost proposal to perform program management services is largely based on SVP's Program Management Services Call for Proposal and the SEP Program "gap analysis" work performed by AECOM under Task Order No.1. (TO1) Issued under the Original Agreement.

4.2. The TO1 "gap analysis" work performed in late 2021 was instrumental in helping AECOM's program management team better understand the SEP program objectives, the status of various SEP Program projects, typical SVP processes and design standards, typical SVP staff roles and responsibilities, and the organizational structure and availability of SVP staff resources.

4.3. Contractor's PMs will focus on and execute detailed services that were identified in AECOM's Gap Analysis (discussed with SVP) such as:

4.3.1. For development projects, Contractor will prepare a project fact sheet including, but not limited to: summary of development project scope, interconnection details, point of contact, status of key project milestones. Contractor will regularly update project fact sheet on at least a monthly basis.

4.3.2. For PG&E projects, Contractor will prepare project fact sheet summarizing PG&E project scope and includes, but is not limited to: interconnection details, PG&E project manager/point of contact, status of key project milestones. Contractor will regularly update project fact sheet on at least a monthly basis.

4.3.3. Contractor will complete project-level reports for SVP on a monthly basis.

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4.3.4. 4.3.5.

4.3.6. Contractor will develop project-specific budgets, staffing plans (including construction management and quality assurance), and schedules.

Contractor will facilitate and coordinate the engineering support services described in this Exhibit A.

Contractor will implement program management procedures to individual projects described in this Exhibit A.

4.4. Generally, Contractor project managers will also:

4.4.1. Serve as the primary (or secondary) point of contact for the project to support the SVP project manager.

4.4.2. Coordinate with SVP departments.

4.4.3. Manage project implementation.

4.4.4. Coordinate project work with PG&E.

4.4.5. Manage Public Works Contract Scope of Work (SOW) and equipment with long lead time procurement.

4.4.6. Plan and coordinate system energization with other projects (e.g.

KRS project manager must coordinate with adjacent NRS and SRS project).

4.4.7. Manage environmental permitting process (if required for project).

4.4.8. Coordinate technical inquiries between the SVP's team, leads or engineers.

4.4.9. Coordinate Contractor's review of Engineering Planning Packages, Design Scope Packages, and Design Packages including:

4.4.9.1. Deliver Contractor's review comments to SVP.

4.4.9.2. Organize discussions/conference calls between key technical staff and EOR's if needed.

4.4.9.3. Facilitate resolution of review comments and responses.

4.4.10. Oversee or distribute (if needed) key communications from SVP or developer to so that the key information is cascaded fully throughout the project team and relevant stakeholders. Organize conference calls where needed to complement email
communications between parties.

4.4.11. Review billing invoices from other SVP contractors (EPC, EOR, AHJ permit fees) including: validate that invoiced work has been received and accepted by SVP, accurate rates are charged, and that the contractor has complied with any prevailing wage requirements.

4.4.12. Regularly validate that the Contractor team activities are within the approved scope of work.

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4.4.13. Identify tasks where Contractor could provide added value to SVP (such as tasks that could generate a time savings or cost savings).

4.4.14. Be available to SVP for troubleshooting and regulatory guidance and participate in negotiations and contracting.

4.4.15. Engage previously identified Subject Matter Experts (SMEs) for individual projects if discipline-specific questions arise (such as right-of-way access, environmental permitting, etc.).

4.4.16. Execute the projects in accordance with Contractor's Quality Management System and Project Delivery System, thus bringing influence from Contractor's ISO9001 certification.

4.4.17. Respond to other ad hoc requests from SVP as feasible within the proposed Time and Materials budget.

4.4.18. This Agreement as Amended does not include any field activities.

5. Schedule:

In the event additional services are added that include field activities, Contractor may be required to execute a labor compliance addendum and comply with associated prevailing wage provisions.

5.1. The SEP Program will be implemented over approximately six (6) years from the effective date of this Amendment No. 1 ).

5.2. The scope of services in this Exhibit A reflects all services that are currently anticipated to be provided by Contractor in support of SVP's SEP Program over the approximate six-year period.

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Appendix A:

Program Management
Consultant {PMC)
Organizational Chart
Program Management Plan
Joseph Butkovich
Program Controls Lead
Joseph Williams, PMP
Financial Oversight
Ira Ray
Schedule Oversight
Matthew Walker
Records Management
Isis Amoah
E-Builder & Dashboard Reporting
Aaron Rupp, PMP
Cost Estimating
Tyler Searle, STS
William Melton
Contract Management
Charles Twamugabo (SVI)
Health and Safety
Shannon Couch

SILICON
VALLEY
POWER.

Program Management
Program Manager
David Fyfe, PE, LEED AP
Deputy Program Manager
Shelley Howard
Lead Principal Engineer
Dean Goward, PE
Electrical Substation
Ivan Welander, PE
David Staley, PEwA
Travis Haselhorst PE
Electrical Transmission
Dennis Cirrone, PE
Protection & Controls
Kalpesh Salunkhe, PE
SCADA
Manoj Appikonda
Additional Resources
Auriga
BESS
Nazar AI-Khayat PhD
Commissioning
Jack Akins
Civil/Structural
Savas Kolankaya, SE
Geotechnical
Philip Meymand, PhD, PE, GE
Constructability Reviews
Morgan Ellison
Regulatory/Environmental
Compliance
John Chamberlain
Stakeholder Outreach
Laura Adleman, CFM
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Principal In-Charge
Bob Turley, PE
Project Managers
Omid Rahmati, PENv
T-Line Projects (115kV NRS to
KRS, 60kV Fiberglass & Walsh,
60kV Walsh & Uranium, 60kV
Northwest & Center Loop)
Peter Montalvo
NRS Projects (Breaker
Mitigation, Transformer
Upgrade, & Spare Transformer)
& Substation Projects
Mari Gomez
Rebuild KRS & SRS Projects
Deputy Project Managers
McKennan Bertsch, PE
NRS & Substation Projects
Carmen Caceres-Schnell
Rebuild KRS & SRS Projects
Deirdre O'Hara
T-Line Projects

Appendix B - Enaineerina/Technical Support Services bv Proiect SEP Projects

2.2 Rebuild 60kV T-line Fiberglass and Walsh Substation

2.3 NRS 392 Breaker Mitigation

2.4 NRS Transformer 2 / spare transformer

2.5 Rebuild 60kV T-line Walsh and Uranium Substation

2.6 Rebuild Scott Receiving Station (SRS)

2.7 Rebuild Kifer Receiving Station (KRS)

2.8 NRS Transformer Upgrade

2.9 New 115kV T-line interconnecting NRS to KRS

2.10 Reconfigure 60kV T-line Northwest and Center Loop

2.11 50 MW (200MWh) Kifer Battery Energy
Storage Project

2.12 Development Substation Projects
San Tomas Junction Substation 99MVA
Freedom Circle Junction Substation 49MVA
Stender Way Junction Substation 49MVA
Memorex Avenue Junction Substation 89MVA
Esperanca Substation 49MVA
Martin Avenue Junction Substation 49MVA
Laurelwood Junction Substation 99MVA
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019
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Appendix C - Pro1ect Management Support Services b• 1 Pro1ect SEP Projects
Rebuild 60kV T-line Fiberglass and Walsh Substation
NRS 392 Breaker Mitigation
NRS Transformer 2 / spare transformer
Rebuild 60kV T-line Walsh and Uranium Substation
Rebuild Scott Receiving Station (SRS)
Rebuild Kifer Receiving Station (KRS)
NRS Transformer Upgrade
50 MW (200MWh) Kifer Battery Energy
Storage Project
New 115kVT-line interconnecting NRS to KRS
Reconfigure 60kV T-line Northwest and Center Loop
Development Substation Projects
San Tomas Junction Substation 99MVA
Freedom Circle Junction Substation 49MVA
Stender Way Junction Substation 49MVA
Memorex Avenue Junction Substation 89MVA
Esperanca Substation 49MVA
Martin Avenue Junction Substation 49MVA
Laurelwood Junction Substation 99MVA
Pacific Substation XX MVA
Bowers Area Junction XX MVA
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019
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4/30/2025
estimated 2026
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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES

EXHIBIT B - COMPENSATION AND FEE SCHEDULE
AMENDED APRIL 30, 2022

1. Compensation

1.1. This is a time and materials agreement.

1.2. Cost Estimates:

1.2.1. Estimated Costs:

1.2.1.1. Labor costs to provide support services included in Exhibit A, for a 5-year duration as part of this Amendment No. 1 are estimated to be $9,968,447.

1.2.1.2. Additional detail on the estimated cost by task and staff can be found in the attached cost tables.

1.2.1.2.1. 1.2.1.2.2.

1.2.1.2.3. 1.2.1.2.4.

Exhibit B - Table 1 - provides a summary of the
annualized costs for each task over the entire 5-
year duration.

Tables 1A- 1 E provide a detailed breakdown of
the annual cost per task and staff for Task 1 for 5
years. A portion of Task Order 1 has been
previously authorized under Purchase Order
26657.

Tables 2A- 2E provide a detailed breakdown of
the annual cost per task and staff for Task 2 for
each of the 5 years.

Tables 3A - 3E provide a detailed breakdown of
the annual cost per task and staff for Task 3 for
each of the 5 years.

1.2.1.3. Subject to written approval of the City, Contractor may transition costs between categories within each cost
estimate but only to the extent that these transitions leave sufficient funding to complete the projects identified in each cost estimate.

1.3. Contractor shall notify City as soon as practical if there is a risk that cost estimates will be exceeded and shall not perform work that will result in costs exceeding the estimate without an executed amendment to this Agreement.

Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019

1.4. The maximum compensation specified in Section 6 includes all services provided under this Agreement as Amended including those services provided in advance of this Amendment.

2. Rates

2.1. Services shall be provided according to the rates in Table B2 -AECOM Hourly Rates - Effective December 1, 2020 with Rate Adjustments according to the provisions of Section 2.3 of this Exhibit B. Services performed prior to this Amendment shall be invoiced at the rates in place at the time of the service.

2.2. Overtime for exempt employees will be billed at 1.5 times hourly rate. Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to commencing work.

2.3. Rate Adjustments. Table B2 - Hourly Rates shall have an annual escalation of 2% from December 1, 2020, to December 1, 2025. No later than 30 days before the commencement of the sixth year of the term of the Agreement, Contractor may request by written notice to the City further adjustments to the Table B2 - Hourly Rates; provided, Contractor shall provide justification for the proposed adjustment for the subsequent years. City may approve or deny such adjustment request in its sole discretion which will be provided in writing (e-mail acceptable).

3. Authorization for Work:

3.1. In the event that Contractor is requested to perform additional work not included in the scope of this Agreement or if a task exceeds the Budget outlined in the exhibits, Contractor shall submit a proposal for such additional work. If contingency funds are available in the Agreement to complete the project quoted, Contractor may perform such additional work upon written authorization of the City (e-mail acceptable).

3.2. If insufficient contingency funds are available to complete proposed work, an Amendment to this Agreement shall be executed in advance of starting work.

No products or services that will commit or authorize funds in excess of the contingency funds outlined in will be provided unless both Parties execute an Amendment to this Agreement.

4. Reimbursable Expenses

4.1. City Requested Expenses. Outside services such as, but not limited to outside reprographic services, materials and equipment, will be invoiced at cost plus 3%. Subcontractor services will be invoiced at cost plus 5%.

4.2. Expenses shall be reimbursable only to the extent that CONTRACTOR submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

4.3. Travel and Per Diem. Travel and Per Diem will be invoiced at cost.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019