Agenda packet — City Council and Authorities Concurrent, August 18, 2026 (part 5 of 19)

4.3.1. 4.3.2.

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
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.

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

4.4. An estimate for any anticipated reimbursable expenses shall be included in Contractor's response to any CFP or other proposal to perform additional work.

4.5. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

5. Invoicing and Payments:

5.1. Contractor will invoice 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.

5.2. All monthly invoices shall include

5.2.1. PO number,

5.2.2. Itemization of the authorized expenses incurred, if any, with a detail listing the cost and source of such expenses and when they were incurred in a formal that will permit City to verify rates are the same as those authorized in the Agreement.

5.2.3. Amount paid to date and remaining Agreement amount.

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

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

5.5. Contractor shall maintain documentation of such time and costs for City inspection for a period of three (3) years from the date of termination of this Agreement.

Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019

Page 33 of 49 ends

Exhibit B - Table lA - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 1) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Deputy
Program Program Contract
Principal M:mager M.:mager Manager
AECOM Program Management Services Program Senior
(YEAR 1 - A~r 2022 to Mar 2023) Principal Manager Professional V Contract Manage, Bob David Shellev Joe
Turley Fyfe Howard Butkovich
8111 Rote $286.11 $286.11 $202,88 $228.89
Task Descriotion
Task 1 - SEP Prooram Manaaement
Task 1.1 - Develop Program Management Plan 20 120 80 40 Task 1.2- Develop Staffing Plan 20 80 60
Task 1.3- Program ManagemenVCoordination 40 1140 400
Task 1.4 - Program Level Cost & Schedule Management Tracking & Reporting 5 240 240
Task 1.5 - Risk Management 5 80 60
Task 1.6 - ContracVChange Management 5 180 60
Task 1.7 - Programmatic Health & Safetv Requirements 5 80 60 Task 1.8 - Schedule Oversight 20
Task 1.9 - Cost Control/Cost Estimating 20
Task 1.1 o - Records Management
Task 1.11 - e-Builder Support
Task 1.12 - Public Outreach 80 40
Budget for bill rate Increase (Dec 2022 to Mar 2023)
Task 1 Total Hours 100 2000 1000 so
Task 1 Total Cost $21,611 $572,220 $2112,171 $11,311
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Project
Controls/
S:1fety Manager Man.iger
Senior Senior Project
Professional Ill Analyst
Shannon Joseoh
Couch Wil!lams
$161.26 $17S.83
120
150
250
120 41)0
$19,351 $70,331
Flnancloli Records
Oversight Cost Estimating Cost Estlm:i.tlng Schedule Mnnager E-Bullder Public Outreach Senior Senior Project Senior Project Senior Admlru'Project Senk>r Senior Professional Ill Analyst Analyst Professional IV Assistant Ptofesslonal V Professional Ill OOCs (Travel) Labor Cost Ira Tyler William Matthew lsls Aaron Laura
Ray Searle Melton Walker Amoah Rupp Adelman
$161.26 $175.83 $'175.83 $182.07 $98.84 $202.88 $161.26 $ . $ 65,441
$ . $ 40,784
$ . $ 418,761
$ $ 118,788
$ s 36,492
$ $ 65,103
$ $ 55,843
1000 $ $ 213,022
1000 60 160 s $ 248,479
750 $ s 74, 129
500 $ - $ 101,439
80 s - $ 43,905
$ . $ 7,411
1000 60 160 1000 750 500 ,o
$161,262 $10,550 $28,132 $182,070 $74,129 $101,439 $12,901 $1,419,596

Page 34 ends

Exhibit B - Table 1B - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 2) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Deputy
Program Progr::im Contr::i ct
Principal M.lnager M.::ina ger M.:in::ig er
AECOM Program Management Services Program Senior
{YEAR 2 - AQr 2023 to Mar 2024) Principal Manager Professional V Contract Manage Bob David S!'1e lley Joe
Turley Fyfe Howard Butkovich
Bill Rate $291.83 $291.83 $206.94 $233.47
Task Descri11tion
Task 1 - SEP Proaram Manaaement
Task 1.1 - Develop Program Management Plan
Task 1.2 - Develop Staffing Plan
Task 1.3 - Program Management/Coordination 100 1520 760 Task 1.4 - Program Level Cost & Schedule Management Tracking & Reporting 240 120
Task 1.5 - Risk Management 80 40
Task 1.6 - ContracVChange Management 80 40
Task 1.7 - Programmatic Health & Safety Requirements 40 20 Task 1.8- Schedule Oversight 20
Task 1.9 - Cost ControVCost Estimating 20
Task 1.1 o - Records Management
Task 1.11 - e-Builder Support
Task 1.12 - Public Outreach 40 20
Budget for bill rate Increase (Dec 2023 to Mar 2024)
THk 1 Toral Hours 100 2D00 1000 ,I()
Task 1 Total Cost $29,183 $583,664 $206,936 $9,339
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Project
Controls/
Safety Mom.:l9er M:1n:iger
Senior Senior Project
Profess!onal Ill Analyst
Shannon Jcse~h
Couch Williams
$164.49 $179.34
-
40 100
100
,I() 200
$6,579 $35,869
Financial Schedule Records
DvNs fg ht Cost Estimating Cost Estimati ng (8 projects) Manager E-Buildcr Pu blic Outreach Senior Senior Project Senior Project Senior Admln/Project Senior Senior Professional Ill Analyst Analyst Professional IV Assistant Profess ional V Professional Ill OOCs (Travel) Labor + CDC Cost l,a Tyler William Matthew Isis Aaron Laura
Ray Searle Melton Walker Amoah Rupp Ade lman
$164.49 $179.34 $179.34 $185.71 S100.81 $206.94 5164.49 $ $
$ . $
$ . $ 630,039
$ s 94,872
s - $ 31,624
$ . s 31,624
$ - $ 22,391
750 s - s 161,687
750 60 160 s - $ 185,425
750 $ - $ 75,611
120 $ - $ 24,832
40 $ - $ 22,391
s $ 6,403
750 60 16D 750 750 120 ,a
$123,365 $10,761 $28,696 $139,284 $75,611 $24,832 $6,579 $1,2a7,101

Page 35 of 49 ends

Exhibit B - Table lC- Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 (Year 3) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Deputy
Program Program Contract
Principal Manager M,mager M:inagcr
AECOM Program Management Services Program Senior
(YEAR 3 - AQr 2024 to Mar 2025) Prtnclpal Manager ProfassionaJV Contract Manage Bob David Shelley Joe
Turley Fyfe Howard Butkovich
Bill Rate $297.67 $297.67 $211.07 $238.14
Task Descri11tion
Task 1 - SEP Proaram Manaaement
Task 1.1 - Develop Program Management Plan
Task 1.2 - Develop Staffing Plan
Task 1.3 - Program Management/Coordination 100 1116 534 Task 1.4 - Program Level Cost & Schedule Management Tracking & Reporting 200 120
Task 1.5 - Risk Management 60 32
Task 1.6 - Contract/Change Management 60 32
Task 1.7 - Proarammatic Health & Safety Requirements 32 16 Task 1.B - Schedule Oversight 20
Task 1.9 - Cost Control/Cost Estimating 20
Task 1.10- Records Management
Task 1.11 - e-Builder Support
Task i .12 - Publlc Outreach 32 16
Budget for bill rate Increase (Dec 2024 to Mar 2025)
Task 1 Total Hours 10D 1500 7SD 4D
Task 1 Total Cost $29,7117 $446,503 $158.306 $9,525
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Project
Controlc/
Safety Man.:iger M.anager
Senior SeniorProjed
Professional Ill Analyst
Shannon Joseph
Couch Willlams
$167.78 $182.93
60 60
120
$21,952
Flnanclal Scheduler Records.

Oversight Cost Estimating Cost Estlm:itlng {6.25 projects) Manager E-Bullder Publlc Outrench Senior Senior Project Senior Project Senior Admln/Project Senior Senior Professional Ill Analyst Analyst Profess!onal IV Assistant Professional V Professional Ill ODCs (Travel) Labor Cost Ira Tyler W!lliam Matthew Isis Aaron Laura
Ray Searle Melton Walker Amoah Rupp Adelman
$167.78 $182.93 $182.93 $189.43 $102.83 $211,07 $167.78 $ - $
$ - $ . $ - $ 474,679
$ $ 84,863
$ . $ 24,615
$ . $ 24,615
$ . $ 12,903
600 $ . $ 129,394
600 140 $ . $ 142,015
600 $ . $ 61 ,699
40 $ . $ 8,443
40 $ . $ 19,614
$ - $ 4,914
&DD 140 60D 60D 4D 4D
S1D0,666 $25,61D $113,655 $61,699 $1,443 $6,711 $917,762

Page 36 of 49 ends

Exhibit B - Table 1D - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 1 {Year 4) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
O~i>i!OJ
""'-= ~rem Con1r.1-R
Prlntfj><d 11 .... g., ~ ;iru.9ai' ~l'IIQC:f
AECOM Program Management Services PJDQnm $enbr
(YEAR 4 - A12r 2025 to Mar 2026) Prln cipa t """II" Prtis:ts&fu11I V O:ffi'.1d:l!li11\1ti11 9olt D, \14; ~11,1.,, ; 1"I
Tl¥1!!> ,,, .. H,:w,,rnt Butkovich
!:!l, ~lc ~llru.€-2 !,;JOM12 g l5,~, $242.90
I "'"I" tll!'.'lC.rinfiori I
Task 1 - SEP Proaram Manaaement
Task: 1.1 - Develop Program Management Plan
Task 1.2 - Develop Staffing Plan
Task 1.3 - Program ManagemenVCoo,dinalion BO 760 380
Task 1.4 - Program Level Cost & Schedule Management Tracking & Reporting 120 60
Task 1.5 - Risk Management 40 20
Task 1.6 - Contract/Change Management 40 20
Task 1.7 - Proarammatic Health & Safetv Requirements 20 10 Task 1.8 - Schedule Oversighl 20
Task 1.9 - Cost ControVCost Estimating 20
Task 1.1 o - Records Management
Task 1.11 - e-Builder Support
Task 1.12 - Public Outreach 20 10
Budget for bill rate Increase (Dec 2025 to Mar 2026}
Tisi< 1 Total Hours IO 1000 500 40
Task 1 Total COSt $24,290 $303,122 StU7,144 $9,716
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
I ' lmj<Gt
~.11,
'&IIK'f W...g..- . IM~".:.lD!tfl"
- i 5"rillrF\"<jt,t
IP11,.,,o1~m .... .....,
' Shw,mn -louc!t,
I Couch Williams
I $171.1 3 $186.59
60 60
120
$22,391
I I
IR'nar,:111 B<'.hel:lul<f ~illO.o<llghL Oe!:ltEfflffiitlrQ C<>lt bllm,tl!li (,t p•aJ<clO) Mlnl!f,t:r E,a,;Jd.,- ,'·lllill•IM"'' "' "'""" sma,Prtif~ :StnbrPn(Ki i;;~-,1,;r I MmNi!roJ,,,i !!;)rill, Sor...- Pro™1>ilnoi n -~ ...... 1y>1 f'ror-rv .\n8'a· Jl'·clnal6t11I I/ Pro1ts.sk.inll ■ OOCs (Trav~I) Ubor C01;t '" Tyler Y,'li,m ..,.,_ ISls """" ...... Ray ~ .. 111 W.a'!l:ih W.loor ~h i:,,,., $17{13 '111e(5S ~ ,!If,~ $1f~1 s1=9 '21~_~.P -
Jtl't.•~
$ . s $ . $
$ . $ 336,855
$ - s 49,352
$ - $ 16,451
s - $ 16,451
$ - $ 8,225
300 s $ 74,018
300 160 $ $ 97,247
400 s $ 41,955
$ $ . 40 $ - $ 15,071
$ $ 3,278
300 160 300 400 40
$51,340 $29,154 $57,914 $41 ,955 $6,US $658,903

Page 37 of 49 ends

Exhibit B - Table lE - Detailed Breakdown of AECOM's Estimated labor Costs for Task 1 (Year 5) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Deputy
Program Program Co ntr:ict
Prlncip;il M;;mager Manager Man:ager
AECOM Program Management Services ,=
Program Senior
{YEAR 5 - A11r 2026 to Mar 2027) Principal Manager Professional V Contract Manage Bob David Shelley Joe
Turley Fyfe Howard Butkovich
Bill Rate $309.69 $309.69 $219,60 $247.76
Task Descriotion
. Task 1 - SEP Proaram Manaaement
Task 1.1 - Develop Program Management Plan
Task 1.2 - Develop Staffing Plan
Task 1.3 - Program ManagemenVCoordination 50 500 250
Task 1.4 - Program l evel Cost & Schedule Management Tracking & Reporting
Task 1.5 - Risk Management
Task 1.6 - Contract/Change Management
Task 1.7 - Programmatic Health & Safetv Requirements
Task 1.8 - Schedule Oversight 20
Task 1.9 - Cost Control/Cost Estimating 20
Task 1.1 O - Records Management
Task 1.11 - e-Builder Support
Task 1.1 2 - Public Outreach
Budget for bill rate Increase (Dec 2026 to Mar 2027)
Tick 1 Tolal Hours SD SOD 2A 40
Task 1 TOia! COSt $15.415 $154,1<47 $54,900 $1,11 D
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Project
Controls/
Safety Manager M:i.n:ager
Senior Sonior Project
Proresslonal llf Analyst
Shannon Joseoh
Couch Vv'illiams
$ 174,56 $190.32
60 60
120
$22,139
Financial
Oversight
Senior
Professional Ill
'" Ray
$17-4.56
160
160
$27,921
Scheduler Records
Cost Estimating Cost Estlm:itlng (2 projects) M;mager E-Builder Publlc Outre.ich • = Senior Project Senior Project Senior Admin/Projecl Senior Senior Analyst Analyst Professional IV Assistant Professlonal V Professional Ill OOCs (Travel) Labor Cost Tyler William Matthew Isis Aaron Laura
Searle Melton Walker Amoah Rupp Adelman
$190.32 $190,32 $197.08 $106,99 521 9.60 $174,56
$ - $
$ - $
$ - $ 225,232
$ $
$ - $ . ,
$ - s - $ - s - 160 $ . $ 47,907
160 $ . $ 74,755
250 $ . $ 26,746
$ . $ . 40 $ $ 6,982
s $ 1,908
160 160 26D 4D
S3D,451 $31,633 $26,746 H ,982 S3ti,A1

Page 38 of 49 ends

Exhibit B - Table 2A- Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 1) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
El<ct<i<al Ehtctrtc.l EIN:lrlca\
Su tallon Sub1tatlon ub t.:1tlon
AECOM Proaram Wide Technical Suooort
(YEAR 1 • Apr 2022 to Mar 2023) Pr1r,e1~ ~ ll'rh:JpalEnQlnN 1 Prtncli,.IEnglno-o "''" Go .... . """" .,., °"'"' e m Rat $259.06 S250.06 $251il.06 -~ Ta~k nescrintion Task 2 - Proaram Wide Technical Suooort
Tas k2.1 -GeneraJTtdU'llcal/En lneerln Sunnort
Talk 2.1.1 ~ eev.,o SVP Doalan Standards .., .., 16
TaMC 21.2 ~ De"""""' SVP As-&alt Standardl 16 16 40
■ sk 2.1,3 - Tr.msformer & GIS Eauloment Procurement N'"""rt 6 6 64 T,ak2.2- Rebulld 601CV T~lne flberglass and W<llsh Subst (5- 20221
Ta• k 22.1 - Review Ph11nnln Packaae /1 cnck:i.ao)
T•sk 22.2 • Develon Do-.r..n Scope [1 nacka""'
Ta.t:2.2.3- Rev1owOot.lon Paclran11 1 . Taak 2.2.41 • Enruneerino S rtDt .... Mt{). on Task 2.25 - Environment.JI Suooort
Task 2.2.6 - ROW r;;...,,lneerlrv, and Acnulsltlon1
Task 2.3 - NRS 392 brNker mltl atlon 04-.2024
TIHk 2.3.1 - Review Plannlnn Packaae 1 oackaaa 4 2
THk 2.3.2- Develoc, Do&lrm Scooe 1 o3Ckaael 4 2
Task 2.3.3- Raviaw ~n Pa,.i,,.,,a (1 c,11r1tan11) 2 2
Tade 2,3.4 - l=nninee,1 rt Ourln Con1lluctioo
nsk 2.3.5 - EnWonment:il Suooort
Task 2A. NRS Transformer~. spare transformer 104-2024\
Task 2.4.1 • Review Plannlrut Packaae 1 aacJcacie 4
sk 2.4.2 • Develoo Do•f n Scoae 1 aackuoe 4
Task 2.4.3 - Review Dellen Puclcaao (1 """-"II) 2
Tut 2.4.4 - En,.;noeri"" 5,.,,.,,rt Qurinn C01'15ltucllon Ta•k 2.4.5 - Environmem.il S • as Z.~ - t<eDLA1d IQ,.. , ... ne .... - h anc:i ... ,-wum Subst (09- 202AI
Ta1k 2.5.1 - Review Plannln Packaoe 1 ciackaae 4
THk 2.5.2 - Develoo D,,ai n Scoaei 1 oackaoel • 16
Tatk 2.5.3 - Review Detlan P11ckaae (1 aackaaal 2
T,nk 2.5,4- l=nnine&rlnn rt OUrino- Con~tnJctlon
~
. T
. 4 4
. 4 16
ckaaa) 2 • Ta•k 26.4- Enc lnoerlna s.,,,,.'°rt Ourtn,, Con1trucfion T:,sli: 2.6.5--nvironnuml:,lSu rt
Tuk 2.7 -
Task2.7.1- 1 DDckaae • 4
Task:2.7.2 - ackace) • 16
Task 2.7.3 - l'IDCkat1e 2 • Task 2.7,4 • Con1tructlon
To,k2.7.5 •
Taak 2.7.6- ROW lneer 111·1d knuiallons
THk 2.1- NRS tnm1former unaradt 05-i025
Task 2.8.1 • Rf!Wlw PlannrlD Packlao 1 oackaao • THk 2.8.2. Ooveloa Desi an &000 1 aackaael • Talk 2.8.3 • Review Dnl,m Packaco (1 aackaga) 2 THk 28.4 - En inoo1ina S rtOurin Con1\ruc1ion
Taak 2.8.5 - Environment.ii Suaoort

2.t • NtW 1 ,.,,.. , ... ne Interconnecting NRS to ~ {04- 20271
TaU:2.9.1 • RevlewPiannrloP e 1DDclmoe • llk 2.9.2 • Oeveloo Detlon Scoce 1 THk2.9.3~ Toak 2,9,4• ltucllon
Task 2.9.S ·
THk 2.9.6• 1
Hll Z.1u • nll 1.;entu Loop l01
2021)
THlc 2.10.1 • Review Pia Paekll e 1 • Tool<~10.2 • Talk2.1 0.3· Task 2.10.4•
T1ak2.10.S -
Ta•k
TUk Z. )' Storage
Ptt>ltcl
Talk2.11 .1 •ReviewDell n Peckllae
Task2.12 • Development Substation PfOJect• (5 total •01-22, ga. %3 2024 assume 2027 assume %0211
Task2.12.1 • Ravlew Plannlnc Pacbcos
Taak2.12.2 -0evelon0osl n S=es
Task2.12.3 - Rov1ow e.ian Packaan
Task :?.1 ::!.4 • Enaineerinn Suaoo,t Ourina Construction T3:I,. 1. 1-::!.S. En\'lfOMlent:il SUDPOfl
Budnel for bill r;ito lncre:,ae (Dec 2022 to Mor 2023)
Tuk2 Tota1Holff'S 132 10 , .. Tuk 2 Tolat Cost s.k.116 $11134 $47,117 Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Prabadlon &
BESS Con1rola
PM:lp.1 En<11~ s.nloJEnglONr
.~, ·~ . ....... $259.06 $213.28
16 60
8 8
10 10
8 4
6 16
16 8
16 1G
8 •
•
40 .. , .. $11,180 541.lTT
Electrical Electrie.l Electrlail Environmental CMIIStructural CIYIIIStructural Deotechnlcal ROW Support Sonlor Sonior
S.NOf ~"""""""r SonlorEr,olr1e,r Enolnt!!t Pr~•ulonll V PrtnclPII EnuiM• Projoct~nHr Sonbr'Enalnller Prtilo"1onal lll ODCa (Tra,,,_1) uborCcu,t """ T,_ A - ·- ........ ... °"""'' """"""' """""'' ·- O.mbotbh Kolltw- Gnhom - · r~-•"' S213.2!1 $213.28 $100.24 $"'2,M S251il.06 S150.8G $213.28 $161.26 ~
$ $
:,0 200 80 10 20 6 $ $ 1D5.493
16 100 4 4 $ $ 490&1
64 40 20 s $ -43 926
$ $
$ $
$ $
s $
$ $
$ $
• $ . $ $
6 4 8 $ $ 7210
20 6 12 s $ 11836
6 4 8 ,, I $ &479
$ $
32 • . $ 15.492
$ $
16 6 4 6 $ $ 7972
16 6 6 12 $ $ 9611
12 6 4 8 1 $ $ 6114
• $
32 $ - $ 6.492
$ $
8 8 4 8 4 • $ 1391
16 32 4 $ - • 15007
6 6 4 6 2 $ $ 7578
$ $
32 $ $ , ... , s $
• $
16 8 8 4 $ $ 13 030
16 4 8 4 $ s 15102
12 4 8 4 $ $ 1916
$ $
32 $ $ 6.492
$ - s 16 8 8 4 $ s 13030
16 4 8 4 s s 15102
12 • 8 4 $ s 8916
$ $
32 $ $ 6A92
$
$ ' $
16 6 • 8 $ s 7972
16 6 8 12 s s 9 611
12 6 4 8 1 $ s 6114
$ $
32 $ $ 6.492
$ s - 8 8 • 8 4 $ s 1391
s s
• s $ s 16 $ $ 3 2A6
s s
$ $
8 8 • 8 • • $ ,,., $ $
$ s s $
16 $ $ ,,.. $ $
$
$ ' s 10.362
$ s $ $
$ $ - $ $ - $ $ . $ $ . $ $ 2,257
311 .. , 120 22A 1 .. .,. 55 0
Sl7,IZ' $15,313 $13101 ....... $:17123 $32,284 $11,731 so MU,nB

Page 39 of 49 ends

Exhibit B-Table 2B- Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 2) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
"'"'"'"" Ell/ctrlcal Bectrlc:,,I
Sub1La.tlon Subatallon Sub1t11 tlon
AECOM Proaram Wide Technical Suooort
{YEAR 2 • Apr 2023 to Mar 2024) Prlnclp1II Eng~ ....... , _ _ Princlc>el Enaltlh """ Golllllnf .... """" """"" ""- BIIR11 ....... S:264.2-4 $26-4.24 Task Oef-cr; .... n,,n
Task 2 - Proaram Wide Technical Su000rt
Task 2. 1 - General TechnlcaJIEnt1lnttrtnn SU
Toalc 2.1. t • DcYcloo SVP OemDn S1andotd•
Task2.1.2- DeY&loD SVP Aa-Bul Standard,
Task 2.1.3- Transformer & GIS Eauinment ProcLXement s.11n""'rt 8 • 64 tk 2.2 . Rel:lulld SOW T-llne Fiberglass and Walsh Subst (5- 20221
Talk 2.2.1 - Revl11w Ph1nnln11 Packaae (1 1111cka o)
Tosic 2.2.2 - OeveM Deffln 1{1nack..ne
Tar.k2.2.3-Rflvlaw n Paclmne 1 ru1clrJ10e
Tuk 2.2.4 - Enainurlna r1 O!.#ina Constrvclion
Taak:2.2.5- EnvM'orvnenlnl 5u......,.,,1
THk 2.2.6 - ROW En l!'lllerlna and Ar.nulslllona
THk 2.3 - NRS 392 bttaker mltl atlon 04-202.t
Task 2.3.1 - Review Plannlna Packaoa 1 Eiackaoa
Tu k2.3.2- DeveloEI Deslan ..;:,."""I {1 oackaael
Teak 2.3.3- Review Oe•inn Packaae {1 n .. ,,v,.,,11) 8 2 Taak 2.3 . .t- EnniMarino " Conslluction 2
Taak 2.3.5 - Environmt1nulf SUoccrt
Task 2A - NRS Transformer 2 sruare tnansforrMr 104-2024\ Task 2.4.1 - Review Plannlno Packaoe 1 EIIICkaae
Task 2.4.2- Devaloa Desi n Scooe 11 oackaael
Task 2.,4.3- R11vlew 061lan Packnae {1 DDdcaaal 9
'Tack2.4.4 - annnS rt Durinr, Con1l1uctlon 2
Ta~k 2.4.S- Env!ronmt;,l\kll S " •• 2.:i - Nebuha 60 .... ne Wasn and un11n1um Suost 109- 202.(l
Ta.k 2.5.1 - Review Plannln Packaae 1 aaclcaoe
Totk 2.5.2 - DeveloD Detl n Scace (1 oacki:100
Task 2.5.3- Rovlaw Dasi n Paclalne 1 nackane • Ta1k 2.5.4 - Enoineeuna Sunaixt Durino Cont11uciion 20 T.tsk25,5-
T,uk2.S.G -
T·· ·••
Taak2.6.1-
Taak2.6.2-
Taak26.3- ·nackaaeal • • Task 2.6.4 - Conlltuctlon
T:ask 2.6.5 -
Tulr2.

Taalct.r. - 1~kaael
Taak2.7.2-
Tnak:2.7,3 - • 8
Ta1k2.7.4 - " Toa.k.2.7.5-
Ta1k 2.7.6-
THk 2.1 - NRS transformar unarffe 05-2025
Taak 2.8.1 • Review Plannlno Pack.\ae 1 oDCkane}
Ta&k 2.8.2 • Oeveloll Oeslan s,,,v,.e /1 11ackaael
Task. 28.3 • Review Deal n Packa e 1 ack ne • Taak 2.8.4 • El'lllineerlna Suaoort OurlM Conslruc!lon Task 2.8.5 - Envll'onmenlal Su
Ta&k 2.9 - New 11SkV T~lne lnten:onnoctlng NRS to KRS (05- 20271
Tu k 2.9.1- Review Plannln Pa e 1 m.ck:ane
Task 2.9.2 • Oevelo Oeslan Scoc,e 1 o■ ckcael • 16
Task 2.9.3 • Review Dellan Packoaa f3 11ackaneal
Task 2.9.4 • En lnee,inn Sunnort Ourlnn Con1\1uctlon
Task 2.9.S - Envlronment:il Suooon
Task 2.9.G. ROW En lna11rlnn and At:auitlllon1.
as 2.10 - l'lttonug DOit¥ -hnc r,ionnwest and Cenltt Loop lo 21)211
Taslc2.10.1-RevlewPI PaclcaDflf1
Task 2.10.2- Oeveloe OHkln Seooe 1 011ckaae • 16
Tnak 2.10.3 .. Review Dostnn Peckaae {3 oackllaeal
T111k 2.10.4 • EM!nearlnn Sunnon Outlnn Construction
T11 11ok 2.1 0.5 - EtivitonmentJJI Sumiort
Taak 2.10.6 - ROW Enclneerina and Acauisitlons ~:"e!i 11 • :iO MW (200MWh) Klftt D~m•ry Energy SU>NIQt Talk2.11.1 - Revlew Oealan Packaae 1 aack11ae • Task 2.12 - Development Substation Projt'Cts {5 total - 0942, 015 23 2024 assume 2027 assume 20281
ak 2.12.1 .. Review Plannlna Pacl<an&&
Taak2.12.2-Develoa0oal nSct1oea
Task 2.123 • Review De11an Packeae•
Ta.it 2.12.4 - Enc11neo,ino Slll)001t O\mna Cooslrucllon TaSk 2. 12,5 • EnVIIOOmcnt.>I Supgo,t
Budge! for bill rate lncreate (Dec 2023 to Mar 2024)
U TohllHOUfl 17 ,. 112
Task 2 Total Cost wa1 S2.642 S2t,5H
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev_ 10/25/2019
Proiecdon&
BESS Controls
--· So~Engbw11r
"" S~l#lkhe
$264.2◄ $217.55
24 20
20 16
24 24
80 •• 121
S21,1ll $27,141
Elcclrk.11\ Electtlcal Eloe"""l Environmental CMI/Stnlctural Cl111l/Structun1I Deotec:hnic.,l ROW Support .... , Sonlor
-- 5an1a,i= .... i....11 -w ProfoS5bnal V Prlnclpa!Englnoo ProjKt Englnlw SenlorEnaNW Prolo=lonlillll OOCo(Tr:iw-1) Ulbw -t ODC Coat '""" Tmm .... IM:lltnd411 ............ ... =• o,,,......,,. - """" • ....... ..,_,,,, S217.S5 $217.SS $111.43 $206-94 $2&4.2<1 $153.98 $217.55 ""' 1164..49 -"' s s s . s $ - s 64 40 20 • s ......
$ s $ $
s s s s s - $ •·
$ s . $ $ - s • s $
s s - 16 12 24 1 s s 1&426
20 • • s s 12.575
$ s
s s $ s s . s 32 ,. '2 24 1 I s 20.337
"' • • s s 12.575
$ - $
$ $
$ • $ $
24 24 • 16 • $ s 22.353
"' • s 963&
s s s $
$ I
$ s -·
s s 36 '2 24 12 s $ 28755
s s - s s s s - s $
$ s 36 12 24 12 $ s 26755
$ s $ s I s s s s $
s $
32 18 12 24 ' s - $ 20073
s $
s s
s s s s 16 32 • s $ 15307
s $
s $
s s s s . s • - s $
16 32 • * $ 15.307
s s s $
s $
s ' s s 20 $ $ 27604
s $
s $
$ $
s s s s s $
s - s 1,363 ,.. 71 .. ,,. ., . ... • SH ,134 S11.53,t SU57 Sl5t37 S33.2:11 $9~5 .. SZ7U7D

Page 40 of 49 ends

Exhibit B - Table 2C - Detailed Breakdown of AECOM's Estimated labor Costs for Task 2 (Year 3) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Electrical Electr1ea.l Electrical ProtKtlon&
Sub1tatlon Sub1t.atlon Sub1tatlon BESS Controls Eleclrlc,,J Electrical Ekictrtcal Envlron1Mntal ClvlVStNct\lral ClvlllSl!Uctural Oeolachnlcal ROWSuppDiJII AECOM Proaram Wide Technical Sunnnrt
{YEAR 3 -Apr 2024 to Mar 2025) .. ""' PrlncbalEft'"'- Prlnclpotfnaho• Plfnclpal~- Prb:lii-,IEnalne-. SClnlol'En;Ner SenlnrEnQll'lffl S.~Ena'"-" """' -· ProfoaalonaiV P~IEnglnHi Pfo}ouEnaNOI' .............. , ProlnslDnalDI ODCsCT,.wl) ""°'"·" Co"' Ooovoh - .. .... TrllYls ,.,, - SIIVU ....... ..... ' ..... en- .. """' .. -. .. Ha~lhoist Sh.o,mo Chambortaln K°"' Graham BIii Ra :ett.>l $21!59.53 $268.53 S2ti9.53 $221.9D $221.90 $221 .SO $1 13.66 $211.07 $260..!3 , w- $221.00 -H ll'.711 Task nescriDtion • Task 2 - Pronram Wide Technical Sunnort Tuk 2.1 - General Technk:111/Enalnttrtna Suooort
T11U: 2. 1.1 - Develnn SVP Desi n Sl:mdarda
Talk 2.1.2 • Develoo lNP As,.&jU Standards
THk 21.3 ~ Tnmsformtlf & GIS e-o1 ...... n1 PrDCUnlmcnl ~ .. -.. ,o,t Tull: 2.2 - RebUlld IOkV T -line: flbffgms and wash SUbsl IS.. 2022)
Taak 2.2.1 - Review Plamna Packl e 1 Dllckaae
Task2.2.2• Develoo Desian Sea e (1 oaekaoe)
THk 2.2.3 • Review Desl,m Paekaoe {1 oaelaiael
Task 2.2.4. Enriineerlnn Sut1t10rt Durinn Con11lruc:tion Task 2.25 - Enviranm&ntal SuoDDrt
Ta.k 2.2.6 - ROW Enalneerlno and Acl:lu1sltlona
Task 2.,3. NRS 392 breakermltlaatJon 104--202"}
Tnk 2.3. 1 - Review Plannl,..., P e 1nar.Jrano\l
Tnk 2.3.2- Oev,:loo DMlon • 1
THk 2.3.3- Revl11w De.ton Pad«lee 1 e\
T.tMI" 2.3.-4 • Enaineerlna Suooort Ourir.a Constructioo 21) 20 ..... Task 2.3.5 • Erntlronmentul S· -- r1 Task 2A. NRS Transfo,mer 2 s11are transronner 104-20241 $ Task 2.-4.1 - Review Plannlnn Paektl a (1 aekane $
Task 2.4.2• Develoo Desi n Seo 11 1 n11ekarie $
Task 2.4.3 • Review Desi n Pnckaoe 1 r:iacka e - $
Tar.k 2.4.4 - Enail'IG&rina Suooort Ourina Con5lruclion 20 20 - ' 9821 Task 2.4.5 - Envir04'VT\efll.31 Sunnn11 s Tuk u -RebWJd SOn , ... ne Walin ana UranlUm Subst (09- 20241 -• Tuk 2.5.1 - Rev5aw Plannl..., Pack'aae 11 ....,..,,.,..u - • Task 2.5.2 • Oeve!OII Oeckln Scoo& 1 oaclrMie - • Taak Task

2.5.3. 2.5,4 •
Rev
Enoineertna
iew OMlan
Suo
Packaae
i.,crt Ourlna
f1 oacka
Con1:truct
e
ion
- • 20 20 • 9!2&
T:ask :?.5.S • Envlronmen\.11 Support $
Task 2.5.6 • ROW EiY lneerinn or,d Al'-"uisitlona - $
Tuk 2.6. Rebuild SRS 03..2025 $
Task 26.1 • Review Plarnlr.-:t Packa e r, aclaiael $
Task2.6.2-Devalo0Det1nn~ 1 acka11e) $
THk2.6.3~Rell'\ewOe1klnPaemtie 1 . • Tuk 2.6." - Enalnae1lna SIJDOOfl Dunno Cona:ructiol'l 40 40 40 "' $ 3,U11 Ta~k 2.6.5 • Emi,onmcmal si-,nnrt . $
Task 2.7 - Rebuild KRS 0W02! $
Task27.1 •Review Pnclal e 1 nckaae $
Taak27.2• $
Tnsk.2.7.3~ s Taak 2.7.4- 40 "' 40 40 . s 34811
To5k 2.7.5- $
r,,. s Task 7
Task2.8.1 -
THk2.8.2•
ak2.8.3·
Task 2.8 ◄- 21) "' 12.A2'1
Task 2.8.5 -
lat>k2.9-N 0KK310~-
2027)
THk2.9.1 ~ Review Plannlna Pack:a e /1 oaclmael
Task 2.9.2 ~ Develon Desi n Sea e 1 packane
Task 2.9.3 • Review Desi n Pnckll""' f3 oacka es 16 24 24 16 - ' • 22800 Ta.It 2.9.4 - Enoineem'ID S n Ou1ina Construction • Til'Sk 2.9.5 - Envltonmen1al s, innntt . s Tu~ 29.6 • ROW Enolnaerino and kouisillons . $ THkZ.10 -fWI.VIIUlill 601CV T-llne NotUtwest and Centff Loop 10 20281 $
THk2.10.1- Review Plal'Ylina Packaae /1 oackaael $
T11sk2.10.2-Develo Deslnns«,.,.. 1 """kaAII) $
Tesk2.10.3-RevlewDetilanPacka e 1 ackaae 12 12 - ' 117-49 Task 2.10.4 • Enalneerln Suooort Durina C:N.nlCia:ln s To1ok 2.10.5 - Environmental Suaoort TH k 2.10,6 • ROW Ennlneerinn ana Acciui, itions
~-:~ 11 • ~0 Mw (ZOOMWhJ Nier z:sattery 1:nergy Storage $
Teck 2.11.1 • ReviewOe1lan Pacblkl . $
Tufe 2.12 -Devdopment &.lbst.lHon Pro:feds 15 total• Ot-.22. 06 23 202'- assume- 2027 assume 20211 $
Taak 2.12.1-Re\liewPlaMkia Padtnan $
Taak 2.12.2- Oev6101> Deakin Scooes - $
Task 2.12.3- Review Deslan PncQ;aes $
Tosk 2.1 2.4 - Enaineerin Suooort Ourina Construction $ Task 2.12.5 - Env1ronrnent:ll Suooan s BUC111 et for bill rntc lncreoso (Dec 2024 to Mor 2025) s 732 TaHZTotalHours w 124 , .. .. 20 112 16
TUll:ZTotal eost ....... SZ7,515 ....... $7.111 $5,391 S17.S79 Sl,550 so S1-47.216 Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 41 of49 Rev. 10/25/2019
Exhibit B - Table 20 - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 2 (Year 4) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Electrical Elf!ctrleiil Elactr1cal Protection&
Sub1tatlon Sub,tatlon Subatatlon BES$ Control• Electrte11I Electrical Eleetrlc.11 Envlronmimtal Clvll.lStnu:Nnal_ ClvllfStructural Oeotechnlc.al ROWSUDoort.

AECOM Prooram Wide Technical Suooort
(YEAR 4 - Apr 2025 to Mar 20261 ...... PincJpalF- Pr1nclp61Eng_N& - ·- Pmclp&fEncrNIII ..... __, -- SonlllrEnalnHt ·-· ProlnalonalV PrlnclplllEnlli,'IN ProjectEngNOf SanlofEng"-t Prof- •s.danol DI 00C.I (Trawl) Labor Cott
°""" °""" Comb .... ....... ... 1~- John S..n """"'" Philo ..,_ Stahl" Clrron• AI-Kh-t S11\1Mho "'""' """"""' Hl~i,,t .... _ Ch4mborbln KolanU a Graham M•""'•nd C, BIURat $274,92 $274.9'2 $274,92 $27 92 $226.34 rns.>A $226,3-4 $11 5.93 $215,30 $270 2 $160.09 $226.34 "'171,11 Task •1 ._,.,.,.; .... tion
Task 2 - Proaram Wide Technical Suooort
Task 2.1 • General T~hnleal/En lneer1nri Sunnort
Taslc 2.1.1 -Dovaloo SVP Dealon Stand:uds • Tmsk 2.1.2-~ SVP Aa-8ull Standatds - • Talk 2. 1.3 - Tranafwmcr & GIS Eaulomcnt Ptocwemont &, ....... n Task2.2. RebWkf 60kVT""'ne Fltiergtass and Walsh SUbsl (S- • 20221 s Ta■k 2.2.1 - Review Pia Pac:lace f1 Dacka el s Teak 2.2.2- Develoo De.tan Scone (1 caclcnael s THk 2.2.3 • Review Desi n Pockane 1 nackane • THk 2.2.4- Enolneerinci Suooort Ourlno Construction • Tosk 2.2,5 - Environmental Su00ort • THk 2.2.6 - ROW Ernllneerlna and Accluialtlons • THk 2.3 - NRS 392 brealu!r mltl111tlon 104--2024) . • Taak:2.3.1-Rov!ewPb Packane 1 ... Task 2.3.2 - Ocv&Joo Dea/on 1 T111k 2.3.J • Review r-.a..i..n Packaoe 1 ....,.......,,e\ Task2.3.4 - ...,, .. rt Ourlna Construction
Task 23,5- Erwronmenlo.l Sl.JnlXlrt
Task 2A- NRS Transformer 2 snar. tn11nsformer r04-20241 Task 24, 1 • Review Plann!nn Packo.oe 1 nacka e
Taak2.4.2 - Develoo Deal n Scooe 1 oackaae)
Taak 2.4.3 - Review Deal an Packaae (1 oackaael
Task 2.4.4 - ~nnineerinn ... !h-01.,..c«.!lr•~.r"
Tu5k 24.5- Envirorvnental Suooort
as11:U -Re ..... - &OKV 111e .. ~h and uranlumSuost (D9- ,.,., • T211k 2.5.1 - Review Pb Pacbae 1 n.:1ckaae\ Task 2.5.2- Develoo Dea/an 1 oacknael
Task 2.5.3- Review Deal n P:ickane {1 ...,,._1n1t1e)
T.:isk 2.5.4 - Enoineenna Suooart Ourlrui Construction
Task 2.5.5 - Environmental Suooort
Task 2.5.6 - ROW Ernilneerlna end Acauis.ihon•
Taak 2.& • Rebufld SRS 03-.202$
Taak 2.6.1 - Ravltiw PlaMir'U'I Packaoe 1 oaclca e
Task 2.6.2- Develoo Oellnln Scooe 1
Taak 2.6.3 • R&Vlow Deslan Packaae f1 ,,.-.. ,.,e}
Talll 2 6.4 - Enainoorina si..,=,1 Oulina Conwuclicn s
T:isk 2.6.5 • Environmental S - s Task 2.7 - RebuUd KRS Ol-2025 • Taal< 2.7.1 • Review Plannlna Pack'loe 1 oacka el s Taak 2.7.2- Develop Oealan Scotto (1 o.:ick~ael s Taak27.3 • Review Desi n Packal'la 1 riackane s Task 2.7.4 - Enoineerlno Suooorl Durinl'I Construction 20 20 20 • 14552 Tosk2.7.5-~ s Taak27.6- . s Taskz.&-N - • Tallt2.8.1-RovlewPlamlnoP e 1 oacka e - • Taak2.8.2-De'odoo0ealan 1 oackaael . s ■ ak 2.8.3- Re\llew Delian Packaoe 11 ...,.,_,,el Task 2.8,4 - Enn!naerlng $1.Jftnllrt Ourinrt Cons1ruction • 10 10 - s 5 013 Taak 2 8,5 • Emrironmentol SuoDOrt s Hit2.9-New113kV 1ne nterconnectng NRSto 11.N::t 10~- 20271
Taak 2.9.1 • Review Plannlno Peckana 1 riacke a
T11sk 2.9.2 - Oeveloo Desi n ScoDIII 1 011ckeae
Taak2.9.3- Review Desi n Paclmae 3 oackaaesl
Task 2.9.4- Enainoerma Support Ou,ina Construction 2l) 20 10025 T1:tsk2.9.5- Environmer,bl Suorio,t
Tuk 2.9.6 • ROW c,ina and AoQuisdiom;
iux Z.10-ReconRg &OltV 1-une ,_.,., .. es1 and Center Loop 101 20211
Talk 2.10.1- Review Pl nnlntl Pacla!...., (1 n.nclui.,,.,l Taak2.10.2-DevelaoDealanScc e 101cka e
Tad 2.10.3- Review Deal n Packace 2 oacka ea) ,s 24 24 16 23256 k 2 10.4 - Enalrroerlno SuoPDrt Durlno Con1truclion
Task2.10.5- Environmonual Suonort
Tesk 2.10.6 - ROW Enoineerin!'I and kauiliilions
uk 2.11 • 50 MW (200Mvvh1 Nier aattery energy stor•a•
Pmloct
Taak2.11.1 - ReviawDeWnPaclmne
Tuk2.12 • Deve)opment SUbst«tton Projects($ tot~ -Ot-22, 06 ZJ 2024 ass11me 2027 assume 202111
Tuk:2.12,1-RevlewPlamlna Paclal es
Task2.12.2• Oeveloo Delilffl Sc0111!8 s
THk 2.12.3 • Review Desi n P:1ckaaea $
Task 2.12.4- E ll'lfl Suc00rt Ourlno Construction • Ta~k 2.12.5 - Environment~! Support - $ Bud11et for bill rote Increase (Dec 2025 to Mar 2026) $ 264 Ta,zTotllHoun .. ,. 74 .. 11
Task 2 Total cost S11.945 Sl.141 $11..749 ...... ll.199 $2.561 S1.111 so $53.110 Amendment No. 1 to Agreement/AECOM Technical Services, Inc. Page 42 of49 Rev. 10/25/2019
Exhibit B - Table 2E - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 5) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
AECOM Program Wide Technical Support
{YEAR 5 • Apr 2026 to Mar 20271
BIHAat,
Task Descrintion
Tas.k 2 - Proaram Wide Technical Suooort
Task 2.1 - General T~hnlcal/Ent1lneerlnn Sunnort
Task 2.1.1 - Develoo SVP Oes!i:in Standards
Talk 2.1.2 • Develnn SVP As-Built Sbmdards
ak2.1 .3 Transfotmer & GIS men! Procurement Sur,nnrt
T•sk U-Rcbldld 50kVT~ ne R"'~la:ss and Walsh SUbst fS,2077\ Task 22. 1 - R&Vtew Plannlnn Paclca.- 11
Tuk 2.2.2- Develnn Oeffln Scone 1 natJcan,,,\
Taak2.2.3 -R11vlaw • n~- 1
Talk 2.1 .-4 . l=nnlnHfinn S I Ourinn CoMINClion
T:itlc 2.25. E.rwirOM1entill 5uDnot1
Ta$lc 2.2.6 . ROW Fntiine«lnn and At:nuidlona
Task 2..3 - NRS 392 bruter mHkwlon 04..2.0U
THk 2.3.1 - Review Pia e 1 naclfaru,\
Toak 2.3.2 - Develnn Desinn Seo""' 1 ruickane
Task 2.3.3 -RevlewDesi nPackarv, 1 nar.kane
Tosk 2.3.4- Ennlneerlrvi Sunnort Dllfinn Construction
Tosk 2.3.5 - Environmenr.al Sunnon
THk 2A. NRS Transformer 2 sDare transformer 104...20241 Task 2.4.1 . Review Pb:innlnrl Packaae {1 oacka &)
Taak2.4.2- Dllveloo Desi n Scooe f1 011eka e)
Task 2.4.3 - Review Des! n Packaa& f1 oackaoel
Task 2,4.4- Eno1neerir.a Suooort Durinci Cons.tructlon
T;)Sk 2.4.5 - Environmental Suooort
Tuk 2.5 . Rebuild &OW T -line Walsh and Uranium Subst fOt-20241 Taak 2.5.1 - Review Plannlna Pack:aae (1 caclcaa&l
Task 2.5.2- Doveloo Deslan """"'& (1 .. ..,.nnel
Task 2.5.3 • Review Deelan p,.,,i,_.e (1 nacbael
Talk 2.5.4. E,.,.;._erlna s.mnnf1 Ouriflo Consltuclion
Tuk2.5.S-Enwonmonl.al c;:,.....,,,rt
Ta.ic:2.5.6-ROW Enc1neerina ~Acaulaitiona
Tut 2.fi - RebUlkl SRS 103-20251
Task 26.1 - Review Pia,......,. Packaoe 11 oackaool
Task 2.6.2- DeveloD Dealan Scooe 11 cackaael
Taak2.6.3 - Review Deal n Packaoo (1 oackaael
Task 2.6,4 - Enaineerlnci SUDoort Durinci Ccnatructlon
T.11k 2.6.5 - Environmental Sunnnri
THk 2.7 - Rebuild KRS (08-20251
T.ak2.7.1- RevlewPlannlna Packaae 11 oack:I e)
Taak2.7.2 - Oeveloo Desi n Scooe 11 onckn el
Task2.7.3- Review Deal n P11ckaae (1 oackaael
Taak 2.7.4 - E--:--- B~~MlCvi na Construction
Task 2, 7 .5 - En'lironment:il Suooort
T11k2.7.6-ROW En ln&crina and Acoulsitiona
TH k 2.1- NRS transformer unarade 105-2025)
Task 2.B. 1 - Review Pia"" '"" Packaoe (1 oackaae}
T1sk 2.82- Dllveloo Doalan ~ '1 oackaael
Task 2.8.3- Reviltw Deaion Packaae (1 nackaoel
T:a k2.8.4 . -~&::uatO.i""-?1C~t~lon
T.l'ik2.8.5 - Environmenlal s ,.,....,,,t
Task 2.9- New 115WT-lne lnten:onnecttna NRSto KRS IOS-2027) sk2.9. Review Plannlna Packaae f1 oackaael
Task2.9.2 - DevelooDealanSccoo l 1 """.,.,.el
T .. k 2.9.3 - Review Oeakm Packaae f3 ,,,,.,..,_,eal
Task 2.9,<t -Ii-• m r.-, ......... rt Ourinci Construction T.i~ 29.5 - Erwi'onment.ol SUooort
THk 29.6- ROW Enolneermtl 11nd Acauiaillona
Task 2. 10 • Reconflo &OkVT-llne Northwest and Center Looo 101-20281 Taak 2.10. 1 - Review Plannlna Packaoe (1 ackaoel
Taak 2, 10.2- Doveloo Deaian Seo e 11 ackaoel
Task 2.10.3- Review Desi n Packaoe f3 oacka esl
Task 2,10.4- Enciineerinci SUoDOrt Durino Construction
T.isk 2.10.S - Environmental SUcoort
Tas.k 2.10.6 - ROW Enaineerina and Acouiallions
TH k 2.11 - 50 MW f200MWh) Kifer Batterv Ener11v Storage ProlKt Task 2.11 .1 • Review Des!rin Packaae
Taak 2.12 - Devdopment substation Prqects 15 total. 0i-22. 06-23, 2024 dsume 2027 assume 20281
Tuk2.12.1 -RevleW""'""i.v.Pack:aaes
Task 2.12.2 - Develoo n-;,.n ScooH
Taak 2.12.J - RIS"MW Dell n PackaDff
Taslc 2.124- Enalneerina .::. ..... ort n. ... nn Conalructlan T3$k 2.12.~ - Environmental Suooort
Budi:iet for bill rate lncre.ise {Dec 2026 to Mar 2027) Princlpal Engtneor
°"'"
Gon od
$2ll0A1
20 40
Elo<lrlal
Sublltadon
Prlnelp,ilEng!nQar
."""' .....
280. 1
Eloctok"1
Sub•Ullort
Prlnclp,.IEnglrwor
0onnb
ClnOM
$21!1 1
Tuk2TotalHOUI'$ IO .to
J-1men mem 1\10. I IO~"•~~• en " -• "'" I e c r nlC3J -:ier lc;es 1nc;. Tu Sl&,125 111.2'17 BESS
Prlnclpll EnglnHr
"" Al-l<hl!Ytlt
$280,◄ 1
ProtecUon &
Control•
S.nlor Cn;l'_.

Kak,o.h
Salunkhr,
$230,86
EJ,ciric.,I flectrk:al Envlron~tal ClvWStruc.N raf
S111nkit Profo»lonal
Sonlof Erigln-, Sonlot Enci!Mor Englnoor V Princlpal EnQMDI' ""'" T~.i, Anlane'ltl Joh, S.w•
Walandor HasllOlhorJI ShMm, Chamborlaln Koh:inlal""
$230.86 $230.!18 $118.25 $219.60 $280.41
20 40
••
S13.152
Clv!VSlNctUnll -- Pr4joci EngNOr SonlorEnQ!nler
"""""'" Philo
Gnih1m M O-M
$163.29 $230.86
40 ••
ROW Support
SorMll"Pn:iloubn1I
Ill
Cro°'""' nq11~t
$17.C.56
$0
OOC1 (Tr1Ydl
- $
- $
• s
s
• $
L..bol'Co1t

10.226
38199
.,. $ 242
r "sJC:: l"tv U I -, _,
S41,617
Exhibit B - Table 3A - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 1) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Project Manager Project Manager Project Manager
AECOM Project Management for SEP Projects
Deputy Project
Manager
{YEAR 1 - A12r 2022 to Mar 2023) Senior Project Manager Project Manager Project Manager Senior Professional IV Omid
Rahmati
Bill Rate $278.83
Task Descriotion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebuild 60kV T-line Fiberglass and Walsh Substation (5-2022) Task 3.2 - PM for NRS 392 breaker mitigation (04-2024)
Task 3.3 - PM for NRS Transformer 2. spare transformer (04-2024\ Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024) 250 Task 3.5 - PM for Rebuild SRS /03-2025)
Task 3.6 - PM for Rebuild KRS /08-20251
Task 3.7 - PM for NRS transtormer upqrade (05-2025)
Task 3.8 - PM for New 115kV T-line interconnectinq NRS to KRS /05-2027) 250 Task 3.9 - PM for Reconfioure 60kV T-line Northwest and Center Loop 101-2028) 250 Task 3.10 - PM for Deve1opment Substation Projects (5 total - 09-22, 06-23, 2024 assume 2027, assume 2028)
ODCs for Travel
Budget for bill rate Increase (Dec 2022 to Mar 2023)
Task 3 Total Hours 750
Task 3 Total Cost $209,1 20
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Peter Mari Carmen
Montalvo Gomez Caceres-Schnell
$192.27 $192.27 $182.07
250
250
750 750
750 750
250
250
1000 1500 1500
$192,270 $288,405 $273,105
Deputy Project Deputy Project
Manager Manager
Senior Professional II Senior Professional I ODCs (Travel) Labor Cost McKennan Deirdre
Bertsch O'Hara
$143.58 $132.13
$ $ -
250 $ - $ 83 961
250 $ - $ 83,961
250 $ - $ 102,740
$ $ 280,755
$ - $ 280,755
250 $ $ 83,961
250 $ - $ 102,740
250 $ . $ 102,740
250 $ . $ 83,961
$ 1,000.00 $
$ - $ 6,028
1000 750
$143,575 $99,098 $1 ,000 $1,211,602

Page 44 of 49 ends

Exhibit B - Table 3B - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 2) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Project Manager Project Manager Project Manager
AECOM Project Management for SEP Projects
Deputy Project
Manager
(YEAR 2 - A~r 2023 to Mar 2024) Senior Project Manager Project Manager Project Manager Senior Professional IV Omid
Rahmati
Bill Rate $284.40
Task Descriotion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 • PM for Rebuild 60kV T-line Fib era lass and Walsh Substation (5-2022) Task 3.2 - PM for NRS 392 breaker mitiaation (04-2024)
Task 3.3 - PM for NRS Transformer 2, spare transformer (04-2024) Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024) 250 Task 3.5 • PM for Rebuild SRS /0~2025)
Task 3.6 - PM for Rebuild KRS (08-2025)
Task 3.7 - PM for NRS transformer uparade (05--2025)
Task 3.8 - PM for New 115kV T-line interconnectina NRS to KRS (05--2027) 250 Task 3.9 • PM for Reconfiaure 60kV T-line Northwest and Center Looo (01-2028) 250 Task 3.10 • PM for Development :substation Projects (5 total• 09-22, 06-23, 2024 assume 2027, assume 2028)
ODCs for Travel
Budget for bill rate Increase (Dec 2023 to Mar 2024)
Task 3 Total Hours 750
Task 3 Total Cost $213,303
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Peter Mari Carmen
Montalvo Gomez Caceres-Schnell
$196.12 $196,12 $185,71
.
250
250
750 750
750 750
250
250
1000 1500 1500
$196,115 $294,173 $278,567
Deputy Project Deputy Project
Manager Manager
Senior Professional II Senior Professional I ODCs (Travel) Labor+ OOC Cost McKennan Deirdre
Bertsch O'Hara
$146.45 $134.77
$ - $
250 $ - $ 85,641
250 $ - $ 85,641
250 $ $ 104 794
$ . $ 286,370
$ . $ 286,370
250 $ $ 85,641
250 $ $ 104,794
250 $ $ 104,794
250 $ $ 85,641
$ 1,000.00 $
$ . $ 6,148
1000 750
$146,447 $101,080 $1 ,000 $1 ,235,834

Page 45 ends

Exhibit B - Table 3C - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 3) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Project Manager Project Manager Project Manager
AECOM Project Management for SEP Projects
Deputy Project
Manager
{YEAR 3 - A12r 2024 to Mar 2025) Senior Project Manager Project Manager Project Manager Senior Professional IV Omid
Rahmati
Bill Rate $290.09
Task Descriotion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebuild 60kV T-line Fiberalass and Walsh Substation (5-2022) Task 3.2 - PM for NRS 392 breaker mitiaation (04-2024)
Task 3.3 - PM for NRS Transformer 2, soare transformer (04-2024) Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024) 120 Task 3.5 - PM for Rebuild SRS (03--2025)
Task 3.6 - PM for Rebuild KRS (08-2025)
Task 3.7 - PM for NRS transformer upgrade (05-2025)
Task 3.8 - PM for New 115kV T-line interconnecting NRS to KRS (05-2027) 250 Task 3.9 - PM for Reconfioure 60kV T-line Northwest and Center Loop (01-2028) 250 Task 3.10 - PM for Deve1opment Substation Projects (5 total - 09-22, 06-23, 2024 assume 2027, assume 2028)
ODCs for Travel
Budget for bill rate Increase (Dec 2024 to Mar 2025)
Task 3 Total Hours 620
Task 3 Total Cost $179,857
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Peter Mari Carmen
Montalvo Gomez Caceres-Schnell
$200.04 $200.04 $189.43
40 40
750 750
750 750
250
200
530 1500 1500
$106,020 $300,057 $284,138
Deputy Project Deputy Project
Manager Manager
Senior Professional II Senior Professional I DDCs (Travel) Labor Cost McKennan Deirdre
Bertsch O'Hara
$149.38 $137.47
$ - $ - $ - $ 8 002
$ - $ 8,002
120 $ . $ 51 307
$ - $ 292,098
$ . $ 292,098
250 $ - $ 87,353
250 $ $ 106,890
250 $ . $ 106,890
200 $ $ 69,883
$ 1,000_00 $
$ $ 5,113
450 620
$67,219 $35,231 $1,000 $1,027,634

Page 46 ends

Exhibit B - Table 3D - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 {Year 4) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Project Manager
AECOM Project Management for SEP Projects
(YEAR 4 - A~r 2025 to Mar 2026) Senior Project Manager
Omid
Rahmati
Bill Rate $295.89
Task Descriotion
Task 3 - Proiect Manaqement for SEP Proiects
Task 3.1 - PM for Rebuild 60kV T-line Fiberglass and Walsh Substation (5-2022) Task 3.2 - PM for NRS 392 breaker mitiaation /04-2024)
Task 3.3 - PM for NRS Transformer 2, soare transformer /04-2024) Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024) Task 3.5 - PM for Rebuild SRS (03-2025)
Task 3.6 - PM for Rebuild KRS /OB-2025)
Task 3.7 - PM for NRS transformer upgrade (05-2025)
Task 3.8- PM for New 115kV T-line interconnectina NRS to KRS /05-2027) 250 Task 3.9 - PM for Reconfigure 60kV T-line Northwest and Center Loop (01-2028) 250 Task 3.10 - PM for Development Substation Projects (5 total - 09-22, 06-23, 2024 assume 2027. assume 2028)
ODCs for Travel
Budget for bill rate Increase (Dec 2025 to Mar 2026)
Task 3 Total Hours 500
Task 3 Total Cost $1 47,947
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 1 0/25/2019
Deputy Project
Project Manager Project Manager Manager
Project Manager Project Manager Senior Professional IV
Peter Mari Carmen
Montalvo Gomez Caceres-Schnell
$204.04 $204.04 $193.21
500 250
120
160
280 500 250
$57,131 $102,019 $48,304
Deputy Project Deputy Project
Manager Manager
Senior Professional II Senior Professional I ODCs (Travel) Labor Cost McKennan Deirdre
Bertsch O'Hara
$152.36 $140.22
$ - $
$ - $ - $ - $ . $ . $
$ - $ - $ - $ 150,323
$ - $ 24,485
250 $ - $ 109,028
250 $ - $ 109,028
160 $ $ 57,024
$ 1,000.00 $ - $ $ 2,249
160 500
$24,378 $70,109 $1 ,000 $452,137 -

Page 47 of 49 ends

Exhibit B - Table 3E - Detailed Breakdown of AECOM's Estimated Labor Costs for Task 3 (Year 5) Silicon Valley Power System Expansion Plan Program
AECOM Program Management Services
Project Manager Project Manager Project Manager
AECOM Project Management for SEP Projects
Deputy Project
Manager
(YEAR 5 - A12r 2026 to Mar 2027) Senior Project Manager Project Manager Project Manager Senior Professional IV Omid
Rahmati
Bill Rate $301.81
Task Description
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebuild 60kV T-line Fiberalass and Walsh Substation /5-2022) Task 3.2 - PM for NRS 392 breaker mitiaation !04-2024)
Task 3.3 - PM for NRS Transformer 2, soare transformer !04-2024) Task 3.4 - PM for Rebuild 60kV T-line Walsh and Uranium Substations (09-2024) Task 3.5 - PM for Rebuild SRS (03-2025)
Task 3.6 - PM for Rebuild KRS (08-2025)
Task 3.7 - PM for NRS transformer upQrade (05-2025)
Task 3.8 - PM for New 115kV T-line interconnectinQ NRS to KRS (05-2027) 250 Task 3.9 - PM for ReconfiQure 60kV T-line Northwest and Center Loop (01-2028) 250 Task 3.10- PM for Development Substation Projects (5 total- 09-22, 06-23, 2024 assume 2027, assume 2028)
OD Cs for Travel
Budget for bill rate Increase (Dec 2026 to Mar 2027)
Task 3 Total Hours 500
Task 3 Total Cost $150,906
Amendment No. 1 to Agreement/AECOM Technical Services, Inc.

Rev. 10/25/2019
Peter Mari Carmen
Montalvo Gomez Caceres-Schnell
$208.12 $208.12 $197.08
80 80
$16,650
Deputy Project Deputy Project
Manager Manager
Senior Professional II Senior Professional I ODCs (Travel) Labor Cost McKennan Deirdre
Bertsch O'Hara
$155.41 $143.02
$ - $ -
$ - $ - $ . $ - $ - $ - $ . $ - $ - $ -
$ - $ - 250 $ - $ 111,209
250 $ - $ 111,209
80 $ . $ 29,082
$ 1,000 $ - $ - $ 1,257
80 500
$12,433 $71,51 1 $1 ,000 $252,757

Page 48 of 49 ends

Table B2
AECOM Hourly Rates - Effective December 1, 2020
AECOM Hourly Rates
Principal $280.50 Senior Adm in
Principal Engineer $253,98 Adm in/ Project Assistant
Senior Engineer $209.10 Contract Manager
Project Engineer $147.90 Senior Professional V
Engineer $107.10 Senior Professional IV
Field Engineer $158.10 Senior Professional Ill
Senior Designer $177.48 Senior Professional II
Designer $96.90 Senior Professional I
Program Manager $280.50 Project Professional II
Senior Project Manager $273.36 Project Professional I
Project Manager $188.50 Staff Professional II
Construction Project Manager $158.10 Staff Professional I Senior Project Analyst $172.38 Senior Technician
Project Analyst $96.90 Staff Technician
Navigant Hourly Rates
Partner $496.74 Consultant
Director $401,88 Sr. Analyst
Associate Director $352.92 Analyst
Managing Consultant $295.80 Ad min 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 II $188,70 Field Engineer l
Principal Consultant $178.50 Field Engineer II
Senior Consultant $153.00 Senior Cost Estimator I
Associate Consultant $127.50 Senior Cost Estimator II
Principal Electr\cal Engineer $193.80 Senior Project Scheduler Senior Electrical Engineer $153.00 Project Scheduler
Electrical Engineer I $127.50 CAD Specialist/Supervisor Electrical Engineer If $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
Amendment No. 1 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/2019
$134.64
$96.90
$224.40
$198.90
$178.50
$158.10
$140.76
$129.54
$118.32
$105.06
$96,90
$86.70
$124.44
$69.36
$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

Page 49 of 49 ends

Ebix Insurance No. 2000004639
AMENDMENT NO. 2

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

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

PREAMBLE
This agreement ("Amendment No. 2") 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."

RECITALS
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 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
The Parties amended the Agreement (Amendment No. 1) on June 22, 2022, for Contractor to provide program management services for Silicon Valley Power's (SVP) System Expansion Plan Program; and
The Parties now wish to amend the Agreement to increase the maximum compensation to support additional As Needed Services.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 1 of the Agreement, entitled Agreement Documents is amended in its entirety to read as follows:
"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
Amendment No. 2 to Agreement/AECOM Technical Services, Inc Rev. 10/25/19
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Exhibit E - Sample Work Authorization Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control."

2. 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 sixteen million dollars ($16,000,000), 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. Section 4 - WORK AUTHORIZATION PROCESS is hereby added to Exhibit A to read as follows:

4.1. Contractor acknowledges that Contractor is one of six (6) firms selected to perform Plan Implementation Services, pursuant to separate agreements (collectively, the "Plan Implementation Agreements"). Specific Services will be assigned as set forth below.

4.2. City does not give any guarantee to Contractor that City will select Contractor for the performance of any Work Request or any other Services. If City selects Contractor to perform a Work Request, Contractor shall perform the services in this Exhibit A but only to the extent detailed in the Work Authorization and purchase order.

4.3. When Contractor will be required to perform services on an on- going basis, such ongoing services shall be authorized using the Work Amendment No. 2 to Agreement/*AECOM Technical Services
Rev. 10/25/2019
Authorization Process in this Section 4.

4.4. Work Request

4.4.1. 4.4.2.

When plan implementation Services are required, SVP will notify one or more contractors under contract for Plan
Implementation Services to provide a proposal for Services.

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

4.5. Proposal

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

4.5.1.1. 4.5.1.2.

4.5.1.3. 4.5.1.4.

4.5.1.5. 4.5.1.6.

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

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

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

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

Any required drawings or documents.

A list of City responsibilities.

An itemized cost proposal showing:

4.5.1.7.1. 4.5.1.7.2.

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

Subcontractor costs including subcontractor
DIR number where required and indicating
prevailing wage and non-prevailing wage

Page 3 of 19 ends

services.

4.5.1.7.3. Parts/materials

4.5.1. 7.4. Rental and/or specialty equipment

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

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

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

4.5.1. 7 .8. Estimated total cost including sales tax.

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

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

4.5.2. The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor. Contractor must submit a revised Proposal to the City based upon such negotiations. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non-taxable items and an estimate of sales tax.

4.6. Work Authorization:

4.6.1. If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum
compensation in Section 6 of the Agreement, (when combined with all previously authorized Services), the City may authorize

Page 4 of 19 ends

4.6.2. 4.6.3.

4.6.4. 4.6.5.

4.6.6. the proposed services as set forth in this Section.

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

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

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

Each Approved Work Authorization shall have a purchase order attached to it.

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

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

4.7. Changes to Work Authorization:

4.7.1. 4.7.2.

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

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

In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work
Authorization or changes to line items in an Approved Work Authorization or in the purchase order, Contractor shall submit to the City an updated Proposal for review and approval from

Page 5 of 19 ends

4.7.4. the City in advance of performing any additional required services. The City will issue a new or amended Work
Authorization and changed purchase order to authorize such additional services. Each changed Work Authorization and purchase order shall amend the Services and be incorporated into the Services by reference.

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

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

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

Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.

4.10. Each Approved Work Authorization and purchase order including those authorized prior to execution of this Amendment No. 2 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

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

4.12. The City (through the individuals listed in section 4.6.5 or, in the case of purchase orders, the Finance Department) may terminate an Approved Work Order or purchase order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

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

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

Page 6 of 19 ends

4.15. Contractor shall not initiate services before a Work Authorization has been executed and/or purchase order has been issued."

4. Exhibit B- SCHEDULE OF FEES AND PAYMENT PROVISIONS -AMENDED APRIL 30, 2022 is amended and replaced with Exhibit B - SCHEDULE OF FEES AND PAYMENT PROVISIONS-AMENDED OCTOBER 25, 2023.

5. The Parties acknowledge that Table B1 was inadvertently not included in Exhibit B Amendment 1. The Parties agree that Table 1 was part of the Agreement as of the effective date of the Amendment No.1.

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

7. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2 the provisions of this Amendment No. 2 shall control.
[SIGNATURES ON FOLLOWING PAGE]
Page7of19
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~roved as to For"r7
c _~ -
I. Dated: ' l / 1 ( 'l.---J 1
~~ ::er GLEN R. GOOGINS
City Attorney
"CITY"
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: 10-26-23
By (Signature):

Name:

Title: Vice
Bob Turley,
President
PE
~
Principal Place of 300 Lakeside Drive,
Business Address: Oakland, CA 94612
Email Address: [email protected]
Telephone: (510)874-3212
"CONTRACTOR"

Page 8 of 19 ends

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND

AECOM TECHNICAL SERVICES
EXHIBIT B • COMPENSATION AND FEE SCHEDULE
AMENDED OCTOBER 25, 2023

1. Compensation

1.1. This is a time and materials agreement.

1.2. The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall be the amount specified in Section 6 (COMPENSATION AND PAYMENT) of the Agreement.

1.3. The City does not guarantee any minimum compensation under this Agreement.
1 .4. Cost Estimates - Program Management Services:

1.4.1. Estimated Costs:

1.4.2. 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.

1.4.3. Additional detail on the estimated cost by task and staff can be found in the following cost tables.

1.4.3.1. Exhibit B - Table 1 - provides a summary of the annualized costs for each task over the entire 5-year duration.

1.4.3.2. Tables 1A - 1 E attached to Amendment No. 1 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.

1.4.3.3. Tables 2A - 2E attached to Amendment No. 1 provide a detailed breakdown of the annual cost per task and staff for Task 2 for each of the 5 years.

1.4.3.4. Tables 3A - 3E attached to Amendment No. 1 provide a detailed breakdown of the annual cost per task and staff for Task 3 for each of the 5 years.

1.4.3.5. 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 .4.4. 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

Page 9 of 19 ends

result in costs exceeding the estimate without an executed amendment to this Agreement.

1.5. 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 attached to Amendment No. 1 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 the Services.

2.3. Rate Adjustments. Table B2 - Hourly Rates attached to Amendment No. 1 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. Except for the annual escalation described in this section, all rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved).

3. Use of Contingency: In the event that Contractor is requested to perform Program Management Services not included in the Exhibit A-1 or if a task exceeds the Budget outlined in the exhibits, Contractor shall submit a proposal for such additional work subject to the following:

3.1. If contingency funds are available in the Agreement to complete the services quoted, Contractor may perform such additional services upon written authorization of the City which shall be authorized by issuing a purchase order or change to purchase order to authorize such additional work.

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

Page 10 of 19 ends

4.1. Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization shall be described in Contractor's Proposal as set forth in Section 4 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and purchase order.

4.2. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance by the City pursuant to Section 4 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.

4.3. 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%.

4.4. Travel and Per Diem. Travel and Per Diem will be invoiced at cost.

4.4.1. 4.4.2.

4.4.3. 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
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.

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

5. Invoicing and Payments:

5.2. All invoices shall include

5.2.1. PO number,

5.2.3. Where applicable, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.

Page11 of19

5.2.4. Amount paid to date and remaining Agreement amount.

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

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

Page 12 of 19 ends

Exhibit B - Table B1
AECOM Proaram Manaoement Services !YEAR 1 - 5 I Mav 2022 to Aoril 2027) Year1 Year2 1Year3 Year4 Year5 Total
Task Descriotion
Task 1 - SEP Prooram Manaoement
Task 1.1 - Develop Program Management Plan $65,441 $0 $0 $0 $0 $65,441 Task 1.2 - Develop Staffimi Plan $40,784 $0 $0 $0 $0 $40,784 Task 1.3- Program ManaQement/Coordination $418,761 $630,039 $474,679 $336,855 $225,232 $2,085,566 Task 1.4 - Program Level Cost & Schedule $118,788 $94,872 $84,863 $49,352 $0 $347,875 Management Tracking & Reporting Task 1.5- Risk Manaoement $36,492 $31,624 $24,615 $16,451 $0 $109,182 Task 1.6 - Contract/Chanae Management $65,103 $31,624 $24,615 $16 451 $0 $137,793 Task 1. 7 - Programmatic Health & Safety $55,843 $22,391 $12,903 $8,225 $0 $99,362 Requirements
Task 1.8 - Schedule Oversight $213,022 $161,887 $129 394 $74,018 $47,907 $626,228 Task 1.9 - Cost Control/Cost Estimatina $248,479 $185,425 $142,015 $97,247 $74,755 $747,921 Task 1.10 - Records Management $74,129 $75,611 $61,699 $41,955 $26,746 $280,140 Task 1.11 - e-Builder Support $101,439 $24,832 $8,443 $0 $0 $134,714 Task 1.12- Public Outreach $43,905 $22,391 $19,614 $15,071 $6,982 $107,963 Budoet for bill rate Increase (Dec 2022 to Mar $7,411 $6405 $4,914 $3,278 $1,909 $23,917 Task 1 Total Cost $1489 597 $1 287101 $987.754 S65S.903 $383 531 $4806.886 Task 2 - Prooram Wide Technical Suooort
Task 2.1 - General Technica!/EngineerinQ Support
Task 2.1.1 - Develop SVP Design Standards $106,493 $0 $0 $0 $0 $106,493 Task 2.1.2 - Develoo SVP As-Built Standards $49,061 $0 $0 $0 $0 $49,061 Task 2.1.3-Transformer & GIS Equipment $43,926 $44,804 $0 $0 $0 $88,730 Procurement Support
Task 2.2 - Rebuild 60kV T-line Fiberalass and Walsh Subst (5-20221 Task 2.2.1 - Review Planning Package (1 $0 $0 $0 $0 $0 $0 Task 2.2.2 - Develop Desian Scope (1 packaoe) $0 $0 $0 $0 $0 $0 Task 2.2.3 - Review Design Package (1 packaael $0 $0 $0 $0 $0 $0 Task 2.2.4 - Engineering Support During $0 $0 $0 $0 $0 $0 Construction
Task 2.2.5 - Environmental Support $0 $0 $0 $0 $0 $0
Task 2.2.6 - ROW Em1ineerim1 and Acquisitions $0 $0 $0 $0 $0 $0 Task 2.3 - NRS 392 breaker mitkiation (04-2024\
Task 2.3.1 - Review Planning Package (1 $7,210 $0 $0 $0 $0 $7210 Task 2.3.2 - Develop Desian Scope (1 Packaael $11,836 $0 $0 $0 $0 $11,836 Task 2.3.3 - Review Desiqn Packaqe (1 packaqe) $6,479 $18,426 $0 $0 $0 $24,905 Task 2.3.4 - Engineering Support During $0 $12,575 $9,828 $0 $0 $22,403 Construction
Task 2.3.5- Envlronmental Suooort $6,492 $0 $0 $0 $0 $6,492 Task 2.4 - NRS Transformer 2, spare transformer 04-2024) Task 2.4.1 - Review Plannino Packaoe 11 $7,972 $0 $0 $0 $0 $7,972 Task 2.4.2- Develoo Desian Scooe 11 cackaqe) $9,611 $0 $0 $0 $0 $9,611 Task 2.4.3 - Review Desiqn Package (1 packaqe) $6,814 $20,337 $0 $0 $0 $27,151 Task 2.4.4 - Engineering Support During $0 $12,575 $9,828 $0 $0 $22,403 Construction
Task 2.4.5 - Environmental SuPPort $6,492 $0 $0 $0 $0 $6,492 Task 2.5 - Rebuild 60kV T-line Walsh and Uranium Subst /09-2024) Task 2.5.1 - Review Ptannina Packaoe (1 $8,398 $0 $0 $0 $0 $8,398 Task 2.5.2 - Develop Desiqn Scooe (1 oackaqe) $15,007 $0 $0 $0 $0 $15,007 Task 2.5.3 - Review Desian Packaae 11 oackaae) $7,578 $22,353 $0 $0 $0 $29,931 Task 2.5.4 - Engineering Support During $0 $9,636 $9,828 $0 $0 $19,464 Construction
Task 2.5.5 - Environmental Support $6,492 $0 $0 $0 $0 $6,492 Task 2.5.6 - ROW Enqineerinq and ACQuisitions $0 $0 $0 $0 $0 $0 Task 2.6 - Rebuild SRS !03-2025)
Task 2.6.1 - Review Plannino Packaoe (1 $13,030 $0 $0 $0 $0 $13,030 Task 2.6.2 - Develop Desian Scope (1 packaae) $15,102 $0 $0 $0 $0 $15,102 Task 2.6.3 - Review Design Packaqe (1 package) $8,916 $26,755 $0 $0 $0 $35,671 Task 2.6.4 - Engineering Support During $0 $0 $34,811 $0 $0 $34,811 Construction
Task 2.6.5 - Environmental SucPort $6,492 $0 $0 $0 $0 $6,492

Page 13 ends

Exhibit B - Table 1
AECOM Proa ram Manaaemen! Services /YEAR 1 - 5 I Mav 2022 to Aoril 2027) Year 1 Year2 Year3 Year4 Year5 !Total
Task Descriotion
Task 2 - Prooram Wide Technical Suooort (continued)
Task 2.7 - Rebuild KRS (08-2025)
Task 2.7.1 - Review Planning Package (1 $13,030 $0 $0 $0 $0 $13,030 Task 2.7.2 - Develoo Design Scooe (1 oackaae\ $15,102 $0 $0 $0 $0 $15102 Task 2.7.3 - Review Design Package (1 oackaqe) $8916 $26,755 $0 $0 $0 $35,671 Task 2.7.4 - Engineering Support During $0 $0 $34,811 $14,552 $0 $49,363 Construction
Task 2.7.5 - Environmental SlIDoort $6492 $0 $0 $0 $0 $6,492 Task 2.7.6 - ROW Engineerina and Acouisitions $0 $0 $0 $0 $0 $0 Task 2.8 - NRS transformer upgrade !05-20251
Task 2.8.1 - Review Plannino Packaoe (1 $ 7972 $0 $0 $0 $0 $7,972 Task 2.8.2- Develoo Desion Scooe (1 aackaqe) $9,611 $0 $0 $0 $0 $9,611 Task 2.8.3 - Review Desian Packaae /1 oackaae\ $6,814 $20,073 $0 $0 $0 $26,887 Task 2.8.4 - Engineering Support During $0 $0 $12,827 $5,013 $0 $17,840 Construction
Task 2.8.5- Environmental Support $6,492 $0 $0 $0 $0 $6,492 Task 2.9 - New 115kV T-line interconnecting NRS to KRS /05-20271 Task 2.9.1 - Review Planning Package (1 $8,398 $0 $0 $0 $0 $8,398 Task 2.9.2 - Develoo Desian Scaoe /1 oackaae) $0 $15,307 $0 $0 $0 $15,307 Task 2.9.3 - Review Design Packa!le (3 $0 $0 $22,800 $0 $0 $22,800 Task 2.9.4 - Engineering Support During $0 $0 $0 $10,025 $10,226 $20,251 Construction
Task 2.9.5 - Environmental Suooort $3,246 $0 $0 $0 $0 $3,246 Task 2.9.6- ROW Enaineerina and Acauisitions $0 $0 $0 $0 $0 $0 Task 2.10 - Reconfia 60kVT-line Northwest and Center Loco /01-2028\ Task 2.10.1 - Review Planninq Packaqe (1 $8,398 $0 $0 $0 $0 $8,398 Task 2.10.2- Develoo Desian Scooe (1 oackaoe\ $0 $15,307 $0 $0 $0 $15 307 Task 2.10.3- Review Desion Packaoe (3 $0 $0 $11,749 $23,256 $0 $35,005 Task 2.10.4 - Engineering Support During $0 $0 $0 $0 $38,199 $38,199 Construction
Task 2.10.5 - Environmental Support $3,246 $0 $0 $0 $0 $3,246 Task 2.10.6- ROW Eruiineering and Acauisitions $0 $0 $0 $0 $0 $0 Task 2.11 - 50 MW (200MWh) Kifer Batterv Enemv StoraoeProiect Task 2.11.1 - Review Desion Packaoe I $10,362 $27,604 $0 $0 $ OI $37,966 Task 2.12 - Development Substation Proiects (5 total - 09-22, 06-23, 2024, assume 2027, assume 2028) Task 2.12.1 - Review Plannina Packaaes $0 $0 $0 $0 $0 $0 Task 2.12.2- Develop Desiqn Scopes $0 $0 $0 $0 $0 $0
Task 2.12.3 - Review Desian Packaaes $0 $0 $0 $0 $0 $0
Task 2.12.4 - Engineering Support During $0 $0 $0 $0 $0 $0 Construction
Task 2.12.5- Environmental Suooort $0 $0 $0 $0 $0 $0
Budoet for bill rate Increase (Dec 2022 to Mar $2,258 $1,363 $734 $264 $242 $4,861 Task 2 Total Cost $ 453.738 $ 273 870 $147 216 $ 53110 $48 667 $976 601

Page 14 ends

Exhibit B - Table 1
AECOM Proa ram Management Services (YEAR 1 5 I - Mav 2022 to Avril 2027\ Year 1 Year2 Year3 IYear4 Year5 Total
T»sk Descriotion
Task 3 - Proiect Manaaement for SEP Proiects
Task 3.1 - PM for Rebuild 60kV T-line Fiberglass $0 $0 $0 $0 $0 $0 and Walsh Substation {5-2022)
Task 3.2- PM for NRS 392 breaker mitigation (04- $83,961 $85,641 $8,002 $0 $0 $177,604 2024)
Task 3.3 - PM for NRS Transformer 2, spare $83,961 $85,641 $8,002 $0 $0 $177,604 transformer (04-2024)
Task 3.4 - PM for Rebuild 60kV T-line Walsh and $102,740 $104,794 $51,307 $0 $0 $258,841 Uranium Substations (09-2024)
Task 3.5 - PM for Rebuild SRS (03-2025) $280,755 $286,370 $ 292 098 $0 $0 $859,223 Task 3.6 - PM for Rebuild KRS (08-2025) $ 280.755 $286,370 $292,098 $150,323 $0 $1,009,546 Task 3.7 - PM for NRS transformer upgrade (05- $83,961 $85,641 $87,353 $24,485 $0 $281,440 2025)
Task 3.8- PM for New 115kVT-line $102,740 $104,794 $106,890 $109,028 $111,209 $534,661 interconnecting NRS to KRS (05-2027)
Task 3.9 - PM for Reconfigure 60kV T-line $102,740 $104,794 $106,890 $109,028 $111,209 $534,661 Northwest and Center Loop (01-2028)
Task 3.10 - PM for Development Substation $325,591
Projects (5 total - 09-22, 06-23, 2024 $83,961 $85,641 $69,883 $57,024 $29,082 assume 2027, assume 2028)
Budoet for bill rate Increase /Dec 2022 to Mar $6,028 $6,148 $5,115 $2,249 $1,257 $20,797 Task 3 Total Cost $1 211 602 $1235 834 $1027634 $ 452.137 $ 2521ST $4,179,964 Task 3 - Proiect Manaaement for SEP Proiects
Eslimated - Other Costs /Travel) - $1,000 $1,000 $1,000 $1,000 $ 1,0001 $1,000 $5,000 Total All Tasks $3155937 $ 2 797 805 $2163604 $11651501 $ 685955 $9,968.451 Continaencv /Use of Continaencv sublect to Exhibit B, Section 31 $703,454 Previouslv Authorized Work $328,095
Maxumum Comoensation $11,000,000

Page 15 of 19 ends

EXHIBIT E

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

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D ,Second Revised
Other
Contractor Name/Address:

Expiration Date of Aareement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed bv City)
Contractor Representative Name (Print}
Contractor Representative Signature
Contractor Representative Signature Date
Citv Proiect Manaaer Name (Print)
Authorized City Representative Print)
City Representative Signature
City Representative Sianature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Ooeratinq Officer, Chief Electric Utilitv Officer

Page 16 of 19 ends

PART B: SERVICES TO BE PERFORMED

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

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

Page 17 of 19 ends

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

D No expenses are reimbursable.

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

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

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

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

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

Page 1 ends

majeure event during the period of service of this Work Authorization.

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

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required.

Page 19 of 19 ends

Amendment No. 3 to Agreement/AECOM Technical Services, Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200004639
AMENDMENT NO. 3

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

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

PREAMBLE
This agreement (“Amendment No. 3”) 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.”

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); B. The Agreement was previously amended by Amendment No. 1, dated June 2, 2022, and Amendment No. 2, dated November 1, 2023. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties now wish to amend the Agreement as Amended to increase the maximum compensation, extend the term, and modify the Work Authorization process.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement”, is amended in its entirety to read as follows:
“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 December 1, 2020, and terminate on December 31, 2029.”

2. Section 6 of the Agreement as Amended, entitled “Compensation and Payment”, is amended in its entirety to read as follows:
“In consideration for the 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 Compensation and Fee Docusign Envelope ID: 9BC6B8DA-19A3-4CCC-B6E8-35ABACCBFD7A Amendment No.3 to Agreement/AECOM Technical Services, Inc. Page 2 Rev. 10/25/2019
Schedule. The maximum compensation of this Agreement during the Initial Term is twenty-eight million dollars ($28,000,000.00) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstances.”

3. Section 4.6.6 of Exhibit A of the Agreement as Amended is amended to read as follows:
“Except where the provisions of Section 4.6.7 or Section 4.7.4 apply, Contractor shall not initiate Services and the City will not compensate the Contractor until the City has executed a Work Authorization for such additional services where applicable (“Approved Work Authorization”) and issued a purchase order or changed purchase order.”

4. Section 4.6.7 is added to Exhibit A of the Agreement as Amended to read as follows:
“4.6.7. Immediate Need / Emergency Work Orders

4.6.7.1 The City may authorize Interim Work Orders in accordance with this Section, in the following circumstances:

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

4.6.7.1.2 In the event work is required to maintain a critical SVP function or project schedule.

4.6.7.2 Interim Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Verbal authorizations will be confirmed by the City in writing within three (3) business days.

4.6.7.3 Contractor shall provide an updated Proposal within five (5) business days. The Proposal shall be detailed in
accordance with this Section 4 and shall also include all services required including those services already completed or initiated.

4.6.7.4 If approved, the City will issue a Work Authorization and a Purchase Order as soon as reasonably practicable.”

5. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Docusign Envelope ID: 9BC6B8DA-19A3-4CCC-B6E8-35ABACCBFD7A Amendment No.3 to Agreement/AECOM Technical Services, Inc. Page 3 Rev. 10/25/2019
the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.

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

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

By (Signature):

Name: Bob Turley, PE
Title: Vice President
Principal Place of
Business Address:
300 Lakeside Drive
Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 874-3212
“CONTRACTOR”
Docusign Envelope ID: 9BC6B8DA-19A3-4CCC-B6E8-35ABACCBFD7A 4/7/2025 | 4:07 PM PDT
4/12/2025 | 12:05 AM PDT
Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 Ebix Insurance No. S200004639
AMENDMENT NO. 4

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

AECOM TECHNICAL SERVICES, INC

PREAMBLE
This fourth amendment to the agreement for design professional services ("Amendment No. 4) 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."

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) for the purpose of having Contractor provide plan implementation/project management services as requested by the City to support capital, operations, and maintenance projects;
B. The Agreement was previously amended by Amendment No. 1, dated June 2, 2022, Amendment No. 2, dated November 1, 2023, and Amendment No. 3, dated April 12, 2025, and is again amended by this Amendment No. 4. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to update the rate schedules in Exhibit B.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit B - Compensation and Fee Schedule shall be deleted in its entirety and replaced with the attached Third Revised Exhibit B - Compensation and Fee Schedule, which is hereby incorporated into the Agreement as Amended.

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 1 of 9 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 the Agreement as Amended and this Amendment No. 4, the provisions of this Amendment No. 4 shall control.

The effective date of this Amendment No. 4 is the date of City's execution of this amendment.
[SIGNATURES ON FOLLOWING PAGE]
Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 2 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 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: 5/13/2026 I 3:56 PM PDT
GLEN R. GOGGINS
City Attorney
"CITY"
JOVAN D. GROGAN
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: 4/30/2026 I 5:34 PM PDT
r-:DocuSigned by:

By (Signature): -l:=t,=:,,.,., 0~_68=~ -~ -Ar-49_.E _-_ _ ____________ _ Name: Robert K. Turley, PE
Title: Vice President
Principal Place of 300 Lakeside Drive
Business Address: Oakland, CA 94612
Email Address: [email protected]
Telephone: (510) 874-3212
"CONTRACTOR"
Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 3 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 1 . Compensation

THIRD REVISED EXHIBIT B

COMPENSATION AND FEE SCHEDULE

1.1. This is a time and materials agreement.

1.2. The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall be the amount specified in Section 6 (COMPENSATION AND PAYMENT) of the Agreement.

1.3. The City does not guarantee any minimum compensation under this Agreement.

1.4. Cost Estimates - Program Management Services:

1.4.1. Estimated Costs:

1.4.2. 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 (not including executed/future change orders).

1.4.3. Additional detail on the estimated cost by task and staff can be found in the following cost tables.

1.4.3.1. Table 1 of Third Revised Exhibit B- provides a summary of the annualized costs for each task over the entire 5-year duration.

1.4.3.2. Tables 1A- 1 E attached to Amendment No. 1 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.

1.4.3.3. Tables 2A - 2E attached to Amendment No. 1 provide a detailed breakdown of the annual cost per task and staff for Task 2 for each of the 5 years.

1.4.3.4. Tables 3A - 3E attached to Amendment No. 1 provide a detailed breakdown of the annual cost per task and staff for Task 3 for each of the 5 years.

1.4.4. 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. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 4 of 9 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546

1.5. 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 Third Revised - Table 82- Hourly Rates attached to Amendment No. 4 with rate adjustments according to the provisions of Section 2.3 of this Third Revised 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 non-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 the Services.

2.3. Rate Adjustments. Table 82 - Hourly Rates shall have an annual escalation of 2% from December 1, 2020, to December 1, 2025. After November 30, 2026, rate adjustments may be negotiated no more than once annually and shall be a minimum 3.5% increase. Contractor shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

2.4. Except for the annual escalation described in this section, all rate adjustments must be approved by the City through a Purchase Order or an amendment to this Agreement. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

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. Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization shall be described in Contractor's Proposal as set forth in Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 5 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 Section 4 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and purchase order.

4.3. 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%.

4.4. Travel and Per Diem. Travel and Per Diem will be invoiced at cost.

4.4.1. 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

4.4.2. 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.

4.4.3. Travel Expenses. Airfare, car rental, taxi, parking, tolls, and incidental expenses will be invoiced at cost, with receipts provided for any expenses. Airfare, if required, shall be at economy class.

5. Invoicing and Payments:

5.2. All invoices shall include

5.2.1. PO number,

5.2.3. Where applicable, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.

5.2.4. Amount paid to date and remaining Agreement amount.

5.3. Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment.

Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 6 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

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

Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25

Page 7 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 Third Revised Table 82: Hourly Rates
Labor Classification Fully Burdened Hourly Rates
Admin/Project Assistant
Contract Manaqer
Principal
Principal Engineer
Program Manager
Project Engineer
Project Professional I
Project Professional 11
Designer
Senior Engineer
Senior Professional I
Senior Professional II
Senior Professional Ill
Senior Professional IV
Senior Professional V
Senior Project Analyst
Senior Project Manager
Staff Professional I
Staff Professional 11
Staff Professional 111
Project Manager I
Project Manager 11
Project Manager 111
Consultant 11
Project Analyst
Project Controls Technician Ill
Project Coordinator
Staff Technician
Construction Project Manaqer
Senior Admin
Senior Designer
Senior Technician
Engineer I
Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25
$126.86
$271.62
$354.32
$296.59
$343.66
$225.95
$127.82
$141.75
$125.18
$260.57
$158.14
$172.30
$192.32
$219.08
$244.54
$210.36
$327.03
$106.25
$122.74
$175.69
$212.65
$228.54
$251.31
$151.08
$122.12
$163.87
$110.39
$84.51
$206.81
$163.87
$220.35
$152.12
$129.58

Page 8 ends

Docusign Envelope ID: 2C5B1CC9-F884-8CC7-806A-65CC597F3546 Labor Classification
EnQineer II
Engineer Ill
Engineer IV
Amendment No. 4 to AgreemenUAECOM Technical Services, Inc.

Rev. 10/25/25
Fully Burdened Hourly Rates
$140.22
$170.01
$203.80

Page 9 ends

EBIX Insurance No. S200004651

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
between the

CITY OF SANTA CLARA, CALIFORNIA,
and
BURNS & McDONNELL ENGINEERING COMPANY, INC.,

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Burns & McDonnell Engineering Company, Inc., a Missouri 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, experience, necessary licenses and desire to provide any/or all professional services of the quality and type which meet objectives and requirements of City as set forth in this Agreement; 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)
Pa g e 1 I 16
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 or as more specifically defined in separate authorization/purchase orders for services. Time is of the essence.

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

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 material subject matter expertise in the professional calling necessary to perform the Services, and its

Page 2116 ends

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 deliverables 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 and No/100 ($3,000,000), and subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses required to perform the Services. All work performed or materials provided in excess of the maximum compensation, as authorized by this agreement, 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. Upon such termination, City shall pay Contractor for all reasonable expenses and charges outstanding for the portion of Services completed at the time of termination.

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 upon written notice to Contractor and a 10-day opportunity to cure, if in City's opinion it is curable.

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.

Page 3116 ends

Contractor shall be fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, in their performance of Services.

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 Page4I16
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 direct 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 mutually agreed upon 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.

Audits, requested by the City, shall be conducted at Contractor's headquarters offices upon reasonable advance written notice from the City.

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 third-party 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 additional 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.

Page 5 ends

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

Amy E. Bartak
Burns & McDonnell
140 S State College Blvd, Suite 100
Brea, CA 92821
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 to the best of its knowledge it does not know of any

Page 6 ends

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.

CONTINUED ON NEXT PAGE

Page 7116 ends

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:

L , M H Olgit.:.Hy slgned by l.ufs M. Hafo UIS . aro Dato:20<!1,08.1614:13:47

BRIAN DOYLE
City Attorney
-07'00'
, /' DEANN J v ANTANA
'OJ City Man er
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
BURNS & MCDONNELL ENGINEERING COMPANY, INC.
a Missouri corporation
Dated: July 8, 2021 ------------------ By (Signature): ~k-1,.. k't\,,.Jl. ------------------ Name: Stephen Kane ------'---------------- Title: Vice President ------------------ Pr in ci pa I Place of Business Address: 140 s. State College Blvd, Suite 100, Brea, CA 92821 ------------------ Em a i I Address: [email protected] ------------------ Te I e phone: ----'C.._11_,_4)_9_89_-2_03_9 ____________ _ Fax: _(,_n_.4)'-2_s6_-1_1_64 ____________ _
"CONTRACTOR"

Page 8 ends

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 (which requires additional terms and conditions).
• Assess existing maintenance practices or standards and recommend revisions or create new standards (which requires additional terms and conditions). • 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 the City.

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

Page 9 ends

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 toe-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.

Page 10116 ends

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.

Contractor to provide City with an updated rate schedule on or before each December 1 deadline.

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

Contractor will bill City on one of the following pricing methods as set forth in each PO:

1. monthly on a time and materials basis upon the hourly rate sheet provided below 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; or

2. A lump sum basis with milestone payment schedule as agreed by the parties.

City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Projects billed on an hourly basis will be billed according to the rate sheet below, which is valid from December 1, 2020, through November 30, 2021 {and subject to the annual escalation noted hereinabove):

Job •• Title i·••·······•.·· •·. >•.••·\ ..• \ .·.·• .,·.·. ·····•·•.•···•· \•.·HouHvRate··.•··• ./:-;:::._:.; •• Over.:tirrie Rate·•··.·• Associate - 14 or above $ 241.75 $ 241.75
Senior-13 $ 222.75 $ 222.75
Senior-12 $ 208.25 $208.25
Staff-11 $190.00 $285.00
Staff-10 $171.50 $257.25
Assistant- 9 $155.50 $233.25
Assistant - 8 $134.50 $ 201.75
Assistant - 7 $ 97.75 $146.63
Technidan-6 $ 85.25 $127.88
General Office - 5 $ 69.00 $103.50
Notes:

Page 11116 ends

1. Subcontractors billed at cost plus 10%.

2. Travel Expenses billed at cost plus 10%.

3. ContracUAgency Personnel shall be billed according to rates listed above as if such personnel are a direct employee of Burns & McDonnell. "ContracUAgency Personnel" shall mean personnel utilized at the discretion of Contractor to provide seivices on the project that are not directly employed by Burns & McDonnell as defined at law but are on loan from another employer through a contract or purchase order, including personnel from Burns & McDonnell's subsidiaries and affiliates (including Burns & McDonnell International Inc. and Burns & McDonnell Engineering India Pvt. Ltd). Such contracts and purchase orders are not "Subcontracts" as used herein and are not subject to 10% markup. All ContracUAgency Personnel shall be considered agents of Contractor, and able to act on behalf of Contractor within the scope of the authority granted such ContracUAgency Personnel according to job function and billing classification.

4. Nonexempt personnel in levels 5 through 11 may be billed at the overtime rates listed above.

5. Equipment utilized for the seivices will be outlined in a given scope of seivices and priced accordingly.

Page 12116 ends

EXHIBITC

INSURANCE REQUIREMENTS
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 providing additional insured coverage 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 required 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 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/excess 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
C. Business automobile liability insurance policy which provides coverage as broad as ISO form CA 00 01 with policy limits a limit of one million dollars ($1,000,000) Page13I16
each accident. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

D. Not Used.

E. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of 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. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, and employees.

F. 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 one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention shall be the responsibility of Contractor.

G. 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, and employees are hereby added as additional insureds in respect to liability caused by Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 07 04 and CG 20 37 07 04, or its equivalent.

2. Primary and non-contributing. Each general liability and umbrella/excess insurance policy provided by Contractor to satisfy the requirements herein, 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 additional insureds may possess, including any self-insurance or self-insured retention they may have. Any other insurance the additional insureds may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Pa g e 14 116

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

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

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

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

2. 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 in excess of the contract price paid to Contractor under this Agreement. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

Page 15116 ends

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.

I. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor shall, at its sole cost and expense, provide and maintain the insurance coverage with the endorsements indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under types of policies, reasonably satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and relevant endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

J. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of relevant 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.

Unless otherwise required by the terms of this Agreement, all certificates, relevant endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
K. 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.

Page 16 ends

Docusign Envelope ID: 37006E9B-09E6-44EF-8C1A-5B1DC2815A52 Ebix Insurance No. S200005553
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
BURNS & MCDONNELL WESTERN ENTERPRISES, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services Between the City of Santa Clara, California, and Burns & McDonnell Engineering Company, Inc.," dated August 16, 2021, for the purpose of having Contractor provide plan implementation/project management services; and
B. On October 28, 2025, the Parties executed a Consent to Assignment Agreement by and Between the City of Santa Clara, California and Burns & McDonnell Western Enterprises, Inc.; and
C. The Parties now wish to amend the Agreement to extend the term and update the rates schedule in Exhibit B.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "Term of Agreement" is amended to read as follows:
"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, 2027.The Parties agree that this Agreement did not expire on the previous expiration date of November 30, 2025, and it remains valid through the new expiration date set forth in this Amendment No. 1."
Amendment No. 1 to AgreemenUBurns & McDonnell Western Enterprises, Inc.

Rev. 10/2025

Page 1 of 5 ends

Docusign Envelope ID: 37006E9B-09E6-44EF-8C1A-5B1 DC2815A52

2. Exhibit B of the Agreement, entitled "SCHEDULE OF FEES", is deleted in its entirety and replaced with "FIRST REVISED EXHIBIT B SCHEDULE OF FEES" attached hereto and incorporated into the Agreement as amended.

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

The effective date of this Amendment No. 1 is the date of City's execution of this amendment.
[SIGNATURES ON FOLLOWING PAGE]
Amendment No. 1 to AgreemenUBurns & McDonnell Western Enterprises, Inc.

Rev. 10/2025

Page 2 of 5 ends

Docusign Envelope ID: 37006E9B-09E6-44EF-8C1A-5B1DC2815A52 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.

Approved as to Form:
[«;;,,~~
GLEN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: 5/5/202616:36 PM PDT
"CITY"
JOVXf{ffl~~ROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771
BURNS & MCDONNELL WESTERN ENTERPRISES, INC.
a California corporation
Dated: 4/23/2026 I 8:03 AM PDT
Name: Stephen Kane
Title: Vice President
Principal Place of 145 S. State College Blvd. Suite 600 Business Address: Brea, CA 92821 --~---------------
Em a i I Address: [email protected]
Telephone: (714) 989-9039
"CONTRACTOR"
Amendment No. 1 to AgreemenUBurns & McDonnell Western Enterprises, Inc.

Rev. 10/2025

Page 3 of 5 ends

Docusign Envelope ID: 37006E9B-09E6-44EF-8C1A-5B1 DC2815A52

FIRST REVISED 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 no later than thirty (30) days after approval of an invoice by City staff.

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 first five years of the Agreement. Contractor may increase rates annually beginning December 1, 2026, by the lesser of 5% or a percentage amount not to exceed the percent change of the preceding 12 month period in the Consumer Price Index for all Urban Customers, selected items, not seasonally adjusted as published by the U.S. Bureau of Labor Statistics at https://www.bls.gov/cpi or successor site. In no event shall such increase exceed 5% annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. Contractor to provide City with an updated rate schedule on or before each December 1 deadline.

Any work requiring overtime rates shall be expressly identified and approved in writing by the City prior to the work commencing. Contractor will bill City on one of the following pricing methods as set forth in each PO:

2. A lump sum basis with milestone payment schedule as agreed upon by the parties.

City will pay Contractor no later than thirty (30) days after approval of an invoice by City staff.

Projects billed on an hourly basis will be billed according to the rate sheets below, (and subject to the annual escalation noted hereinabove):

Amendment No. 1 to AgreemenUBurns & McDonnell Western Enterprises, Inc.

Rev. 10/2025

Page 4 of 5 ends

Docusign Envelope ID: 37006E9B-09E6-44EF-8C1A-5B1DC2815A52 RA TES EFFECTIVE DECEMBER 1, 2025
Job Title Hourly Rate Over-time Rate
Associate - 14 or above $269.79 $269.79
Senior-13 $248.58 $248.59
Senior-12 $232.41 $232.41
Staff-11 $212.04 $285.00
Staff-10 $191.39 $257.25
Assistant - 9 $173.54 $233.25
Assistant - 8 $150.10 $201.75
Assistant - 7 $109.09 $146.63
Technician - 6 $95.14 $127.88
General Office - 5 $ 77.00 $103.50
RATES EFFECTIVE DECEMBER 1, 2020 THROUGH NOVEMBER 30, 2025 Job Title Hourly Rate Over-time Rate
Associate - 14 or above $241.75 $241.75
Senior-13 $222.75 $222.75
Senior-12 $208.25 $208.25
Staff-11 $190.00 $285.00
Staff-10 $171.50 $257.25
Assistant - 9 $155.50 $233.25
Assistant - 8 $134.50 $201.75
Assistant - 7 $ 97.75 $146.63
Technician - 6 $ 85.25 $127.88
General Office - 5 $ 69.00 $103.50
Notes:

1. Subcontractors billed at cost plus 10%.

2. Travel Expenses billed at cost plus 10%.

3. Contract/Agency Personnel shall be billed according to rates listed above as if such personnel are a direct employee of Burns & McDonnell. "Contract/Agency Personnel" shall mean personnel utilized at the discretion of Contractor to provide services on the project that are not directly employed by Burns & McDonnell as defined at law but are on loan from another employer through a contract or purchase order, including personnel from Burns & McDonnell's subsidiaries and affiliates (including Burns & McDonnell International Inc. and Burns & McDonnell Engineering India Pvt. Ltd). Such contracts and purchase orders are not "Subcontracts" as used herein and are not subject to 10% markup. All Contract/Agency Personnel shall be considered agents of Contractor, and able to act on behalf of Contractor within the scope of the authority granted such Contract/Agency Personnel according to job function and billing classification.

4. Nonexempt personnel in levels 5 through 11 may be billed at the overtime rates listed above.

5. Equipment utilized for the services will be outlined in a given scope of services and priced accordingly.

Amendment No. 1 to AgreemenUBurns & McDonnell Western Enterprises, Inc.

Rev. 10/2025

Page 5 of 5 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-854 Agenda Date: 10/13/2020

REPORT TO COUNCIL

SUBJECT
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 (SOQ) to solicit proposals from qualified firms for consulting services associated with SVP System Expansion Plan. The SOQ was published on BidSync, the City’s e-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 SOQ. 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 SOQ.

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 of 4 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 CIP 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
City of Santa Clara Page 4 of 4 Printed on 10/15/2020
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EBIX Insurance No. S200001751

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

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

Exhibit A- Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 1 of24 This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 1, 2021 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.

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 Electrical Consultants Inc. Rev. 09-28-18 Page2 of24 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 AND PAYMENT PROVISIONS." 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.

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 Electrical Consultants Inc. Rev. 09-28-18 Page 3 of24

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 Electrical Consultants Inc. Rev. 09-28-18 Page4 of24 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/LIMITS OF LIABILITY
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.

Neither Party shall be liable to the other for any lost profits or any indirect, special, incidental, punitive, or consequential loss or damage of any kind arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages. Nothing in the agreement limits or excludes either party's liability for loss or damage resulting from death or personal injury caused by its gross negligence, or any fraud or fraudulent misrepresentation.

CONTRACTOR's total cumulative aggregate liability for all Claims of any kind whether based on contract, tort (including negligence and strict liability), under any warranty or otherwise, arising from or related in any way to this Agreement or performance or failure of performance of CONTRACTOR'S obligations shall be limited to $10,000,000.

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 Electrical Consultants Inc. Rev. 09-28-18 Page 5 of24

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:

Electrical Consultants, Inc.

Attn. VP-Power Supply
3521 Gabel Road
Billings, MT 59102
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 Electrical Consultants Inc. Rev. 09-28-18 Page 6 of 24 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.

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.

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.

Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 7 of24

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

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

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:

Digitally signed by Calo
C- c.,u...___ I ;~~!~~~21.09.15 14:57:55
-07'00'
Office of the City Attorney
City of Santa Clara
(y DEA NA .

City Mana e
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ELECTRICAL CONSULTANTS, INC.
a Montana corporation
• Dated: 8/30/2021
By (Signature): [)J fl rVtc.eiJ
Name: David R. Maehl
T~e: VP-PowerSupp~
Principal Place of
Business Address: 3521 Gabel Road, Billings, MT 59102
Email Address: [email protected]
Telephone: (406) 259-9933
Fax: (406) 259-3341
"CONTRACTOR"
Design Professional Agreement with Electrlcal Consultants Inc. Rev. 09-28-18 Page 8 of 24

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.

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

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 Electrical Consultants Inc. Rev. 09-28·18 Page 10 of 24

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS

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

2. Contractor shall provide services at the labor rates outlined in Exhibit B-1 - RATE SCHEDULE attached and incorporated by reference.

3. Rates outlined in Exhibit 8-1 may be requested by Contractor to adjust no greater than annually after December 31, 2021 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).

4. Reimbursable Expenses

4.1. Pass-Through Costs:

4.1.1. In some cases, Contractor may pass-through costs such as, but not limited to, subcontracted activities or materials.

4.1.2. Such Pass-Through Costs shall be included in the quote.

4.1.3. When these Pass-Through Costs occur, Contractor will invoice City for these costs without markup.

4.1.4. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

4.1.5. Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.

4.2. Reimbursement of expenses is subject to the following conditions.

4.2.1. Expenses shall be reimbursable only to the extent that the 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.

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

4.2.3. 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

4.2.4.Airfare and rental car, if required, shall be at economy class.

4.2.5. Travel Expenses. All travel expenses such as, but not limited to, airfare, car rental, taxi, lodging, parking, tolls, meals and incidental expenses will be invoiced at cost, with receipts provided for any expenses.

Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 11 of 24

5. 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 submittal of certified payroll using City's LCP Tracker or such other system as defined by the City.

Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 12 of24 EXHIBITB-1

RATE SCHEDULE
Category/Position Hourly Rate
Engineering / Management
Senior Project Manager II .................................................................... $251 Senior Project Manager 1 .................................................................... $208 Project Manager II ............................................................................... $185 Project Manager 1. ................................................................................ $165 Senior Engineer II ................................................................................ $209 Senior Engineer I ................................................................................. $178 Senior Project Supervisor .................................................................... $174 Project Supervisor ................................................................................ $131 Project Engineer II ............................................................................... $151 Project Engineer I ................................................................................ $143 Associate Engineer II ........................................................................... $14 7 Associate Engineer I ............................................................................ $141 Design Engineer III .............................................................................. $124 Design Engineer II ............................................................................... $116 Design Engineer I ................................................................................ $109 Senior Designer II ................................................................................ $155 Senior Designer I ................................................................................. $139 Designer III .......................................................................................... $121 Designer II ........................................................................................... $107 Designer I ............................................................................................... $90 Program Management/ Support Staff
Project Controls Coordinator ............................................................... $190 Project Controls Specialist III.. ............................................................ $148 Project Controls Specialist II ............................................................... $115 Project Controls Specialist I .................................................................. $98 Senior Drafter II ................................................................................... $107 Senior Drafter I .................................................................................... $103 Drafter III ............................................................................................... $93 Drafter II ................................................................................................ $90 Drafter!. ................................................................................................. $79 Administrative - Executive ................................................................. $122 Administrative Assistant ........................................................................ $82 Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 13 of24 Survey / Real Estate
Senior Surveyor ................................................................................... $158 Surveyor II ........................................................................................... $129 Surveyor l ............................................................................................ $110 Survey Technician 11 .............................................................................. $90 Survey Technician I ............................................................................... $70 Senior Real Estate Specialist ............................................................... $152 Real Estate Specialist II ....................................................................... $132 Real Estate Specialist I .......................................................................... $89 Construction / Field Testing
Senior P&C Technician ....................................................................... $209 P&C Technician ................................................................................... $145 Construction Project Manager ............................................................. $206 Field Constluction Manager ................................................................ $195 Technician III/Inspector III .................................................................. $144 Technician II/Inspector II .................................................................... $123 Technician I/Inspector I ......................................................................... $81 Safety Specialist ................................................................................... $143 Corporate Project Management/ Technical Oversight
Principal ............................................................................................... $263 Director/PhD ........................................................................................ $263 Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 14 of24 Electrical Consultants, Inc.

Project Expenses:

Airline & Charter Aircraft
Rental Vehicles
Standard & Four-Wheel Drive
All Terrain Vehicles
Meals
Lodging
Parking
Long Distance & Telephone Charges
CADD Software/Plotting:

AutoCAD Drafting Equipment
Microstation Drafting Equipment
HP Design Jet Monochrome Plots
HP Design Jet Color Plots
LD3 Modeling
Prints and Copies:

Arc Flash Labels
Large Fonnat Copies:

C, DSize
E Size
F Size
Larger Sizes
Engineering Software:

Chargeable Expenses
Radial Voltage Drop- SynerGEE & Milsoft
Load Flow / Stability (PSLF /PSSE)
ASPEN
STRUDL/Structural Software
GIS Mapping Software
Visual Analysis & ST AAD Pro
CDEGS (Grounding)
SKM

TLCADD & PLS-CADD
CYMCAP
ETAP

PS CAD/EMT
PTI - Power System Analysis
T-Flash
Survey Equipment/Software:

Cyclone Software
Terra Solid Laser Imaging
Theodolite, Total Station
Robotic Total Station
Survey Grade GPS, Base Station & Rovers
Staking Supplies
Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Actual Cost
Actual Cost
Federal Allowable Rate
$10.00/hour
Actual Cost
Actual Cost
Actual Cost
Actual Cost
$8.00/hour
$8.00/hour
$5.00 each
$10.00 each
$8.00/hour
$6.00 each
$2.35 each
$2.60 each
$2.75 each
25¢/sq. ft.
$30.00/hour
$40.00/hour
$30.00/hour
$40.00/hour
$8.00/hour
$20.00/hour
$50.00/hour
$25.00/hour
$10.00/hour
$40.00/hour
$20.00/hour
$40.00/hour
$40.00/hour
$40.00/hour
$30.00/hour
$20.00/hour
$11.00/hour
$15.00/hour
$30.00/hour
$10. 00/line-mile

Page 15 of 24 ends

Testing Equipment:
5 kVMegger
Phase Angle Meter
Automated CT Test Set
Transformer Turns Ratio Test Set
Earth Resistivity Test Set
Power Quality Analyzer
Hi-Potential Test Set
VLF AC Hi-Potential Test Set
Doble F6 l 50 Relay Test Set
Doble M4000 Power Factor Test Set
Doble M5400 Seep Frequency
Dilo SF-6 Moisture Analyzer
Dilo SF-6 Breaker Analyzer
CT-7000 Breaker Motion Analyzer
Ductor Low Resistivity & High Cummt
FLIR Infrared Camera
GPR (ground penetrating radar)
HD 3-D Laser Scanner
Dranetz 8000 Analyzer
Fluke 435 Meter
Other equipment (Load Banks, Meter Standard, etc.)
Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 $60/day, $200/week
$50/day, $200/week
$125/day, $420/week
$75/day, $300/week
$100/day, $400/week
$75/day, $150/week
$120/day, $300/week
$500/day, $2,000/week
$375/day, $1,500/week
$500/day, $2,000/week
$1,000/day
$150/day, $600/week
$450/day
$125/day, $350/week
$75/day, $300/week
$500/day, $2,000/week
$1,000/day
$600/day
$500/day
$1,000/month
Job Quote

Page 16 of 24 ends

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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 Electrical Consultants Inc. Rev. 09-28-18 Page 17 of24

8. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad a·s 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 Electrical Consultants Inc. Rev. 09-28-18 Page 18 of24 E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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

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

3. Cancellation.

4. 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.

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.

Design Professiona!Agreementwith Electrical Consultants Inc. Rev. 09-28-18 Page 19 of 24 F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

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

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required 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 Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 20 of24 and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

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

Design Professional Agreement with Electrical Consultants Inc. Rev. 09-28-18 Page 21 of24

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 177 4-1775 {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 Electrical Consultants Inc. Rev. 09-28-18 Page 22 of24 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 Electrical Consultants Inc. Rev. 09·28-18 Page 23 of 24 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.

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 Electrical Consultants Inc. Rev. 09-28-18 Page 24 of24 22-166
REPORT.TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 10/4/2022
Action to Delegate Authority to the City Manager to Negotiate and Execute Amendments to Agreements for Design Professional Services for Silicon Valley Power's System Capacity Expansion Planning Including Plan Implementation and General Consulting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and .Infrastructure

BACKGROUND
In Silicon Valley Power (SVP) quarterly updates to City Council, staff has reported that electrical demand in the City is expected to increase significantly over the next decade. On September 28, 2021 (Council Item 21 -871), the City Council accepted SVP's 3-year Growth Plan Strategy Report (System Growth Plan). According to this System Growth Plan, SVP peak load projections are 879 MW in 2024 and 1125 MW in 2031. Compared to a 2021 peak of 598 MW, this is an increase of nearly 100% in ten years. The System Growth Plan identified ten system expansion projects required to be completed by 2024 to meet this increased load demand safely and reliably. Meeting this electrical demand from future growth requires additional engineering support in three areas: (1) System Expansion Planning, (2) General Consulting , and (3) Plan Implementation.

On October 13, 2020, Council approved (Council Item 20-854) agreements with (1) five firms (1898 & Co., TRC Solutions, Inc., Electrical Consultants, ·Inc., AECOM Technical Services, Inc. , and Stantec Consulting Services Inc.) in the amount of $3,000,000 per agreement for plan implementation; and • (2) five firms (Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource · Consultants,· Inc. and EN Engineering LLC.) in the amount of $2,000,000 per agreement for general consulting services. The total maximum compensation of these ten agreements is authorized not to exceed $25 million over a five-year period. On May 13, 2022, Council authorized the City Manager to execute Amendment No. 1 to the Agreement with AECOM Technical Services Inc. for program management services associated with the System Growth Plan increasing maximum compensation from $3 million to $1 1 million to perform program management services for SVP's System Expansion Plan increasing the aggregate authorization for these ten agreements to $33 million.

When a specific project is identified, staff issues a call for proposals that invites these prequalified consultants to submit qualifications and the award is based on factors such as project specific qualifications and experience, availability of staff, project approach, proposed scope of services, project schedule and design completion dates. •

DISCUSSION
The System Growth Plan more than doubles the current capital improvement project backlog and managing and de.livering these projects from detailed design through construction requires the City of Santa Clara Page 1 of3 Printed on 11/30/2022
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Agenda Date: 10/4/2022
technical knowledge these firms have. For example, the System Growth Plan includes a recommendation for a full rebuild and replacement of Scott Receiving Station (SRS) and Kifer Receiving- Station (KRS). SRS and KRS will require a compl¢te demolition and redesign to convert the outdoor air-insulated equipment to outdoor gas-insulated equipment to increase capacity and reliability in order to provide electric services to businesses and residences. These receiving station projects each have an estimated construction cost of $65 million each. After the call for proposal process, TRC Solutions, Inc. (TRC) was selected as the most qualified firm to support engineering design and construction support for the rebuild of SRS and KRS. The total cost of work is estimated at $5.2 million. The current maximum compensation authorized for TRC is $3 million and some of those funds have been allocated to other capital projects. As SVP is continuing to issue call for proposals for projects associated with the System Growth Plan, additional amendments to this agreement or other agreements will be needed.

To meet the demand for growth.in capacity over the next 10 years, SVP has a capital plan exceeding $250 million. As a guideline, 20% of capital project costs are assoeiated with engineering services such as design and construction management. To address these engineering costs, staff recommends that City Council authorize the City Manager to negotiate and execute additional amendments to the agreements with an additional aggregate compensation of $17 million to allow staff the flexibility of funding agreements as projects are awarded.

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 15061(b)(3). It can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment. When capital projects included in the growth strategy move forwc:,:1.rd, appropriate CEQA will be completed as required prior to construction.

FISCAL IMPACT
To provide the necessary engineering services for SVP's significant capital program, this action would authorize the City Manager to approve contract amendments for ten firms_ up to a revised additional aggregate maximum compensation of $17 miilion, subject to the appropriation of funds.

The capital project funding for each amendment would be identified at the time the amendment is brought forward. For instance, the increased maximum compensation for the TRC agreement described above is available in the Electric Utility Capital Fund for the KRS Rebuild and Replacement (CIP# 2453} and SRS Rebuild and Replacement (CIP#2456) projects.

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.

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

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 of3 Printed on 11/30/2022
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22-166 Agenda Date: 10/4/2022
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 negotiate and execute amendments to Agreements for Design Professional Services for Silicon Valley Power's System Capacity Expansion Planning with an additional aggregate maximum compensation of $17 million, subject to the appropriation of funds for the following :

A. For general consulting services with:
1). Advisian Worley Group
2). TRC Solutions, Inc.
3). Leidos Engineering, LLC
4). Flynn Resource Consultants, Inc.
5). EN Engineering LLC
B. For plan implementation services with:
1). 1898 & Co . •
2). TRC Solutions, Inc.
3). Electrical Consultants, Inc.
4). AECOM Technical Services, Inc.
5). Stantec Consulting Services Inc.; and

2. Authorize the City Manager to:

A. Execute amendments to extend the term of the Agreements if required to complete projects initiated during their term;
B. Negotiate and execute amendments 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; and C. Take such actions as necessary or advisable to implement the agreements as amended.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
City of Santa Clara Page 3 of3 Printed on 11 /30/2022
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Ebix Insurance No. S200001751
AMENDMENT NO. 1

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services by and Between the City of Santa Clara, California, and Electrical Consultants, Inc." dated September 16, 2021 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide plan implementation and project management services as requested by the City to support capital, operations, and maintenance projects for Silicon Valley Power (SVP), and the Parties now wish to amend the Agreement to increase the maximum compensation due to additional service needs and extend the term.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled "TERM OF AGREEMENT" is amended to read as follows:
"Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 1, 2021, and terminate on November 30, 2028."

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Page 1 ends

accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is seven million three hundred sixty thousand dollars ($7,360,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance."

3. Exhibit A- Scope of Services shall be deleted in its entirety and replaced with the attached Exhibit A - Scope of Services - Amended May 1, 2023, 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 May 1, 2023, 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 Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

Page 2 ends

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: 5/ u/Y ------- --------
DtUtid,-S~
Daniel Ballin (May 2S, 2023 09:51 PDT)
GLEN R. GOOGINS
City Attorney
~ ~
"CITY"
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771
ELECTRICAL CONSULTANTS, INC.
a Montana corporation
Dated: 5/22/2023
B (s · t ) Digitally signed by Da tq R Maehl Y I g n a LI re '. Date: 2023.05.22 11 :.tk ~4-06'00' Name: David R. Maehl
Title: VP-Power Supply
Principal Place of 3521 Gabel Road
Business Address: Billings, Montana 59102
Email Address: [email protected]
Telephone: (406) 259-9933
Fax: (406) 259-3341
"CONTRACTOR"
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

Page 3 ends

AMENDMENT NO. 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND ELECTRICAL CONSULTANTS, INC.

EXHIBIT A - SCOPE OF SERVICES
AMENDED MAY 1, 2023

1. The Contractor shall perform plan implementation and project management services as requested by the City to support capital, operations, and maintenance projects.

Such plan implementation and project management services to include:

1.1. Act as project manager for the activities such as, but not limited to:

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

1.1.2. Land acquisition;

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

1.1 .4. Bid support;

1.1.5. Construction support; and

1.1.6. Record drawings and project closeout.

1.2. Perform system planning for electric utility distribution and transmission systems.

1.3. Prepare distribution and transmission line conceptual design, feasibility, and permitting.

1.4. Prepare substation conceptual and/or detail design, feasibility, and permitting including support with substation communications, protection and control systems.

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

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

1.7. Conduct Distributed Energy Resource (DER) interconnection studies as needed. •

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

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

1.10. Provide drafting support as needed.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

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

1.12. 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.

2. Work Request and Authorization of Work

2.1. Work may be assigned to the Contractor through the evaluation of a Call for Proposal (CFP) or via direct assignment.

2.2. The Contractor shall not begin any work unless a Purchase Order (PO) has been issued by the City for that particular work.

2.3. 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 Purchase Order for that scope of work without a changed purchase order or, in the event the maximum compensation specified in Section 6 of the agreement may be exceeded, Contractor shall not perform work without an executed amendment to this Agreement.

3. e-BUILDER

3.1. Contractor shall use e-Builder for submission of data and documents throughout the term of this agree_ment, as requested by the City. e-Builder is a web-based construction management application hosted by e-Builder, Inc.

For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

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 thee-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 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 Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

Page 5 ends

circumstances will usage ofe-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 thee-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 thee-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. 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.);

3.8.5. Requests for Information (RFl's);

3.8.6. Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;

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);
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

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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. 3.8.12.2.

3.8.12.3. 3.8.12.4.

Notices and Claims;
Operations and Maintenance Manuals;
All Close-out documents; and
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 thee-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 Agreement/Electrical Consultants, Inc.

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Page 7 ends

AMENDMENT NO. 1

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND ELECTRICAL CONSULTANTS, INC.

EXHIBIT B - COMPENSATION AND FEE SCHEDULE
AMENDED MAY 1, 2023

1. This is a time and materials contract with a total not-to-exceed amount specified in Section 6 of the Agreement. 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 B-1 - HOURLY RATES.

2.2. Services performed prior to this Amendment shall be invoiced at the rates in place at the time of the service.

2.3. 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, 2024, 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, subcontractor materials and equipment, will be invoiced at cost. Subcontractor services will be invoiced at cost plus 10%.

3.2. 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.

3.3. Travel and Per Diem. Travel and Per Diem will be invoiced at cost.

3.3.1. 3.3.2.

3.3.3. 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
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.

Travel Expenses. Airfare, car rental, taxi, parking, tolls, and incidental expenses will be invoices at cost, with receipts provided Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019

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for any expenses. Airfare and rental car, if required, shall be at economy class.

3.4. Contractor shall include an estimate for any anticipated reimbursable expenses in Contractor's response to any CFP or other proposal to perform additional work.

3.5. Contractor shall provide supporting documentation such as invoices or receipts for all reimbursable expenses.

4. Table B-2 PASS THROUGH COSTS

4.1 Contractor may pass through costs such as, plotting, printing, materials, equipment, etc.

4.2 Such Pass-Through Costs shall be included in the quote.

4.3 When these Pass-Through Costs occur, Contractor will invoice City for these costs without markup.

4.4 Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through Costs.

4.5 Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.

5. Invoicing and Payments

5.2. All monthly invoices shall include:

5.2.1. PO number;

5.2.2. 5.2.3.

Itemization of the authorized expenses incurred, if any, with a detail listing the cost and source of such expenses and when they were incurred in a formal that will permit City to verify rates are the same as those authorized in the Agreement; and
Amount paid to date and amount remaining in the Agreement and Purchase Order.

5.4. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all Certified Payroll (where required), City shall process the invoice for payment within 30 days.

Amendment No. 1 to Agreement/Electrical Consultants, Inc.

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TABLE B-1 HOURLY RATES
Hourly Rate
Category/Position Effective Sept. 1, 2021
Throuah April 30, 2023
Engineering/Management
Senior Project Manager II $251
Senior Project Manager I $208
Project Manager II $185
Project Manager I $165
Senior Engineer II $209
Senior Engineer I $178
Sen!or Project Supervisor $174
Project Supervisor $131
Project Engineer II $151
Project Engineer I $143
Associate Engineer II $147
Associate Engineer I $141
Design Engineer Ill $124
Design Engineer II $116
Design Engineer I $109
Senior Designer II $155
Senior Designer I $139
Designer Ill $121
Designer II $107
Designer I $90
Program Management/Support Staff
Project Controls Coordinator
Project Controls Specialist Ill
Project Controls Specialist 11
Project Controls Specialist I
Senior Drafter II
Senior Drafter I
Drafter Ill
Drafter II
Drafter I
Administrative Executive
Administrative Assistant
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
$190
$148
$115
$98
$107
$103
$93
$90
$79
$122
$82
Hourly Rate
Effective
Mav 1, 2023
$248
$210
$188
$169
$211
$181
$175
$135
$154
$145
$149
$143
$127
$119
$110
$152
$141
$124
$109
$92
$195
$149
$119
$101
$108
$106
$95
$92
$82
$122
$74

Page 10 ends

Hourly Rate
Category/Position Effective Sept. 1, 2021
Through April 30, 2023
Survey/Real Estate
Senior Surveyor $158
Surveyor II $129
Surveyor I $110
Survey Technician II $90
Survey Technician I $70
Senior Real Estate Specialist $152
Real Estate Specialist II $132
Real Estate Specialist I $89
Construction/Field Testing
Senior P&C Technician $209
P&C Technician $145
Construction Project Manager $206
Field Construction Manager $195
Technician Ill/Inspector Ill $144
Technicfan II/Inspector II $123
Technician I/Inspector I $81
Safety Specialist $143
Corporate Project Management/Technical
Oversiaht
Principal $263
Director/PhD $263
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
Hourly Rate
Effective
May 1, 2023
$162
$133
$109
$92
$69
$153
$130
$88
$211
$146
$201
$196
$145
$126
$84
$145
$252
$252

Page 11 ends

TABLE B-2 PASS THROUGH COSTS
Costs
Type Effective Sept. 1, 2021
through April 30, 2023
Project Expenses:

Airline & Charter Aircraft Actual Cost
Rental Vehicles Actual Cost
Standard & Four-Wheel Drive Federal/ Allowable Rate
All Terrain Vehicles $10/hour
Meals Actual Cost
Lodging Actual Cost
Parking Actual Cost
Long Distance & Telephone Charges Actual Cost
CADD Software/Plotting:

AutoCAD Drafting Equipment $8.00/hour
Microstation Drafting Equipment $8.00/hour
HP Design Ject Monochrome Plots $5.00each
HP Design Jet Color Plots $10.00 each
LD3 Modeling $8.00/hour
.Airline & Charter Aircraft
Prints and Copies:

Arc Flash Labels $6.00 each
Large Format Copies
C, D Size $2.35 each
E Size $2.60 each
FSize $2.75 each
Larger Sizes $ .25/sq. ft.

Engineering Software:

Radial Voltage Drop-SynerGEE & $30;00/hour Milsoft
Load Flow/Stability (PSLF/PSSE) $40.00/hour
ASPEN $30.00/hour
STRUDL/Structural Software $40.00/hour
GIS Mapping Software $ 8.00/hour
Visual Analysis & STAAD Pro $20.00/hour
CDEGS (Grounding) $50.00/hour
SKM $25.00/hour
TLCADD & PLS-CADD $10.00/hour
Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
Costs
Effective May 1, 2023
Actual Cost
Actual Cost
Federal/ Allowable Rate
$10/hour
Actual Cost
Actua I Cost •
Actual Cost
Actual Cost
$9.00/hour
$9.00/hour
$5.00 each
$10.00 each
$8.00/hour
$6.00 each
$2.35 each
$2.60 each
$2.75 each
$ .25/sq. ft.
$30.00/hour
$40.00/hour
$30.00/hour
$40.00/hour
$ 8.00/hour
$20.00/hour
$50.00/hour
$25.00/hour
$10.00/hour

Page 12 ends

CYMCAP $40.00/hour
ETAP $20.00/hour
PSCAD/EMT $40.00/hour
PT.I - Power System Analysis $40.00/hour
T-Flash $40.00/hour
Survey Equipment/Software:

Cyclone Software ·$30.00/hour
Terra Solid Laser Imaging $20.00/hour
Theodolite, Total Station $11.00/hour
Robotic Total Station $15.00/hour
Survey Grade GPS, Base Station & $30.00/hour Rovers
Staking Supplies $10.00/line-mile
Testing Equipment:
5 kV Megger $60.00/day $200/week
Phase Angle Meter $50/day,$200/week
Automated CT Test Set $125/day,$420/week
Transformer Turns Radio Test Set $ 75/day, $300/week
Earth Resistivity Test Set $100/day, $400/week
Power Quality Analyzer . $ 75/day, $150/week
Hi_Potential Test Set $120/day,$300/week
VLF AC Hi-Potential Test Set $500/day, $2,000/week
Doble F6150 Relay Test Set $375/day, $1,500/week
Doble M4000 Power Factor Test Set $500/day, $2,000/week Doble MS400 Seep Frequency $1,000/day
Dilo SF~G Moisture Analyzer $150/day, $GOO/week
Dilo SF-6 Breaker Analyzer $450/day
CT-7000 Breaker Motion Analyzer $125/day,$350/week
Ductor Low Resistivity & High $75/day, $300/week Current FLIR Infrared Camera $500/day, $2,000/week
CGPR (ground penetrating radar $1,000/day
HD 3-D Laser Scanner $600/day
Dranetz 800 Analyzer $500/day
Fluke 435 Meter $1,000/month
Other equipment (Load Banks, Meter Job-Quote Standards, etc.) Amendment No. 1 to Agreement/Electrical Consultants, Inc.

Rev. 10/25/2019
$40.00/hour
$20.00/hour
$40.00/hour
$40.00/hour
$40.00/hour
$30.00/hour
$20.00/hour
$11.00/hour
$15.00/hour
$30.00/hour
$10.00/line-mile
$60.00/day $200/week
$50/day,$200/week
$125/day,$420/week
$ 75/day, $300/week
$100/day, $400/week
$ 75/day, $150/week
$120/day, $300/week
$500/day, $2,000/week
$375/day, $1,500/week
$500/day, $2,000/week
$1,000/day
$150/day,$600/week
$450/day
$125/day,$350/week
$75/day,$300/week
$500/day, $2,000/week
$1,000/day
$GOO/day
$SOD/day
$1,000/month
Job-Quote

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23-737

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 7/18/2023
Action to Delegate Authority to the City Manager to Negotiate and Execute Amendments to Agreements for Design Professional Services for Silicon Valley Power's System Capacity Expansion Planning Including Development of a Twenty-Year Long-Term Strategy Plan for System Growth, Master Agreements for Plan Implementation Services, and Master Agreements for General Consulting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) has provided electric service for over 125 years and is experiencing significant continued growth. SVP has developed a capital improvement strategy to address nearterm and long-term potential load growth. In 2021, SVP recorded a peak load of nearly 600 Megawatt (MW) and delivered approximately 4,100 Gigawatt-hours (GWh) to customers. In 2022, SVP's recorded peak load increased to 702 MW, and energy delivery rose to 4,550 GWh. This represents an approximate 10% increase in energy delivery and represents the largest year-overyear growth in the last 30 years.

On October 13, 2020, City Council approved (Council Item 20-854) the following Agreements for Design Professional Services:
• Agreement with Electrical Consultants, Inc (ECI) with a maximum compensation not to exceed $850,000 to complete a System Expansion Plan including a Three-Year Growth Plan Strategy; • Master agreements for Plan Implementation Services with a maximum compensation not to exceed $3,000,000 per agreement with (1) 1898 & Co., (2) TRC Solutions, Inc., (3) ECI , (4) AECOM Technical Services, Inc., and (5) Stantec Consulting Services Inc.; and • Master agreements for general consulting services with a maximum compensation not to exceed $2,000,000 per agreement with (1) Advisian Worley Group, (2) TRC Solutions, Inc., (3) Leidos Engineering, LLC, (4) Flynn Resource Consultants, Inc. and (5) EN Engineering LLC.

When a specific project is identified, SVP issues a call for proposals that invites these prequalified consultants to submit their proposals. The award for each project is determined based on factors such as expertise in the specific area of work needed, staff availability, project approach, proposed · scope of services, project schedule/completion dates, and verification that cost is reasonable for the services.

When the agreements were approved on October 13, 2020, the total maximum compensation for the City of Santa Clara Page 1 of 4 Printed on 7/14/2023
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23-737 Agenda Date: 7/18/2023
ten (10) master agreements was authorized with an aggregate maximum compensation of $25 million over a five-year period. On May 13, 2022, the City Council authorized the City Manager to execute Amendment No. 1 to the Agreement with AECOM Technical Services Inc., increasing the maximum compensation from $3 million to $11 million for additional program management services related to the System Expansion Plan. This authorization increased the total aggregate compensation for the ten {10) agreements to $33 million. On October 4, 2022, the City Council authorized the City Manager to negotiate and execute amendments to the ten (10) agreements, resulting in a new total aggregate compensation of $50 million.

On September 28, 2021 {Council Item 21-871), the Council accepted SVP's Three-Year Growth Plan Strategy which identified $300 million of proposed projects to install new facilities and to replace aged infrastructure with higher capacity infrastructure on an as-needed basis. On November 15, 2022 {Council Item 22-1172), the City Council accepted SVP's System Expansion Plan for the California Independent Operator's (CAISO) Transmission Planning Process (TPP) FY2023/24 {SVP System Expansion Plan TPP FY2023/24).

In the SVP System Expansion Plan TPP FY2023/24, SVP anticipates a peak system load of 819MW in 2025 and peak load of 1,306 MW in 2032. Compared to the 2022 peak load of 702 MW, this projection represents an increase of nearly 117 MW by 2025. SVP System Expansion Plan TPP FY2023/24 identifies both near-term and ten-year improvements required for SVP to maintain electric service reliability with consideration of the projected load growth. The SVP System Expansion Plan TPP FY2023/24 provides detailed information and a technical basis for the completed analysis, including a summary of proposed projects. These projects are in addition to those previously presented to Council. To maintain electric service reliability and meet project growth, SVP requires engineering support in three areas: (1) System Expansion Planning, {2) General Consulting, and (3) Plan Implementation.

DISCUSSION
Under its agreement with the City, ECI has provided consultant support for the CAISO's Annual TPP and completed a Three-Year Growth Plan Strategy. SVP requires additional related services from ECI, including, (1) a twenty-year long-term strategy plan for system growth; and (2) support for upcoming CAISO TPP studies. The twenty-year long-term strategy plan and study will address, among other things, reach codes (local energy code amendments intended to strengthen emissions reductions) and impacts of electrification and decarbonization to SVP's transmission and distribution electrical systems. To complete these additional services, SVP will require an increase in the maximum compensation of the ECI agreement for the system expansion plan from $850,000 to $1,500,000 and extension of the term through December 31, 2025.

The System Expansion Plan has led to a significant increase in the SVP's Capital Improvement Project (CIP) backlog. Managing and delivering these projects from detailed design through construction necessitates the augmentation of staff by hiring outside engineering firms who possess the necessary technical knowledge and expertise to support SVP. For example, the System Expansion Plan includes the following proposed projects as well as other projects not listed:
• NRS Transformer and Breaker Upgrades
• Kifer Receiving Station (KRS) & Scott Receiving Station {SRS) Rebuild and Replacement • N RS-KRS 115kV Line Replacement
City of Santa Clara Page 2 of4 Printed on 7/14/2023
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23-737 Agenda Date: 7/18/2023
• South Loop Recond uctor
• Northwest Loop Capacity Upgrade
• Walsh-Uranium 60kV Reconductor
The proposed projects include replacement of aging infrastructure and installation of new facilities to allow higher internal system capacity. These projects will include the addition of new internal 60kV transmission loops and implementation of reliability upgrades, including replacing or reconductoring transmission lines. For the new 60kV loops, it is important to note that the first step in the process is to determine technical feasibility {design). Additional CAISO transmission capacity would be required to fully take advantage of the increased internal capacity.

As identified in the Three-Year Growth Plan Strategy and SVP System Expansion Plan TPP FY2023/24, the combined cost of these CIP projects is estimated at nearly $500 million. Of this total amount, approximately 20% to 25% is attributed to engineering services such as design and construction management. In addition, to ensure that dedicated developer substations are built to SVP standards and connect properly to SVP's electric system, SVP provides engineering services to developers who design and build their own substation with costs recovered from those developers.

Design, equipment, and construction project costs for substations built by developers are not included in the $500 million budget. Therefore, total estimated engineering costs may exceed the 20 - 25% to account for costs of engineering for projects that are not included in SVP's CIP budget. To assure sufficient support to complete the System Expansion Plan and meet schedule commitments to developers while assuring SVP standards are met, SVP requires an increase of $30 million in aggregate maximum compensation for agreements for general consulting and plan implementation services. This will amend previous authorizations and allow SVP to spread $80 million among the master agreements. SVP will initiate amendments after selection of consultants following the call for proposals process described in the background of this report. SVP staff manages the aggregate compensation to assure that no services are approved that will result in exceeding the aggregate maximum compensation.

ENVIRONMENTAL REVIEW
These proposed actions involve the approval of amendments to existing agreements for program and project management services. Any associated capital improvements have been or will be evaluated under the California Environmental Quality Act {"CEQA"). Therefore, the proposed actions and do not constitute a "project" within the meaning of CEQA pursuant to section 15061 (b )(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment.

FISCAL IMPACT
Sufficient funds for these amendments are included in the capital budget for each project for Fiscal Year 2023/2024. Funding for specific projects is allocated in the Electric Utility Fund in the FY2023/24 Capital Improvement Budget, such as the NRS Transformer and Breaker Upgrades {CIP 2454), NRS-KRS 115kV Line (CIP 2455), KRS Rebuild and Replacement {CIP 2453), Laurelwood Substation (CIP 2443), Democracy Substation (CIP 2464), Transmission Loop 1 {CIP 2459), and Transmission Loop 2 {CIP 2463). Additional budget appropriations will be required for the Transmission Loop projects. Required actions will be brought forward to City Council for approval of the project and associated budget after design. It is anticipated that costs will be recovered through developer contributions. As the System Expansion Plan and design and construction of developer City of Santa Clara Page 3 of 4 Printed on 7/1412023
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23-737 Agenda Date: 7/18/2023
funded substations progress, the costs and timelines will be revised and updated, and budget adjustments will be requested at that time if required .

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. In the event the authorized budget for a project will be exceeded, budgetary actions will be brought forward to Council as needed to cover such services in advance of authorizing those services.

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]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute an amendment to the Agreement for Design Professional Services with Electrical Consultants, Inc (ECI Agreement) for additional services associated with the System Expansion Plan increasing the maximum compensation to $1,500,000 and extending the term of the agreement until December 31, 2025, funded by the Electric Utility Capital Fund;

2. Authorize the City Manager to negotiate and execute amendments to the following Agreements for Design Professional Services (Master Agreements) for Silicon Valley Power's System Expansion Plan with an additional aggregate maximum compensation of $30 million for a new aggregate maximum compensation of $80 million funded by the Electric Utility Capital Fund and allocated as SVP may require, subject to the appropriation of funds: (A) general consulting services with; (i) Advisian Worley Group; (ii) TRC Solutions, Inc.; (iii) Leidos Engineering LLC; (iv) Flynn Resource Consultants, Inc.; and (v) EN Engineering LLC; and (8) For plan implementation services with: (i) Burns & McDonnell Engineering Company, Inc. (formerly 1898 & Co.); (ii) TRC Solutions, Inc.; (iii) ECI; (iv) AECOM Technical Services, Inc.; and (v) Stantec Consulting Services Inc

3. Authorize the City Manager to take any actions as necessary to implement and administer the ECI Agreement and Master Agreements and to negotiate and execute amendments to those agreements to (a) add or delete services consistent with their scope of services; (b) adjust future rates; and (c) extend their term of the agreement to complete projects initiated during the authorized term; and

4. All amendments included in this authorization shall be subject to the review and approval as to form by the City Attorney. •
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Page 4 of 4 Printed on 7/14/2023
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Ebix Insurance No. S200001751
AMENDMENT NO. 2

TO THE AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Design Professional Services Between the City of Santa Clara, California, and Electrical Consultants, Inc." dated September 16, 2021 (Agreement); and B. The Parties entered into the Agreement for the purpose of having Contractor provide plan implementation and project management services as requested by the City to support capital, operations, and maintenance projects for Silicon Valley Power (SVP); and
C. The Parties amended the Agreement (Amendment No. 1) on May 26, 2023, for the Contractor to extend the term and increase the maximum compensation due to additional service needs; and
D. The Parties now wish to amend the Agreement to update the authorization of work process and increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
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Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
Exhibit E - Sample Work Authorization Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control."

2. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Twenty-One Million and Six Hundred and Sixty Thousand Dollars Dollars ($21,660,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense.

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

3. Exhibit A - Scope of Services is hereby deleted in its entirety and replaced with the attached Exhibit A - Scope of Services -Amended December 1, 2023, which is hereby incorporated into the Agreement.

4. Exhibit E - Sample Work Authorization is hereby attached and incorporated into the Agreement.

5. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No.2 shall control.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

GLEN R. GOOGINS
City Attorney

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: l"l- /h/1,3
~ 6v-k: GROGAN
City Manager
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ELECTRICAL CONSULT ANTS, INC.
a Montana corporation
Dated: 11/29/2023
Digitally signed by David R. Maehl, P.E. By (Signature): Date: 2023.11.29 08:04:24-07'00' Name: David R. Maehl
Title: VP Power Supply
Principal Place of 3521 Gabel Road
Business Address: Billings, Montana 59102
Email Address: [email protected]
Telephone: (406) 259-9933
Fax: (406) 259-3341
"CONTRACTOR"
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AMENDMENT NO. 2

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND ELECTRICAL CONSULTANTS, INC.

EXHIBIT A - SCOPE OF SERVICES
AMENDED DECEMBER 1, 2023

1. The Contractor shall perform plan implementation and project management services as requested by the City to support capital, operations, and maintenance projects.

Such plan implementation and project management services including, but not limited to:

1.1. Act as project manager for the activities such as, but not limited to:

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

1.1.2. Land acquisition;

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

1.1.4. Bid support;

1.1.5. Construction support; and

1.1.6. Record drawings and project closeout.

1.2. Perform system planning for electric utility distribution and transmission systems.

1.3. Prepare distribution and transmission line conceptual design, feasibility, and permitting.
1 .4. Prepare substation conceptual and/or detail design, feasibility, and permitting including support with substation communications, protection and control systems.

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

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

1.7. Conduct Distributed Energy Resource (DER) interconnection studies as needed.

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

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

1.10. Provide drafting support as needed.

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

2. WORK AUTHORIZATION PROCESS

2.1. City does not give any guarantee to Contractor that City will select Contractor for the performance of any Work Request or any other Services. If City selects Contractor to perform a Work Request, Contractor shall perform the services in this Exhibit A but only to the extent detailed in the Work Authorization and purchase order.

2.2. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves and final approval for each Approved Work Authorization.

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

2.4. Work Request

2.4.1. When plan implementation Services are required, SVP will notify one or more contractors under contract for Plan Implementation Services to provide a proposal for Services.

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

2.5. Proposal

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

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

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

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

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

2.6.1.5. Any required drawings or documents.

2.6.1.6. A list of City responsibilities.

2.6.1.7. An itemized cost proposal showing:

2.6.1.7.1. 2.6.1.7.2.

2.6.1.7.3. 2.6.1.7.4.

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

Subcontractor costs including subcontractor DIR number
where required and indicating prevailing wage and nonprevailing wage services.

Parts/materials
Rental and/or specialty equipment
Reimbursable expenses, in accordance with the
limitations set forth in Exhibit B.

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

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

2.6.1.7.8. Estimated total cost including sales tax.

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

2.6.1.7.10. Cost for any additional equipment, parts, materials, or services required for completion of services as detailed in Amendment No. 2 to AgreemenUElectrical Consultants, Inc.

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the Work Request and in Contractor's Proposal but not
reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no cost to the City.

2.6.2. The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor. Contractor must submit a revised Proposal to the City based upon such negotiations. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non-taxable items and an estimate of sales tax.

2.7. Work Authorization:

2.7.1. If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement, (when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.

2.7.2. To authorize work, the City and Contractor shall execute a Work Authorizations in substantially the same format as Exhibit E. Each Work Authorization shall describe the proposed services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the proposed service and deliverables, and the compensation for the services.

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

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

2. 7.5. Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.

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

2.8. Changes to Work Authorization:

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

Contractor shall provide the reason for the change specific to each Approved Work Authorization or Purchase Order.

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

2.8.3. In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work Authorization or changes to line items in an Approved Work Authorization or in the Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional required services. The City will issue a new or amended Work Authorization and changed purchase order to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the Services and be incorporated into the Services by reference.

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

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

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

2.11. Each Approved Work Authorization and Purchase Order including those authorized prior to execution of this Amendment No. 2 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

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

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

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

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2.15. SVP shall not be required to pay a deposit or any other form of pre- payment prior to the Contractor beginning work.

2.16. Contractor shall not initiate services before a Work Authorization has been executed and/or Purchase Order has been issued."

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. 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.

3.3. 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 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.

3.7. 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.

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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. 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.);

3.8.5. Requests for Information (RFl's);

3.8.6. Change Order requests and documentation, including record copies of Change Orders, Proposals, Modifications;

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. 3.8.12.3.

3.8.12.4. Operations and Maintenance Manuals;
All Close-out documents; and
All testing results.

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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 thee-Builder for the duration of the Project. Such data shall be available to City, authorities with jurisdiction (including funding agencies or representatives) on demand.

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EXHIBIT E

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

PART A: GENERAL INFORMATION
WORK AUTHORIZATION [}Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:

Expiration Date of Agreement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Maximum Compensation of Agreement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operatfnq Officer, Chief Electric Utilitv Officer
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PART B: SERVICES TO BE PERFORMED

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

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

D No expenses are reimbursable.

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

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

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

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

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

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required.

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23-737

REPORT TO COUNCIL

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) has provided electric service for over 125 years and is experiencing significant continued growth. SVP has developed a capital improvement strategy to address nearterm and long-term potential load growth. In 2021, SVP recorded a peak load of nearly 600 Megawatt (MW) and delivered approximately 4,100 Gigawatt-hours (GWh) to customers. In 2022, SVP's recorded peak load increased to 702 MW, and _energy delivery rose to 4,550 GWh. This represents an approximate 10% increase in energy delivery and represents the largest year-overyear growth in the last 30 years.

On October 13, 2020, City Council approved (Council Item 20-854) the following Agreements for Design Professional Services:
• Agreement with Electrical Consultants, Inc (ECI) with a maximum compensation not to exceed $850,000 to complete a System Expansion Plan including a Three-Year Growth Plan Strategy; • Master agreements for Plan Implementation Services with a maximum compensation not to exceed $3,000,000 per agreement with (1) 1898 & Co., (2) TRC Solutions, Inc., (3) ECI, (4) AECOM Technical Services, Inc., and (5) Stantec Consulting Services Inc.; and • Master agreements for general consulting services with a maximum compensation not to exceed $2,000,000 per agreement with (1) Advisian Worley Group, (2) TRC Solutions, Inc., (3) Leidos Engineering, LLC, (4) Flynn Resource Consultants, Inc. and (5) EN Engineering LLC.

When a specific project is identified, SVP issues a call for proposals that invites these prequalified consultants to submit their proposals. The award for each project is determined based on factors such as expertise in the specific area of work needed, staff availability, project approach, proposed scope of services, project schedule/completion dates, and verification that cost is reasonable for the services.

When the agreements were approved on October 13, 2020, the total maximum compensation for the City of Santa Clara Page 1 of 4 Printed on 7/14/2023
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ten (10) master agreements was authorized with an aggregate maximum compensation of $25 million over a five-year period. On May 13, 2022, the City Council authorized the City Manager to execute Amendment No. 1 to the Agreement with AECOM Technical Services Inc., increasing the maximum compensation from $3 million to $11 million for additional program management services related to the System Expansion Plan. This authorization increased the total aggregate compensation for the ten (10) agreements to $33 million. On October 4, 2022, the City Council authorized the City Manager to negotiate and execute amendments to the ten (10) agreements, resulting in a new total aggregate compensation of $50 million.

On September 28, 2021 (Council Item 21-871), the Council accepted SVP's Three-Year Growth Plan Strategy which identified $300 million of proposed projects to install new facilities and to replace aged infrastructure with higher capacity infrastructure on an as-needed basis. On November 15, 2022 (Council Item 22-1172), the City Council accepted SVP's System Expansion Plan for the California Independent Operator's (CAISO) Transmission Planning Process (TPP) FY2023/24 (SVP System Expansion Plan TPP FY2023/24).

In the SVP System Expansion Plan TPP FY2023/24, SVP anticipates a peak system load of 819MW in 2025 and peak load of 1,306 MW in 2032. Compared to the 2022 peak load of 702 MW, this projection represents an increase of nearly 117 MW by 2025. SVP System Expansion Plan TPP FY2023/24 identifies both near-term and ten-year improvements required for SVP to maintain electric service reliability with consideration of the projected load growth. The SVP System Expansion Plan TPP FY2023/24 provides detailed information and a technical basis for the completed analysis, including a summary of proposed projects. These projects are in addition to those previously presented to Council. To maintain electric service reliability and meet project growth, SVP requires engineering support in three areas: (1) System Expansion Planning, (2) General Consulting, and (3) Plan Implementation.

DISCUSSION
Under its agreement with the City, ECI has provided consultant support for the CAISO's Annual TPP and completed a Three-Year Growth Plan Strategy. SVP requires additional related services from ECI, including, (1) a twenty-year long-term strategy plan for system growth; and {2) support for upcoming CAISO TPP studies. The twenty-year long-term strategy plan and study will address, among other things, reach codes (local energy code amendments intended to strengthen emissions reductions) and impacts of electrification and decarbonization to SVP's transmission and distribution electrical systems. To complete these additional services, SVP will require an increase in the maximum compensation of the ECI agreement for the system expansion plan from $850,000 to $1,500,000 and extension of the term through December 31, 2025.

The System Expansion Plan has led to a significant increase in the SVP's Capital Improvement Project (GIP) backlog. Managing and delivering these projects from detailed design through construction necessitates the augmentation of staff by hiring outside engineering firms who possess the necessary technical knowledge and expertise to support SVP. For example, the System Expansion Plan includes the following proposed projects as well as other projects not listed:
• NRS Transformer and Breaker Upgrades
• Kifer Receiving Station (KRS) & Scott Receiving Station (SRS) Rebuild and Replacement • NRS-KRS 115kV Line Replacement
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• South Loop Reconductor
• Northwest Loop Capacity Upgrade
• Walsh-Uranium 60kV Reconductor
The proposed projects include replacement of aging infrastructure and installation of new facilities to allow higher internal system capacity. These projects will include the addition of new internal 60kV transmission loops and implementation of reliability upgrades, including replacing or reconductoring transmission lines. For the new 60kV loops, it is important to note that the first step in the process is to determine technical feasibility (design). Additional CAISO transmission capacity would be required to fully take advantage of the increased internal capacity.

As identified in the Three-Year Growth Plan Strategy and SVP System Expansion Plan TPPFY2023/24, the combined cost of these CIP projects is estimated at nearly $500 million. Of this total amount, approximately 20% to 25% is attributed to engineering services such as design and construction management. In addition, to ensure that dedicated developer substations are built to SVP standards and connect properly to SVP's electric system, SVP provides engineering services to developers who design and build their own substation with costs recovered from those developers.

ENVIRONMENTAL REVIEW
These proposed actions involve the approval of amendments to existing agreements for program and project management services. Any associated capital improvements have been or will be evaluated under the California Environmental Quality Act ("CEQA"). Therefore, the proposed actions and do not constitute a "project" within the meaning of CEQA pursuant to section 15061 (b)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment.

FISCAL IMPACT
Sufficient funds for these amendments are included in the capital budget for each project for Fiscal Year 2023/2024. Funding for specific projects is allocated in the Electric Utility Fund in the FY2023/24 Capital Improvement Budget, such as the NRS Transformer and Breaker Upgrades (CIP 2454), NRS-KRS 115kV Line {CIP 2455), KRS Rebuild and Replacement (CIP 2453), Laurelwood Substation {CIP 2443), Democracy Substation (CIP 2464), Transmission Loop 1 (CIP 2459), and Transmission Loop 2 (CIP 2463). Additional budget appropriations will be required for the Transmission Loop projects. Required actions will be brought forward to City Council for approval of the project and associated budget after design. It is anticipated that costs will be recovered through developer contributions. As the System Expansion Plan and design and construction of developer City of Santa Clara Page3 of4 Printed on 7/14/2023
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funded substations progress, the costs and timelines will be revised and updated, and budget adjustments will be requested at that time if required.

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

PUBLIC CONT ACT
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 prfor to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

2. Authorize the City Manager to negotiate and execute amendments to the following Agreements for Design Professional Services (Master Agreements) for Silicon Valley Power's System Expansion Plan with an additional aggregate maximum compensation of $30 million for a new aggregate maximum compensation of $80 million funded by the Electric Utility Capital Fund and allocated as SVP may require, subject to the appropriation of funds: (A) general consulting services with; (i) Advisian Worley Group; (ii) TRC Solutions, Inc.; (iii) Leidos Engineering LLC; (iv) Flynn Resource Consultants, Inc.; and (v) EN Engineering LLC; and (B) For plan implementation services with: (i) Burns & McDonnell Engineering Company, Inc. (formerly 1898 & Co.); (ii) TRC Solutions, Inc.; (iii) ECI; (iv) AECOM Technical Services, Inc.; and (v) Stantec Consulting Services Inc

4. All amendments included in this authorization shall be subject to the review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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Ebix Insurance No. S200001751
AMENDMENT NO. 3

TO THE AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ELECTRICAL CONSULTANTS, INC.

PREAMBLE
This agreement ("Amendment No. 3") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Electrical Consultants, Inc. a Montana corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties".

RECITALS
A The Parties previously entered into an agreement entitled "Agreement for Design Professional Services by and Between the City of Santa Clara, California, and Electrical Consultants, Inc." dated September 16, 2021 (Agreement) for the purpose of having Contractor provide plan implementation and project management services as requested by the City to support capital, operations, and maintenance projects for Silicon Valley Power (SVP); and B. The Agreement was previously amended by Amendment No. 1, dated May 26, 2023, and Amendment No. 2, dated December 11, 2023, The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties now wish to amend the Agreement as Amended to 3 to update the hourly rates.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Tabe B-1 - Hourly Rates of Exhibit B of the Agreement as Amended is hereby deleted in its entirely and replaced with the attached Table B-1 "Hourly Rates - Amend May 1, 2024, which is hereby incorporated into this Agreement as Amended.

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

Amendment No. 3 to AgreemenUElectrical Consultants, Inc.

Rev. 10/25/19

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City Council and Authorities ConcurrentAugust 18, 2026

City Council and Authorities Concurrent
August 18, 2026