38077.00180\31932669.6 C2
12 list of all City holidays can be found here: City of Milpitas Holiday Closures | Milpitas, CA.
Building Inventory
Building
Name/Address
Service
Hours
Service Days/Week Approx.
Sq. Ft.
City Hall
455 E. Calaveras Blvd.
5:00 p.m.- 12:00 a.m. Monday-Friday 96,000
Public Works / IT
1265 N. Milpitas Blvd.
5:00 p.m.- 12:00 a.m. Monday-Friday 15,400
Main Fire Station No. 1
777 S. Main St.
6:00 p.m. - 9:00 p.m. Monday-Friday 2,800
Milpitas Sports
Center/Annex
1325 E. Calaveras Blvd
9:00 p.m. - 12:00 a.m. Monday-Sunday 28,619
Library Parking Garage
160 N. Main St.
5:00 p.m.- 12:00 a.m. Monday-Sunday 126,131
DAY PORTER SERVICES - ADD ALTERNATE
Contractor shall provide specialized day porter services Monday-Friday between the hours of 6:30 a.m.
And 3:30 p.m. To respond to janitorial emergencies, monitoring and replenishing City restrooms, ensuring all exterior and interior entrances are clean to prevent soil and moisture deposits over high traffic areas and other cleaning as necessary. Day Porter services will be provided at all City facilities.
SUPPLIES & EQUIPMENT
Contractor shall furnish all cleaning materials, supplies, and equipment which is required to perform the cleaning assignments outlined in this Scope of Work.
Contractor shall supply all necessary equipment required to provide the services mentioned including, but not limited to, vacuums, carts, mops, dust mops, cleaning chemicals, and specialized equipment. Janitorial closets are available at some locations. Locations with janitorial closets will be presented at the mandatory walk‐through.
Contractor shall be prepared to service all City facilities with Contractor‐supplied equipment. All materials and supplies shall be of commercial quality only and no additional charges shall be made by the contractor for providing and maintaining materials and equipment consistent with providing the services described in Attachment A.1 Schedule of Services.
Contractor shall comply with all regulations and safety precautions listed on the product and equipment labels.
1. All products used on City facilities will be at the sole discretion and approval of City Project Manager or their designee. Contractor shall supply list of all cleaning products used at City facilities annually for review and acceptance by City Project Manager or their designee. Any changes to the products must be reviewed by the Project Manager or their designee. Please see Attachment B Environmentally Required
38077.00180\31932669.6 C2
13 Janitorial Services, Cleaners, Methods, and Supplies.
2. The contractor shall furnish and keep in good working order all necessary tools and equipment such as, but not limited to cleaners, mops, brooms, buffers, ladders, hoses, vacuums, etc. All supplies and/or equipment used by the contractor must be approved by the City Project Manager or their designee. Any non-complying equipment or supplies shall be changed out at the request of the City Project Manager or their designee. Janitorial closets areas shall be kept clean, free of debris and odor at all times. All supplies and equipment shall be stored in a neat and orderly manner and in such a way as to prevent injury to City or contractor's employees. An equipment inventory is to be kept with the contractor's onsite supervisor.
3. Contractor shall fill all restroom dispensers daily and in the proper manner per manufacturer specifications with the following products which shall be provided by the City: toilet tissue; paper hand towels; toilet seat covers; trash can liners; liquid hand soap; sanitary napkins.
SITE SUPERVISOR
1. The Contractor will assign a Site Supervisor to provide supervision during all scheduled cleaning hours Monday – Sunday and special work assignments upon written request of City Project Manager or their designee. The janitorial supervisor will be required to fluently speak, read, write, and understand English. Weekly janitorial supervisor's reports are to be submitted to the City Project Manager or their designee noting any building deficiencies needing correction.
2. The Site Supervisor shall carry a cell phone by which the City staff will be able to communicate with him/her. Contractor’s staff shall not use any City phone except for reporting an emergency to 911.
3. The Contractor shall provide a list of all employees assigned to each work site. The list shall include name, address, phone number and driver's license number. Also required will be the employee's work schedule and assignment. This list shall be kept current and provided by Contractor at each monthly coordination meeting.
4. All employees shall satisfactorily pass a City background screening before working at any facility.
EMPLOYEE CONDUCT
Employees of the Contractor while performing work under this contract, WILL NOT:
1. Be accompanied in their work area by acquaintances, family members, assistants, or any other person unless such person is an on-duty authorized Contractor employee.
2. Remove any City property or personal property, equipment, monies, or any other items from the buildings.
3. Engage in horseplay or loud, boisterous behavior.
4. Be under in the influence of alcohol or drugs.
5. Gamble in any way on City property.
6. Smoke in any building or smoke within 25 feet of any City building or facility.
7. Turn on or use any equipment other than City supplied or Contractor's, such as City’s computers, typewriters, copiers, fitness equipment, or radios, etc.
8. Use any City telephone except to report an emergency to 911.
9. Open any desk, file cabinet, drawer, or storage cabinet.
10. Remove any items from offices or desks.
11. Consume any food or beverage, other than that brought with or purchased by the employee, and in only in areas designated as break or lunchrooms.
12. Engage in non-work-related conversations with City employees, government officials or the public.
EMPLOYEE TRAINING
38077.00180\31932669.6 C2
14 The Contractor shall provide to its employees' environmental, health and safety training to ensure compliance with all federal, state and local laws or regulations. Training documents must be made available, if/when requested by the City.
EMPLOYEE REMOVAL
The Contractor shall remove from service on the premises of the City any employee of the Contractor who, in the opinion of the City, is not performing the services in a proper manner, or who is incompetent, disorderly, abusive, dangerous, or disruptive, or does not comply with rules and regulations of the City.
Contractor shall in no way interpret such removal to require dismissal or other disciplinary action of the employee.
EMPLOYEE APPEARANCE & IDENTIFICATION
Contractor personnel shall present a neat appearance and be easily recognized as Contractor employees.
The Contractor shall provide each employee with an identification badge and uniform. The badge shall include the employee's photograph, employee’s first and last name, and Contractor's name. The uniform and identification shall be available prior to entering any City building and shall be worn at all times while working in the City. The uniform at a minimum shall be a uniform shirt with the Contractor's name or logo on it.
MEETINGS, REPORTING, & INSPECTIONS
1. Meetings, Reporting and Inspections
The Contractor's account manager and janitorial supervisor will meet with the City Project Manager and/or their designee at a monthly coordination meeting to review work sites to ensure compliance with all contract Specifications.
2. Building Control Log: The Contractor’s janitorial supervisor will be responsible for maintaining a "Building Control Log" which will be the focal point for communications. The contractor's staff will be responsible for signing in daily on the log and sharing work related comments for analysis. This log will be reviewed at the monthly coordination meeting.
3. Status Reports: A report is to be given to the City Project Manager or their designee daily if, and when, unusual circumstances arise; e.g., suspicious people are observed, lighting inoperable, etc. This report shall be emailed to City Project Manager or their designee as soon as possible.
4. Regular Inspections: The Contractor's account manager and janitorial supervisor will meet with the City Project Manager or their designee in addition to the Monthly Coordination Meeting as needed.
SPECIAL ASSIGNMENTS
The Contractor can expect to support special events during and outside of normal duty hours for special functions at the City facilities for open houses, rentals or dignitary visits, etc. The Contractor shall adjust the service schedule so that these services will be performed after the event. In cases where the work is out the normal work schedule, the Contractor shall quote all hourly rates per person for the special assignment to the City Project Manager or their designee in writing for approval by the City Project Manager or their designee.
KEY CARDS & KEYS
Contractor will be required to have available the keys and key card provided by the City at all times while providing service to the City. All doors are to be unlocked and locked as required by each building's specification. The contractor is responsible for after-hours security during performance of janitorial duties.
All doors must be locked and shut during the performance of said duties.
38077.00180\31932669.6 C2
15 Lost keys or card-keys will be replaced by the contractor at the rate of Fifty Dollars and Zero Cents ($50.00) per key or card-key, and the contractor will be financially responsible for all costs of re-keying any or all locks affected by lost keys in his/her control.
CITY EQUIPMENT
City equipment such as computers, fax machines, telephones (except in the case of reporting an emergency to 911), copiers, TV’s and other City equipment are prohibited from any use by Contractor for any reason.
Contractor will be financially responsible for any loss, damages, or accrued charges for any unauthorized and/or inappropriate usage this equipment.
CARE OF BUILDINGS
The Contractor and all employees shall regularly observe general conditions of all building areas and report problems to employee's supervisor. In case of emergency, the Contractor's employees shall notify the City's Dispatch by dialing 408-586-2400, then by calling the Project Manager or their designee immediately.
GENERAL GUIDELINES FOR CLEANING IN CITY BUILDINGS
Please refer to Attachment A.1 Schedule of Services.
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16 Building Amenities Matrix
Facility Name
ElevatorsStairwellsClassroomsOffice & WorkstationsConference RoomsRestroomsKitchenBreakrooms & KitchenettesBalconies & PatiosFitness RoomParking GarageShowers & Locker Rooms City Hall
Milpitas Sports
Center/Annex
Public Works/IT &
Corp Yard
Library Parking
Garage
Fire Station #1
Admin
38077.00180\31932669.6 C2
17 EXHIBIT “B”
SCHEDULE OF SERVICES
GENERAL GUIDELINES
Service Description Frequency
Check entire facility on arrival and correct any deficiencies Daily Report any occurrence that may be out of the ordinary Daily Keep all access doors locked while cleaning Daily
Lock all doors and leave only designated lights on Daily Keep janitorial closets neat and orderly Daily
Gather waste from trash cans and recycle bins, place in specific dumpsters Daily Clean trash receptacles, replace soiled liners in trash cans Daily Clean lobby doors and glass inside and out Daily
Clean all lobby entryway and mats (interior and exterior) Daily Clean receptionist countertop and area Daily
Wipe down drinking fountains Daily
Spot clean all glass doors and lobby areas that are visible to the general public. Daily Clean door hardware and frames inside and out Daily
Spot clean fingerprints on light switches and doors Daily Dust handrails Daily
Wipe tables and chairs Daily
Sweep and mop all hard surfaces Daily
Vacuum all carpeted areas Daily
Clean and polish door kick plates and thresholds Weekly Dust all cleared work surfaces and low partition walls Weekly High dust all cleared horizontal surfaces Weekly
Clean baseboards Monthly
Clean and dust all overhead light fixtures and vents Monthly Detail dust window ledges, blinds, picture frames, moldings, bulletin boards, etc. Monthly Clean all windows interior and exterior to a height of 8 feet (squeegee) Monthly Vacuum upholstered furniture Monthly
Wash all interior glass above a height of 8 feet (squeegee) Quarterly
LOBBIES & COMMON AREAS
Service Description Frequency
Wipe handrails Daily
Clean, dust and polish furniture Daily
Align furniture Daily
38077.00180\31932669.6 C2
18 CITY COUNCIL CHAMBERS/CONFERENCE ROOMS
Service Description Frequency
Clean and dust A/V equipment Daily
Wipe down and disinfect tables, furniture, counters, and sinks. Daily Align furniture Daily
Clean, dust and polish furniture Weekly
OFFICE & WORKSTATION AREAS
Service Description Frequency
Align furniture Daily
Clean, dust and polish furniture Daily
Clean window ledges and partitions Weekly
CLASSROOMS
Service Description Frequency
Wipe down and disinfect tables, counters, and sinks. Daily Fill all dispensers to manufacturer's specifications Daily Align furniture Daily
BREAK ROOMS/KITCHENETTES/BALCONIES/PATIO AREAS
Service Description Frequency
Wipe down dining area and patio tables and chairs Daily Wipe clean counter tops, sinks and cabinets Daily
Replenish paper towels and soap to manufacturer's specifications Daily Clean all patios and balconies floors Daily
Wipe down interior and exterior of microwave Daily
Wipe down exterior of refrigerator Daily
Clean and dust balcony walls Weekly
Wipe down interior of refrigerator Weekly
38077.00180\31932669.6 C2
19 RESTROOMS/SHOWERS/LOCKER ROOMS
Service Description Frequency
Clean and polish all stainless-steel dispensers Daily
Empty, clean, polish & disinfect sanitary napkin receptacles Daily Fill all dispensers to manufacturer's specifications Daily Clean and sanitize all fixtures, handles, toilets and urinals Daily Clean and polish mirrors Daily
Clean and disinfect all doors, partitions, and vanity surfaces Daily Clean and sanitize all floor mats Daily
Wipe down shower walls Daily
Clean and disinfect walls Weekly
Clean and flush floor and shower drains with drain cleaner Weekly Clean lockers and walls Weekly
Clean and polish all doors and hardware. Monthly
Machine scrub all shower and restroom floors. Monthly
Detail clean grout lines in walls and/or floors (steam) Monthly
KITCHEN
Service Description Frequency
Wipe clean counter tops, sinks and cabinets Daily
Replenish paper towels and soap to manufacturer’s specifications Daily Wipe down interior and exterior of microwave Daily
Wipe down exterior of refrigerator Daily
Wipe down interior of refrigerator Weekly
Wipe down exterior of oven Weekly
Power wash, disinfect, and dry floor mats (Senior Center kitchen) 2x Week Clean interior of oven Monthly
FITNESS AREAS
Service Description Frequency
Clean, wipe, dust, and sanitize all exercise equipment Daily Sweep or dust mop and damp mop all floor surfaces Daily Spot clean window and mirror glass (prints & smudges) Daily Fill all dispensers to manufacturer's specifications Daily Fully clean all windows and mirrors Weekly
38077.00180\31932669.6 C2
20 ELEVATORS
Service Description Frequency
Wipe handrails Daily
Clean elevator cabs, doors, and button panels Daily
Vacuum or mop cab floor Daily
Clean elevator tracks Weekly
Extract carpet or machine scrub hard surfaces in cab floor Quarterly
STAIRWELLS
Service Description Frequency
Wipe handrails Daily
Sweep stairs and landings Daily
Damp mop landings Daily
Strip and wax stairs and landings (stairwells in buildings) Quarterly Pressure wash stairwells (Library Garage only) 2x Month
PARKING GARAGE/OVERPASS
Service Description Frequency
Gather waste from all trash cans and recycle bins, place in specific dumpsters Daily Clean and dust stairwell ledges, rails and landings Daily Check entryways, parking lot and stairwell for debris and remove Daily High dust, remove cobwebs Daily
Clean elevator cabs, doors, and button panels polish inside and out Daily Mechanical sweep of parking lots Monthly
Clean/Dust/Wipe Emergency Call Boxes 2x Month
Pressure washing parking lot in high traffic areas (near elevators, stairwells, entrances) and to remove stains in the parking lot. (Library Garage only) 2x Month
HARD FLOOR CARE
Service Description Frequency
Sweep and/or dust mop all hard floor surfaces Daily
Damp mop all hard floor surfaces Daily
Sweep, damp mop and disinfect all restroom and shower floors Daily Machine scrub all stone, concrete and ceramic/tile floors. Monthly Spray buff VCT areas. Monthly
Strip & wax VCT areas Quarterly
Strip and seal all stone, concrete and ceramic/tile floors 2x Year
38077.00180\31932669.6 C2
21 CARPET FLOOR CARE
Service Description Frequency
Vacuum all carpet. Daily
Spot clean high traffic area carpets. Daily
Spot clean all other carpet. Weekly
Detail vacuum edges, under desks & around furniture Monthly Carpet Bonnet buff high traffic carpets Quarterly
Shampoo & extract carpets 2x Year
WINDOW WASHING
Service Description Frequency
Wash all exterior perimeter glass 8’ and higher 2x Year Sports Center – Clean interior and exterior glass surrounding the pool. (JuneAug.)Daily
38077.00180\31932669.6 C2
22 EXHIBIT “C”
COMPENSATION
Pricing Table – Year 1
Building Name/Approx
Square Footage
Time Allotment
(hrs/week)
Labor
($/hr)
Weekly Total
($/week)
Monthly Total
Cost
Annual Total
Cost
City Hall
96,000 sq ft
80 $38.50 $3,080.00 $14,500.00 $174,000.00
Public Works / IT
15,400 sq ft
17.5 $38.50 $673.75 $2,926.00 $35,112.00
Main Fire Station No. 1
2,800 sq ft
7.5 $38.50 $288.75 $1,254.00 $15,048.00
Milpitas Sports
Center/Annex
28,619 sq ft
45.5 $38.50 $1,751.75 $7,608.00 $91,296.00
Library Parking Garage
126,131 sq ft
28 $38.50 $1,078.00 $4,682.00 $56,184.00
Totals $6,872.25 $30,970.00 $371,640.00
Add Alternates
Day Porter Service 45 $38.50 $1,732.50 $7,507.50 $90,090.00 Year 1 Grand Total $8,604.75 $38,477.50 $461,730.00
Pricing Table – Year 2
Building Name/Approx
Square Footage
Time Allotment
(hrs/week)
Labor
($/hr)
Weekly Total
($/week)
Monthly Total
Cost
Annual Total
Cost
City Hall
96,000 sq ft
80 $40.43 $3,234.40 $14,015.73 $168,188.80
Public Works / IT
15,400 sq ft
17.5 $40.43 $707.52 $3,065.94 $36,791.30
Main Fire Station No. 1
2,800 sq ft
7.5 $40.43 $303.22 $1,313.97 $15,767.70
Milpitas Sports
Center/Annex
28,619 sq ft
45.5 $40.43 $1,839.56 $7,971.44 $95,657.38
Library Parking Garage
126,131 sq ft
28 $40.43 $1,132.04 $4,905.50 $58,866.08
Totals $7,216.74 $31,272.58 $375,271.26
Add Alternates
Day Porter Services 45 $40.43 $1,819.35 $7,883.85 $94,606.20 Year 2 Grand Total $9,036.09 $39,156.43 $469,877.46
38077.00180\31932669.6 C2
23 Pricing Table – Year 3
Building Name/Approx
Square Footage
Time Allotment
(hrs/week)
Labor
($/hr)
Weekly Total
($/week)
Monthly Total
Cost
Annual Total
Cost
City Hall
96,000 sq ft
80 $42.45 $3,396.00 $14,716.00 $176,592.00
Public Works / IT
15,400 sq ft
17.5 $42.45 $742.87 $3,219.12 $38,629.50
Main Fire Station No. 1
2,800 sq ft
7.5 $42.45 $318.37 $1,379.62 $16,555.50
Milpitas Sports
Center/Annex
28,619 sq ft
45.5 $42.45 $1,931.47 $8,369.72 $100,436.70
Library Parking Garage
126,131 sq ft
28 $42.45 $1,188.60 $5,150.60 $61,807.20
Totals $7,577.31 $32,83506 $394,020.90
Add Alternates
Day Porter Services 45 $42.45 $1,910.25 $8,277.75 $99,333.00 Year 3 Grand Total $9,487.56 $41,112.81 $493,353.90
Pricing Table – Year 4
Building Name/Approx
Square Footage
Time Allotment
(hrs/week)
Labor
($/hr)
Weekly Total
($/week)
Monthly Total
Cost
Annual Total
Cost
City Hall
96,000 sq ft
80 $44.57 $3,565.60 $15,450.93 $185,411.20
Public Works / IT
15,400 sq ft
17.5 $44.57 $779.97 $3,379.89 $40,558.70
Main Fire Station No. 1
2,800 sq ft
7.5 $44.57 $334.27 $1,448.52 $17,382.30
Milpitas Sports
Center/Annex
28,619 sq ft
45.5 $44.57 $2,027.93 $8,787.71 $105,452.62
Library Parking Garage
126,131 sq ft
28 $44.57 $1,247.96 $5,407.82 $64,893.92
Totals $7,955.73 $34,474.87 $413,698.74
Add Alternates
Day Porter Services 45 $44.57 $2,005.65 $8,691.15 $104,293.80 Year 4 Grand Total $9,961.38 $43,166.02 $517,992.54
38077.00180\31932669.6 C2
24 Pricing Table – Year 5
Building Name/Approx
Square Footage
Time Allotment
(hrs/week)
Labor
($/hr)
Weekly Total
($/week)
Monthly Total
Cost
Annual Total
Cost
City Hall
96,000 sq ft
80 $46.80 $3,744.00 $16,224.00 $194,688.00
Public Works / IT
15,400 sq ft
17.5 $46.80 $819.00 $3,549.00 $42,588.00
Main Fire Station No. 1
2,800 sq ft
7.5 $46.80 $351.00 $1,521.00 $18,252.00
Milpitas Sports
Center/Annex
28,619 sq ft
45.5 $46.80 $2,129.40 $9,227.40 $110,728.80
Library Parking Garage
126,131 sq ft
28 $46.80 $1,310.40 $5,678.40 $68,140.80
Grand Total $8,353.80 $36,199.80 $434,397.60
Add Alternates
Day Porter Services 45 $46.80 $2,106.00 $9,126.00 $109,512.00 Year 5 Grand Total $10,459.80 $45,325.80 $543,909.60
38077.00180\31932669.6 C2
25 EXHIBIT “D”
INSURANCE REQUIREMENTS
Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Consultant’s Agreement.
Contractor or Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors.
Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements.
Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Consultant’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
Commercial General Liability (CGL):
___ Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. _X_ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
Automobile Liability:
_X_ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage. ___ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single liit for bodily injury and property damage.
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26 ___ Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven.
Professional Liability (Errors and Omissions):
___ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. ___ (If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate.
___ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than ______ per occurrence or claim, ______ aggregate
Workers’ Compensation Insurance:
_X_ Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees) The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees.
Builder’s Risk (Course of Construction):
___ Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment.
The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.
Contractor’s or Consultant’s Pollution Legal Liability:
___ Contractor’s or Consultant’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate.
If the Contractor or Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Cyber Liability Insurance
___ Cyber Liability Insurance with limits not less than $1,000,000 per claim.
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27 Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security.
The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.
Surety Bonds:
Contractor shall provide the following Surety Bonds:
____ Bid Bond
____ Performance Bond
____ Payment Bond
The Payment Bond and Performance Bond shall be in a sum equal to the contract price. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.
Other Insurance Provisions:
The insurance policies are to contain, or be endorsed to contain the following provisions:
_X_ Additional Insured Status and Primary/Non-Contributory Language:
Contractor’s general liability and automobile liability policies shall be primary and shall not seek contribution from the City’s coverage and be endorsed to add the City and its elected and appointed officials, officers, attorneys, agents employees and volunteers as additional insureds under such policies using Insurance Services Office form CG 20 10 (or equivalent) on the general liability policy. For construction projects, an endorsement providing completed operations coverage for the additional insured on the general liability policy, ISO form CG 20 37 (or equivalent), is also required.
The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
___ Loss Payee Status – Builder’s Risk/Course of Construction Insurance (applicable to Construction Contracts only)
Contractor or Consultant may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. _X_ Notice of Cancellation, Suspension or Otherwise Voiding Policies:
Each insurance policy required above shall contain or be endorsed to contain that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except with thirty (30) days’ prior written notice by certified mail, return receipt requested to the City.
38077.00180\31932669.6 C2
28 _X_ Waiver of Subrogation:
Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors.
___ Completed Operations
For Construction Agreements, Contractor shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of this project. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor.
THE FOLLOWING PROVISIONS APPLY TO ALL AGREEMENTS
Deductibles and Self-Insured Retentions (“SIR”):
Any deductibles or self-insured retentions must be declared to and approved by City. The City may require the Contractor or Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees; or (2) the Contractor or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
All SIRs must be disclosed to Risk Management for approval and shall not reduce the limits of liability.
Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City.
City reserves the right to obtain a full-certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.
Acceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to City.
Claims Made Policies: (note - should be applicable only to professional liability, see below)
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract of work.
38077.00180\31932669.6 C2
29 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor or Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
5. If the services involve lead-based paint or asbestos identification/remediation, the Contractor’s Pollution Liability Policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability Policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Subcontractors:
Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents. Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any sub-subcontractor to the extent they apply to the scope of the subsubcontractor’s work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request.
Verification of Coverage:
Contractor or Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
Failure to Comply:
Each insurance policy required above shall contain or be endorsed to contain that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers, attorneys, agents, and employees.
Applicability of Coverage:
38077.00180\31932669.6 C2
30 Each insurance policy required above shall contain or be endorsed to contain that the Contractor’s or Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
PURCHASING DIVISION
RFP FOR: Janitorial Services
RFP NO: 24-036
DUE DATE: November 10, 2023
BUYER: R. Yamashita
Imperial Maintenance Services, Inc. 8830 Cherry Hills PlaceStockton, CA 95209Executive Facility Services, Inc1228 San Gabriel CourtWatsonville, CA 95076Karlas Janitorial & Suppliers, LLC1485 Bayshore Blvd, MB 205San Francisco, CA 94124Nova Commercial Co, Inc. PO Box 759Hayward, CA 94543Quality Cleaning Professionals. LLC111 N. Market Street San Jose, CA 95113EcoBrite Services2795 W. Executive Parkway Suite 141Lehi, WA 84043Impec Group LLC3350Scott Blvd #8Santa Clara, CA 95045Joncowest268 N. Lincoln Ave Suite 8Corona, CA 92882Premier Property Preservation, LLC 7449 Studio Road West Hills, CA 91304Z&C ServicesPO Box 18032Irvine, CA 92604 1 2 3 4 5 6 7 8 9 10
Final Score 81.83 64.17 58.67 68.17 68.5 * * * * **
* Disqualified – incomplete
proposal/minimum requirements not met
** Disqualified -- Did not attend the
mandatory bid walk
**Pending BID AWARD NOTICE** City Council Date: December 5, 2023 Pending AWARD TO: Imperial Maintenance Services, Inc.
CODE KEY: INA = Information Not Available NS = Not Stated NB = No Bid DY = Days WK = Weeks HR = Hours
City of Milpitas, California
BUDGET CHANGE FORM
From (Credit) To (Debit)
Type of Change
Account Amount Account Amount
Check one:
Budget
Appropriation
Budget Transfer
100-2902 $50,000 100-3999 $50,000
Recommendation:
1. Approve and authorize the City Manager to execute an agreement with Imperial Maintenance Services, Inc. for a five-year term in an amount not-to-exceed $2,486,863.50 to provide janitorial services for city facilities, subject to the annual appropriation of funds; and
2. Approve a budget amendment to appropriate $50,000 to the Department of Public Works FY 2023-24 Operating Budget.
BACKGROUND:
The Public Works Facilities Division is responsible for the maintenance of 12 City-owned buildings that require janitorial services, five (5) of which are serviced via contract: City Hall, Sports Center, Library Parking Garage, Fire Station #1 Administration, and the Public Works Administration and Corp Yard.
On December 11, 2018, the City entered into a contract with Nova Commercial, Inc. to perform janitorial services for city facilities for a five-year contract term which is set to expire on January 6, 2024. In order to provide continued janitorial services for city buildings, a Request for Proposals (RFP) was issued to solicit proposals from qualified vendors. The bid included a base bid of the five (5) existing buildings, add alternates for the remaining seven (7) buildings , as well as requesting quotes for the provision of day porter services. The base bid estimates range from $1,989,028 to $3,692,929 for a five (5) year term. The add alternate locations that were advertised were deemed too cost-prohibitive (and therefore will continue to be maintained by staff) to include in the award. Prices for these additional sites ranged from a low of $1,861,004 to a high of 3,037,728 for a five (5) year term.
ANALYSIS:
On October 24, 2023, the City issued RFP 24-036 for Janitorial Services for city facilities. The RFP was publicly noticed in accordance with the City’s municipal code and advertised on the city’s website. A mandatory bid walk was held on November 1, 2023, with nineteen (19) contractors in attendance. Ten (10) bids were received at the bid close on November 10, 2023. Five (5) of the bids were disqualified for being non-responsive with the required submittals. Five (5) bids were reviewed and rated with Imperial Maintenance Services, Inc. receiving the top rating with a final score of 81.83.
The evaluation committee reviewed proposals based on the following weighted criteria:
1. Overall proposal – 10%
2. Technical competence and experience – 20%
3. Proposed compensation – 25%
4. Operation plan – 30%
5. Financial condition and resources – 10%
6. References – 5%
Bid Proposal Scoring
Bid Proposer Final Score
1 Imperial Maintenance Services, Inc 81.83
2 Quality Cleaning Professionals, LLC 68.5
3 Nova Commercial Co, Inc 68.17
4 Executive Facility Services, Inc 64.17
5 Karla’s Janitorial & Suppliers, LLC 58.67
6 EcoBrite Services Disqualified
7 Impec Group, LLC Disqualified
8 Joncowest Disqualified
9 Premier Property Preservation, LLC Disqualified
10 Z&C Services Disqualified
Bid Proposal Cost
Bid Proposer Base Bid Total
Cost
(5-Year)
1 Imperial Maintenance Services $1,989,028.50
2 Karla’s Janitorial & Suppliers, LLC $2,206,646.40
3 Quality Cleaning Professionals, LLC $2,472,834.00
4 Nova Commercial Co, Inc $2.819.928.76
5 Executive Facility Services, Inc $3,058,179.48
In addition to the routine services for the five (5) City buildings (and the remaining seven buildings as add alternates), staff had also solicited day porter services to enhance cleaning throughout all the sites. Imperial Maintenance Services, Inc.’s proposal for day porter services $497,835 over a five (5) year contract term. The proposed day porter service would be provided Monday-Friday from 6:30am-3:30pm to address any janitorial emergencies, restocking of restrooms, and ensure that all facilities are attended to until staff begin their custodial shift at 2PM each afternoon. The day porter service is not restricted to the five base bid buildings but, rather, will be provided to all 12 buildings. There is currently little, if any, janitorial services being provided throughout the facilities for much of the day until staff begin their shift so this is deemed to be a favorable service enhancement.
Staff recommends the City Council award the contract for janitorial services to Imperial Maintenance Services, Inc. to include the base bid and day porter services as an add alternate and authorize the City Manager to execute the agreement in an amount not to exceed $2,486,863.50. The pricing proposal is subject to annual adjustments of up to 5% in years 2-5 whereas the price increase is 1.8% between years 1 and 2.
POLICY ALTERNATIVE(S):
Alternative 1: Reject all bids and re-issue an RFP for janitorial services for City facilities.
Pros: None
Cons: Would result in a lag of janitorial services between the expiration of the current contract and the execution of a new one. Current staffing levels are inadequate to address this void.
Reason for Not Recommending: Not proceeding with the janitorial services would have an impact on the various departments operating within the buildings as well adversely affecting citizens visiting said facilities.
FISCAL IMPACT:
There is $388,133.00 budgeted for janitorial services in the FY 2023-24 Public Works Operating Budget, though $197,834.58 has been encumbered for Nova Commercial Co., Inc. to provide janitorial services through January 5, 2024.
For the remainder of FY 2023-24 it is estimated that an additional $50,000 will need to be appropriated to the Department of Public Works Operating Budget in order to accommodate the increase due to the recommended contract award to Imperial Maintenance Services, Inc. Funding for the remaining years of this contract will be subject to annual appropriations.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):
Per the definition provided in the California Environmental Quality Act (CEQA) Guidelines Section 15378, this action does not qualify as a project for the purpose of CEQA as this action has no potential to result in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
RECOMMENDATION:
1. Approve and authorize the City Manager to execute an agreement with Imperial Maintenance Services, Inc. for a five-year term in an amount not-to-exceed $2,486,863.50 to provide janitorial services for city facilities, subject to the annual appropriation of funds; and
2. Approve a budget amendment to appropriate $50,000 to the Department of Public Works FY 2023-24 Operating Budget.
ATTACHMENT(S):
(a) Agreement
(b) 24-036 Bid Tab
(c) Budget Change Form
Check if City Council Approval required. Meeting: December 5, 2023 Requested by: Department Head: Christian Di Renzo Date: December 5, 2023 Reviewed by: Finance Director: Lauren Lai Date: December 5, 2023 Approved by: City Manager: Ned Thomas Date: December 5, 2023 Date approved by City Council, if required: Confirmed by:
FI/24786/V Form 30-222 (Rev. 1/92)
CITY OF MILPITAS
AGENDA REPORT
(AR)
Item Title: Legislative Update from State Senator Aisha Wahab (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 12/5/2023
Recommendation: Accept the Legislative Update presentation from California State Senator Aisha Wahab.
BACKGROUND:
The office of California State Senator Aisha Wahab approached City staff with a request for Senator Wahab to provide a presentation to the Mayor and City Council on State Legislative Updates. City staff coordinated with Senator Wahab’s office to schedule this presentation for the December 5, 2023 City Council meeting.
ANALYSIS:
A copy of the presentation to be provided by California State Senator Aisha Wahab is attached to this agenda report.
POLICY ALTERNATIVE(S):
Not applicable
FISCAL IMPACT:
There is no fiscal impact to the City’s operating budget.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):
This item is not a project under the California Environmental Quality Act (CEQA) Guideline 15378(b).
RECOMMENDATION:
Accept the Legislative Update presentation from California State Senator Aisha Wahab ATTACHMENT(S):
(a) State Legislative Update Presentation provided by the Office of State Senator Aisha Wahab
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CITY OF MILPITAS
AGENDA REPORT
(AR)
Item Title: Receive a Presentation and Consider a Request from the Cities Association of Santa Clara County for Approval of a Joint Powers Agreement to Establish the Cities Association of Santa Clara County Joint Powers Authority (Staff Contact:
Ned Thomas, City Manager, 408-586-3059)
Category: Leadership and Support Services
Meeting Date: 12/5/2023
Recommendation: 1. Receive a presentation from the Cities Association of Santa Clara County
2. Consider approval of the proposed Joint Powers Agreement (“JPA”).
2. If approved, delegate authority to the City Council’s Cities Association of Santa Clara County Board (“CASCC Board”) representative to report approval of the JPA at the CASCC Board Meeting.
3. If approved, authorize the City Manager to execute the JPA.
Background:
Over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the Cities Association of Santa Clara County (CASCC) to improve cooperation and collaboration on issues of common interest. The intent was to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. In 1990, the Member Agencies entered into an agreement to provide some structure and outline the purpose and function of the CASCC, eventually adopting bylaws and operating as an unincorporated association.
In 2017, the CASCC began reviewing its organizational structure. In August 2020, the CASCC Board voted 12 ayes with three absences (Los Altos Hills, Monte Sereno, San José) to take the necessary steps to form a Joint Powers Agency (JPA). The vote took place after a presentation considering both a JPA and a 501(c)4. The presentation noted that:
• Since CASCC formation, California and federal law has changed. • CASCC was not originally registered as a governmental entity and attempts to do so with the IRS have been unsuccessful.
• CASCC is growing with respect to its involvement in projects of mutual interest (e.g., Planning Collaborative, SCSC Airplane Noise Roundtable, Silicon Valley Clean Energy, City Selection Committee).
Over the past two years, the CASCC has conducted outreach and solicited input on the proposed draft JPA Agreement. The CASCC circulated a draft agreement to all City and Town Attorneys in the County for their review and input and incorporated significant changes into the agreement. The Acting Executive Director and the General Counsel at the time attended two virtual meetings with most of the Town or City Attorneys or Assistant City Attorneys on September 14 and September 28, 2022. The entire JPA agreement was reviewed each time. A separate and additional meeting was held by the Santa Clara City Attorneys Roundtable on September 16, 2022, where the JPA document was again reviewed.
CASCC representatives presented a draft JPA Agreement at the Santa Clara County City Managers Association (“SCCCMA”) meeting on October 12, 2022. Following that meeting, the City Managers submitted a list of 17 questions regarding the JPA to CASCC representatives. Due to changes in CASCC over the last year, including a new General Counsel and the rotation of new City Council Board representatives, the answers to those questions were not completed until August 2023. These responses were circulated to the SCCCMA members (see Attachment B). On August 9, 2023, CASCC representatives again met with the SCCCMA to discuss previous questions, review the proposed JPA, and receive additional input.
On September 14, 2023 the Draft Agreement was considered by the CASCC Board. In response to various issues raised at the meeting, the CASCC Board directed that the Draft Agreement be revised to clarify that the JPA would not hire employees and to provide language allowing (but not requiring) the CASCC Board to appoint a working committee composed of professional staff from the Member Agencies to review new initiatives and provide input to the JPA Board. With these changes, the CASCC Board unanimously approved transmittal of the Draft Agreement to the City and Town Councils of the proposed Member Agencies for their consideration. The resulting draft JPA Agreement is provided as Attachment 1.
To form the JPA, a formal JPA Agreement must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join the JPA. To date, twelve cities in Santa Clara County have voted to support the new JPA, and formation of the new JPA is expected in February 2024.
On October 17, 2023, the Milpitas City Council considered the draft JPA Agreement as part of the consent agenda and approved staff recommendations regarding desired revisions to the draft JPA Agreement. Since most cities and towns in Santa Clara County have now voted to support the new JPA, Mayor Montano has requested that the Council reconsider the pros and cons of joining the new JPA.
Analysis:
Development of the proposed JPA Agreement has been led by CASCC’s Executive Board (to be renamed the Executive Committee with the proposed JPA). Executive Board members have spent significant time and effort, working with their Executive Director and General Counsel to draft the agreement, seek input, and respond to feedback to date. CASCC has incorporated many suggestions into the draft Agreement, and staff appreciates their effort to address the issues raised.
At present, CASCC operations are governed by a set of bylaws that have been in place for several years.
Upon formation of new JPA, Member Agencies represented on the governing board would work together to update the existing bylaws. In conjunction with the future bylaws for the Agency, the CASCC also plans to prepare a personnel policy handbook with policies that apply to the organization’s independent contractors and Board members. These policies may include topics such as safety-related policies and a policy prohibiting discrimination, harassment, and retaliation. As part of this policy development, the Agency would identify which entity or resources would administer these rules (for example, General Counsel or a third-party entity). By joining the JPA at the beginning, the City of Milpitas would have input on the bylaws and other key policy documents for the new organization.
Other Organizational Structures Considered
The CASCC previously considered both a 501(c)(4) nonprofit organization and a JPA. In 2020, the CASCC Board voted unanimously to create a joint powers authority based on factors such as time and cost of forming the new entity and the compatibility of the JPA government structure with the goals and purpose of the CASCC. Between 2020 and 2022, events have transpired that have underscored the need for indemnification, access to insurance, and that structure a JPA can afford its members.
Overview of Proposed Agreement
The JPA restates the same purposes expressed for the creation of the CASCC. Consistent with the Joint Exercise of Powers Act (Government Code section 6500 et seq.), the agreement defines the power and scope of the JPA and specifically prohibits the JPA from acquiring real property, levying taxes, hiring employees or exercising any eminent domain power. Under the proposed JPA, the CASCC Executive Board would be replaced by an Executive Committee. The Executive Committee may only take on those powers approved by the Authority’s Board of Directors. For example, the Executive Committee is not permitted to authorize any investigations into the business of the Authority without the Board's approval.
Like the CASCC, the JPA would also be charged with administering the City Selection Committee (“CSC”), which involves establishment of the application process, scheduling and holding meetings for appointments to be made, keeping track of committee and board appointments, terms, and resignations, coordinating with the County Clerk and disseminating meeting minutes, and troubleshooting where necessary. The CSC is a statemandated entity charged with making appointments to various regional and local boards and committees. Each
city and town in Santa Clara County will continue to participate in the CSC even if the city or town is not a member of CASCC. Appointments to the local boards and committees will be based on majority votes of the city/town CSC representatives.
Of note, the CASCC provides more benefits to its members beyond administering the CSC. The CASCC provides an opportunity for all 15 cities and towns in Santa Clara County to work together on regional issues, advocate at the county, regional and state levels, and provide a significant voice in policymaking at the state level. Notable achievements by the CASCC include the single-use plastic bag ban ordinances passed by all 15 cities and towns originated with the CASCC, the Healthy Cities Dashboard developed in conjunction with Santa Clara County Department of Public Health, delivery of a county-wide symposia on timely and important topics such as housing and sustainability, providing technical assistance to city staff for Housing Element Updates through the Regional Planning Collaborative, and providing feedback and endorsements for legislative bills under consideration. The CASCC is also a great way for representatives from the different cities to share ideas, create professional connections and collaborate on similar issues affecting all the cities and towns.
Advantages of Forming the JPA
1. As a governmental agency, the Agency would have access to insurance and risk pools that are not available to an unincorporated association.
2. The Agency may be a more attractive recipient of sponsorships and donations, potentially easing pressure on the budget and therefore on the Members (see Fiscal Impact section below).
3. The JPA clarifies liability issues and is drafted so that the entity indemnifies the members of the Agency.
4. The formation of the Agency would clarify the tax status of the organization.
Fiscal Impact:
The primary fiscal impacts are related to the future dues structure and cost allocation that would be associated with the JPA. Annual dues are based on the size of each Member Agency, and the JPA would continue this approach. Milpitas’ Membership Dues to CASCC in FY22-23 and FY23-24 were $19,665 and the dues were paid from City Council’s budget. The CASCC reported a budget of $293,403 total revenues and $212,159 total expenses for fiscal year FY2022-23.
The CASCC Board has expressed a desire not to increase the membership dues in light of current economic conditions. Therefore, for the FY24-25 membership dues, the Executive Director intends to propose a budget to the JPA Board of Directors that preserves the same dues structure as FY23-24 whereby each Member Agency will be asked to pay the same amount in dues as in previous years.
In the event not all 15 cities join the Agency, the budget proposal would preserve the same dues, but the JPA Board would be required to make some budget adjustments. The Executive Director would advise the Board on how the JPA budget may be revised, providing all relevant information and data. Also, after FY24-25, it is anticipated that an annual CPI adjustment would be recommended.
California Environmental Quality Act:
The action is an organizational or administrative activity of the City government that will not result in direct or indirect physical changes in the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.
Recommendations:
1. Receive a presentation from the Cities Association of Santa Clara County
2. Consider approval the proposed Joint Powers Agreement (“JPA”).
3. If approved, delegate authority to the City Council’s Cities Association of Santa Clara County Board (“CASCC Board”) representative to report approval of the JPA at the CASCC Board Meeting.
4. If approved, authorize the City Manager to execute the JPA.
Attachments
1. Attachment A: Draft Agreement
2. Attachment B: City Managers’ Questions and CASCC Answers
1 JOINT POWERS AGENCY AGREEMENT FOR CITIES ASSOCIATION OF SANTA CLARA COUNTY This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit.
NOW, THEREFORE, the Parties agree to the following:
AGREEMENT
ARTICLE 1 - DEFINITIONS
1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein.
1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement.
1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.
1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency.
2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year.
1.6 “Government Code” shall mean the California Government Code, as amended.
1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.
1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency.
1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set forth in Exhibit “A” attached hereto and incorporated herein by this reference.
1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.
1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended.
1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes.
ARTICLE 2 - CREATION AND PURPOSES
2.1 This Agreement is entered into by the Members in order to:
2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members;
2.1.2 Focus on local and regional matters that are important to our future;
2.1.3 Develop a common agenda for Santa Clara County cities;
2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;
2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;
2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;
2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;
2.1.9 Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;
2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;
2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and
2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.
ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.
ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.
ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers
4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.
ARTICLE 6 - POWERS OF THE AGENCY
6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts necessary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name:
6.1.1 To make and enter into contracts;
6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;
6.1.3 To acquire, hold, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;
6.1.4 To sue and be sued in its own name, and to settle any claim against it;
6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment;
6.1.6 To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended;
6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein;
6.1.8 To retain the services of agents, contractors, and consultants;
6.1.9 To receive, collect, and disburse monies;
6.1.10 To conduct studies, tests, evaluations, and similar activities;
6.1.11 To contract for services from Members, including in-kind services;
6.1.12 To conduct public outreach and education;
6.1.13 To participate in pilot and demonstration projects;
6.1.14 To charge for services, programs, and/or systems;
6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and
5 6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency.
ARTICLE 7 - RESTRICTIONS ON POWERS
7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member.
7.2 The Agency shall not have the power of eminent domain.
7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities.
7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.
7.5 The Agency shall not have the power to hire employees.
7.6 The Agency shall not have the power to issue debt.
ARTICLE 8 - BOARD OF DIRECTORS
8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city.
8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.
6 8.3 The Board of Directors shall have the following powers and functions:
8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons;
8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;
8.3.3 The Board shall be the policy setting body of the Agency;
8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14;
8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. Adoption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members;
8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement;
8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency;
8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and
8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency.
ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS
9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.
The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings.
9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary/Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting.
9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members
7 present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date.
9.5 Each Member of the Board shall have one vote.
ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year.
Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardless of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law.
ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of five (5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provided for in this Article, or as otherwise delegated to it by the Board.
The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously
8 approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee, except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government Code 50270, as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency.
ARTICLE 14 – PROFESSIONAL SERVICES
14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:
9 14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director: manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executive Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws.
14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in good standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency;
14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency;
14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget;
14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and
14.1.6 The consultants and independent contractors fulfilling the duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law.
ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. If the Board deems it necessary, it may
10 appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific program or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members.
ARTICLE 16 - ACCOUNTS AND RECORDS
16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement.
16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members.
16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law.
16.4 Auditor’s Report. The Auditor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board.
16.5 The Agency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara.
Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of the Agency available for this purpose.
ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY
17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below.
11 17.2 The Secretary/Treasurer or designee shall perform all functions then required to be performed by the Treasurer under the Joint Powers Law. The Secretary/Treasurer shall review the financial statements and the annual audit of the Agency.
17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency.
ARTICLE 18 - MEMBER RESPONSIBILITIES
18.1 Each Member shall have the following responsibilities:
18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8;
18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;
18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and
18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate.
Removal of a Member for failure of the Director to attend meetings shall not relieve the Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement.
ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A city requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall
12 accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees.
ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hundred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal.
ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member. A suspended Member shall immediately have its voting rights restored upon full payment of dues.
ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6.
13 ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties.
ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
24.1 The Members of the Board of Directors, Officers, and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest.
24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwise required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement.
24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses.
24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination.
ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the Agency or the activities undertaken pursuant to this Agreement.
14 ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency.
ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws.
ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy. The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation.
ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members.
ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected.
ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the
15 Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members.
ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency.
ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency.
ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercising any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement.
ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy.
ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement.
16 ARTICLE 37 - DISPUTE RESOLUTION
37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation.
37.2 Each Member shall bear its own costs, attorney’s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California.
ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurred by the Agency.
Insurance under this provision may include an insurance pool program.
ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended.
ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be considered as constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding.
ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic.
Answers to City Managers Questions re: Cities Association of Santa Clara County (“CASCC”) and Proposed Joint Powers Authority (“JPA”)
August 7, 2023
GENERAL
Question #1. a.: What do we want this organization to be? Answer #1. a.: The goals and purposes of the organization will not change. Here are the stated goals of the CASCC:
• To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities;
• To develop a common agenda for Santa Clara County cities; • To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities;
• To serve as the City Selection Committee pursuant to Government Code section 50270 et seq. and make appointments to regional and local bodies as provided by law; • To assist in the development of state-wide legislative policy through the structure of the League of California Cities;
• To serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
• To provide a forum for non-city individuals, groups and organizations, and the private sector to address items of interest to Santa Clara County cities.
And here are the stated purposes of the proposed JPA:
1. Review, study, develop consensus positions, and take action on issues of interest to Members;
2. Focus on local and regional matters that are important to our future;
3. Develop a common agenda for Santa Clara County cities;
4. Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;
5. Establishthe City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;
6. Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
7. Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;
8. Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;
9. Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;
10. Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
2 11. Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;
12. Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and
13. Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.
Question #1. b.: What are the goals in forming this separate JPA as opposed to something less structured?
Answer #1. b.: Currently, the CASCC is an unincorporated association under the California Corporations Code. Since its creation, the member agencies have executed some agreements to provide a bit more structure to the association. In 1990, the CASCC’s member cities also entered into an agreement governing the operation of the organization, later amended on June 30, 1995. A copy of that Agreement is attached. As authorized by this Agreement, the CASCC has also adopted bylaws, available on the organization’s website. The existing Agreements set forth a structure that is similar to what a Joint Powers Agreement would establish for a JPA.
If the Cities Association becomes a JPA, neither the purpose nor the budget process would change. However, the JPA structure addresses concerns that have been raised about the CASCC such as liability and insurance. The JPA would have access to insurance that is not currently available. Governmental immunities would apply to the JPA that do not apply to an unincorporated association. A JPA would also clarify the tax status of the organization. The governance and organizational structure are also familiar to the members.
Question #1. c. How is forming the JPA furthering those goals.
Answer #1. c.: The most effective CASCC is one that is permanent, has governmental immunities to liabilities and employs an organizational structure that is both equitable and highly functional. Also, it will insulate the individual city/town members from future individual liability that an unincorporated association would arguably not do. The CASCC has accomplished much in the past and can accomplish many of the same programs and should the Board of Directors wish to, additional tasks with the new, permanent structure. In addition, the formation of a JPA eliminates potential tax issues as governmental entities are generally not subject to federal and State tax-related requirements.
Question #2: Are there better organizational forms such as public benefits corporation or nonprofit organization?
CASCC previously considered both a 501 (c) (4) non-profit social welfare organization and a JPA.
In 2020, the Board of Directors chose to pursue a JPA based on factors, such as the time and cost of forming the new entity and the compatibility of the JPA structure and membership of
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3 the association. Considering the events that have transpired since the Board of Directors made the decision in 2020, we are even more convinced the JPA structure is best suited to the needs of the CASCC for the reasons stated above and the fact that the CASCC members are elected Council members appointed by their respective agencies and the CASCC administers the Cities Selection Committee.
Question #3: What models/example joint powers agreements were used to develop the proposed CASCC JPA?
Answer #3: The proposed JPA was developed by the two prior General Counsels, including Gary Baum, and he utilized the following examples: Silicon Valley Regional Interoperability Authority JPA (click on JPA document link) https://svria.org/resources/documents/ Silicon Valley Animal Control Authority JPA (click on JPA link) https://www.svaca.com/about-us
Question #4: What issues, structural or otherwise, is the association facing that can only or uniquely be solved by the formation of a JPA?
The JPA would provide a governmental structure for the CASCC. As a JPA, the CASCC would have governmental immunities and the liability of its members would be clarified. The JPA would have also access to some risk pools that insure governmental entities. The JPA structure itself would create a backbone of organization by clearing setting forth the scope of the JPA’s authority.
See answer to Question 1c above.
Question #5: Are there examples of issues that the JPA can address, particularly that cannot be accomplished through a less formal structure?
See answers to Questions #3 and #4.
Collaboration amongst our cities is one of the key advantages of the CASCC, which helps to strengthen our region. It is noteworthy, that in a county as populous and diverse as Santa Clara County, our cities have been able to come together and have some notable successes that could only have happened through CASCC. For example, the work of the CASCC during the COVID-19 pandemic resulted in a stronger partnership with our County, paving the way for greater trust and collaboration in the future. In recognition of their hard work, the CASCC was awarded the President’s Medal for Exemplary Service During the COVID-19 Pandemic by the SCC Board of Supervisors. Also, our cities collectively implemented ordinances to ban single-use plastic bags in each of our cities. Perhaps one of the most timely advantages of the CASCC and JPA membership would be the ability to apply for regional and statewide grants, such as the
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4 multi-year Reagional Early Action Planning (REAP) Grant from ABAG. CASCC contracts with Community Planning Collaborative to lead this effort. Currently, all of our cities benefit from the technical assistance provided by the Planning Collaborative. Formed in October of 2019, the Santa Clara County Planning Collaborative is a shared effort among the county's jurisdictions to help address the region's housing challenges. The jurisdictions, by working together collaboratively, save money, time, and resources by sharing information and capacity; maintain & facilitate relationships with non-profits, affordable housing advocates, and key governmental organizations.
For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.
Question #6: The primary purpose or goal of the formation described today (10/12/22), was for all cities to continue to participate. If that is the case will the final document be able to be ratified without each of the cities consenting? The CASCC functions best when all cities and towns within the County are members. Each of the individual Council members who serve on the CASCC board will present the JPA to their respective agencies for approval with the goal of having all the current members cities and towns participate in the JPA. It is important to note that all cities and towns would continue to participate in the City Selection Committee (CSC) even if they are not members of the JPA.
Government Code Section 50270 designates the mayors of all cities and towns within the County to serve on the CSC. The purpose of the CSC is to appoint city representatives to boards, commissions, and agencies as required by law. In Santa Clara County, CASCC houses the CSC and takes responsibility for all the administrative tasks related to the CSC.
While it is the goal of the CASCC and the JPA process that all cities and towns become members, the JPA is drafted so that it becomes effective once eight members join. Should the number of members fall below 7 then Article 4 of the JPA would apply:
After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar JPA, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding
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5 the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.
Note, this provision was added at the request of the City/Town Attorneys all of which provided input into the final draft of the JPA.
FISCAL MANAGEMENT
Question #1: How will member agencies be able to review proposed annual budget and proposed assessments in advance of adoption by the JPA board? Answer: #1: Like the process set forth in the bylaws and the process followed by the SVRIA, section 8.3.5 of the JPA requires the Board of Directors to adopt its budget by April 30 of each year. This process is designed to ensure that city/town members can consider and incorporate any increase or decrease in their dues into their budget planning before they are required to adopt their own budgets. Only the Board of Directors may adopt the budget at a publicly noticed meeting, the Executive Committee may not adopt the budget. Notice of proposed budget figures will be sent to the City Managers in advance of any budget adoption meeting. If April 30 is too late for city/town budget planning, an alternative date of March 30 could be considered.
Question #2: Is it assumed that the dues structure/formula will be determined after approval of the JPA, or will this be established in advance of approval? Answer: #2: While the dues will be established after approval of the JPA, no significant increases are anticipated. The adoption of any dues structure or formula would need to be considered as part of the annual budget process. The dues’ structure and related provisions will be incorporated into the bylaws for the JPA. The CASCC will share information regarding its proposed budget and dues as soon as possible in each budget cycle, and will share with its member cities and towns, their elected officials, and city managers in a transparent manner.
The goal is to submit next year’s fiscal year budget, with the final Joint Powers Agreement, in December 2023.
Question #3: How will the JPA address disagreements on the dues structure, particularly if dues will increase with a JPA?
Answer #3: It is neither assumed nor anticipated that the dues will increase because of the change in organizational structure. It is anticipated that annual dues will increase to reflect cost
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6 of living increases. As set forth in the current bylaws, the Board adopts a budget every year in the same timeline as its member agencies and a majority vote is required to adopt a budget.
Question #4: Has the association considered CalPERS costs in a potential JPA? Answer#4: Yes, CASCC has considered this matter. CASSC obtains services from independent contractors and does not have employees. CalPERS membership is not mandatory for a JPA.
The JPA has been drafted to address this issue and specifically states the JPA will not contract with CalPERS. See JPA provision 14.1.5:
14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any employee of the Agency become a member of PERS or be entitled to a pension or retirement from PERS because of service to the Agency; and
In addition, the following change will be made to the JPA to address the issue:
14.1.6 The Agency shall not contract with or provide any pension to any employee of the Agency, nor shall any employee of the Agency be entitled to a pension or retirement Benefits, aside from Social Security as a result of service to the Agency.
Question #5: What is the extent of the Dissolution Plan and Tax Liability and who will be responsible?
Answer #5: The Dissolution Plan for CASCC has been discussed by the City/Town Attorney’s group and researched by a few of its members. A consensus on the approach to dissolution has been reached with the City/Town Attorney’s Group. Article 5 of the JPA it states: “Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.” The CASCC will follow the procedure for dissolution set forth in California Corporations Code Section 18410. Upon approval of the JPA by eight Members, the current CASCC Board of Directors will pass a resolution following the Corporations Code procedure and transfer the assets and liabilities of CASCC. The City/Town Attorneys discussed the possibility of only transferring the assets and not the liabilities of CASCC. However, the consensus of this group was that this approach may be rejected by the courts so that path is not recommended and will not be followed.
PERSONNEL MANAGEMENT
Question #1: Who is responsible for evaluating the performance of the Executive Director, and taking any associated personnel action?
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7 Statement #1: Difficult personnel issues can occur in any organization. It is in everyone’s interest to establish a structure for handling such issues in advance of actual situations.
Response to Statement #1: Agreed.
Answer#1: The Executive Director provides services to CASCC as an independent contractor.
Only a majority of the Board of Directors may take action regarding the contract of the Executive Director or any performance evaluation process. The JPA will be modified to clarify this issue.
Just to reiterate from Question 4 above, all services provided to CASCC will be through independent contractors, not salaried employees.
DECISIONMAKING
Question #1: How will the JPA determine whether to pursue new initiatives, such as grants, that may not clearly exceed the $50,000 Significant Programs threshold? How will the JPA determine its ability to perform its associated responsibilities? Answer #1: The JPA at Article 15 Substantial Programs states:
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $50,000 or more in annual expenditures, this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a twothirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into specific program or project Agreement that includes relevant terms, by the particular affected Members and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These Agreements shall be subject to approval by the Board of Directors by a two-thirds vote of the Members.
First and foremost, the JPA’s programs and activities will be limited to its available budget. If a new initiative or grant becomes available, the Board would discuss the level of interest at a public meeting and whether it should pursue it.
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8 Second, the CASCC also intends to amend this JPA provision to define a Substantial Program as as any program or activity requiring $10,000 or more (subject to CPI adjustments) - rather than $50,000 or more - in annual expenditures, in order to exercise greater fiscal oversight.
Statement #1: For example, the SVRIA JPA establishes a Working Committee with specified composition, that is responsible for recommending a budget, accepting grants, and awarding contracts, as well as recommending an Executive Director.
Response to Statement #1: The Executive Committee performs a similar role to that of SVRIA’s Working Committee, but its powers have been limited based upon input from the City Managers and City/Town Attorneys. Should the CASCC Board of Directors wish to create a new committee, such as the Working Committee with significant powers, the concept, scope, staffing and resources implications would need to be considered by the Board of Directors.
While SVRIA is a JPA model that was considered in the formation of the CASCC JPA, it should be noted that SVRIA’s annual budget exceeds $5 million (for FY 23 and beyond). By comparison, the CASCC annual budget is currently under $300K. Currently, it is sufficient for the Executive Committee to perform some, not all, functions of the SVRIA Working Committee. At some point in the future, the CASCC Board of Directors may consider formation of a Working Committee, and may choose to do so with input from the City Managers and/or the City Attorneys.
Question #2: How will the JPA determine its position and activities related to legislative advocacy? How will individual Director’s responsibility to the JPA be reconciled with positions of their respective agencies?
Answer #2:
Role of the Legislative Action Committee (“LAC”)
LAC advocates on behalf of all 15 cities on issues of mutual interest, provides legislative updates to cities, and organizes emergency responses to urgent issues. LAC acts as the convening body for all 15 cities to discuss and take positions on legislative bills, and local and state measures (“Bills/Measures”). The LAC meetings allow for collaboration, advocacy, and education. It allows the cities to delve into an issue and discuss how the issue may affect their cities. LAC is also guided by the Legislative Guiding Principles and the Housing Position Paper, which were both adopted by the Cities Association Board and aim to be representative of all 15 cities.
Benefit to cities from LAC
Cities benefit from the LAC in many ways. An organization consisting of 15 cities with over 1.9 million residents has a louder and more impactful and effective voice compared to each city advocating on its own behalf, especially smaller cities. Legislators have said repeatedly that they pay attention to the positions taken by the Cities Association. Legislators and local groups
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9 seek the Cities Association’s endorsement because they understand the importance and influence of an endorsement from the Cities Association.
LAC also provides an opportunity for legislators to present an idea for a potential Bill/Measure and solicit feedback on how such a Bill/Measure may impact cities, or what provisions would cities support/oppose. This is also a great opportunity for Cities to weigh in and give feedback to help shape a bill before it moves forward. Legislators/groups have also shared that it is much easier for them to come to Cities Association and reach all 15 cities at the same time than try to reach each Council individually. For many of the presentations, the legislators will attend the LAC meeting, which gives the cities face to face time with legislators.
Another benefit is LAC provides a forum for cities to learn from each other, hear different perspectives, and better understand the potential impact of a Bill/Measure. Often, this results in the cities being better informed on the pressing issues happening at the state and local levels.
Decision-making process for LAC
The LAC agenda normally consists of (1) an educational item whereby a legislator or group presents on a potential or new Bill/Measure, the intent being to educate and answer any questions representatives may have, or (2) a few Bills/Measures for discussion and action, to recommend a position to the Cities Association Board. It is the Board that makes the final decision on the Cities Association’s position on a particular Bill/Measure. Some cities have the same Councilmember serve on LAC and the Board, while others will have different Councilmembers serve on each body. Therefore, although the discussion and presentation at the Board level is not as in depth as the LAC meeting, sometimes the discussion and vote at the Board level are different from what happened at the LAC meeting.
LAC’s recommendation to the Board is based on what majority of the cities support. The practice is for the LAC Chair to communicate the recommended position to the full Board and include the minority position(s) or any concerns expressed during the discussion at the LAC meeting.
One of the ways the CASCC communicates its position on a particular Bill/Measure is to send a letter to the applicable body. In recent years, the CASCC has made an effort to include the concerns of the “minority position” in the letter, and advocate that certain bills carve out an exemption for smaller cities, recognizing that all 15 cities are unique, diverse and range from populations of a few thousand to one million people.
Every city has its own approach to how it votes on a Bill/Measure at a LAC meeting. Some cities will only vote on a Bill/Measure if their full Council has taken a position on the particular item.
Other cities will vote on the item if it aligns with a position taken on a similar issue by its Council. If an item is not controversial like housing, then most cities will vote on the item, even if their full Councils have not considered the item.
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10 How to make LAC even better
The CASCC Executive Committee has continued to identify ways to improve LAC because of the value it provides to the cities. Here are some things we are already considering, and we welcome any suggestions you may have:
-Need staff support to be better prepared for LAC meetings. This work can be time consuming as it requires analyzing bills, researching the support and oppose positions and legislative history, and tracking the status of the Bill/Measure. To date, this work has fallen to the LAC Chair, CASCC Executive Director, and/or the Board President’s staff. If cities, like San Jose, are willing to share their legislative staff with the CASCC, at no cost, it is worth exploring, provided the work is objective and does not reflect the position of that city. -Continue to do a better job of including the minority voices in our advocacy and any unique impacts to smaller cities.
-Provide a LAC calendar at the beginning of the year that gives dates when LAC will be considering certain bills to give cities an opportunity to have their Councils take a position on the bill before it goes to LAC.
-Have cities suggest bills they want LAC to consider.
-Continue to have the Board members report back to their Councils and City Managers on the impactful and valuable work the CASCC is doing.
Question #3: How does the organization work if/when not all cities join? If not all or enough members join, how does the association act as the appointing body for various regional commissions.
Answer #3: The Agency will be formed once eight cities/towns approve the JPA (See JPA Article 8). The participating members would meet and operate as a JPA. Given Government Code provisions governing the CSC, all cities are permitted to participate in these Committee meetings and the appointment process even if they are not members of the JPA (See JPA Article 13). The JPA would continue to administer the CSC.
At the request of the City/Town Attorneys provisions were added to Article 8 that after one year of formation should membership fall to less than seven members for a period of one year that the Agency is required to release the CASCC name to a new JPA should one be formed. On a related note, the Executive Committee is not activated until there are nine members, and it will then consist of three members, in order to address any potential ties in voting. If the JPA
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11 has eleven or more members, the Executive Committee would then consist of five members (See JPA Article 11). The CASCC intends to amend JPA Article 11 to capture this approach.
For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.
Question #4: Does the proposed power of the executive committee have the potential to allow the executive board to make decisions at the expense of some or all of the members? Answer #4: The proposed JPA has been drafted to address concerns regarding the authority of the Executive Committee (formerly known as the “Executive Board”). Additional changes will be made to the JPA to clarify that the Executive Committee cannot make personnel decisions and that new powers can only be vested in the Executive Committee following a vote of the Board of Directors on the issue. The Executive Committee will not have the authority to make personnel decisions or decisions related to the contract for the Executive Director.
The JPA currently reads as follows: at Article 11: “The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget.
Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall provide notice to the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee.” The reference to personnel action will be removed and the Executive Committee will be prohibited from taking any personnel actions.
Question #5 What is a situation where the association would need to issue debt, purchase land, or hire or terminate multiple employees?
Answer#5: The provisions authorizing the JPA to issue debt or purchase land will be removed.
It is unknown whether the Agency would ever need to hire or terminate an employee, but those decisions would be made by the Board of Directors and memorialized in a budget adopted by the Board of Directors, not the Executive Committee. (See answer to PERSONNEL MANAGEMENT #1)