Agenda packet — Milpitas City Council, April 16, 2024 (part 2 of 6)

City of Milpitas, CA
Tyler Technologies, Inc. Page | 22
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.

Delivery of document
▪ City of Milpitas attendees possess sufficient knowledge and authority to make future state decisions.
▪ The City of Milpitas is responsible for any documentation of current state business processes. ▪ The City of Milpitas can effectively communicate current state processes.

Given the completion of the Current & Future State Analysis, the Data Assessment will provide the implementation team the design for data delivery prior to configuration. The data Assessment will also allow the Tyler and the City of Milpitas teams to identify the data that will be configured within the Tyler System. The team will develop and map out dataset structures to ensure that data is structured in a way that allows maximum utility.

The teams will review any existing data publish and metadata standards for the City of Milpitas’s current data program to determine any necessary adjustments or configuration needs. Finally, the implementation team develops data workflows to map data from the source system(s) into the Tyler system, discussing any additional data requirements as needed. ▪ Communicate a common understanding of the project goals with respect to data. ▪ Ensure complete and accurate source data is available for review/transfer. ▪ Map the data from the source to the Tyler system.
▪ Document the data conversion/loading approach.

Tyler City of Milpitas
RACI MATRIX KEY:

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Build/Update Data
Conversion Plan R C C C I I I I
Inputs City of Milpitas Source data
City of Milpitas Source data Documentation (if available) Outputs /
Deliverables
Data Conversion Plan built/updated (if
applicable}
City of Milpitas Acceptance of Data
Conversion Plan, if Applicable
City of Milpitas acceptance of Solution
Design Document
▪ Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. ▪ Tyler will work with the City of Milpitas representatives to identify business rules before writing the conversion.
▪ City of Milpitas subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. ▪ Communicate a common understanding of the project goals with respect to data. ▪ Ensure complete and accurate source data is available for review/transfer. ▪ Map the data from the source to the Tyler system.
▪ Document the data conversion/loading approach.

Tyler City of Milpitas
RACI MATRIX KEY:

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Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City of Milpitas Source data
City of Milpitas Source data Documentation (if available) Outputs /
Deliverables
Data Conversion Plan built/updated
that includes conversion options
chosen and due dates for each
conversion option selected.

City of Milpitas Acceptance of Data
Conversion Plan, if Applicable
▪ Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. ▪ Tyler will work with the City of Milpitas representatives to identify business rules before writing the conversion.
▪ City of Milpitas subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

Acceptance criteria for this Stage includes completion of all criteria listed below.

Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
▪ Documentation of future state decisions and configuration options to support future state decisions.
▪ Modification specification document, if applicable.
▪ Assess & Define Stage Acceptance Criteria:
▪ All stage deliverables accepted based on criteria previously defined. ▪ Solution Orientation is delivered.
▪ Conversion data extracts are received by Tyler.
▪ Data conversion plan built.

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During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the City of Milpitas against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met.

The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule.
▪ All licensed software is installed and operational.
▪ The City of Milpitas can access the software.

Tyler City of Milpitas
RACI MATRIX KEY:

A R I C
Install Licensed
Software on City
of Milpitas
Devices (if
applicable)

I C A R
Tyler System
Administration
Training (if
applicable)

A R I C
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Outputs /
Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City of
Milpitas Devices (if applicable)
Software is accessible
Installation Checklist/System Document System meets prescribed checklist Infrastructure Design Document (C&J – If
Applicable)
▪ The most current available version of the Tyler Licensed Software will be installed. ▪ The City of Milpitas will provide network access for Tyler modules, printers, and Internet access to all applicable City of Milpitas and Tyler Project staff.

The purpose of Configuration is to prepare the software product for validation.

Tyler staff collaborates with the City of Milpitas to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City of Milpitas collaborates with Tyler staff iteratively to validate software configuration. ▪ Software is ready for validation.
▪ Educate the City of Milpitas Power User how to configure and maintain software. ▪ Prepare standard interfaces for process validation (if applicable).

Tyler City of Milpitas
RACI MATRIX KEY:

A R I I I
Complete City of
Milpitas configuration
tasks (where
applicable)

I C A R C
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Standard interfaces
configuration and
training (if applicable)

A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.

Outputs /
Deliverables
Configured System
▪ Tyler provides guidance for configuration options available within the Tyler software. The City of Milpitas is responsible for making decisions when multiple options are available.

Tyler will educate the City of Milpitas users on how to execute processes in the system to prepare them for the validation of the software. The City of Milpitas collaborates with Tyler staff iteratively to validate software configuration options to support future state. ▪ Ensure that the City of Milpitas understands future state processes and how to execute the processes in the software.
▪ Refine each process to meet the business requirements. ▪ Validate standard interfaces, where applicable.
▪ Validate forms and reports, where applicable.

Tyler City of Milpitas
RACI MATRIX KEY:

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Refine
configuration
(City of Milpitas
Responsible)

I C A R C
Refine
configuration
(Tyler
Responsible)

A R I I I
Validate interface
process and
results

I C C A R C C
Update City of
Milpitas-specific
process
documentation (if
applicable)

I C A R C
Updates to
Solution
Validation testing
plan

C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support future state decisions.

Solution validation test plan
Outputs /
Deliverables
Updated solution validation test plan
Completed City of Milpitas-specific process
documentation (completed by City of
Milpitas)
▪ None
The purpose of this task is to transition the City of Milpitas’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well-executed data conversion is key to a successful cutover to the new system(s).

With coordination from Tyler, the City of Milpitas will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City of Milpitas to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.

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▪ Data is ready for production (Conversion).

Tyler City of Milpitas

RACI MATRIX
KEY:

A C R I I I
Populate data
crosswalks/cod
e mapping tool

I C C A R C
Iterations:

Conversion
Development

A C R I I
Iterations:

Deliver
converted data

A R I I I
Iterations:

Proof/Review
data and
reconcile to
source system

C C C A R C C
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Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Code Mapping Complete / Validated
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
▪ The City of Milpitas will provide a single file layout per source system as identified in the investment summary.
▪ The City of Milpitas subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
▪ The City of Milpitas project team will be responsible for completing the code mapping activity, with coordination from Tyler.

Acceptance criteria for this Stage includes all criteria listed below in each Work Package.

Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
▪ Licensed software is installed.
▪ Installation checklist/system document.
▪ Updated solution design document (Data & Insights only). ▪ Prioritized data sets for review in Tyler system (Data & Insights only). ▪ Conversion iterations and reviews complete.
▪ All stage deliverables accepted based on criteria previously defined. ▪ Software is configured.
▪ Solution validation test plan has been reviewed and updated if needed.

Activities in the Production Readiness stage will prepare the City of Milpitas team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness DocuSignEnvelopeID:4A74E55D-2411-47CF-94AC-F257532B1311

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assessment will be conducted with the City of Milpitas to review the status of the project and the organizations readiness for go-live.

Solution Validation is the end-to-end software testing activity to ensure that the City of Milpitas verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. ▪ Validate that the solution performs as indicated in the solution validation plan. ▪ Ensure the City of Milpitas organization is ready to move forward with go-live and training (if applicable).

Tyler City of Milpitas
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering Com mittee
Project ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (PowerUsers) Department HeadsEnd UsersTechnical Leads Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required
follow-up on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Solution Validation Report City of Milpitas updates report with testing results
▪ Designated testing environment has been established.
▪ Testing includes current phase activities or deliverables only.

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Tyler and the City of Milpitas will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City of Milpitas has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City of Milpitas will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
▪ Action plan for go-live established.
▪ Assess go-live readiness.
▪ Stakeholders informed of go-live activities.

Tyler City of Milpitas
RACI MATRIX KEY:

A R I I I I C C I I I I I
Develop Go-Live
checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)

A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
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Updated go-live checklist
Tyler go-live recommendation (readiness
assessment)
Updated Action plan and Checklist for go-live
delivered to the City of Milpitas
▪ City has signed off on the agreed upon go-live conversions ▪ If applicable, two payroll parallels have matched the legacy system and the City has signed off on this as part of acceptance testing.

End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.

Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City of Milpitas users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training.

Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop City of Milpitas specific business process documentation. City of Milpitas-led training labs using City of Milpitas specific business process documentation if created by the City of Milpitas can be added to the regular training curriculum, enhancing the training experiences of the end users.
▪ End users are trained on how to use the software prior to go-live. ▪ The City of Milpitas is prepared for on-going training and support of the application.

Tyler City of Milpitas
RACI MATRIX KEY:

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List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Train-the trainer Training City of Milpitas signoff that pilot (train-the trainer) training was delivered
▪ The City of Milpitas project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. ▪ Tyler will work with the City of Milpitas as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City of Milpitas departments. ▪ The City of Milpitas will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).

Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance. ▪ Solution Validation Report.
▪ Update go-live action plan and/or checklist.
▪ End user training.
▪ All stage deliverables accepted based on criteria previously defined. ▪ Go-Live planning session conducted.

Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City of Milpitas will follow the comprehensive action plan laid out during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with the City of Milpitas to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.

Following the action plan for Go-Live, defined in the Production Readiness stage, the City of Milpitas and Tyler will complete work assigned to prepare for Go-Live.

The City of Milpitas provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City of DocuSignEnvelopeID:4A74E55D-2411-47CF-94AC-F257532B1311

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Milpitas manually enters any data added to the Legacy System after final data extract into the Tyler system.

Tyler staff collaborates with the City of Milpitas during Go-Live activities. The City of Milpitas transitions to Tyler software for day-to day business processing.

Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule.
▪ Execute day to day processing in Tyler software.
▪ City of Milpitas data available in Production environment.

Tyler City of Milpitas
RACI MATRIX KEY:

C C A R
Final source data
pushed into production
environment, if
applicable

A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan

C C C A R C I C
Provide Go-Live
assistance
At minimum (one week
of pre go-live
assistance, one week of
go-live assistance
(onsite, if desired), and
one week of post- go
live assistance)

A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
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Final source data (if applicable)
Outputs /
Deliverables
Data is available in production environment City of Milpitas confirms data is available in production environment
▪ The City of Milpitas will complete activities documented in the action plan for Go-Live as scheduled.
▪ External stakeholders will be available to assist in supporting the interfaces associated with the Go-Live live process.
▪ The City of Milpitas business processes required for Go-Live are fully documented and tested. ▪ The City of Milpitas Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
▪ The City of Milpitas Project Team and Power User’s provide business process context to the end users during Go-Live.

This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City of Milpitas onto the Tyler Client Services team, who provides the City of Milpitas with assistance following Go-Live, officially transitioning the City of Milpitas to operations and maintenance.
▪ Ensure no critical issues remain for the project teams to resolve. ▪ Confirm proper knowledge transfer to the City of Milpitas teams for key processes and subject areas.

Tyler City of Milpitas
RACI MATRIX KEY:

I I A I I R I I C C C
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issue reporting and
resolution processes
Review long term
maintenance and
continuous
improvement

A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Client Services Support Document
▪ No material project issues remain without assignment and plan.

Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
▪ Schedule activities that are planned for after Go-Live. ▪ Ensure issues have been resolved or are planned for resolution before phase or project close.

Tyler City of Milpitas
RACI MATRIX KEY:

A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out

A R C C C I C C I C
Inputs List of post Go-Live activities
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Outputs /
Deliverables
Updated issues log
▪ System is being used in a live production state.

Acceptance criteria for this Stage includes completion of all criteria listed below:
▪ Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. ▪ Converted data is available in production environment.

Production Stage Acceptance Criteria:
▪ All stage deliverables accepted based on criteria previously defined. ▪ Go-Live activities defined in the Go-Live action plan completed. ▪ Client services support document is provided.

The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City of Milpitas transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).

This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City of Milpitas for systems implemented in the Phase.
▪ Agreement from Tyler and the City of Milpitas teams that activities within this phase are complete.

Tyler City of Milpitas
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RACI MATRIX KEY:

I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phasedependent Tyler
project resources

A R I I
Participants Tyler City of Milpitas
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
▪ Tyler deliverables for the phase have been completed.

Completion of this work package signifies final acceptance and formal closing of the Project.

At this time the City of Milpitas may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.

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▪ Confirm no critical issues remain for the project teams to resolve. ▪ Determine proper knowledge transfer to the City of Milpitas teams for key processes and subject areas has occurred.
▪ Verify all deliverables included in the Agreement are delivered.

Tyler City of Milpitas
RACI MATRIX KEY:

I A R I I C
Release Tyler project
resources

A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Post Project Report City of Milpitas acceptance; Completed report indicating all project Deliverables and
milestones have been completed
▪ All project implementation activities have been completed and approved. ▪ No critical project issues remain that have not been documented and assigned. ▪ Final project budget has been reconciled and invoiced. ▪ All Tyler deliverables have been completed.

Acceptance criteria for this Stage includes completion of all criteria listed below. ▪ Post Project Report.

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▪ Completed report indicating all Project deliverables and milestones have been completed.

Tyler and the City of Milpitas will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. ▪ Project activities will begin after the Agreement has been fully executed. ▪ The City of Milpitas Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. ▪ Sessions will be scheduled and conducted at a mutually agreeable time. ▪ Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. ▪ Tyler will provide a written agenda and notice of any prerequisites to the City of Milpitas project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
▪ Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City of Milpitas is responsible for making decisions based on the options available.
▪ Implementation of new software may require changes to existing processes, both business and technical, requiring the City of Milpitas to make process changes. ▪ The City of Milpitas is responsible for defining, documenting, and implementing their policies that result from any business process changes.

Unless otherwise contracted by Tyler, City of Milpitas is responsible for managing Organizational Change.

Impacted City of Milpitas resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City of Milpitas resources understand the value of the change, and why they are being asked to change.
▪ City of Milpitas resources will participate in scheduled activities as assigned in the Project Schedule.
▪ The City of Milpitas team will complete prerequisites prior to applicable scheduled activities.

Failure to do so may affect the schedule.
▪ Tyler and the City of Milpitas will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.

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▪ Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
▪ Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. ▪ The City of Milpitas will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge. ▪ The City of Milpitas makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. ▪ The City of Milpitas will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
▪ The City of Milpitas will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. ▪ For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.
▪ Data will be converted as provided and Tyler will not create data that does not exist. ▪ The City of Milpitas is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
▪ Tyler will work closely with the City of Milpitas representatives to identify business rules before writing the conversion. The City of Milpitas must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. ▪ All in-scope source data is in data extract(s).
▪ Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
▪ The City of Milpitas will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect.
▪ The City of Milpitas Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. ▪ The City of Milpitas is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
▪ The City of Milpitas will provide dedicated space for Tyler staff to work with City of Milpitas resources for both on-site and remote sessions. If Phases overlap, City of Milpitas will provide multiple training facilities to allow for independent sessions scheduling without conflict. ▪ The City of Milpitas will provide staff with a location to practice what they have learned without distraction.

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Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.

The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those
responsible. [Also see RACI]
A computer program designed to perform a group of
coordinated functions, tasks, or activities for the benefit of the user.

A defined set of tools/methods to pass data to and
received data from Tyler software products
This executed legal contract that defines the products and services to be implemented or performed.

The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.

A specification document used to describe Client
requirements for contracted software modifications.

A form used as part of the Change Control process
whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by
participating parties.

Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System
[Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].

Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication.
[Also see RACI]
This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage
deliverables and required acceptance criteria for the stage have been met.

The activity determining and documenting where data
from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.

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A verifiable document or service produced as part of the Project, as defined in the work packages.

The point in time when the Client is using the Tyler
software to conduct daily operations in Production.

Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
The composite hardware, network resources and services
required for the existence, operation, and management of the Tyler software.

A connection to and potential exchange of data with an
external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.

A standard exchange or sharing of common data within the Tyler system or between Tyler applications
The software from which a client is converting.

Custom enhancement of Tyler’s existing software to
provide features or functions to meet individual client requirements documented within the scope of the
Agreement.

Indicates the work location is at one or more of the client’s physical office or work environments.

The process of changing an organization's strategies,
processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.

A product, result or service generated by a process.

An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital
camera, printer.

A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the
Project. Phases may overlap or be sequential and may have different Tyler resources assigned.

The delivery of the software and services per the
agreement and the Statement of Work. A Project may be
broken down into multiple Phases.

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A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).

Indicates the work location is at one or more of Tyler’s physical offices or work environments.

Those who ensure a task is completed, either by
themselves or delegating to another resource. [Also see RACI]
Products and services that are included in the Agreement.

The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.

The top-level components of the WBS. Each Stage is
repeated for individual Phases of the Project.

Software functionality that is included in the base software (off-the-shelf) package; is not customized or modified.

Document which will provide supporting detail to the
Agreement defining Project-specific activities, services, and Deliverables.

The collective group of software and hardware that is used by the organization to conduct business.

The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration,
enhancement, or Use Case Scenario.

Document(s) that indicate how and when users of the
system will be trained relevant to their role in the
implementation or use of the system.

The process of testing and approving that a specific
Deliverable, process, program, or product is working as expected.

A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.

A group of related tasks within a project.

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Part 4: Appendices
▪ Summary account balances
▪ Up to 5 years
▪ Original budget, budget adjustments, revised budget summaries for accounts ▪ Up to 5 years
▪ Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers ▪ Multiple remittance addresses
▪ Year-to-date 1099 amounts
▪ Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information
▪ Check detail data including related document and invoice numbers for each check ▪ Up to 5 years
▪ Invoice header data containing general information for the invoice ▪ Invoice detail data containing line-specific information for the invoice ▪ Up to 5 years
▪ Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. A balance forward contract amount is converted, if original amount is required there will be an additional charge and contracts, po’s and invoices must be converted together.

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▪ Segments, account strings and fund string allocation table ▪ Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted
▪ Summary project ledger string balances. If linking to GL, must be converted at the same time. ▪ Up to 5 years
▪ Original project ledger budget amounts. If linking to GL, must be converted at the same time. ▪ Up to 3 years
▪ Open purchase orders header data including vendor, buyer, date, accounting information, etc. ▪ Open purchase orders detail data including line-item descriptions, quantities, amounts, etc. ▪ Closed purchase orders detail data, up to 5 years, including line-item descriptions, quantities, amounts, etc.
▪ Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information
▪ YTD, QTD, MTD amounts for employee pay and deductions ▪ Needed for mid-calendar-year go-live
▪ May not be needed if converting earnings/deductions history ▪ Up to 5 years
▪ Accumulators are converted with check history and earning/deduction history as a default. No accumulator files are necessary to submit when converting history. ▪ Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.

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▪ Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.
▪ A variety of Personnel actions, such as job or salary changes and dates these events occurred. ▪ Up to 5 years
▪ Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects ▪ Codes, for institution, type of degree, and area(s) of study ▪ Customer information
▪ General Billing Invoices that are sent on a regular basis ▪ Header records with general information about the invoice ▪ Detail records with line-specific information
▪ 5 years of open and closed invoices
▪ General Ledger information so open invoices can be processed in Enterprise ERP DocuSignEnvelopeID:4A74E55D-2411-47CF-94AC-F257532B1311

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• The Client will identify all stakeholders impacted by the project at the start of the project. • The Client will encourage invited staff to participate in surveys used for the Organizational Change Readiness Assessment.
• The Organizational Change Assessment data may be gathered remotely. • The Tyler Change Management Lead will use results of the Change Assessment of the Client to develop the Change Management Plan.
• A Change Management Lead will be part of the Client project team or the Client Project Manager will act in this role.
• The Client core project team will act as the Change Management Team. • The Client Change Management Lead will execute the Change Management Plan. • The Tyler Change Management Lead will not be involved in the project beyond Stage 1 – Assess and Define, unless the Client contracts for additional Change Management consulting days. • Performs a Change Management Assessment of the Client and provides results. • Presents a Change Management Plan and related Communication strategies to Client Change Management Lead.
• Delivers Change Management Fundamentals training to Client Change Management Lead. • Delivers a Change Management coaching presentation to the Sponsor and Change Management Team.
• Trains the Client Change Management Lead in setting up and maintaining the Change Management Tracking Templates.
• Provides presentation for Client Change Management Lead to use in training Change Management concepts and methodologies to Departmental Managers. •
• Executes Change Management Plan.
• Validates users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes.

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• Uses Change Management Guide to steer activities and communications. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively using the Tyler provided Procedural Change tool. • Identifies areas of resistance and develops a plan to reinforce the change using the Tyler provided Resistance Management Guide and tool.
• Monitors post-production performance and new process adherence. • Notifies Tyler if additional Change Management assistance is needed.

The following Change Management sections follow the same implementation methodology as defined in Section 6: Project Stages. Each deliverable and acceptance criteria outlined in the Change Management section therefore becomes part of the overall Project Acceptance and Acknowledgement process for each Stage.
• N/A
Tyler Change Management Lead will use survey tools and interviews to gather information and data to understand the scope and organizational readiness for the planned implementation of the project. These surveys may be administered remotely, depending on project conditions and timing.

RACI MATRIX KEY: = Responsible = Accountable = Consulted = Informed Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Change Management LeadTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification Program mers
Tyler Technical SupportClient Executive SponsorClient Steering Com mittee
Client Project ManagerClient Functional LeadsClient Change Management LeadClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Change Management Team Prepare CM
Capacity
Surveys for
Analysis

C R C C A
Take
Surveys A R R R R R R R R R R R
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Prepare and
Deliver
Assessment

A R I I I I
The Tyler Change Management Lead will meet and conduct presentations to the Client CM Lead, the Client Sponsor, and the Client CM Team. The Client CM Lead will also attend a change management fundamentals training session provided by the Tyler CM Lead. These presentations and the training will form the foundation and initial Change Management capacity building for the organization.

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Change
Management
Preparation

A R A I I

10.2.2.3 10.2.2.4
• Organizational Change Readiness Assessment
• Objective: Determine the organizations preparedness for change activities and determine the ability of the various stakeholders impacted by the change to adopt the change and move toward the future state.
• Scope: Utilize in-person or remote surveys, interviews, and evaluation methodologies to gauge and score the readiness for change, risk of change, and sponsor positioning for the project.
• Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. • Fundamentals Change Management Introduction
• Objective: Develop capacity for change within the organization by helping the organization gain an understanding of Change Management concepts and the various roles utilized to assist in successful Change Management • Scope: Provide three presentations and reference documents to different audiences; 1) Sponsor, CM Lead, and the Change Management Team, as an overview of their specific roles in Change Management.
• Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. • Change Management Plan Preparation
• Objective: Deliver Change Management Plan with strategies, tactics, and best practices to address specific areas of Change Management based on the Organizational Change Readiness Assessment to the Client CM Lead for execution throughout the remainder of the project.
• Scope: Sponsor Strategy, CM Lead Strategy, Coach Strategy, Team Leads Strategy, Communication Strategy, Resistance Management Strategy, Lessons Learned Strategy, and Project Reinforcement Strategy. Sponsor Guide with a Sponsor Messaging Template.

Procedural Change Management Guide with a Process Change Tracking Template.

Resistance Management Guide with a Resistance Management Tracking Template.

Recognition and Lessons Learned Guide with a Lessons Learned Review Template. • Acceptance criteria: Added to the control point for the project level Stage 2 acceptance.

10.2.2.5 •
• Sponsor Role Presentation
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• Change Management Lead Role Development Presentation
• Change Management Team Coaching Presentation
• Organizational Change Readiness Assessment
The following interfaces were included in the City of Milpitas’ RFP and were identified as being available via imports/exports (using compatible file formats) or standard interfaces. Items denoted with an asterisk can only be accomplished via API’s (not currently in scope) or by way of leveraging Tyler’s Resident Access portal (currently quoted as optional).
1 ACH and positive pay files
2 Benefits information to/from Blue Shield
3 Benefits information to/from Delta Dental
4 Benefits information to/From IGOE for FSA and COBRA
5 Benefits information to/from Lincoln
6 Benefits information to/from Mission Square
7 Budgeting information
8 Budgeting information and history (if not replaced)
9 Payment revenue
10 Capital budgeting requests to the ERP
11 Data from the ERP to KNIME to perform data analytics and reporting for workforce planning 12 Data from the ERP to PowerBI to perform data analytics and data visualization 13 Data from the ERP to Tableau to perform data analytics and data visualization 14 Electronic signatures (DocuSign)*
15 Enrollment information from the California Public Employees' Retirement System to the ERP and ERP information about new hires to CalPERS
16 Fire scheduling information
17 Harassment prevention training information from Trust Mineral to the ERP with enrollment/completion information back into Trust Mineral
18 IT learning data/history
19 Learning and training information with course information from LinkedIn into the ERP with enrollment information into LinkedIn*
20 Online background checks for recruitment to report back to the ERP 21 Online background checks information
22 Payment information for CRW and Permits
23 Pre-employment physicals and drug screens information 24 Procurement information and history
25 Purchasing card transaction information and receipts 26 Utility billing revenue to the ERP and payment information from the ERP to the CIS (if not replaced) 27 Human resources management system used for recruitment, applicant tracking, onboarding/offboarding, etc. Applicant information into the ERP and vacancy information into NeoGov (if not replaced) * 28 Billing and payment data/history
29 Customer consumption data/history
30 Service order and work order data*
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31 Online payment data/history with open receivables being sent to invoice cloud and receiving payment information and customer account information changes in the ERP* 32 Utility billing revenue to the ERP and payment information from the ERP to the CIS (if not replaced)* The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements.

These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation.

The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler will begin the Initiate & Plan Stage activities with the City no later than forty five (45) calendar days following agreement signing .

Phase Functional
Areas
Modules Start Date Go-Live
Date
1 Financials ● Accounting
● Accounts Payable
● Bid Management
● Budgeting
● Capital Assets
● Cash Management
● Contract Management
● E-procurement
● Project and Grant Accounting
● Purchasing
● Accounts Receivable
● General Billing
● ACFR Statement Builder
● Cashiering
●
January 2024 July 2025
System Wide ● Enterprise Analytics & Reporting
o Tyler Reporting Services
o Munis Office
o HUB
● Enterprise Forms Processing
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● Content Manager Core
2 Human
Resource
Management
● Payroll w/Employee Access
● HR & Talent Management
● Time and Attendance
● Employee Expense Reimbursement
July 2024 January
2026
Data & Insights Project Plan
Week
1 2 3 4 5 6 7 8 9 10 11 12
Initiate and Plan
Assess and Define
Prepare Solution
Production Readiness
Production
Close
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Exhibit F
Exhibit F

REQUIRED CONTRACT PROVISIONS FOR NON-FEDERAL CONTRACTS
UNDER FEDERAL AWARDS - APPENDIX II TO 2 CFR PART 200
The following provisions are required when federal funds are expended by Customer for any contract resulng from this procurement process.

1. Contracts for more than the simplified acquision threshold currently set at $250,000, which is the inflaon adjusted amount determined by the Civilian Agency Acquision Council and the Defense Acquision Regulaons Council (Councils) as authorized by 41 U.S.C. 1908, must address administrave, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sancons and penales as appropriate.

Does vendor agree?
Yes
No
Not Applicable

2. All contracts in excess of $10,000 must address terminaon for cause and for convenience by the non-Federal enty including the manner by which it will be effected and the basis for selement.

Does vendor agree?
Yes
No
Not Applicable

3. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definion of “federally assisted construcon contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Execuve Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Execuve Order 11375, “Amending Execuve Order 11246 Relang to Equal Employment Opportunity,” and implemenng regulaons at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Does vendor agree?
Yes
No
Not Applicable
X
X
X
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Exhibit F

4. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislaon, all prime construcon contracts in excess of $2,000 awarded by non-Federal enes must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulaons (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construcon”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinaon made by the Secretary of Labor. In addion, contractors must be required to pay wages not less than once a week. The non-Federal enty must place a copy of the current prevailing wage determinaon issued by the Department of Labor in each solicitaon. The decision to award a contract or subcontract must be condioned upon the acceptance of the wage determinaon. The non-Federal enty must report all suspected or reported violaons to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “An-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulaons (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construcon, compleon, or repair of public work, to give up any part of the compensaon to which he or she is otherwise entled. The non-Federal enty must report all suspected or reported violaons to the Federal awarding agency.

Does vendor agree?
Yes
No
Not Applicable

5. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal enty in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulaons (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half mes the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construcon work and provide that no laborer or mechanic must be required to work in surroundings or under working condions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or arcles ordinarily available on the open market, or contracts for transportaon or transmission of intelligence.

Does vendor agree?
Yes
No
Not Applicable
X
X
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Exhibit F

6. Rights to Invenons Made Under a Contract or Agreement. If the Federal award meets the definion of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organizaon regarding the substuon of pares, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Invenons Made by Nonprofit Organizaons and Small Business Firms Under Government Grants, Contracts and Cooperave Agreements,” and any implemenng regulaons issued by the awarding agency.

Does vendor agree?
Yes
No
Not Applicable

7. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Polluon Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulaons issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Polluon Control Act as amended (33 U.S.C. 1251- 1387). Violaons must be reported to the Federal awarding agency and the Regional Office of the Environmental Protecon Agency (EPA).

Does vendor agree?
Yes
No
Not Applicable

8. Debarment and Suspension (Execuve Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to pares listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Execuve Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of pares debarred, suspended, or otherwise excluded by agencies, as well as pares declared ineligible under statutory or regulatory authority other than Execuve Order 12549.

Does vendor agree?
Yes
No
Not Applicable

9. Byrd An-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required cerficaon. Each er cerfies to the er above that it will not and has not used Federal appropriated funds to pay any person or organizaon for influencing or aempng to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connecon with obtaining any X
X
X
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Exhibit F
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each er must also disclose any lobbying with non-Federal funds that takes place in connecon with obtaining any Federal award. Such disclosures are forwarded from er to er up to the non-Federal award.

Does vendor agree?
Yes
No
Not Applicable

10. DOMESTIC PREFERENCEES FOR PROCUREMENTS 2 CFR § 200.322. As appropriate, and to the extent consistent with law, the contractor should, to the greatest extend praccable, provide a preference for the purchase, acquision, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

For purposes of this clause:

Produced in the Unes States means, for iron and steel products, that all manufacturing processes, from the inial melng state through the applicaon of coangs, occurred in the United States.

Manufactured products means items and construcon materials composed in whole or in part of nonferrous metals such as aluminum; plascs and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete; glass, including opcal fiber; and lumber.

Does vendor agree?
Yes
No
Not Applicable

11. PROCUREMENT OF RECOVERED MATERIALS 2 CFR § 200.323. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquire:
(i) Compevely within a meframe providing for compliance with the contract performance schedule; (ii) Meeng contract performance requirements; or
(iii) At a reasonable price.

Informaon about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, hps://www.epa.gov/smm/comprehensiveprocurement-guideline-cpg-program.

The Contractor also agrees to comply with all other applicable requirements of Secon 6002 of the Solid Waste Disposal Act.”
Does vendor agree?
Yes
X
X
X
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Exhibit F
No
Not Applicable

12. RECORD RETENTION REQUIREMENTS FOR CONTRACTS PAID FOR WITH FEDERAL FUNDS 2 CFR § 200.334. When federal funds are expended by Customer for any contract resulng from this procurement process, the Vendor cerfies that it will comply with the record retenon requirements detailed in 2 CFR § 200.334. The Vendor further cerfies that Vendor will retain all records as required by 2 CFR § 200.334 for a period of three years aer grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending maers are closed.

Does vendor agree?
Yes
No
Not Applicable

13. BONDING REQUIREMENTS 2 CFR § 200.326. For construcon or facility improvement contracts or sub-contracts exceeding the Simplified Acquision Threshold, the Federal awarding agency or passthrough enty may accept the bonding policy and requirements of the non-Federal enty provided that the Federal awarding agency or pass-through enty has made a determinaon that the Federal interest is adequately protected. If such a determinaon has not been made, the minimum requirements must be as follows:
a) A bid guarantee from each bidder relevant to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, cerfied check, or other negoable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the me specified. b) A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connecon with a contract to secure fulfillment of all the contractor’s requirements under such contract.
c) A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connecon with a contract to assure payment as required by law of all persons supplying labor and material in the executed of the work provided for in the contract.

Does vendor agree?
Yes
No
Not Applicable

14. CERTIFICATION OF ACCESS TO RECORDS 2 C.F.R. §200.337. Vendor agrees that the Inspector General of the District or any of their duly authorized representaves shall have access to any books, documents, papers, and records of Vendor that are directly pernent to Vendor’s discharge of its obligaons under the Contract for the purpose of making audits, examinaons, excerpts, and X
X
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Exhibit F
transcripons. The right also includes mely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relang to such documents.

Does vendor agree?
Yes
No
Not Applicable

15. CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT. When federal funds are expended by Customer for any contract resulng from this procurement process, Vendor cerfies it will comply with the mandatory standards and policies relang to energy which are contained in the state energy conservaon plan issued in compliance with the Energy Policy and Conservaon Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18) Does vendor agree?
Yes
No
Not Applicable
X
X
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PURCHASING DIVISION
RFP FOR: ERP Consulting Services
RFP NO: 24-065
DUE DATE: March 8, 2024
BUYER: R. Yamashita
Avero, LLC512 West Broadway AvenueMaryville, TN 37801Berry, Dunn, McNeil & Parker, LLC2211 Congress Street Portland, ME 04102SDI Presence200E. Randolph, Suite 3550Chicago, IL 60601N/AN/AN/A 1 2 3 4 5 6
Final Score 66.75 93 68.5
**BID AWARD IN PROGRESS**
Tentative City Council Date: April 16,2024
Pending Award Awarded To: Berry, Dunn, McNeil & Parker, LLC CODE KEY: INA = Information Not Available NS = Not Stated NB = No Bid DY = Days WK = Weeks HR = Hours

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve and Authorize the City Manager to Execute an Amendment to the Professional Services Agreement with Ascent Environmental for Consultant Services Related to Preparation of the Gateway-Main St. Specific Plan (Staff Contact: Jay Lee, Planning Director, 408-586-3077)
Category: Community Development
Meeting Date: 4/16/2024
Recommendation: (1) Approve an amendment to the Professional Services Agreement with Ascent Environmental for consultant services related to preparation of the Gateway-Main St.

Specific Plan; (2) Approve a Budget Appropriation of $90,000.00 from the Community Planning Fund into Capital Improvement Program Project No. 3437; and (3) Authorize the City Manager to execute the amended agreement.

Background:

The Milpitas Midtown Specific Plan was originally adopted by City Council in 2002 to maximize land use, transportation, and economic opportunities along the City’s historic Main Street and to energize and catalyze mixed-use, transit-oriented development in the Midtown area, also known as the “heart” of Milpitas. Since adoption of the current Midtown Specific Plan, little of the community’s vision for this area has been realized, and many potential development sites remain vacant and underutilized, especially along Main Street. As part of the update process, the Midtown Specific Plan will be renamed the “Milpitas Gateway/Main Street Specific Plan” and will provide a new vision and strategic policy framework to guide redevelopment and reinvestment in three focus areas and transform this important gateway into an attractive and vibrant destination for the City and the region.

On April 6, 2021, the City Council adopted the FY2022-26 Capital Improvement Plan (CIP), which included the Milpitas Gateway/Main Street Plan (Midtown Specific Plan Update) as Project No. 3437 with an initial outlay of up to $960,000 from the Community Planning Fund. On May 26, 2021, the Metropolitan Transportation Commission (MTC) awarded the City of Milpitas an additional $500,000 through its Priority Development Area (PDA) Planning Grant Program to complete the project.

On March 16, 2021, the Purchasing Division released RFP No. 2515 seeking proposals from qualified vendors with demonstrated experience in municipal planning services to assist the City with the Milpitas Gateway/Main Street Specific Plan (Midtown Specific Plan Update). Following a competitive evaluation process in accordance with the City’s Municipal Code, the top firm, Ascent Environmental, was invited to continue in the evaluation process by providing a detailed scope of work with the proposed compensation for all services outlined in the RFP.

On September 21, 2021, City Council authorized the City Manager to execute a master funding agreement with the Metropolitan Transportation Commission to receive funding through the PDA Planning Grant Program and a professional services agreement with Ascent Environmental for consultant services to prepare the Gateway/Main Street Specific Plan.

Tasks 1-3, which include existing conditions assessments, extensive community outreach, plan visioning, scenario planning, and preferred plan strategies, have been completed. Task 4 (Specific Plan Drafting) and Task 5 (Environmental Evaluation) are underway, and a Public Draft Plan is expected in May 2024. Following public review of the Public Draft Plan, the project team will continue to refine the plan and environmental analysis and aim for adoption hearings in Fall 2024.

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The initial project budget was $930,708. Per Section I-2-3.21 of the Milpitas Municipal Code, the Purchasing Agent is authorized to execute amendment sup to 10 percent of a contract (over $100,000) or $20,000, whichever is less, and up to $40,000 in cumulative amendments. As such, the Purchasing Agent twice executed amendments to the Professional Services Agreement with Ascent Environmental to increase the project budget by $19,500 each time, for a total budget increase of $39,000, resulting in a project budget of $969,708.

Analysis:

An additional amendment to the professional services agreement with Ascent Environmental is needed to reallocate budget amounts between tasks and increase the overall project budget by $90,000. The reallocation of the project budget between tasks will allow the City to complete the Gateway-Main St. Specific Plan more efficiently. Certain tasks by subconsultants were completed under budget and other tasks related to public engagement and outreach were eliminated based on Council feedback from the April 25, 2023 Council study session to streamline the planning process. Therefore, the amendment proposes shifting the excess funds from these tasks to Task 4.2 (Administrative Draft Plan), which is requiring more time and budget than expected.

An additional $90,000 is necessary to augment the budget for Task 4.2 (Administrative Draft Plan), Task 4.3 (Infrastructure and Implementation Chapters), and Task 7 (Project Management). The original scope of work and budget was initially prepared in 2021. At that time, there were several unknowns regarding the scope of work:

1. The project area and boundary;

2. Preparation and inclusion of specific zoning regulations and development standards within the Specific Plan; and

3. The existing condition of utilities and infrastructure within the plan area.

Throughout the preparation of the plan, the project area has expanded to annex adjacent neighborhoods which would benefit from inclusion into the plan area. An additional redevelopment focus area was also added to maximize the development potential of new opportunity sites. Additionally, City staff determined that the scope of work should also include preparing zoning regulations and development standards to ensure consistency between the Specific Plan and Milpitas Zoning Ordinance upon plan adoption rather than amending the zoning map and text later. Furthermore, the existing condition of utilities and infrastructure within the plan area requires additional analysis and utility improvements to ensure that future development will be adequately served. Lastly, due to the added complexity to the scope of work, the project schedule has been extended, requiring additional budget for project management (Task 7).

A redline version of the project budget is attached to show the proposed amendment.

Policy Alternatives:

Alternative 1: Do not approve and authorize the City Manager to execute an amendment to the Professional Services Agreement with Ascent Environmental for consultant services related to the preparation of the Gateway-Main St. Specific Plan.

Pros: None.

Cons: Failure to approve and authorize the City Manager to execute an amendment to the professional services agreement with Ascent Environmental would result in the City being unable to finish updating the Midtown Specific Plan and forgoing $500,000 in approved PDA grant funds, which need to be expended within 36 months of execution of a funding agreement with MTC. Without the Milpitas Gateway/Main Street Specific Plan, the existing Midtown Specific Plan would remain in place. Absent new policies and standards to facilitate catalytic development, the Main Street area and Calaveras Corridor would likely continue to suffer from disinvestment and a lack of identity. The City would potentially miss out on the opportunity to revitalize an important area of the city.

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Reason not recommended: In light of the City’s anticipated Regional Housing Needs Allocation (RHNA) from the Association of Bay Area Governments (ABAG), the Milpitas Gateway/Main Street Specific Plan is needed to help Midtown realize its full development potential and support regional and state efforts to address critical housing needs. If Midtown is unable to accommodate more housing development, it will be more challenging to meet the City’s RHNA obligation. Moreover, the Milpitas Gateway/Main Street Specific Plan is needed to implement the vision of the recently adopted General Plan, which establishes Midtown as a key opportunity area for new economic growth and development in the City.

Fiscal Impact:

The additional $90,000 will be funded by CIP 3437 Milpitas Gateway – Main Street Specific Plan Update project. This project is currently funded by Community Planning Fees and a Priority Development Area Planning Grant from the Metropolitan Transportation Commission. As of 4/11/2024, the remaining balance of this CIP project is $15,927 and there is insufficient funds to fund this activity. City will appropriate additional $74,073 from Community Planning Fund (Fund 214) to increase the funding of this project.

California Environmental Quality Act:

Not applicable. The selection and contractual arrangement of planning services do not constitute a project, in accordance with Section 15378 of the CEQA Guidelines.

Recommendation:
(1) Approve an amendment to the Professional Services Agreement with Ascent Environmental for consultant services related to preparation of the Gateway-Main St. Specific Plan; (2) Approve a Budget Appropriation of $90,000.00 from the Community Planning Fund into Capital Improvement Program Project No. 3437; and (3) Authorize the City Manager to execute the amended agreement.

Attachment:
(a) Amended Project Budget
(b) Amendment No. 3 to the Professional Services Agreement with Ascent Environmental (c) CIP Project No. 3437
(d) Budget Change Form

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PROJECT BUDGET
Ascent
BAE Greensfelder Fehr & Peers BKF Plan to Place Studio J9 Updated 5/22/2023, Updated 6/30/23, Updated 9/29/2023, Updated 11/3/2023, Updated 2/21/2024 Task 1 Plan Boundaries, Data Gathering, and Assessments Total Cost Labor

1.1 Kick-off Meeting and Site Tour 11,055.00 4,520.00 945 $ 1,530 $ 1,170 $ 2,890 $

1.2 Material Review and Preliminary Mapping 5,850.00 5,850.00

1.3 Existing Conditions Assessment (Memos)
Land Use, Zoning, and Urban Form Analysis and Memo 19,375.00 19,375.00 Market Analysis and Memo 27,955.00 1,355.00 26,600 $ - $ Affordable Housing and Community Benefits Analysis 14,550.00 1,760.00 12,790 $ Transportation Analysis and Memo 14,555.00 1,080.00 13,475 $ Public Infrastructure and Utilities Analysis and Memo 11,815.00 1,080.00 $ 10,735 Subtotal, Task 1 105,155.00 35,020.00 $ 945 39,390 $ 15,005 $ 11,905 $ 2,890 $ - $ Task 2 Public Outreach and Engagement Labor

2.1 Community Engagement Strategy 5,550.00 3,150.00 $ 2,400

2.2 Project Branding and Communication Materials 13,070.00 1,690.00 $ 4,030 $ 7,350

2.3 Project Website 7,760.00 7,760.00

2.4 Stakeholder Interviews 6,340.00 6,340.00

2.5 Community Workshops (up to 2)
Workshop 1: Host Community Listening/Vision Session 21,590.00 14,330.00 1,620 $ $ 5,640 Workshop 2: Alternatives 5,640.00 $ 5,640 - $
Survey/ Interactive Web Activities 5,740.00 $ 5,740

2.6 Pop-Up Events (up to 1, completed) 6,895.00 6,895.00

2.7 Community Open House (Replaced w/ Public Review
Process Support) 8,660.00 5,590.00 $ 3,070

2.8 Meet with Technical Advisory Committee (up to 4) 20,530.00 18,600.00 1,930 $ - $ - $

2.9 Support Planning Commission and City Council Study
Sessions (up to 7) 49,885.00 42,350.00 3,125 $ 4,410 $ - $ Subtotal, Task 2 151,660.00 106,705.00 6,675 $ 4,410 $ - $ - $ 26,520 $ $ 7,350 Task 3 Visioning, Scenarios, and Preferred Plan Labor

3.1 Initial Visioning 17,593.00 12,760.00 1,245 $ $ 2,643 945 $

3.2 Scenario Planning 19,985.00 19,985.00

3.3 Preferred Draft Plan and Strategies for Incorporation into the Plan 63,157.50 63,157.50
Land Use Updates, Urban Form, and Parking 0.00
Economic Development and Retail Strategies 30,965.50 $ 19,626 $ 11,340 Strategic Property Acquisition Revenue ("SPAR") Fund 6,650.00 6,650 $ Economic/Scenario Feasibility Testing 16,040.00 16,040 $ Impact Fee Scoping Coordination 2,320.00 2,320 $
Mobility and Circulation 36,575.00 $ 36,575
Public Realm Improvements, Placemaking, and Branding 0.00 Subtotal, Task 3 193,286.00 95,902.50 $ 12,285 45,881 $ 39,218 $ - $ - $ - $ Task 4 Specific Plan Drafting Labor

4.1 Outline and Mock-up 3,580.00 3,580.00

4.2 Administrative Draft Plan 228,113.50 185,236.50 10,620 $ 3,150 $ 7,715 $ 21,392 $

4.3 Revised Draft Plan (Infrastructure and Implementation Chapters) 30,075.00 24,870.00 5,205 $

4.4 Screencheck and Public Draft Plan 16,080.00 16,080.00 Subtotal, Task 4 277,848.50 229,766.50 $ 3,150 10,620 $ 12,920 $ 21,392 $ - $ - $ Task 5 Environmental Evaluation Labor

5.1 Initiation of the Environmental Review 840.00 840.00

5.2 Notice of Preparation and Scoping Meeting 4,900.00 4,900.00

5.3 Administrative Draft EIR 131,520.00 105,120.00 26,400 $

5.4 Public Draft EIR 23,600.00 23,600.00

5.5 Final EIR 25,990.00 25,990.00

5.6 CEQA Findings 4,740.00 4,740.00

5.7 MMRP and Environmental Checklist 6,040.00 6,040.00
Subtotal, Task 5 197,630.00 171,230.00 $ - - $ 26,400 $ - $ - $ - $ Task 6: Plan Adoption Labor

6.1 Support Planning Commission and City Council Hearings (up to 4 meetings total) 23,425.00 16,520.00 3,480 $ 945 $ 2,480 $

6.2 Prepare Final Specific Plan 9,120.00 9,120.00
Subtotal, Task 6 32,545.00 25,640.00 $ 945 3,480 $ 2,480.00 $ Labor
Project Management, Bi-Weekly Calls 72,778.00 64,970.00 3,710 $ 1,608 $ 2,490 $ Subtotal, Project Management 72,778.00 64,970.00 $ - - $ 3,710 $ 1,608 $ 2,490 $ - $ Sub-total, Labor: Ascent and Subconsultants 1,030,902.50 729,234.00 $ 21,735 106,046 $ 99,733 $ 34,905 $ 31,900 $ 7,350 $ Sub-Consultant Direct Costs and Mark-Ups Cost
Subconsultant Direct Costs 6,895.00 $ 250.00 1,250.00 $ 5,395.00 $ - $ - $ - $ Subconsultant Mark-Ups 15,060.68 $ 1,099.25 5,364.78 $ 5,256.40 $ 1,745.25 $ 1,595.00 $ Total 112,660.28 $ 23,084.25 $ 110,384.40 $ 36,650.25 $ 33,495.00 $ 7,350.00 $ SubC Total Fee 323,624.18
The following tasks are reimbursable expenses anticipated for the project, and are contingent upon authorization of the client.

Ascent Expenses Cost
Ascent Direct Costs 6,849.82
Website Maintenance
Subconsultants Summary
Main Street/Gateway Specific Plan Update
Task 7: Project Management

REIMBURSABLE EXPENSES
1

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Printing and Reproduction
Mileage/ Parking/ Travel
TOTAL, Expenses 6,849.82
TOTAL, Labor + Reimbursable Expenses 1,059,708.00
Current Contract Total $ 969,708.00
$ 90,000.00
Contract Total, with Amendment $ 1,059,708.00
Summary of 2/21/2024 Changes

1. Shift the following $14,750, from F&P to Ascent.

Shift $8,750 from F&P Task 2 to Ascent Task 4.2
Shift $6,000 from Task 3.3 to Ascent Task 4.2

2. Shift $6,951from Plan to Place to Ascent Labor, including:

Shift $4,120 from Plan to Place Task 2.6 to Ascent Task 4.2 Remove remaining pop-up from Scope
Remove Open House, and replace w/ Public Review Process Support Move $2,500 Direct Costs to Ascent Task 2.8
Move $331 mark up to Ascent Task 4.2

3. Shift $548.49 cost for mark-ups back into labor (Task 4.2)

4. Shift $2,000 from Ascent Direct Costs into Ascent Task 4.2

5. Add $90,000 in new funds to Ascent Labor, including:

Add $70,000 to Ascent Task 4.2
Add $5,000 to Ascent Task 4.3
Add $15,000 to Ascent Task 7

6. Administrative/format clean-up on cost allocations. 2

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Amendment No. 3 – Ascent Environmental
AMENDMENT NO. 3

TO THE AGREEMENT

BETWEEN THE

CITY OF MILPITAS AND ASCENT ENVIRONMENTAL INC
FOR

MAIN STREET GATEWAY SPECIFIC PLAN UPDATE
This Amendment No. 3 is entered into this day of __________________, by and between the City of Milpitas, a municipal corporation of the State of California (hereafter referred to as "City"), and Ascent Environmental, Inc. , a corporation (hereafter referred to as " Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Amendment No 2.

RECITALS
WHEREAS, on September 29, 2021, the Parties entered into an Agreement for Main Street Gateway Specific Plan Update (the “Agreement”) for the term period of September 29, 2021 to June 30, 2023 with a not to exceed sum of $ 930,708.00; and WHEREAS, on July 29, 2022 the parties amended the Agreement to increase the not to exceed amount by $19,500.00 to $950,208.00 and extend the agreement to December 31, 2023.

WHEREAS, on April 20, 2023 the parties amended the Agreement Internal Shifts in Budget Allocations, and extend the Agreement to June 30, 2024,with no change in compensation.

WHEREAS, the Parties now desire to amend the Agreement for Internal Shifts in Budget Allocations, and to add $19,500.00 to the overall contract to $969,708.00.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Parties agree to amend the Agreement as follows:

1. 2. Compensation is hereby amended to read as follows:

In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Nine Hundred Sixty-Nine Thousand Seven Hundred Eight Dollars and Zero Cents ($969,708.00). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice, which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis. No retainage will be held on payments for this project.

2. Exhibit B- Schedule of Charges/Payments Revised Project Budget is hereby amended and replaced by Exhibit B-2 Project Budget Updated 09/29/2023, attached herein:

3. All other provisions of the Agreement not amended by this Amendment No. 3 shall remain in full force and effect.

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Amendment No. 3 – Ascent Environmental
[SIGNATURES ON THE FOLLOWING PAGE]

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Amendment No. 3 – Ascent Environmental
SIGNATURE PAGE OF AMENDMENT NO. 3

TO THE AGREEMENT FOR

MAIN STREET GATEWAY SPECIFIC PLAN UPDATE BETWEEN THE

CITY OF MILPITAS AND ASCENT ENVIRONMENTAL INC
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 as of the date first written above.

CITY OF MILPITAS ASCENT ENVIRONMENTAL INC
Approved By:

Ned Thomas, City Manager Signature
Date Name
Approved As To Form: Title
Date
Michael Mutalipassi, City Attorney
Approved:

Lauren Lai, CPA, MPA
Finance Director/Risk Manager
Approved As to Content:

Jay Lee, Director of Planning and Neighborhood
Services

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Amendment No. 3 – Ascent Environmental
Exhibit B-1
Project Budget Updated 09/29/2023
[Revised Project Budget on Following Page]

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1 PROJECT BUDGET
Main Street/Gateway Specific Plan Update
Updated 5/22/2023, Updated 6/30/23, Updated 9/29/2023
Task 1 Plan Boundaries, Data Gathering, and Assessments Total Cost

1.1 Kick-off Meeting and Site Tour 11,055.00

1.2 Material Review and Preliminary Mapping 5,850.00

1.3 Existing Conditions Assessment (Memos)
Land Use, Zoning, and Urban Form Analysis and Memo 19,375.00 Market Analysis and Memo 27,955.00
Affordable Housing and Community Benefits Analysis 14,550.00 Transportation Analysis and Memo 14,555.00
Public Infrastructure and Utilities Analysis and Memo 11,815.00 Subtotal, Task 1 105,155.00

REIMBURSABLE EXPENSES
The following tasks are reimbursable expenses anticipated for the project, and are contingent upon authorization of the client.

Current Contract Total
Add: $19,500
Contract Total, with Amendment
Subconsultants Summary
BAE Greensfelder Fehr & Peers BKF Plan to Place Studio J9 $ 945 $ 1,530 $ 1,170 $ 2,890
$ 26,600 $ -
$ 12,790
$ 13,475
$ 10,735
$ 39,390 $ 945 $ 15,005 $ 11,905 $ 2,890 $ -
Labor
4,520.00
5,850.00
19,375.00
1,355.00
1,760.00
1,080.00
1,080.00
35,020.00
$ 950,208.00
$ 19,500.00
$ 969,708.00
Task 2 Public Outreach and Engagement

2.1 Community Engagement Strategy 5,550.00

2.2 Project Branding and Communication Materials 9,320.00

2.3 Project Website 7,760.00

2.4 Stakeholder Interviews 6,340.00

2.5 Community Workshops (up to 2)
Workshop 1: Host Community Listening/Vision Session 14,310.00 Workshop 2: Alternatives 13,740.00
Survey/ Interactive Web Activities 5,970.00

2.6 Pop-Up Events (up to 2) 11,015.00

2.7 Community Open House 8,660.00

2.8 Meet with Technical Advisory Committee (up to 4) 21,170.00

2.9 Support Planning Commission and City Council Study Sessions (up to 7) 57,665.00 Subtotal, Task 2 161,500.00
Labor
3,150.00
1,690.00
7,760.00
6,340.00
7,050.00
7,050.00
230.00
6,895.00
5,590.00
16,100.00
45,750.00
107,605.00
$ 2,400
$ 4,030 $ 3,600
$ 1,620 $ 5,640
$ 1,050 $ 5,640
$ 5,740
$ 4,120
$ 3,070
$ 1,930 $ - $ 3,140
$ 3,125 $ 4,410 $ 4,380
$ 6,675 $ 4,410 $ 8,570 $ - $ 30,640 $ 3,600
Task 3 Visioning, Scenarios, and Preferred Plan

3.1 Initial Visioning 17,593.00

3.2 3.3 Scenario Preferred Planning Draft Plan and Strategies for Incorporation into the 19,985.00 Land Use Updates, Urban Form, and Parking 31,367.50
Economic Development and Retail Strategies 31,425.50
Strategic Property Acquisition Revenue ("SPAR") Fund 8,055.00 Economic/Scenario Feasibility Testing 22,475.00
Impact Fee Scoping Coordination 3,010.00
Mobility and Circulation 42,575.00
Public Realm Improvements, Placemaking, and Branding 22,800.00 Subtotal, Task 3 199,286.00
Labor
12,760.00
19,985.00
31,367.50
460.00
1,405.00
6,435.00
690.00

0.00 22,800.00
95,902.50
$ 1,245 $ 945 $ 2,643
$ 19,626 $ 11,340
$ 6,650
$ 16,040
$ 2,320
$ 42,575
$ 45,881 $ 12,285 $ 45,218 $ - $ - $ -
Task 4 Specific Plan Drafting

4.1 Outline and Mock-up 3,580.00

4.2 Administrative Draft Plan 136,364.00

4.3 Revised Draft Plan 25,075.00

4.4 Screencheck and Public Draft Plan 16,080.00
Subtotal, Task 4 181,099.00
Labor
3,580.00
93,487.00
19,870.00
16,080.00
133,017.00
$ 10,620 $ 3,150 $ 7,715 $ 21,392
$ 5,205
$ 10,620 $ 3,150 $ 12,920 $ 21,392 $ - $ -
Task 5 Environmental Evaluation

5.1 Initiation of the Environmental Review 840.00

5.2 Notice of Preparation and Scoping Meeting 4,900.00

5.3 Administrative Draft EIR 131,520.00

5.4 Public Draft EIR 23,600.00

5.5 Final EIR 25,990.00

5.6 CEQA Findings 4,740.00

5.7 MMRP and Environmental Checklist 6,040.00
Subtotal, Task 5 197,630.00
Labor
840.00
4,900.00
105,120.00
23,600.00
25,990.00
4,740.00
6,040.00
171,230.00
$ 26,400
$ - $ - $ 26,400 $ - $ - $ -
Task 6: Plan Adoption

6.1 Support Planning Commission and City Council Hearings (up to 4 meetings total) 23,425.00

6.2 Prepare Final Specific Plan 9,120.00
Subtotal, Task 6 32,545.00
Labor
16,520.00
9,120.00
25,640.00
$ 3,480 $ 945 $ 2,480
$ 3,480 $ 945 $ 2,480
Task 7: Project Management
Project Management, Bi-Weekly Calls 57,778.00
Subtotal, Project Management 57,778.00
Labor
49,970.00
49,970.00
$ 3,710 $ 1,608 $ 2,490
$ - $ - $ 3,710 $ 1,608 $ 2,490 $ -
Sub-total, Labor: Ascent and Subconsultants 934,993.00 $ 106,046 $ 21,735 $ 114,303 $ 34,905 $ 36,020 $ 3,600 SubC Fee $ 316,609
Expense Cost
Subconsultant Direct Costs 9,395.00
Website Hosting and Digital Platforms 1,000.00
Printing and Reproduction 2,500.00
Mileage/ Parking/ Travel 4,000.00
Subconsultant Administrative Costs (5%) 17,820.00
TOTAL, Expenses 34,715.00
TOTAL, Labor + Reimbursable Expenses 969,708.00
Cost

0.00 1,000.00
2,500.00
4,000.00
17,820.00
25,320.00
BAE Greensfelder Fehr & Peers BKF Plan to Place Studio J9 $ 1,250 $ 250 $ 5,395 $ - $ 2,500 $ -
$ 1,250 $ 250 $ 5,395 $ - $ 2,500 $ -
618,384.50

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2 Summary of 9/29/2023 Changes

1. Shift $30,057 from BAE to Ascent Task 004.
a. Reduce BAE Task 2.8 (TAC) by $1,550. Move to Ascent Task 4.2 b. Reduce BAE Task 2.9 (Study Sessions) by $3835. Move to Ascent Task 4.2 c. Reduce BAE Task 3.3 by $1342, for Strategies. Move to Ascent Task 4.2 d. Reduce BAE Task 3.3 (SPAR) by $23,330. Move to Ascent Task 4.2

2. Add $19,500 to the overall contract value.
a. Add $9,500 to Task 4.2 (Admin Draft Plan)
b. Add $10,000 to Task 7 (Project Management)

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PROJECT NO.

Milpitas Gateway - Main
Street Specific Plan Update
3437
Category: Community Improvement
City Council Priority: Economic Development and Job
Growth
Project Location: Milpitas Gateway-Main Street
Specific Plan
Managing Department: Planning
Contact Person: Ned Thomas [3273]/
Jay Lee [3077]
Project Stage: Planning
Estimated Schedule
Design: 2021-2024
Construction: —
Recurring Project: No
Description
This project provides for the update of the Milpitas Midtown Specific Plan which was adopted in March 2002. In June 2008, the Council amended the Plan to remove approximately 100 acres and create the Transit Area Specific Plan. In October 2019, the Council directed staff to suspend their activities on the update and develop a new strategic direction and scope of work. The update will include strategies for long-range planning and strategic investment in three focus areas and possible boundary changes that align with Council priorities and current conditions in an expanded Midtown area. The Midtown Specific Plan will be renamed the “Milpitas Gateway Main Street Specific Plan” to reflect a greater focus on: 1) the historical significance of Main Street; 2) the importance of Calaveras Boulevard as a primary gateway into Milpitas; and 3) the potential for commercial/ office development along the I-880 freeway/Abbott Avenue frontage.

Notes
On 5/26/2021, the Metropolitan Transportation Commission (MTC) awarded $500k to the City through its Priority Development Area (PDA) Planning Grant Program to assist in funding the project. The program provides funding for specific plans that result in intensified land uses around public transit hubs and bus and rail corridors in the Bay Area. On 9/21/2021, City Council approved a consultant agreement to update the Specific Plan which is anticipated to be completed in FY2023-24.

Community Improvement Projects
106 City of Milpitas

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Uncommitted Balance
as of 5/31/2023
Council
Approval
Milpitas Gateway - Main Street Specific Plan Update
Project No. 3437
$35,000 7/1/2016
Estimated Cost
Phase Prior Year FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 Total Design 590,000 0 0 0 0 0 590,000
Administration 510,000 0 0 0 0 0 510,000
TOTAL $1,100,000 $0 $0 $0 $0 $0 $1,100,000
Funding Source
Prior Year FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 Total Community
Planning Fees 600,000 0 0 0 0 0 600,000
Grants/Reimb./
Developer Fees 500,000 0 0 0 0 0 500,000
TOTAL $1,100,000 $0 $0 $0 $0 $0 $1,100,000
Finance Notes
City Council 2/26/2019 - Mid-Year Budget Appropriation of $250k from Community Planning Fund.

City Council 9/21/2021 - Budget Appropriation of $500k from Priority Development Area (PDA) Planning Grant Program.

City Council 2/21/2023 - Mid-Year Budget Appropriation of $360k from General Government CIP Fund in prior years was defunded for other projects.

Operating Impact Notes
There are no operating or maintenance expenses associated with this project.

Community Improvement Projects
City of Milpitas 107

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City of Milpitas, California

BUDGET CHANGE FORM
From (Credit) To (Debit)
Type of Change
Account Amount Account Amount
Check one:
 Budget
Appropriation
 Budget Transfer
214-2909
331-951-3437-15-3849
$74,073
$74,073
214-3952
331-951-3437-1-4800
$74,073
$74,073
Recommendation: (1) Approve an amendment to the Professional Services Agreement with Ascent Environmental for consultant services related to preparation of the Gateway-Main St. Specific Plan; (2) Approve a Budget Appropriation of $90,000 from the Community Planning Fund into Capital Improvement Program Project No. 3437; and (3) Authorize the City Manager to execute the amended agreement.

Background:

The Milpitas Midtown Specific Plan was originally adopted by City Council in 2002 to maximize land use, transportation, and economic opportunities along the City’s historic Main Street and to energize and catalyze mixed-use, transitoriented development in the Midtown area, also known as the “heart” of Milpitas. Since adoption of the current Midtown Specific Plan, little of the community’s vision for this area has been realized, and many potential development sites remain vacant and underutilized, especially along Main Street. As part of the update process, the Midtown Specific Plan will be renamed the “Milpitas Gateway/Main Street Specific Plan” and will provide a new vision and strategic policy framework to guide redevelopment and reinvestment in three focus areas and transform this important gateway into an attractive and vibrant destination for the City and the region.

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to $40,000 in cumulative amendments. As such, the Purchasing Agent twice executed amendments to the Professional Services Agreement with Ascent Environmental to increase the project budget by $19,500 each time, for a total budget increase of $39,000, resulting in a project budget of $969,708.

Analysis:

Therefore, the amendment proposes shifting the excess funds from these tasks to Task 4.2 (Administrative Draft Plan), which is requiring more time and budget than expected.

1. The project area and boundary;

2. Preparation and inclusion of specific zoning regulations and development standards within the Specific Plan; and

3. The existing condition of utilities and infrastructure within the plan area.

A redline version of the project budget is attached to show the proposed amendment.

Policy Alternatives:

Pros: None.

Fiscal Impact:

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there are insufficient funds to fund this activity. City will appropriate additional $74,073 from Community Planning Fund (Fund 214) to increase the funding of this project.

California Environmental Quality Act:

Not applicable. The selection and contractual arrangement of planning services do not constitute a project, in accordance with Section 15378 of the CEQA Guidelines.

Recommendation:

1. Approve an amendment to the Professional Services Agreement with Ascent Environmental for consultant services related to preparation of the Gateway-Main St. Specific Plan.

2. Approve a budget appropriation of $90,000 from the Community Planning Fund into CIP Project No. 3437.

3. Authorize the City Manager to execute the amended agreement.

Attachment:
a) Amended Project Budget
b) Professional Services Agreement with Ascent Environmental c) CIP Project No. 3437
d) Budget Change Form
 Check if City Council Approval required. Meeting: April 16, 2024 Requested by: Department Head: Jay Lee Date: April 16, 2024 Reviewed by: Interim Finance Director: Gabrielle Tsang Date: April 16, 2024 Approved by: City Manager: Ned Thomas Date: April 16, 2024 Date approved by City Council, if required: Confirmed by:

FI/24786/V Form 30-222 (Rev. 1/92)

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Authorize the City Manager to Execute the Grant Agreement with the County of Santa Clara to Accept the 2023 State Homeland Security Grant Program Award and Approve a Budget Appropriation in the Amount of $105,205.00 to the Police Department’s FY 2023-24 Operating Budget (Staff Contact: Jared Hernandez, Chief of Police, 408-586-2406)
Category: Consent Calendar-Public Safety
Meeting Date: 4/16/2024
Recommendation: Authorize the City Manager to execute the Grant Agreement with the County of Santa Clara to accept the 2023 State Homeland Security Grant Program Award and approve a budget appropriation in the amount of $105,205.00 to the Police Department’s FY 2023-24 Operating Budget.

BACKGROUND:

The U.S. Department of Homeland Security (DHS)/Federal Emergency Management Agency’s (FEMA) Homeland Security Grant Program provides funding to federal, state and local governments for the purpose of strengthening national security in the ability to prevent, respond to, and recover from major events such as terrorist attacks. This grant program is comprised of three sub-programs, including the State Homeland Security Program.

California’s State Homeland Security Grant Program (SHSGP) is administered by the California Governor’s Office of Emergency Services (CalOES). The grant funding must be used to supplement existing funds and may not be used to supplant funds that have been appropriated for the same purpose. CalOES prioritized use of the FY 2023 SHSGP funds into 10 homeland security strategy goals including the prevention of violent extremism through multi-jurisdictional collaboration and coordination.

The Milpitas Police Department (MPD) applied for the FY 2023 SHSGP to purchase a FARO threat assessment 3D scanning system and a mobile trailer security system (equipment to be shared regionally, as needed). Subsequently, the application was approved; in January of 2023, MPD was awarded $105,205.00 to purchase the approved equipment. The total cost of the equipment is estimated at $115,560.21, therefore; the $10,355.21 over the grant award will be absorbed by the Police Department’s FY 2023-24 Operating Budget.

ANALYSIS:

The acceptance of the FY 2023 SHSGP award is contingent upon purchasing the approved equipment, a FARO threat assessment 3D scanning system and a mobile trailer security system. 3D scanning combined with drone photogrammetry is a proven technology that can be used to create detailed 3D maps of the exterior and interior of locations. This data can be used to identify security concerns, guide incident response, and enhance security measures at any given location. The data can also be used to guide rescue operations and assist in the prosecution of criminal cases. With the use of the FARO 3D scanning equipment, the Police Department will be able to record 3D images of buildings (interior and exterior) and outdoor locations.

The mobile trailer security system utilizes PTZ cameras, thermal imaging, and existing automated license plate readers (ALPRs) in the area surrounding and can be placed at the Milpitas BART station and at other critical infrastructure throughout the City. With this equipment, the Police Department will be able to efficiently respond to and investigate terrorist acts or other critical incidents. The mobility of the trailer security system allows for the Police Department to strategically place the trailer throughout the City to cover the ingress/egress at largePage 197 of 970 scale events, such as the 4th of July Parade, and other festivities that are considered soft targets due to the crowded population.

The acquisition of this equipment will enhance public safety in Milpitas and allow the department to be a more effective asset to regional law enforcement partners during a critical incident.

POLICY ALTERNATIVE(S):

Alternative 1: Do not authorize the City Manager to execute the grant agreement and thus refuse the FY 2023 State Homeland Security Grant Program award.

Pros: The City would not incur the $10,355.21 estimated total cost for the equipment that exceeds the grant award amount.

Cons: The Police Department would not have the opportunity to purchase the needed equipment or City general funds would be required to purchase the equipment.

Reason for Not Recommending: The State Homeland Security Grant Program does not require matching funds nor are there any requirements that result in a negative impact. In addition, the acquisition of this equipment will enhance public safety in Milpitas and allow the department to be a more effective asset to regional law enforcement partners during a critical incident.

FISCAL IMPACT:

The grant award is $105,205.00 and total cost of the approved equipment is estimated at $115,560.21. The $10,355.21 over the grant award will be absorbed by the Police Department’s FY 2023-24 Operating Budget. A budget amendment to appropriate $105,205.00 to the Police Department’s FY 2023-24 operating budget is needed (Attachment 1). This grant does not require matching funds.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

The action is a fiscal activity of the City government or an action to create a City government funding mechanism that does not involve any commitment to any specific project which may result in a potentially significant impact on the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.

RECOMMENDATION:

1. Authorize the City Manager to Execute the Grant Agreement with the County of Santa Clara to Accept the 2023 State Homeland Security Grant Program Award.

2. Approve a Budget Appropriation in the Amount of $105,205.00 to the Police Department’s FY 2023-24 Operating Budget.

ATTACHMENT(S):
(a) Budget Change Form
(b) Grant Agreement with Grant Assurances
(c) Resolution

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City of Milpitas, California

BUDGET CHANGE FORM
From (Credit) To (Debit)
Type of Change
Account Amount Account Amount
Check one:
 Budget
Appropriation
 Budget Transfer
267-3557 $105,205 267-721-4873
267-721-4873
$65,488
$39,717
Recommendation: Authorize the City Manager to execute the Grant Agreement with the County of Santa Clara to accept the 2023 State Homeland Security Grant Program Award and Approve a budget appropriation in the amount of $105,205.00 to the Police Department’s FY 2023-24 Operating Budget.

BACKGROUND:

The total cost of the equipment is estimated at $115,560.21, therefore; the $10,355.21 over the grant award will be absorbed by the Police Department’s FY 2023-24 Operating Budget.

ANALYSIS:

The mobile trailer security system utilizes PTZ cameras, thermal imaging, and existing automated license plate readers (ALPRs) in the area surrounding and can be placed at the Milpitas BART station and at other critical infrastructure throughout the City. With this equipment, the Police Department will be able to efficiently respond to and investigate terrorist acts or other critical incidents. The mobility of the trailer security system allows for the Police Department to strategically place the trailer throughout the City to cover the ingress/egress at large-scale events, such as the 4th of July Parade, and other festivities that are considered soft targets due to the crowded population.

The acquisition of this equipment will enhance public safety in Milpitas and allow the department to be a more effective asset to regional law enforcement partners during a critical incident.

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POLICY ALTERNATIVE(S):

Alternative 1: Do not authorize the City Manager to execute the grant agreement and thus refuse the FY 2023 State Homeland Security Grant Program award.

Pros: The City would not incur the $10,355.21 estimated total cost for the equipment that exceeds the grant award amount.

Cons: The Police Department would not have the opportunity to purchase the needed equipment or City general funds would be required to purchase the equipment.

FISCAL IMPACT:

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

RECOMMENDATION:

1. Authorize the City Manager to Execute the Grant Agreement with the County of Santa Clara to Accept the 2023 State Homeland Security Grant Program Award.

2. Approve a Budget Appropriation in the Amount of $105,205.00 to the Police Department’s FY 2023-24 Operating Budget.

ATTACHMENT(S):
(a) Budget Change Form
(b) Grant Agreement with Grant Assurances
 Check if City Council Approval required. Meeting: April 16, 2024 Requested by: Department Head: Jared Hernandez Date: April 16, 2024 Reviewed by: Interim Finance Director: Gabrielle Tsang Date: April 16, 2024 Approved by: City Manager: Ned Thomas Date: April 16, 2024 Date approved by City Council, if required: Confirmed by:

FI/24786/V Form 30-222 (Rev. 1/92)

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2023 SHSGP MOU
City of Milpitas 1

AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND

THE CITY OF MILPITAS GRANTING PROGRAM FUNDS FOR THE
2023 STATE HOMELAND SECURITY GRANT PROGRAM
THIS AGREEMENT is made effective when fully executed by the County of Santa Clara (“County”) and the City of Milpitas (“City”) for the allocation and distribution of 2023 State Homeland Security Grant Program (“SHSGP”) funds.

RECITALS
WHEREAS, the 2023 SHSGP (AL# 97.067) supports the implementation of State Homeland Security Strategies to address the identified planning, organization, equipment, training and exercise needs for acts of terrorism and other catastrophic events, and management and administration of the grant. In addition, SHSGP supports the implementation of the National Preparedness Guidelines, the National Incident Management System (NIMS), and the National Response Framework (NRF); WHEREAS, the State of California (“State”) has designated the County as the Operational Area for purposes of distributing SHSGP funds to the cities, special districts and other entities within the County.

An Anti-Terrorism Approval Body (“County Approval Authority”), comprised of the County Health Officer, the County Fire Chief, a Municipal Fire Chief, the County Sheriff, and a Chief of Police, has been appointed for the purpose of approving the distribution of SHSGP funds at the Operational Area level;
WHEREAS, on September 1, 2023, the California Governor’s Office of Emergency Services (“Cal OES”) awarded the County 2023 SHSGP funds in the amount of $1,882,403. The allocation of the SHSGP funds will be determined by the County Approval Authority in accordance with the grant guidelines.

NOW, THEREFORE, the County and City agree as follows:

THE AGREEMENT
Article I. Definitions

1. Specific Terms
(a) “Burdened Labor Rate” shall mean the labor rate including benefits, taxes and other deductions from an employee’s paycheck. This rate does not include vacation benefits. (b) “City” shall mean the City of Milpitas, its officers, board members, employees, and agents. (c) “County” shall mean the County of Santa Clara, its officers, board members, employees, and agents.
(d) “SHSGP funds” or “SHSGP funding” shall mean the funding City receives under this Agreement.

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(e) “Federal Program Guidance” shall mean guidance documents issued by the Federal Emergency Management Agency, including the SHSGP Program Funding Opportunity Announcement, for Fiscal Year 2023.
(f) “Grant Certifications and Assurances” shall mean the FY23 SHSGP Agreement Articles, Assurances, Certifications, Terms, and Conditions.
(g) “Highly Compensated Individual” shall mean an individual whose income is $300,000 or more per year.
(h) “Prime Recipient” shall refer to County.
(i) “State Guidance” shall mean the California Supplement to the Federal Program Funding Opportunity Announcement, issued by Cal OES for Fiscal Year 2023. (j) “Sub-Recipient” shall refer to City.

2. References to This Agreement
Any reference to this Agreement shall include: (a) the Agreement; (b) all exhibits, appendices, schedules, and attachments to this Agreement; (c) all statutes, ordinances, regulations, rules, or other documents incorporated by reference into this Agreement; (d) all amendments, modifications, or supplements to this Agreement.

Article II. Payment

1. Payment Eligibility
Unless otherwise approved in advance by the County Office of Emergency Management (“OEM”) Grants Administrator (hereinafter “grants administrator”), only an actual cash disbursement by City for a claimed expense shall be eligible for reimbursement by the County as approved and specified in Exhibit A, SHSGP Project Funding, which is attached and hereby incorporated into this Agreement.

2. Amount of Payment
The County will provide City, unless otherwise specified, with the equipment, supplies, and/or other resources as set forth in Exhibit A, SHSGP Project Funding. Specifications for such equipment shall be provided by City’s requesting agency to the County for the appropriate procurement process. City’s requesting agency will be notified when the procurement process is complete for final approval of equipment prior to the order being placed. If, through previous agreement with the County, City is to procure its own equipment, performance milestone dates will apply (refer to Article IV, Section 3(b)).

The County may reallocate SHSGP funds as specified in Article II, section 4 of this Agreement. County does not guarantee a minimum payment to City.

Authorized personnel budgets are allowable within the County OEM, Central Fire, and County Emergency Medical Services for grant-funded staffing. The personnel budget for these departments will reflect the expenditure authority. Reimbursement for actual cash disbursements will be requested

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through the County OEM. Based on the preference of the Department/Agency, reimbursement requests may be requested on a monthly or quarterly basis. For County Departments, reimbursements will be made via inter-county transfer. For all others, a County warrant will be issued.

3. Maximum Amount Payable
Subject to the availability of funds and the priorities established by the County Approval Authority, the maximum amount of SHSGP funds payable by the County to City under this Agreement must not exceed $105,205 for equipment, $0 for training costs, and $0 for planning costs, as allocated by the County Approval Authority.

4. Reallocation of SHSGP Grant Funds

For the purpose of maximizing the resources available for preparedness for acts of terrorism and other catastrophic events within the Operational Area, City agrees that the County Approval Authority may reallocate funds under this Agreement to another applicant if the County determines that City is unable to utilize the amount allocated under this Agreement. The County may base its determination on factors that include but are not limited to the following: delivery timelines, fund expenditure capabilities, and timeliness of expenditure. The County will notify City in writing of any determination to reallocate funds, by issuing a “Notice of Reallocation.” SHSGP funds will be put forth to the County Approval Authority for reallocation. City agrees that the County has the authority to increase or decrease the maximum amount payable under this Agreement as specified in the Notice of Reallocation document without liability and the County has the authority to amend Exhibit A, “SHSGP Project Funding,” accordingly. Upon issuance, the Notice of Reallocation will automatically become part of this Agreement.

Article III. Requests for Reimbursement and Reimbursements

1. Required Documentation for Reimbursement
The SHSGP is a reimbursement grant under which Cal OES disburses reimbursement funds to County, and County disburses reimbursement funds to City. No cash advances are permitted under the SHSGP program.
(a) Requests for Equipment
The following documentation is required for all reimbursement requests for equipment:
• Quote or solicitation documents
• Summary of pricing and chosen vendor
• Documentation that vendor is not on the excluded parties list (https://sam.gov/content/home) (a print-out of the search result page will suffice) • Purchase order and/or contract
• Receiving documentation/packing slip
• Invoice
• Proof of payment

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All equipment must be approved by the County Approval Authority and must be authorized per the web-based Authorized Equipment List at https://www.fema.gov/grants/tools/authorizedequipment-list. (You may also contact the Grant Manager for a current Authorized Equipment List number.)
(b) Subcontracts
If City awards subcontracts totaling $25,000 or more, it must report on any such subcontracts and on Highly Compensated Individuals on the Financial Disclosure Form, Exhibit D, within 30 days of the award. The following information must be included in City’s report on any sub-award exceeding $25,000:
• Name of entity receiving award;
• Amount of award;
• Funding agency;
• Assistance Listing program number;
• Award title (descriptive of the purpose of the funding action); • Location of the receiving entity and primary location of performance including city, state, and federal Congressional district;
• Federally issued “Unique Entity ID” of the receiving entity, and of its parent if applicable; and
• Total compensation and names of receiving entity’s five most highly compensated executives if:
o In the preceding fiscal year, the subcontractor received 80 percent or more, and $25,000,000 or more, of its gross annual revenue from federal procurement contracts or subcontracts or from federal financial assistance subject to the Transparency Act, as defined at 2 C.F.R. § 170.230; and o The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a), 78o(d), or under section 6104 of the Internal Revenue Code of 1986.
o City must report subcontractor executive compensation by the end of the month following the month in which it makes the sub-award. For example, if the subaward is obligated in any date in April 2024, City must report any required compensation information by May 31, 2024.

Classified information that, in the interest of national security, requires protection against unauthorized disclosure (i.e., information deemed Top Secret, Secret, or Confidential under Executive Order 12958) is exempt from the Prime and Sub-Recipient reporting requirements, as are contracts with individuals.
(c) Sole and Single Source Contracts
Sole source or single source contracts of $250,000 or more are not allowable under the SHSGP program unless first approved by Cal OES. City must obtain sole/single source request documentation and submit it to the Grants Manager of County’s OEM. Upon City’s completion and submission of the required sole/single source documentation, County’s Grants Manager shall

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forward all sole/single source documents to the appropriate Cal OES contact for review and approval. Only after Cal OES approval is given can a sole/single source procurement be completed and expenditures reimbursed using SHSGP allocated funds. All sole source procurements must follow the most current applicable Federal procurement requirements for grants and, if more restrictive, City’s own procurement policies. (d) Other Requests
The following documentation is required for all reimbursement requests for contractors:
• Quote or solicitation documents
• Executive summary of how contractor was chosen
• Documentation that vendor is not on the excluded parties list (https://www.sam.gov/) (a print-out of the search result page will suffice)
• Purchase order and/or contract
• Invoice showing deliverables and milestones completed • Proof of payment
• Financial Disclosure Form (Exhibit D) if awarded contract exceeds $25,000 The following documentation is required for reimbursement of Salaries:
• Functional timesheet
• Description of scope of job which includes Homeland Security-related functions • Burdened Labor Rate
• Payroll reports showing amount paid for each pay period being claimed The following documentation is required for reimbursement for Training activities:
• Class syllabus
• Class sign-in sheet
• Instructor/consultant contract documents
• Instructor’s invoice
• Proof of payment

2. Submission of Requests for Reimbursement
(a) City shall submit reimbursement requests to County’s OEM on a quarterly basis. Unless pre-approved by County’s OEM Director or designee, all reimbursement requests shall be due fifteen calendar days after the end of the quarter, with the exception of the final expenditure and/or invoice, as indicated below. Any expenditure during the final period identified in the chart below shall be made by April 15, 2025, and any related invoice shall be submitted by April 30, 2025, unless otherwise pre-approved by County’s OEM Director or designee, in order to meet 2023 SHSGP deadlines.
(b) During the term of this Agreement, County is not obligated to honor any request for reimbursement that is submitted after April 30, 2025.

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Article IV. Use of Funds

1. Master Grant Obligations
(a) City shall comply with the SHSGP Federal Program Guidance, the State Guidance, and the Grant Certifications and Assurances, attached as Exhibit B. City shall require any subgrantee, contractor, or other entity receiving SHSGP funds through or from City to execute a copy of the Grant Certifications and Assurances, and shall be responsible for ensuring that sub-grantee, contractor, or other entity complies with the Grant Certifications and Assurances.
(b) City shall ensure its Project Manager is available to meet with County OEM staff upon request during the period of this agreement to report on progress on each project funded under this Agreement.
(c) City shall comply with all other applicable statutes, regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, Cal OES grant management memos, and instructions; the terms and conditions of the grant award; and any other conditions imposed by Cal OES or by this Agreement, provided that if any provisions of this Agreement conflict with any State requirements, the State requirements will control. City shall ensure that any sub-grantee, contractor, or other entity receiving SHSGP funds through or from City complies with all applicable statutes, regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, Cal OES grant management memos, and instructions; the terms and conditions of the grant award; and any other conditions imposed by Cal OES or by this Agreement.
(d) City shall establish and maintain administrative, programmatic, and fiscal management records in accordance with federal and state requirements, and:
i. Maintain financial management systems that support grant activities in accordance with federal and state requirements.
ii. The County shall provide and affix equipment tracking numbers for all equipment purchased through its procurement process. Using the County-issued tracking number, City shall maintain an equipment tracking ledger that tracks the equipment within City and complies with federal and state requirements. (e) By executing this Agreement, City certifies that it is not debarred, suspended, or otherwise ineligible to receive SHSGP funds. In addition, City shall ensure and independently verify that any sub-grantee, contractor, or other entity receiving SHSGP funds through or from City is not debarred, suspended, or otherwise excluded from participation in the SHSGP program.

City shall maintain documentary proof of this verification in its files.

2. Scope of Services
(a) If City has been allocated funding for a project, Exhibit A, “SHSGP Project Funding,” will serve as the basis for the project. A further detailed description may be necessary and will

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be requested by the County if needed to be incorporated by reference herein. If future funding is allocated, City shall provide a detailed description of the approved project to be attached hereto and incorporated by reference herein.
(b) City shall use the funds granted under this Agreement in a manner compliant with:
i. The applications submitted by the County to the State for the grant under this Agreement;
ii. The grant guidelines issued by the State for the grant under this Agreement; and iii. The notifications issued by the State of the approval of the grant under this Agreement.
(c) The documents described in Exhibit B of this Agreement (collectively the “State Grant Requirements”) are on file with the County and the granting agencies of the State, and are hereby incorporated into this Agreement. City hereby acknowledges that it has received a copy of the State Grant Requirements.
(d) City shall use the funds granted under this Agreement only for the purpose of implementing applicable initiatives under the 2023 SHSGP program, as indicated in Exhibit A, “SHSGP Project Funding”. City shall not use the funds granted under this Agreement for any other purpose. Incumbents filling positions funded by the 2023 SHSGP program shall work at a location inside of the City County Operational Area, and the work of grant-funded personnel must be solely focused on threats to the Santa Clara County Operational Area. County will not disburse funds to or otherwise pay City for services that do not address a terrorism nexus, or for materials, equipment, or supplies provided by City that are beyond the scope of the services, materials, equipment, or supplies agreed upon in this Agreement or a lawfully executed written amendment.

3. Performance and Reporting Requirements
(a) Performance reports indicating the status of outstanding projects are due to the County Grants Administrator on a quarterly basis as follows:
(b) The following dates represent the Grant Performance Period for the SHSGP program:
• Performance Period 1 (September 1, 2023 – December 31, 2023) – due by January 15, 2023
• Performance Period 2 (January 1, 2024 – March 31, 2024) – due by April 15, 2024 • Performance Period 3 (April 1, 2024 – June 30, 2024) – due by July 15, 2024 • Performance Period 4 (July 1, 2024 – September 30, 2024) – due by October 15, 2024
• Performance Period 5 (October 1, 2024 – December 31, 2024) – due by January 15, 2025
• Performance Period 6 (January 1, 2025 – March 31, 2025) – due by April 15, 2025 (c) The County will provide City with a report template (Exhibit C, “Performance Report”), and City will utilize the template to complete the performance submittal to the County.

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(d) Payments made by the County to City are conditioned upon the timely receipt of applicable, accurate and complete reports, including supporting document, to be submitted by City.
(e) City will notify the County representative identified in Article VII, Section I, within 15 days, when City has completed all performance obligations for these grants. (f) City will provide single audit reports to the County by July 31st of each fiscal year.

Article V. Term and Termination

1. Term of Agreement
This Agreement is effective from September 1, 2023 through May 31, 2025.

2. Availability of Funds
(a) The parties acknowledge and agree that this Agreement is dependent upon the availability of county, regional, State and/or federal funding.
(b) Budgetary Contingency: This Agreement is contingent upon the appropriation of sufficient funding by County for the products and services covered by this Agreement. If funding is reduced or eliminated by County for the products or services covered by this Agreement, County has the option to either terminate this Agreement with no liability occurring to County or to offer an amendment to this Agreement indicating the reduced amount. (c) The obligations of County to make payments in accordance with the provisions of this Agreement may be delayed, reduced or terminated as a result of any delay, reduction, or change in allocation or allotment in funding to County from federal, State or other regional funding sources.

3. Termination
(a) Termination for Convenience. County shall have the option, in its sole discretion, to terminate this Agreement at any time without cause upon written notice to City. The written notice shall specify the date on which termination shall become effective, which shall be no less than seven (7) days from the date of the notice. (b) Termination for Cause. Either party may terminate this Agreement for cause upon written notice to the other party. The written notice shall specify the date on which termination shall become effective, which shall be no less than thirty (30) days from the date of the notice. Termination for cause includes, but is not limited to, a material breach of this Agreement, a violation of any applicable laws, or failure to comply with applicable SHSGP guidelines.
(c) Opportunity to Cure. In the event of termination for material breach of this Agreement, the non-breaching party shall give written notice of the breach to the breaching party, specifying the breach/cause. The breaching party shall not be deemed in default and the

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non-breaching party shall not institute proceedings or exercise any remedies against the breaching party unless the breach has not been cured, corrected or remedied within thirty (30) days after the breaching party’s receipt of the notice of breach, or within such longer period as may be reasonably required to cure, correct or remedy the breach, provided the breaching party has commenced its cure, correction or remedy within the thirty (30) day period and diligently and continuously pursues that cure, correction or remedy. (d) If this Agreement is terminated, City shall return SHSGP funding in accordance with SHSGP program guidelines.

Article VI. Indemnification and Liabilities

1. Indemnification by City
In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed between the parties under Government Code section 895.6, County and City agree instead that under Government Code section 895.4, City shall fully indemnify and hold County, its officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of City, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to City under this Agreement. This indemnity shall include, without limitation, reasonable attorneys’ fees, consultants and experts and related costs, and County’s cost of investigating any claim.

2. Duty to Defend
City acknowledges and agrees that its obligation to defend County under Article VI: (a) is an immediate obligation, independent of its other obligations under this Agreement; and (b) applies to any claim, expense, cost, damage, or liability falling within the scope of Article VI, regardless of whether the allegations made in connection with that claim, expense, cost, damage, or liability may be groundless, false, or fraudulent. County shall provide City with prompt notice of any claim, expense, cost, damage, or liability under Article VI and City shall have the right to defend, settle, or compromise that claim, expense, cost, damage, or liability, provided, however, that County shall have the right to retain its own counsel at City’s expense if representation of County by counsel retained by City would result in a conflict of interest, and that City shall obtain County’s prior written consent to settle or compromise if City contends that County shares in any liability. County’s failure to notify City promptly of any claim, expense, cost, damage, or liability shall not relieve City of liability to County under Article VI unless that failure materially impairs City’s ability to defend against the claim, expense, cost, damage, or liability.

3. Limitation on Liability
County, its officers, board members, employees, and agents shall not be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of City, its officers, board members, employees, or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to City under this Agreement.

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County’s obligations under this Agreement shall be limited to the aggregate amount of SHSGP funds actually disbursed. Notwithstanding any other provision in this Agreement or any other document or communication between County and City relating to this Agreement, in no event shall County be liable for any damages arising out of or in connection with this Agreement, the SHSGP funds, City’s Spend Plan, or any activities performed in connection with this Agreement.

Article VII. Miscellaneous

1. Notice
All notices required by this Agreement shall be deemed given when provided in writing and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing:

To City:

Matthew Miller
Milpitas Police Department
1275 North Milpitas Blvd.

Milpitas, CA 95035
To County:

Michelle Sandoval
Grant and Administrative Services Manager
County of Santa Clara Office of Emergency Management
55 W. Younger Ave., Suite 450
San José, CA 95110

2. Compliance with all Laws, Including Nondiscrimination, Equal Opportunity, and Wage Theft Prevention
(a) Compliance with All Laws: City shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the nondiscrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below. (b) Compliance with Non-Discrimination and Equal Opportunity Laws: City shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, City shall not discriminate against any subcontractor,

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employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall City discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
(c) Compliance with Wage and Hour Laws: City shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws.
(d) Definitions: For purposes of this Subsection (2), the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City’s Office of Equality Assurance. (e) Prior Judgments, Decisions or Orders against City: By signing this Agreement, City affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that City violated an applicable wage and hour law or pay equity law. City further affirms that it has satisfied and complied with – or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgments. (f) Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, City receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then City shall promptly satisfy and comply with any such Final Judgment. City shall inform the Office of the County ExecutiveOffice of Countywide Contracting Management (“OCCM”) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. City shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice

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provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
(g) Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to City’s records, City shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, City shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during City’s normal business hours upon no less than 10 business days’ advance notice.
(h) Pay Equity Notification: City shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to City for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of City’s Employees and Job Applicants. (i) Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions:

1. Suspend or terminate any or all parts of this Agreement.

2. Withhold payment to City until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law.

3. Offer City an opportunity to cure the breach.
(j) Subcontractors: City shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

3. County No-Smoking Policy
City and its employees, agents and subcontractors shall comply with County’s No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned buildings and leased buildings where County is the sole occupant, and (3) in all County vehicles.

4. Food and Beverage Standards
Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by City with County funds for County-sponsored meetings or events.

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If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low-fat and low-calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans-fat per serving. Whenever possible, City shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high-calorie desserts; (3) attempt to accommodate special dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and City should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans-fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

If beverages are to be provided, beverages that meet the County’s nutritional criteria are: (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, for which sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored nonfat or 1% low-fat dairy milk; (4) plantderived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8-ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8-ounce serving. Sugar-sweetened beverages shall not be provided.

5. Governing Law
This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara.

6. Assignment
The parties may not assign this Agreement or the rights and obligations hereunder without the specific written consent of the other.

7. Entire Agreement
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.

8. Amendments
This Agreement may only be amended by a written instrument signed by the parties.

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9. Counterparts; Contract Execution
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed Agreement, or an electronically signed Agreement, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County.

10. Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

11. Waiver
No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing, and shall apply to the specific instance expressly stated.

12. Conflicts of Interest; Political Reform Act
City shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County. In accepting this Agreement, City covenants that is presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of services under this Agreement. City is responsible for assuring compliance of its subcontractors, if any, with the requirements of this provision.

If applicable, City and its agents shall comply with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any County officer during the proceeding and for 12 months following the final decision in the proceeding.

Disclosures pursuant to the Levine Act must be submitted online at the Office of the Clerk of the Board of Supervisors website at http://www.sccgov.org/levineact.

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13. California Public Records Act
County and City are public agencies subject to the disclosure requirements of the California Public Records Act (“CPRA”). If either County’s or City’s proprietary information is contained in documents or information submitted to the other party, and the submitting party claims that such information falls within one or more CPRA exemptions, the submitting party must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information.

In the event of a request for such information, the receiving party will make best efforts to provide notice to the submitting party prior to such disclosure. If the submitting party contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the receiving party is required to respond to the CPRA request. If the submitting party fails to obtain such remedy within the time the receiving party is required to respond to the CPRA request, the receiving party may disclose the requested information.

14. Third Party Beneficiaries
This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.

15. COVID-19 Requirements
City shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference.

City shall comply with all reasonable requests by County for documentation demonstrating City's compliance with this Section.

16. Survival
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upon termination or expiration of this Agreement.

17. Prohibition on Contracting for Covered Telecommunications Equipment or Services (a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy #405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services.

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(b) Prohibitions.

1. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. §200.216 prohibit the head of an executive agency on or after Aug. 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

2. Unless an exception in paragraph (c) of this clause applies, City and any contractor and/or subcontractor may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:
a. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;
c. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or d. Provide, as part of its performance of this contract, subcontract or other contractual instrument, any equipment, system or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c) Exceptions.

1. This clause does not prohibit City or its contractors or subcontractors from providing— a. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

2. By necessary implication and regulation, the prohibitions also do not apply to:
a. Covered telecommunications equipment or services that:

1. Are not used as a substantial or essential component of any system; and

2. Are not used as critical technology of any system.
b. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.
(d) Reporting requirement.

1. In the event the City or its contractor or subcontractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or City or its contractor or subcontractor is notified of such by a subcontractor at any tier or by any other source, City shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

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2. City shall report the following information pursuant to paragraph (d)1 of this clause:
a. Within one business day for the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.
b. Within 10 business days of submitting the information in paragraph (d)2a of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts.

City shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.

18. Domestic Preferences for Procurement1
(a) As appropriate and to the extent consistent with law, City should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all contracts and purchase orders for work or products under this agreement. (b) For purposes of this section:

1. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

2. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymerbased products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

19. Noncompetitive Procurement & Training
The State will not reimburse grant recipients for non-competitively procured terrorism-related training or exercises, regardless of the cost. Exceptions to this policy may be approved in limited circumstances, e.g., related to a procurement effort that has resulted in inadequate competition. County requires City to submit the Cal OES Request for Noncompetitive Procurement Authorization form for any training or exercise-related sole/single source requests. City must have written approval for noncompetitively procured source training or exercises prior to obligating any funds. 1 “Local preference” is still prohibited under 2 CFR Part 200 Section 200.319(c)

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20. Nationwide Cybersecurity Review (NCSR)
All SHSGP recipients must complete the NCSR between October and December and the submission deadline is December 1st of every year. Completion time is approximately 2-3 hours.

The Federal Emergency Management Agency (FEMA) and the Cybersecurity and Infrastructure Security Agency (CISA) have determined that providing information on the Nationwide Cybersecurity Review (NCSR) benefits and improves the quality of cybersecurity investment justifications (IJs) submitted by SHSGP recipients. The NCSR is a no-cost, anonymous, and annual self-assessment designed to measure gaps and capabilities of state, local, tribal, territorial, nonprofit, and private sector agencies’ cybersecurity programs. The anonymous results provide actionable feedback and metrics directly to individual respondents.

21. Certified Resolution of Signature Authority
Upon request of County, City shall deliver to County a copy of the resolution(s) authorizing execution, delivery, and performance of this Agreement, certified as true, accurate and complete by the appropriate authorized representative of City.

Signed:

COUNTY OF SANTA CLARA CITY OF MILPITAS
By__________________________ ________ By_________________________ ________ James R. Williams Date Ned Thomas Date
County Executive City Manager
By _________________________ ________
Jared Hernandez Date
Chief of Police
Approved as to Form and Legality: Approved as to Form:
____________________________ ________ ____________________________ ________ Kavita Narayan Date Michael Mutalipassi Date
Chief Assistant County Counsel City Attorney

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Enclosures
Exhibit A 2023 SHSGP Project Funding List
Exhibit B 2023 SHSGP Grant Assurances
Exhibit C Quarterly Reporting Requirements and Report Template Exhibit D Financial Disclosure Form (FFATA)
Exhibit E Certification Regarding Lobbying

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FY 2023 Homeland Security Grant Program Exhibit A Line Item # Discipline Agency/Contact Info Funding
Category Project Description Allocated Amount
20 Law
Milpitas Police Department
John Torrez, Assistant Chief of Police Equipment
Threat Assessment 3D Scanning
System $65,488.00
22 Law
Milpitas Police Department
Tyler Jamison, Police Lieutenant Equipment Mobile Trailer Security System $39,717.00 $105,205.00

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Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

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As the duly authorized representative of the Applicant, I hereby certify that the Applicant has the legal authority to apply for federal assistance and the institutional, managerial, and financial capability (including funds sufficient to pay any non-federal share of project cost) to ensure proper planning, management, and completion of the project described in this application, within prescribed timelines.

The requirements outlined in these assurances apply to Applicant and any of its subrecipients.

I further acknowledge that the Applicant is responsible for reviewing and adhering to all requirements within the:
(a) Applicable Federal Regulations (see below);
(b) Federal Program Notice of Funding Opportunity (NOFO); (c) Federal Preparedness Grants Manual;
(d) California Supplement to the NOFO; and
(e) Federal and State Grant Program Guidelines.

Federal Regulations
Government cost principles, uniform administrative requirements, and audit requirements for federal grant programs are set forth in Title 2, Part 200 of the Code of Federal Regulations (C.F.R.). Updates are issued by the Office of Management and Budget (OMB) and can be found at http://www.whitehouse.gov/omb/.

In the event Cal OES determines that changes are necessary to the subaward after a subaward has been made, including changes to period of performance or terms and conditions, Applicants will be notified of the changes in writing. Once notification has been made, any subsequent request for funds will indicate Applicant acceptance of the changes to the subaward.

State and federal grant award requirements are set forth below. The Applicant hereby agrees to comply with the following:

1. Proof of Authority
The Applicant will obtain proof of authority from the city council, governing board, or authorized body in support of this project. This written authorization must specify that the Applicant and the city council, governing board, or authorized body agree:

Exhibit B

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(a) To provide all matching funds required for the grant project and that any cash match will be appropriated as required;
(b) Any liability arising out of the performance of this agreement shall be the responsibility of the Applicant and the city council, governing board, or authorized body;
(c) Grant funds shall not be used to supplant expenditures controlled by the city council, governing board, or authorized body;
(d) The Applicant is authorized by the city council, governing board, or authorized body to apply for federal assistance, and the institutional, managerial and financial capability (including funds sufficient to pay the non-federal share of project cost, if any) to ensure proper planning, management and completion of the project described in this application; and
(e) The official executing this agreement is authorized by the Applicant.

This Proof of Authority must be maintained on file and readily available upon request.

2. Period of Performance
The period of performance is specified in the Award. The Applicant is only authorized to perform allowable activities approved under the award, within the period of performance.

3. Lobbying and Political Activities
As required by Section 1352, Title 31 of the United States Code (U.S.C.), for persons entering into a contract, grant, loan, or cooperative agreement from an agency or requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan, the Applicant certifies that:
(a) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

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(b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
(c) The Applicant shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and discloseaccordingly.

The Applicant will also comply with provisions of the Hatch Act (5 U.S.C. §§ 1501- 1508 and §§ 7324-7328) which limit the political activities of employees whose principle employment activities are funded in whole or in part with federal funds.

Finally, the Applicant agrees that federal funds will not be used, directly or indirectly, to support the enactment, repeal, modification or adoption of any law, regulation or policy without the express written approval from the California Governor’s Office of Emergency Services (Cal OES) or the federal awarding agency.

4. Debarment and Suspension
As required by Executive Orders 12549 and 12689, and 2 C.F.R. § 200.214 and codified in 2 C.F.R. Part 180, Debarment and Suspension, the Applicant will provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the federal government. The Applicant certifies that it and its subrecipients:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;
(b) Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

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(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (4)(b) of this certification; and (d) Have not within a three-year period preceding this application had one or more public transaction (federal, state, or local) terminated for cause or default.

Where the Applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application.

5. Non-Discrimination and Equal Employment Opportunity
The Applicant will comply with all state and federal statutes relating to nondiscrimination, including:
(a) Title VI of the Civil Rights Act of 1964 (Public Law (P.L.) 88-352 and 42 U.S.C. § 2000d et. seq.) which prohibits discrimination on the basis of race, color, or national origin and requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services;
(b) Title IX of the Education Amendments of 1972, (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex in any federally funded educational program or activity;
(c) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794), which prohibits discrimination against those with disabilities or access and functional needs; (d) Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. § 12101et seq.), which prohibits discrimination on the basis of disability and requires buildings and structures be accessible to those with disabilities and access and functional needs;
(e) Age Discrimination Act of 1975, (42 U.S.C. §§ 6101-6107), whichprohibits discrimination on the basis of age;
(f) Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd—2), relating to confidentiality of patient records regarding substance abuse treatment; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), relating to nondiscrimination in the sale, rental or financing of housing as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)—

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be designed and constructed with certain accessible features (See 24 C.F.R. § 100.201);
(h) Executive Order 11246, which prohibits federal contractors and federally assisted construction contractors and subcontractors, who do over $10,000 in Government business in one year from discriminating in employmentdecisions on the basis of race, color, religion, sex, sexual orientation, gender identification or national origin;
(i) Executive Order 11375, which bans discrimination on the basis of race, color, religion, sex, sexual orientation, gender identification, or national origin in hiring and employment in both the United States federal workforce and on the part of government contractors;
(j) California Public Contract Code § 10295.3, which prohibits discrimination based on domestic partnerships and those in same sex marriages; (k) Department of Homeland Security (DHS) policy to ensure the equal treatment of faith-based organizations, under which the Applicant must comply with equal treatment policies and requirements contained in 6 C.F.R.

Part 19;
(l) The Applicant will comply with California’s Fair Employment and Housing Act (FEHA) (California Government Code §§12940-12957), as applicable. FEHA prohibits harassment and discrimination in employment because of ancestry, familial status, race, color, religious creed (including religious dress and grooming practices), sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, mental and physical disability, genetic information, medical condition, age, pregnancy, denial of medical and family care leave, or pregnancy disability leave, military and veteran status, and/or retaliation for protesting illegal discrimination related to one of these categories, or for reporting patient abuse in tax supported institutions;
(m)Any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and
(n) The requirements of any other nondiscrimination statute(s) that may apply to this application.

6. Drug-Free Workplace
As required by the Drug-Free Workplace Act of 1988 (41 U.S.C. § 701 et seq.),the Applicant certifies that it will maintain a drug-free workplace and a drug-free awareness program as outlined in the Act.

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7. Environmental Standards
The Applicant will comply with state and federal environmental standards, including:
(a) California Environmental Quality Act (CEQA) (California Public Resources Code §§ 21000-21177), to include coordination with the city or county planning agency;
(b) CEQA Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3, §§ 15000-15387);
(c) Federal Clean Water Act (CWA) (33 U.S.C. § 1251 et seq.), which establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters; (d) Federal Clean Air Act of 1955 (42 U.S.C. § 7401) which regulates air emissions from stationary and mobile sources;
(e) Institution of environmental quality control measures under the National Environmental Policy Act (NEPA) of 1969 (P.L. 91-190); the Council on Environmental Quality Regulations for Implementing the Procedural Provisions of NEPA; and Executive Order 12898 which focuses on the environmentaland human health effects of federal actions on minority and low-income populations with the goal of achieving environmental protection for all communities;
(f) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988;
(g) Executive Order 11514 which sets forth national environmental standards; (h) Executive Order 11738 instituted to assure that each federal agency empowered to enter into contracts for the procurement of goods, materials, or services and each federal agency empowered to extend federal assistance by way of grant, loan, or contract shall undertake such procurement and assistance activities in a manner that will result in effective enforcement of the Clean Air Act and the Federal Water Pollution Control Act Executive Order 11990 which requires preservation of wetlands;
(i) The Safe Drinking Water Act of 1974, (P.L. 93-523); (j) The Endangered Species Act of 1973, (P.L. 93-205);
(k) Assurance of project consistency with the approved state management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.);
(l) Conformity of Federal Actions to State (Clear Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); and

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(m) Wild and Scenic Rivers Act of 1968 (16 U.S.C. § 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system.

The Applicant shall not be: (1) in violation of any order or resolution promulgated by the State Air Resources Board or an air pollution district; 2) subject to a cease-anddesist order pursuant to section 13301 of the California Water Code for violation of waste discharge requirements or discharge prohibitions; or 3) determined to be in violation of federal law relating to air or water pollution.

8. Audits
For subrecipients expending $750,000 or more in federal grant funds annually, the Applicant will perform the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and 2 C.F.R., Part 200, Subpart F Audit Requirements.

9. Cooperation and Access to Records
The Applicant must cooperate with any compliance reviews or investigations conducted by DHS. In accordance with 2 C.F.R. § 200.337, the Applicant will give the awarding agency, the Comptroller General of the United States and, if appropriate, the state, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award. The Applicant will require any subrecipients, contractors, successors, transferees and assignees to acknowledge and agree to comply with this provision.

10. Conflict of Interest
The Applicant will establish safeguards to prohibit the Applicant’s employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain.

11. Financial Management
False Claims for Payment - The Applicant will comply with 31 U.S.C §§ 3729-3733 which provides that Applicant shall not submit a false claim for payment, reimbursement, or advance.

12. Reporting - Accountability
The Applicant agrees to comply with applicable provisions of the Federal Funding Accountability and Transparency Act (FFATA) (P.L. 109-282), including but not limited to (a) the reporting of subawards obligating $30,000 or more in federal funds,

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and (b) executive compensation data for first-tier subawards as set forth in 2 C.F.R.

Part 170, Appendix A. The Applicant also agrees to comply with the requirements set forth in the government-wide financial assistance award term regarding the System for Award Management and Universal Identifier Requirements located at 2 C.F.R.

Part 25, Appendix A.

13. Whistleblower Protections
The Applicant must comply with statutory requirements for whistleblower protections at 10 U.S.C. § 2409, 41 U.S.C. § 4712, and 10 U.S.C. § 2324, 41 U.S.C. § 4304 and § 4310.

14. Human Trafficking
The Applicant will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. § 7104) which prohibits the Applicant or its subrecipients from: (1) engaging in trafficking in persons during the period of time that the award is in effect; (2) procuring a commercial sex act during the period of time that the award is in effect; or (3) using forced labor in the performance of the award or subawards under the award.

15. Labor Standards
The Applicant will comply with the following federal labor standards:
(a) The Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), as applicable, and the Copeland Act (40 U.S.C. § 3145 and 18 U.S.C. § 874) and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally-assisted construction contracts or subcontracts, and (b) The Federal Fair Labor Standards Act (29 U.S.C. § 201 et seq.) as they apply to employees of institutes of higher learning (IHE), hospitals and other nonprofit organizations.

16. Worker’s Compensation
The Applicant must comply with provisions which require every employer to be insured to protect workers who may be injured on the job at all times during the performance of the work of this Agreement, as per the workers compensation laws set forth in California Labor Code §§ 3700 et seq.

17. Property-Related
If applicable to the type of project funded by this federal award, the Applicant will:
(a) Comply with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)

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which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of federal or federally-assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of federal participation in purchase;
(b) Comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires federal award subrecipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more;
(c) Assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. § 470), Executive Order 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16U.S.C. § 469a-1 et seq.); and
(d) Comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. § 4831 and 24 CFR Part 35) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures.

18. Certifications Applicable Only to Federally-Funded Construction Projects For all construction projects, the Applicant will:
(a) Not dispose of, modify the use of, or change the terms of the real property title or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the federal awarding agency directives and will include a covenant in the title of real property acquired in whole or in part with federal assistance funds to assure nondiscrimination during the useful life of the project;
(b) Comply with the requirements of the awarding agency with regard to the drafting, review and approval of construction plans and specifications; and (c) Provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progressive reports and such other information as may be required by the assistance awarding agency or State.

19. Use of Cellular Device While Driving is Prohibited
The Applicant is required to comply with California Vehicle Code sections 23123 and 23123.5. These laws prohibit driving motor vehicle while using an electronic wireless communications device to write, send, or read a text-based communication.

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Drivers are also prohibited from the use of a wireless telephone without hands-free listening and talking, unless to make an emergency call to 911, law enforcement, or similar services.

20. California Public Records Act and Freedom of Information Act The Applicant acknowledges that all information submitted in the course of applying for funding under this program, or provided in the course of an entity’s grant management activities that are under Federal control, is subject to the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and the California Public Records Act, California Government Code §7920.000 et seq. The Applicant should consider these laws and consult its own State and local laws and regulations regarding the release of information when reporting sensitive matters in the grant application, needs assessment, and strategic planning process.

HOMELAND SECURITY GRANT PROGRAM (HSGP) –

PROGRAM SPECIFIC ASSURANCES / CERTIFICATIONS

21. Acknowledgment of Federal Funding from DHS
The Applicant must acknowledge its use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds.

22. Activities Conducted Abroad
The Applicant must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained.

23. Best Practices for Collection and Use of Personally Identifiable Information (PII) DHS defines personally identifiable information (PII) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. If the Applicant collectsPII, the Applicant is required to have a publicly-available privacy policy that describes standards on the usage and maintenance of PII they collect. The Applicant may refer to the DHS Privacy Impact Assessments: Privacy Guidance and Privacy template as a useful resource.

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24. Copyright
The Applicant must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of United States Government sponsorship (including the award number) to any work first produced under federal financial assistance awards.

25. Duplication of Benefits
Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies, to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions, or for other reasons. However, these prohibitions would not preclude the Applicant from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions.

26. Energy Policy and Conservation Act
The Applicant must comply with the requirements of 42 U.S.C. § 6201 which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act.

27. Federal Debt Status
The Applicant is required to be non-delinquent in its repayment of any federal debt.

Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129.

28. Fly America Act of 1974
The Applicant must comply with Preference for United States Flag Air Carriers: (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942.

29. Hotel and Motel Fire Safety Act of 1990
In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, the Applicant must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, as amended, 15 U.S.C. § 2225a.

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30. Non-supplanting Requirement
If the Applicant receives federal financial assistance awards made under programs that prohibit supplanting by law, the Applicant must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non- federal sources.

31. Patents and Intellectual Property Rights
Unless otherwise provided by law, the Applicant is subject to the Bayh-Dole Act, Pub.

L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. The Applicant is subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

32. SAFECOM
If the Applicant receives federal financial assistance awards made under programs that provide emergency communication equipment and its related activities, the Applicant must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications.

33. Terrorist Financing
The Applicant must comply with Executive Order 13224 and United States law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. The Applicant is legally responsible for ensuring compliance with the Order and laws.

34. Reporting of Matters Related to Recipient Integrity andPerformance If the total value of the Applicant’s currently active grants, cooperative agreements, and procurement contracts from all federal assistance offices exceeds $10,000,000 for any period of time during the period of performance of this federal financial assistance award, the Applicant must comply with the requirements set forth in the government-wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated here by reference in the award terms and conditions.

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35. USA Patriot Act of 2001
The Applicant must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. §§ 175-175c.

36. Use of DHS Seal, Logo, and Flags
The Applicant must obtain permission from their DHS Financial Assistance Office, prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials.

37. Performance Goals
In addition to the Biannual Strategy Implementation Report submission requirements outlined in the Preparedness Grants Manual, the Applicant must demonstrate how the grant-funded project addresses the core capability gap associated with each project and identified in the Threat and Hazard Identification and Risk Analysis or Stakeholder Preparedness Review or sustains existing capabilities, as applicable. The capability gap reduction or capability sustainment must be addressed in the Project Description of the BSIR for each project.

38. Applicability of DHS Standard Terms and Conditions to Tribes The DHS Standard Terms and Conditions are a restatement of general requirements imposed upon the Applicant and flow down to any of its subrecipients as a matter of law, regulation, or executive order. If the requirement does not apply to Indian tribes or there is a federal law or regulation exempting its application to Indian tribes, then the acceptance by Tribes of, or acquiescence to, DHS Standard Terms and Conditions does not change or alter its inapplicability to an Indian tribe. The execution of grant documents is not intended to change, alter, amend, or impose additional liability or responsibility upon the Tribe where it does not already exist.

39. Required Use of American Iron, Steel, Manufactured Products, and Construction Materials
The Applicant must comply with the “Build America, Buy America” Act (BABAA), enacted as part of the Infrastructure Investment and Jobs Act and Executive Order 14005. Applicants receiving a federal award subject to BABAA requirements may not use federal financial assistance funds for infrastructure projects unless:
(a) All iron and steel used in the project are produced in the United States – this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;

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(b) All manufactured products used in the project are produced in the United States – this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and
(c) All construction materials are manufactured in the United States – this means that all manufacturing processes for the construction material occurred in the United States.

The “Buy America” preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. It does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a “Buy America” preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

Per section 70914(c) of BABAA, FEMA may waive the application of a “Buy America” preference under an infrastructure program in certain cases.

On July 1, 2022, OMB approved FEMA’s General Applicability Public Interest Waiver of the BABAA requirements to be effective for a period of six months, through January 1, 2023. Applicants will not be required to follow the BABAA requirements for FEMA awards made, and any other funding FEMA obligates, during this waiver period. For any new awards FEMA makes after January 1, 2023, as well as new funding FEMA obligates to existing awards or through renewal awards where the new funding is obligated after January 1, 2023, Applicants will be required to follow the BABAA requirements unless another waiver is requested and approved.

40. Advancing Effective, Accountable Policing and Criminal Justice Practice to Enhance Public Trust and Public Safety
The Applicant must comply with the requirements of section 12(c) of Executive Order 14074. The Applicant is also encouraged to adopt and enforce policies consistent with Executive Order 14074 to support safe and effective policing.

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IMPORTANT
The purpose of these assurances is to obtain federal and state financial assistance, including any and all federal and state grants, loans, reimbursement, contracts, etc.

Applicant recognizes and agrees that state financial assistance will be extended based on the representations made in these assurances. These assurances are binding on Applicant, its successors, transferees, assignees, etc. as well as any of its subrecipients.

Failure to comply with any of the above assurances may result in suspension, termination, or reduction of grant funds.

All appropriate documentation, as outlined above, must be maintained on file by the Applicant and available for Cal OES or public scrutiny upon request. Failure to comply with these requirements may result in suspension of payments under the grant or termination of the grant or both and the Applicant may be ineligible for award of any future grants if Cal OES determines that the Applicant: (1) has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above.

All of the language contained within this document must be included in the award documents for all subawards at all tiers. Applicants are bound by DHS Standard Terms and Conditions 2023, Version 2, hereby incorporated by reference, which can be found at: https://www.dhs.gov/publication/fy15-dhs- standard-terms-and-conditions.

The undersigned represents that he/she is authorized to enter into this agreement for and on behalf of the Applicant.

Applicant:

Signature of Authorized Agent:

Printed Name of Authorized Agent:

Title: Date:

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Exhibit C
Quarterly Performance and Reporting Requirements
Quarterly performance reports indicating the status of FY 2023 State Homeland Security Grant Program (SHSGP) projects are due to the County Grants Administrator, Michelle Sandoval.

The following dates represent the Grant Performance Period for the SHSGP program:
• Performance Period 1 (September 1, 2023 – December 31, 2023) – quarterly performance report due January 15, 2024
• Performance Period 2 (January 1, 2024 – March 31, 2024) – quarterly performance period report due April 15, 2024
• Performance Period 3 (April 1, 2024 – June 30, 2024) – quarterly performance period report due July 15, 2024
• Performance Period 4 (July 1, 2024 – September 30, 2024) – quarterly performance period report due October 15, 2024
• Performance Period 5 (October 1, 2024 – December 31, 2024) – quarterly performance period report due January 15, 2025
• Performance Period 6 (January 1, 2025 – March 31, 2025) – quarterly performance period report due April 15, 2025
• Performance Period 7 (April 1, 2025 – May 31, 2025) – quarterly performance period report due June 1, 2025

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Performance Report
FISCAL YEAR 2023 Homeland Security Grant Program
Reporting Sub-recipient: __________________________________________________ Performance Period: from _________________ to ____________________ (see Agreement with County for Performance Period Report due date) Mailing Instructions: Please complete the performance report and return it by the appropriate due date as indicated: (see Agreement with County for Performance Period Report due dates) Santa Clara County Office of Emergency Management
Attention: Michelle Sandoval
55 West Younger Ave, Suite 450
San Jose CA, 95110
Questions regarding the completion of this performance report should be directed to Santa Clara County Office of Emergency Management (408) 808-7800. Questions can also be sent via email to [email protected]. Reports can be mailed to the above address.

Part I –Sub-recipient Contact Information
Authorized person who is responsible for completing this form:

Name_______________________________________________________________________ Title ________________________________________________________________________ Mailing
Address_____________________________________________________________________ Phone_____________________________________Fax______________________________ E-mail _____________________________________________
Exhibit C

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Part II – Project Activities
Directions: Complete the following items to reflect activities completed on your project during this reporting period.

1. Project Title: ______________________________________________________

2. Please explain the actions/processes being taken and estimated completion date.

Part III –Signature of Preparer
I certify that I have prepared this report with the most timely and accurate information available.

Signature: ____________________________________ Date: _________________________ Printed Name: _________________________________ Title: _________________________

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Federal Funding Accounting and Transparency Act (FFATA) Financial Disclosure

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Public Law (PL) 109-282 Federal Funding Accountability and Transparency Act of 2006, as amended by Section 6202(a) of the Government Funding Transparency Act of 2008 (PL 110-252), which is outlined in the Federal Emergency Management Agency, Grant Programs Directorate Information Bulletin No. 350.

As defined by the Office of Management Budget, the following are subject to FFATA reporting requirements:

1. All new federal awards of $30,000 or more, as of August 13, 2020.

NOTE: Cal OES reports on this requirement in the Federal Funding Accountability and Transparency Act Subaward Reporting System (FSRS).

2. The Total Compensation and Names of the top five executive, if the Subrecipient in the preceding year received:
a. 80 percent or more of its annual gross revenues in Federal Awards; and b. $25,000,000 or more in annual gross revenues from Federal awards; and c. The public does not have access to information about the compensation of the senior executives of the entity.

Subrecipients are required to provide the Executive compensation information in the below chart, if applicable.

Executive Name Title Annual
Salary
Annual Dollar
Value of Benefits
Total
Compensation
Not subject to the Executive Compensation requirement of the FFATA Financial Disclosure.

Exhibit D

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Federal Funding Accounting and Transparency Act (FFATA) Financial Disclosure

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The undersigned represents that he/she is authorized to enter into this agreement for and on behalf of the Applicant.

Subrecipient: ____________________________________________________________________ Signature of Authorized Agent: ___________________________________________________ Printed Name of Authorized Agent: _______________________________________________ Title: _____________________________________ Date: _________________________________

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Certification Regarding Lobbying

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Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard FormLLL, 'Disclosure of Lobbying Activities,' in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Exhibit E

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Certification Regarding Lobbying

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The Subrecipient, as identified below, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Subrecipient understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Subrecipient: ________________________________________________________________ Signature of Authorized Agent: _______________________________________________ Printed Name of Authorized Agent: ___________________________________________ Title: _____________________________________ Date: _____________________________

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RESOLUTION NO. ______

RESOLUTION OF THE MILPITAS CITY COUNCIL AUTHORIZING EXECUTION,

DELIVER, AND PERFORMANCE OF THE AGREEMENT BETWEEN THE COUNTY OF

SANTA CLARA AND THE CITY OF MILPITAS GRANTING PROGRAM FUNDS FOR THE 2023 STATE HOMELAND SECURITY GRANT PROGRAM
WHEREAS, the 2023 SHSGP (AL# 97.067) supports the implementation of State Homeland Security Strategies to address the identified planning, organization, equipment, training and exercise needs for acts of terrorism and other catastrophic events, and management and administration of the grant. In addition, SHSGP supports the implementation of the National Preparedness Guidelines, the National Incident Management System (NIMS), and the National Response Framework (NRF); and WHEREAS, the State of California (“State”) has designated the County as the Operational Area for purposes of distributing SHSGP funds to the cities, special districts and other entities within the County.

An Anti-Terrorism Approval Body (“County Approval Authority”), comprised of the County Health Officer, the County Fire Chief, a Municipal Fire Chief, the County Sheriff, and a Chief of Police, has been appointed for the purpose of approving the distribution of SHSGP funds at the Operational Area level; and WHEREAS, on September 1, 2023, the California Governor’s Office of Emergency Services (“Cal OES”) awarded the County 2023 SHSGP funds in the amount of $1,882,403. The allocation of the SHSGP funds will be determined by the County Approval Authority in accordance with the grant guidelines.

NOW, THEREFORE, the City Council of the City of Milpitas hereby finds, determines, and resolves as follows:

1. The City Council has considered the full record before it, which may include but is not limited to such things as the staff report, testimony by staff and the public, and other materials and evidence submitted or provided to it. Furthermore, the recitals set forth above are found to be true and correct and are incorporated herein by reference.

2. The City Manager for the City of Milpitas is hereby authorized to execute and deliver the Agreement between the County of Santa Clara and the City of Milpitas Granting Program Funds for the 2023 State Homeland Security Grant Program and to take all actions necessary to perform thereunder.

PASSED AND ADOPTED this on ______ day of ________, 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

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Suzanne Guzzetta, City Clerk Carmen Montano, Mayor
APPROVED AS TO FORM:

Michael Mutalipassi, City Attorney

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Receive an Update on Storm Drain System Emergency Repairs and Improvements at Evans Road and Piedmont Creek and Determine that the Condition Continues to Constitute an Emergency (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 4/16/2024
Recommendation: (1) Receive an update on the storm drain system emergency repairs and improvements at Evans Road and Piedmont Creek; and (2) Determine by a four-fifths vote that the condition continues to constitute an emergency.

Background:

Pursuant to Public Contract Code section 22050 and the attached Council Resolution No. 9134, the Director of Public Works, in the case of emergency, may authorize a repair of a public facility and procure the work without giving notice for bids. An emergency is defined as “a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services.” Additionally, State law requires the Public Works Director, as the City official with delegated authority to take emergency action, to report any emergency authorization and the reason(s) for the authorization to the City Council not later than seven days after the action, or at its next regularly scheduled meeting if that meeting will occur not later than 14 days after the action. Further, the Public Works Director is required to report why the emergency would not permit a delay resulting from a competitive solicitation for bids and the City Council is required to review the emergency action at every regularly scheduled meeting thereafter until the emergency repair is completed. The City Council shall continue to review the emergency action at every regularly scheduled meeting thereafter until the action is terminated. At each review, the City Council shall determine, by a four-fifths vote, whether there is a need to continue the action.

Consistent with applicable State law and Council Resolution, on November 21, 2023, the Public Works Director declared an emergency and authorized the City to contract with local contractor, Able Construction Inc., for the storm drain system emergency repairs and improvements at Evans Road and Piedmont Creek. Further, within the required timeframe the Public Works Director informed the City Council via the attached Information Memorandum on November 21, 2023 regarding the emergency authorization, the reasons for the authorization, and the cost for repair in the amount of $137,519.

Project Update(s):

Below is a current update on the status of the storm drain emergency repairs and improvements at Evans Road and Piedmont Creek.

The contractor substantially completed improvements at Piedmont Creek, per project plans and specifications, the week of February 20th. The first progress payment for improvements at Piedmont Creek was submitted the week of March 4th. Work on storm drain improvements at Evans Road commenced the week of February 20th and was substantially completed the week of March 18th, pending fabrication and installation of the metal grate cover for the concrete storm drain inlet. A change order was issued the week of April 1st for fabrication and installation of the steel grate at Evans Road in the amount of $6,550. This change order was needed to incorporate design modifications that accommodate for long term operation and maintenance of the storm drain inlet. The metal grate is planned for installation the week of April 22nd.

Upon completion of the Evans Road improvements, the City will perform a site walkthrough to ensure the improvements at both project locations have been completed per project plans and specifications and the project site(s) are satisfactorily restored to pre-project conditions. The City will subsequently issue a punch-list for any

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outstanding items prior to deeming the project complete. Both projects are anticipated to be deemed complete the week of April 22nd.

Fiscal Impact:

Funding for these repairs is available in the City’s Capital Improvement Program (CIP) budget. CIP Project 3715 - Storm Drain System Rehabilitation Project will fund $137,519 for the storm drain system emergency repairs and improvements at Evans Road and Piedmont Creek. Funding source comes from the Storm Drain General Fund and Storm Drain Fund. As of April 4, 2024, the balance in CIP 3715 is $1,460,724.

California Environmental Quality Act:

The emergency repair work is exempt from CEQA, per CEQA Guidelines Section 15301, Existing Facilities and 15302, Replacement or Reconstruction.

Recommendations:
(1) Receive an update on the storm drain system emergency repairs and improvements at Evans Road and Piedmont Creek.
(2) Determine by a four-fifths vote that the condition continues to constitute an emergency.

Attachment:

None

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CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve a Three-Year Agreement with Portford Solutions for Maintenance and Support of ApplicationXtender Document Management Software and Authorize the City Manager to Execute the Agreement (Staff Contact: Daniel Nam, Information Technology Director, 408-586-2712)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 4/16/2024
Recommendation: Approve a three-year agreement with Portford Solutions for the licensing and maintenance and support services related to ApplicationXtender for the not-to-exceed amount of $118,150.19 and authorize the City Manager to execute the agreement.

BACKGROUND:

ApplicationXtender is digital document management software used by various City departments. The City has relied on this software for the past 20 years to categorize, track, and store electronic documents and files. The operation of the system requires software licensing as well as a mandatory support and maintenance service to keep the software updated and obtain future new functionality.

In August 2004, the City entered into an agreement with Peelle Technologies, Inc. to purchase software licensing and maintenance support for ApplicationXtender. In August 2005, the City and Peelle agreed to amend the Peelle Contract (Amendment No. 1) to increase the contract amount. The City has continued to renew the annual agreements with Peelle.

In February 2017, Peelle transferred its ApplicationXtender support and maintenance service to Portford Solutions. In June 2017, Portford and the City entered into an Assumption of Contract Agreement. Portford Solutions assumed the City’s existing contract with Peelle under the existing terms and conditions, including the Annual Maintenance Agreement. Portford Solutions has satisfactorily provided support services to the City, and the company has the technical expertise in the document management industry to continue to provide the City with support for the ApplicationXtender product.

In March 2023, the City entered into a new two-year contract with Portford Solutions for maintenance support in the not-to-exceed amount of $71,149.60 for the service period from June 29,2022 through June 28, 2024.

The retroactive nature of the contract addressed various delays from the renewal negotiation. The current agreement will expire soon, and the City seeks to enter into a new three-year agreement.

ANALYSIS:

The ApplicationXtender application is a critical document management system used by various City departments. The use of the software requires a service and maintenance contract to ensure proper operation, receive security patches and new features, and receive technical support as needed.

Staff recommends entering into a new agreement with Portford Solutions for maintenance and support services, as described above, and requests Council authorization of a three-year agreement for a not-toexceed amount of $118,150.19.

POLICY ALTERNATIVES:

Alternative 1: Do not authorize the City Manager to execute the three-year agreement with Portford Solutions contract for ApplicationXtender.

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Pros: The City will not incur $118,150.19 in costs.

Cons: The City will not have access to maintenance and support services for the ApplicationXtender software and the ability to manage electronic documents.

Reason for Not Recommending: Without licensing of the ApplicationXtender software, the City will not have a way to track, categorize and store digital documents, and the software also requires access to maintenance and support services. Authorizing the City Manager to execute the three-year agreement with Portford Solutions will ensure a continued capability for document management.

FISCAL IMPACT:

The total not-to-exceed cost for the three-year agreement is $118,150.19. The cost for the first year is $36,750.77. There are sufficient funds available for the first year in the Information Technology FY24-25 operating budget. Funding for future years will be allocated through the annual budget process.

Service Term Amount
Year 1: 6/29/2024-6/28/2025 $36,750.77
Year 2: 6/29/2025-6/28/2026 $39,323.47
Year 3: 6/29/2026-6/28/2027 $42,075.95
California Environmental Quality Act (CEQA):

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 in accordance with Section 15378 of the California Environmental Quality Act Guidelines.

RECOMMENDATION:

Approve a three-year agreement with Portford Solutions for the licensing and maintenance and support services related to ApplicationXtender for the not-to-exceed amount of $118,150.19 and authorize the City Manager to execute the agreement.

Attachment(s):

Draft Agreement

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1 38077.00180\29167975.12 C2

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE

CITY OF MILPITAS AND PORTFORD SOLUTIONS GROUP INC
This Agreement is made and entered into as of (“Effective Date”) by and between the City of Milpitas, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 455 E. Calaveras Boulevard, Milpitas, California 95035 (“City”), and Portford Solutions Group, Inc., a California corporation with its principal place of business at 668 North Coast Highway, Unit 1198, Laguna Beach, CA 92651 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Support and Maintenance Agreement for ApplicationXtender Software (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit B.
b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of One Hundred Eighteen Thousand One Hundred Fifty Dollars and Nineteen Cents ($118,150.19). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter

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2 38077.00180\29167975.12 C2
outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the Agreement term and for four (4) years from the date of final payment under the Agreement for inspection by City.

5. Term.

The term of this Agreement shall be from June 29, 2024 to June 28, 2027, unless earlier terminated as provided herein. The City reserves the right to review the Consultant’s performance at the end of each year and cancel all or part of the Agreement.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon the Effective Date.

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

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3 38077.00180\29167975.12 C2

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Consultant
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under Exhibit D (Insurance Requirements), attached hereto and incorporated herein by this reference. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required therein.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is One Thousand Dollars and Zero Cents ($1,000.00) or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall

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4 38077.00180\29167975.12 C2
defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations.

Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for

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5 38077.00180\29167975.12 C2
which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. c. The Consultant understands and accepts that at all times; the Agreement is subject to appropriation of funds by the Milpitas City Council. The Agreement may terminate without penalty, liability or expense of any kind to the City at the end of Agreement term. The City has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other contracts. City budget decisions are subject to the discretion of the Mayor and City Council. Consultant’s assumption of risk of possible non-appropriation is a part of the consideration for the Agreement. This section controls against any and all other provisions of the Agreement.

17. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

18. Organization
Consultant shall assign Nick Bolton as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

19. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Milpitas
455 E. Calaveras Boulevard
Milpitas, California 95035
Attn: Daniel Nam, Information Technology
Director
CONSULTANT:

Portford Solutions Group, Inc.
668 North Coast Highway, Unit 1198,
Laguna Beach, CA 92651
Attn: Nick Bolton
and shall be effective upon receipt thereof.

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6 38077.00180\29167975.12 C2

21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

22. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.

25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

27. Time of Essence
Time is of the essence for each and every provision of this Agreement.

28. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

29. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further,

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7 38077.00180\29167975.12 C2
Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

30. Wage Theft Prevention
a. Consultant, and any subconsultant it employs to complete work under this Agreement, shall comply with all applicable federal, state and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance.
b. BY SIGNING THIS AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS

DISCLOSED ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO

EXECUTING THIS AGREEMENT THAT CONSULTANT OR ITS SUBCONSULTANTS HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. CONSULTANT FURTHER AFFIRMS

THAT IT OR ITS SUBCONSULTANT(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT,

DECISION OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN FULLY

SATISFIED, CONSULTANT AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) IS CURRENTLY

SATISFYING SAID JUDGMENT, DECISION OR ORDER THROUGH A PAYMENT OR

ALTERNATIVE PLAN APPROVED BY THE APPLICABLE COURT/GOVERNMENT AGENCY

AND THAT CONSULTANT OR ITS SUBCONSULTANT(S) ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT.
c. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Consultant or a subconsultant it employs to perform work under this Agreement has violated any applicable wage and hour law, or Consultant learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Consultant shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order.

Consultant or its subconsultant(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order.

If the Consultant or its subconsultant is subject to a payment or other alternative plan, the Consultant or its subconsultant shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.
d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

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e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.
f. Notice provided to the City shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd. Milpitas, CA 95035. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.
[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE

CITY OF MILPITAS AND PORTFORD SOLUTIONS GROUP INC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF MILPITAS
Approved By:

Ned Thomas, City Manager
Date
Approved As To Form:

Michael Mutalipassi, City Attorney
Approved:

Gabrielle Tsang, Acting
Finance Director/Risk Manager
Approved As To Content:

Daniel Nam, Information Technology Director

PORTFORD SOLUTIONS GROUP INC
Signature
Name
Title
Date

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EXHIBIT A
Scope of Services
Consultant shall provide the following Support Services:

Support Services
a) Support Center. Portford provides dedicated resource to support it different services. These resources provide Tier 1 support and triage support to the appropriate Tier 2 resources if necessary.
b) Support Hours. Portford’s standard support hours are from 8am to 6pm PST, Monday through Friday.
c) Contacting Support. Portford’s support services can be accessed by using the following methods:

Support Portal: https://support.portfordsolutions.com/portal/ Tel: (949) 333-0402, Option #2
Email: [email protected]
d) Support Management. Portford utilizes a support case management system that tracks the case history. This system automatically manages the service level escalation. There is a customer portal that allows users to log, track and update case information. e) Upgrade Support. Customers can let Portford know in advance if they are upgrading hardware or software out of hours and Portford will arrange a contact. However, actual software upgrade services are not covered with our standard support.
f) Call and Escalation Process. The following points summarize the support call process and escalation:
1) Once contact is received from a customer, a Portford support representative creates a case number and assigns the service level severity.
2) The Portford support representative will work with the customer representative either on the phone, or via a web conference to ascertain the source of the problem. 3) Once the source has been determined the Portford support representative will complete any remaining case information and confirm/update the priority. 4) The Portford support representative will try to resolve the issue on the first call. If further investigation is required, then the Portford support representative will consider the following
Service Level Agreements (SLAs)
Every support call is assigned a unique case number, and case history is tracked and facilitated through Portford’s support system. The following table details the case priorities and associated Service Level Agreements (SLA) that are used once a case number is assigned:

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Priority Description Service Level Agreement (SLA)
P1 – PROD DOWN Production system is down and not
operational
• Problem Identification Within 4 Hours
• 24 Hours issue resolution
P2 – PROD IMPACTED Production is operational but is
impacted by the issue.
• Problem Identification Within 4 Hours
• 24 Hours issue resolution
P3 – PROD CONFIGURATION Production is operational, and a configuration change or question has
been reported for research purposes.

Collaborative. Configuration support calls
may be on-going and as such may require
several tasks to complete. The Portford
support representative will collaborate with
customer to determine a resolution date.

Typical resolution is 1 day to 5 days.

P4 – PROJECT CASE Questions or issues pertaining to an inprogress project, such as an upgrade or enhancement
Collaborative. Configuration support calls
may be on-going and as such may require
several tasks to complete. The Portford
support representative will collaborate with
customer to determine a resolution date.

Typical resolution is 1 day to 5 days.

Note: An internal customer contact will be assigned as an escalation point: to assist Portford with any internal resources that are required in resolving issues.

Note: Portford will make every attempt to work within the above timeframes; however, some tasks (e.g. Network environments and access) that may be outside the control of the Portford support representative could delay.

Software Bugs and Enhancements
If the case issue is determined to be a bug or an enhancement in the software, then the appropriate manufacturer will be notified the appropriate request will be made. The records of the enhancement number assigned from the software vendor will be recorded in the case. Alternatively, the customer will be notified of service packs and hot fixes when they are released for download. Note, hot fix installation is covered under support, however, software upgrades are performed by our professional services team and quotes for this service can be provided on request.

Miscellaneous
a) Independent Contractors. It is expressly agreed that the relationship between the Parties hereto shall be that of independent contractors. Under no circumstances shall the relationship between the Parties constitute a partnership, joint venture or agency of any kind. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.

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Systems Supported
The following are the systems supported by this agreement:

DESCRIPTION Number of Units
456-100-466R -
ApplicationXtender
Server - Concurrent
Connection
35 456-100-427R -
ApplicationXtender OCR
Server / Maintenance
1 456-100-386R -
AppXtender Media
Distribution License /
Maintenance
1 456-100-442R -
AppXtender Web
Access.Net PAL - 75
Users / Maintenance
1 456-106-023R -
ApplicationXtender
Xplore Full Text
Server=IA -Renewal
1 456-106-022R -
ApplicationXtender
Xplore Full Text 5cc
User Pk=UB -Renewal
1 AE#VM01U025K-C
Upg Scan Vol 25K/mo
v5-7 VL27126 -
Extended Support
3 S5750C-BAPWNBD-1
fi-5750C 1 Year Basic
NBD Fujitsu Service
1 DocuNECT Maintenance 1
Application Xtender 1

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13 38077.00180\29167975.12 C2

EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on an annual cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will obtain City written approval regarding any out-of-scope work prior to being performed by Consultant. This is a time-andmaterials Agreement.

In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of One Hundred Eighteen Thousand One Hundred Fifty Dollars and Nineteen Cents ($118,150.19).

Annual Support Renewal Schedule
Period 6/29/2024-6/28/2025 $36,750.77
Period 6/29/2025-6/28/2026 $39,323.47
Period 6/29/2026-6/28/2027 $42,075.95

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EXHIBIT C
Activity Schedule
[RESERVED]

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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.

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:

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15 38077.00180\29167975.12 C2
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.

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:

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:

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16 38077.00180\29167975.12 C2
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.

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:

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

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17 38077.00180\29167975.12 C2
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.

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.

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

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18 38077.00180\29167975.12 C2
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.

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:

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19 38077.00180\29167975.12 C2
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 sub-subcontractor’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:

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.

Page 268 of 970 ends

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Consider One Donation Request from Milpitas Community Education Endowment, Inc. (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409)
Category: Consent Calendar-Community Services and Sustainable Infrastructure Meeting Date: 4/16/2024
Recommendation: Approve a donation request of $500.00 for Milpitas Community Education Endowment, Inc. for their annual fundraiser on Friday, April 26, 2024.

BACKGROUND:

On March 19, 2024, staff received a Donation and Fee Waiver/Reduction Policy request from Milpitas Community Educational Endowment, Inc. (MCEE) for their Annual Fundraiser at the Milpitas Community Center on Friday, April 26, 2024. The request is for a $500 donation for costs associated with producing the event.

ANALYSIS:

The Milpitas City Council adopted an updated “City Council Donation and Fee Waiver/Reduction Policy” on June 21, 2022. Per the policy, eligible organizations can request City fees to be waived up to $1,500 or a donation amount up to $500 to be granted upon request. Eligible organizations are defined as “a non-profit organization as described by the Internal Revenue Section such as 501(c)(3) or an intergovernmental agency; Non-discriminatory, and non-political in nature.” Fee Waiver or Donation requests for events must provide a community benefit within the City of Milpitas proper. Applying organizations must provide proof of non-profit status from the federal Internal Revenue Service or the state Franchise Tax Board.

MCEE is requesting that the City Council donate $500 to offset the costs associated with hosting the fundraiser.

As required, MCEE provided a copy of their respective determination letters from the Internal Revenue Service stating they are a tax-exempt organization. The applicant meets the requirements as outlined in the Counciladopted Donation and Fee Waiver/Reduction Policy.

POLICY ALTERNATIVE(S):

Alternative: Do not approve the donation application as requested.

Pros: The City’s General Fund will not incur the costs of the fees waived.

Con: Denial of the request may not allow the non-profit organization to hold their event.

Reason not recommended: This request is consistent with the Council-approved Policy.

FISCAL IMPACT:
$25,000 was approved and included in the FY 2023-24 City Adopted Budget for the City Council’s Unallocated Community Promotions with a current balance of $20,355. If the City Council approves this request, then $19,855 would remain for the current year’s budget.

CEQA:

Page 269 of 970 ends

RECOMMENDATION:

Approve a Donation request of $500.00 for Milpitas Community Educational Endowment, Inc. annual fudraiser on Friday, April 26, 2024.

Attachment(s):
(a) MCEE Application
(b) MCEE Internal Revenue Service (IRS) non-profit letter

Page 270 of 970 ends

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Milpitas City CouncilApril 16, 2024

Milpitas City Council
April 16, 2024