Attachment A - First Amendment to Lease Agreement — Palo Alto City Council, October 28, 2024

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “ First Amendment”) is entered into as of _______________ (“Execution Date”) by and between CITY OF PALO (“City”) and PALO ALTO HISTORY MUSEUM (“Museum”).

RECITALS

A. WHEREAS, City and Museum are parties to that certain Lease Agreement dated as of December 12, 2022; and

B. WHEREAS, City and Museum desire to further modify and amend the Lease Agreement only in the respects and on the conditions hereinafter stated.

AGREEMENT

NOW, THEREFORE, City and Museum, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

1. Definitions. For purposes of this First Amendment, capitalized terms shall have the meanings ascribed to them in the Lease Agreement unless otherwise defined herein.

2. Section 52. Section 52. EXHIBITS TO LEASE is amended to include new Exhibit H – Fiscal Year 2026 City Funding, as shown below in underlined text:

This Lease includes the following exhibits, which are attached hereto and by this reference incorporated into this Lease:

Exhibit A – Depiction of Building
Exhibit B – Depiction of Premises, Community Room and Public Parkside Restroom
Exhibit C – License Agreement for City Archives Room
Exhibit D – Tenant Work Letter
Exhibit E – Community Room Principles
Exhibit F – County Grant Agreements
Exhibit G – Maintenance Plan
Exhibit H – Fiscal Year 2026 City Funding

3. Exhibit F. Revised Exhibit F County Grant Agreements, attached hereto, replaces existing Exhibit F to the Lease Agreement.

3. Exhibit H. Exhibit H Fiscal Year 2026 City Funding, attached hereto, is added as Exhibit H to the Lease Agreement.

4. Effect of First Amendment. Except as modified by this First Amendment, the Lease Agreement and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict

between the terms contained in this First Amendment and the Lease Agreement, the terms herein contained shall supersede and control the obligations and liabilities of the parties.

5. Counterparts and PDF Signatures. This First Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A portable document format (PDF) signature using Docusign on this First Amendment shall be equivalent to, and have the same force and effect as, an original signature.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day hereinabove first written.

CITY:

CITY OF PALO ALTO,
a California chartered municipal corporation

By: ______________________________
Name: ___________________________
Title: City Manager or designee
Date: ____________________________

Approved as to Form:

By: ______________________________
Name: ___________________________
Title: City Attorney or designee
Date: ____________________________

MUSEUM:

PALO ALTO HISTORY MUSEUM

By: ______________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________

EXHIBIT F

COUNTY GRANT AGREEMENTS
(Revised by First Amendment to Lease Agreement)
Below is a listing of the grant agreements followed by the executed agreements:

Roof Grant 1
Grant Cycle 2018
Amount: $102,992
Date Signed: 1/27/2020

Roof Grant 2
Grant Cycle 2019
Amount: $200,000
Date Signed: 1/27/2022

Elevator Grant
Grant Cycle: 2022
Amount: $350,000
Date Signed: 9/15/2022

Window Grant
Grant Cycle: 2023
Amount: $182,448
Date Signed: 7/26/2023

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

Page 1 of 18 ends

GRANT FUNDING AGREEMENT
between the County of Santa Clara and the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project
(Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS, $102,992)

This Grant Funding Agreement (“Agreement”), is made and entered into, as of the last date signed below by all parties (“Effective Date”) by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California (hereinafter referred to as the “County”), and the City of Palo Alto, a California municipality, with its primary offices located at 250 Hamilton Ave, Palo Alto, CA 94301 (“Grantee”).

RECITALS

WHEREAS, the Grantee submitted an application to the County’s Historical Heritage Commission (“Historical Heritage Commission”) for funding of the Roth Building Clay Tile Roof Restoration Project located at 300 Homer Avenue, Palo Alto, CA 94301, as more fully described in Attachment A “Scope of Work” incorporated and made a part of this Agreement by reference herein (“Project”);

WHEREAS, the Historical Heritage Commission, on May 16, 2019, reviewed the merits of the Grantee’s application and forwarded its recommendation to the Board of Supervisors that it approve the allocation of $102,992 from the Fiscal Year 2019 Historical Heritage Park Charter Development Funds (the “Grant”) to assist the Grantee with the Project;

WHEREAS, the Board of Supervisors reviewed the information provided in support of the Project and finds that the Project meets the requirements for use of Park Charter Development funds in Section 604 (b) of the County Charter; and,

WHEREAS, the Board of Supervisors on August 27, 2019, reviewed and approved the recommendation of the Historical Heritage Commission to allocate Grant funding to assist with the Project, which will acknowledge, preserve and commemorate the historical and cultural heritage of the Santa Clara Valley.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the County and Grantee agree to the foregoing and as follows:

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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SECTION I

GRANTEE RESPONSIBILITIES

Grantee warrants, represents and agrees that:

1. Recitals.

All Recitals contained herein above are incorporated into and made a part of this Agreement as terms and conditions.

2. General.

Grantee, at Grantee’s sole cost and expense, will perform or cause to be performed the Scope of Work described in Attachment A, and the Grantee shall act promptly and without delay with respect to such matters in relation to the Project. In performing the Project, the Grantee shall:

a) Prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder and any other applicable laws. Grantee warrants, represents and agrees that, except where otherwise expressly prohibited by state or federal law, Grantee, as the applicant for any discretionary land use permit, development permit, license, authorization, entitlement or other approval from the County, will defend, indemnify and hold harmless the County and its officers, agents, employees, boards and commissions from, for and against any claim, action or proceeding brought by any person or entity ("third party") other than the Grantee against the County or its officers, agents, employees, boards or commissions that arises from or is in any way related to the approval, including but not limited to claims, actions or proceedings to attack, set aside, void or annul the approval. If a third party claim, action or proceeding is filed, the County will notify the applicant of the claim, action or proceeding and will cooperate fully in the defense. Notwithstanding the above, the County has the right to participate in the defense of any claim, action or proceeding. This indemnity shall not apply to the gross negligence or willful misconduct of the County, or of its agents, officers, employees, boards or commissions.

b) Secure all required approvals, including approvals from government agencies required for completion of the Project.

c) Publicly ac knowledge the Grant by providing a plaque permanently affixed to the building exterior, or on a prominent location on the Project site, visible to the public. The acknowledgement credit shall read: “Restoration made possible in part by a grant from the County of Santa Clara Parks and Recreation Department’s Historical Heritage Grant Program.” Grantee will obtain County Parks and Recreation Department review and approval of the plaque/sign prior to manufacture and installation.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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d) Publicly acknowledge the Grant by giving credit to the County in project-related materials including newsletters, brochures, and internet messages.

e) Submit a written progress report for the Project to the County Parks and Recreation Department no later than November 1 and May 1 of each year, until the Project is completed, and reimbursement received.

f) Provide any re quested documentation about the Project to the Historical Heritage Commission. This includes request for documents before construction work begins in order to ensure that the proposed Project is consistent with the United States Secretary of the Interior’s standards for rehabilitation, preservation and restoration of historic properties.

g) Make a presentation at a regularly scheduled Historical Heritage Commission meeting discussing the completed Project within three (3) months of Project completion. The Grantee shall print and distribute the same photos that were submitted with the final reimbursement request to the Commission members at the presentation.

3. Capital Contributions.

a) Grantee shall expend the Grant exclusively for third party expenses arising from services, permits, fees, labor, materials and equipment required for the Scope of Work specified in Attachment A (“Eligible Costs”), and consistent with Attachment B, Itemized Project Budget for completion of the Project. No contribution made by the County shall be used for Grantee’s internal salary or administrative expenses, including office overhead or expenses.

b) Grantee must successfully demonstrate expenditure of Grantee’s cash contribution funds to the County’s satisfaction prior to reimbursement through the Grant. Additional funds needed to complete the Project shall be identified in Attachment B, Itemized Project Budget.

c) County recognizes that the Project Budge t identified in Attachment B is an estimate and may include a contingency. To the extent Eligible Costs vary from this budget:

(i) For work to be performed that is funded by both Grantee and Grantor as reflected in Attachment B, if Grantee's Cash Contribution for any itemized work to be performed is reduced, then the Grant contribution shall be reduced by the same percentage; and

(ii) Costs between Project elements may be adjusted to reflect actual costs, however material changes (even if there is minor or no change in cost) that will affect the restoration or preservation of a historical element, or changes that would necessitate County Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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funding of a non-preservation element that the Grantee was financing with other funds, shall require Historical Heritage Commission approval. Grantee is solely responsible for
expenditures that may exceed the Grant amount.

4. Prevailing Wages.

The Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1770 et seq. apply. The Grantee shall comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment, or cause payment to be made, of prevailing wages. The Grantee shall include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project. Grantee is hereby notified that the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages and the rates for overtime and holiday work in the locality in which the work is to be performed for each craft, classification or type of worker needed to perform the work. Grantee is further notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Further information on Compliance Monitoring Unit requirements can be found at https://www.dir.ca.gov/dlse/cmu/cmu.html.

The Labor Code was recently amended to now require Grantee’s compliance with the Department of Industrial Relations (DIR) electronic certified payroll reporting (eCPR) requirements which took effect on January 1, 2016. No contract can be awarded unless the public works project has been registered with the Department of Industrial Relations.

Subcontractors used on the project must also comply. Additional information is available at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

Grantee agrees to comply with all related provisions of the Labor Code, including but not limited to, the provisions of Labor Code Section 1775 relating to the payment of prevailing wages, Section 1777.5 relating to the employment of apprentices, Section 1811-1813 relating to the payment of Overtime and provisions pertaining to eCPR compliance.

4. Project Conformance with the Secretary of the Interior’s Standards.

The Project and the property upon which the Project is located must at all times conform to the Secretary of the Interior’s Standards for the Treatment of Historic Properties.

5. Timeline for Project Completion.

The Project must be completed before the expiration of the Term. If the Project cannot be completed within the required timeframe, Grantee may be required, at County’s sole election, to forfeit any and all unexpended Grant funds.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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6. Changes to Project Agreement Term.

Grantee must complete the Project and demonstrate the Project to be fully usable within the Term. The County may but is not required to, at its sole discretion, approve an extension for demonstrated delays not within the control of Grantee. The Grantee must request the extension in writing no later than three (3) months prior to the expiration of the Term. If the Project cannot be completed within the required timeframe, the Grantee shall not be entitled to receive unexpended Grant funds and the County has the sole discretion to terminate at the expiration of the Term.

SECTION II

OPERATION AND MAINTENANCE

Upon completion of the Project, the Grantee represents and warrants that it shall open the property upon which the Project is located to the public, and continuously operate and maintain the property and the Project for the benefit of the public for a period of at least twenty (20) years. On-going maintenance is solely the responsibility of the Grantee.

SECTION III

COMPENSATION / REIMBURSEMENT

1. Reimbursement Amount.

The County will reimburse the Grantee in an amount not to exceed the maximum Grant amount of $102,992 for Eligible Costs. County’s obligation to pay is expressly conditioned upon the Grantee’s demonstrated compliance with all of the conditions of this Agreement and the availability of Grant funds.

2. Invoice Requirements.

Grantee must keep accurate accounting records of all Project expenditures. Grant funds are issued on a reimbursement basis only, based upon completion of the Agreement requirements.

Grantee shall provide County a detailed, itemized invoice requesting reimbursement of Eligible Costs containing information noted below. The County shall only reimburse for approved costs.

If a reimbursement request is not complete, the County will return the request for payment with deficiencies noted. The County, in its sole discretion, may pay that part of the reimbursement request that is complete, or decline payment until the reimbursement request is complete. All reimbursement requests shall include the following information:

a) A letter itemizing Eligible Costs being claimed for reimbursement. Itemizations must clearly show the relationship between the Eligible Cost and the matters listed in Attachment A, Scope of Work.
b) Clear copies of invoices that are for the Project and addressed to the Grantee.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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c) Evidence that all invoices have been paid. For example, a clear copy of the front side of the check or warrant issued to pay said invoices, or a receipt evidencing such payment. Account statements will not be accepted.
d) Evidence that Grantee’s cash contribution identified in the recitals were provided and expended.
e) A report on the status of the Project, which shall include construction inspection reports.

Grantee may submit requests for reimbursement any time that Grantee has claimable expenditures exceeding $1,000. However, Grantee must send the County reimbursement requests on a quarterly basis when Grantee has claimable expenditures during that quarter that exceed $1,000. No advances of Grant funds will be issued. The quarterly submittal dates are January 1, April 1, July 1, and October 1. Upon Project completion, the Grantee may submit a final Grant payment request that must include all the items required in a standard reimbursement request and the following:

a) At least six (6) different photos of the Project; and, b) Demonstration of compliance with the acknowledgement required under Section I, Paragraph 2. c) (a photograph of the installed sign will suffice); and, c) A statement of how each one of the conditions noted in Section I, Paragraph 1. g) have been met.

If the County approves the reimbursement request, the County will provide payment to the Grantee within thirty (30) days of receipt of the request for reimbursement. The County of Santa Clara Parks and Recreation Department must have received Grantee’s request for reimbursement within the Term of this Agreement, or any written extension thereof. Upon expiration of the Term of this Agreement, any remaining unexpended Grant funds will remain with the County. It is the Grantee’s responsibility to keep track of the expiration of the Term of this Agreement and to ensure that the Project is completed, and reimbursements submitted in accordance with the terms of the Agreement.

3. Project Records, County Audit, and Inspection.

Grantee is responsible for maintaining fiscal controls and fund accounting procedures that shall show the following:

a) The disposition of the proceeds of Grant funds provided to Grantee;

b) The total costs of the Project;

c) The amount and nature of that portion of the Project cost supplied by other sources; and,

d) Any other records and controls that will facilitate an effective audit.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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Grantee will maintain Project financial records for audit purposes for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All records and data shall be available to County upon reasonable notice within five (5) working days of a request by County. Grantee shall repay County with interest at the rate earned on County’s investments for any unauthorized activities disclosed by audit or inspection, including the cost of the audit, within thirty (30) days of demand by the County.

Grantee will maintain Project records related to maintenance and access for audit purposes for twenty (20) years after completion of the Project. All records and data shall be available to the County upon reasonable notice within five (5) working days of a request by the County.

Audits may be conducted at the discretion of the County. The audits may take two forms; a walk through inspection of the Project and informal review of the Project records by County staff, and/or a formal audit conducted by either County staff or a consultant. Grantee should be prepared for either or both types of audits. A walk through inspection may occur at the beginning of a Project, prior to approval of the final reimbursement request, or at periodic intervals during construction and the period of time during which the playground must remain open and accessible to the public. A formal audit may occur as deemed necessary by the County.

SECTION IV

INDEMNIFICATION, INSURANCE AND RELEASE

1. During the construction phase, the Grantee, at its sole cost and expense, shall provide the insurance set forth in the Attachment C, Insurance. As insurance requirements may differ from those in effect at time of grant application, Grantee shall comply with requirements in effect at time of execution of this Project Agreement.

2. Except to the extent of Claims (defined below) resulting from the sole active gross negligence or willful misconduct of County, Grantee warrants, represents and agrees to protect, defend (with counsel reasonably acceptable to County) and hold County and County’s agents, directors, officers, Board of Supervisors, employees, representatives, contractors, successors and assigns and each of their respective partners, members, directors, officers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the “County Indemnitees”) harmless and indemnify the County Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Grantee’s or Grantee’s Representatives’ use of the Grant funds, (ii) the conduct of Grantee’s operations or business, (iii) from any activity, work or thing done, permitted or suffered by Grantee in or about Grantee’s property wherever located, (iv) Grantee’s failure to perform any covenant or obligation under this Agreement, and/or (v) the Project.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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3. Except to the extent of Claims resulting from the sole active gross negligence or willful misconduct of County, to the fullest extent permitted by law, Grantee agrees that neither Grantee nor any of the Grantee’s Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Grantee or by any person(s) whomsoever who may at any time be using, occupying or visiting the Grantee’s property wherever located. Notwithstanding any provision to the contrary contained in this Agreement, at no time shall County be responsible or liable to Grantee or its representatives for any lost profits, lost economic opportunities, or any form of consequential damage as the result of any actual or alleged breach by County of its obligations under this Agreement.

SECTION V

TERM OF AGREEMENT

This Agreement is effective on the Effective Date as stated above and shall remain in effect for twenty (20) years following project completion. The Agreement shall then expire on an agreed upon date by the parties or as otherwise determined by County in its sole discretion. County reserves the right to cancel or terminate this Agreement at any time without any additional obligation or liability.

SECTION VI

GRANTEE AUTHORIZED SIGNATURES

Ed Shikada, City Manager has been authorized to execute this Agreement on behalf of the Grantee.

SECTION VII

NOTICES
Any notices provided pursuant to this Agreement shall be sent by regular mail to the respective parties addressed as follows:

COUNTY OF SANTA CLARA GRANTEE
Don Rocha, Director
Parks and Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
Phone: (408) 355-2220
Ed Shikada
City Manager
250 Hamilton Ave, Palo Alto, CA 94301
650-329-2280

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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SECTION VIII

MISCELLANEOUS

1. Entire Agreement . This Agreement, including its attachments as referenced herein, contains the entire agreement by and between the Parties respecting the matters herein set forth and supersedes all prior agreements between the Parties hereto respecting such matters, if any, there being no other oral or written promises, conditions, representations, understandings, warranties or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either Party.

2. Headings . Section headings shall not be used in construing this Agreement.

3. No Waiver . Except as herein expressly provided, no waiver by a Party of any breach of this Agreement by the other Party shall be deemed to be a waiver of any other breach by such other Party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a Party after any breach by the other Party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other Party whether or not the first party knows of such breach at the time it accepts such payment or performance.

4. Governing Law . This Agreement, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement contemplated by it, shall be governed by, construed and enforced in accordance with the laws of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including mediation or other alternative dispute resolution proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL

JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.

5. Written Modifications . No agreement, amendment, modification, understanding or waiver of or with respect to this Agreement or any term, provision, covenant or condition hereof, nor any approval or consent given under or with respect to this Agreement, shall be effective for any purpose unless agreed to in writing and signed by both Parties to this Agreement.

6. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of both parties and their successors and assigns.

7. Construction . This Agreement shall not be construed more strongly against either party regardless of who is more responsible for its preparation.

8. Illegality or Unenforceability . If any provision of this Agreement, or the application of it to any person or circumstances, shall to any extent be invalid, void or unenforceable, the remainder of this Agreement, or the application of this provision to any person or circumstances other than those as to which it is invalid, void or unenforceable, shall not be affected, and each Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law except where such illegal, invalid, void or unenforceable provision is material to the Agreement in which case this Agreement shall be void.

9. Conflict of Interest . Grantee represents, warrants and agrees that it shall comply, and require its employees, agents, representatives, contractors, consultants, sub-consultants and subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client 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 by County of this Agreement.

10. Funding Contingency. This Agreement is contingent upon the appropriation of sufficient funding by County for the obligations and responsibilities of County covered by this Agreement. If funding is reduced or deleted by the County for the obligations or responsibilities of County covered by this Agreement, then County may terminate this Agreement at its election without liability or obligation.

11. California Public Records Act . County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee’s proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, then Grantee 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, County will use reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent County disclosure, Grantee is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before County responds to the CPRA request. If Grantee fails to obtain such remedy, Grantee will have forever waived its right to dispute the disclosure and County will disclose, at its election, the requested information even if marked “CONFIDENTIAL AND PROPRIETARY”, in which case neither Grantee nor any third parties will have any right or claim against County for such disclosure. If County elects to not disclose the information or is precluded from disclosing the information because of a court order or other remedy obtained by Grantee or any Grantee representative, then Grantee represents, warrants and agrees that it will defend, indemnify and hold harmless the County for and against all claims, causes of action, liabilities, relief, injunctions, penalties, attorneys’ fees, court costs, costs of litigation including discovery, settlement, and other remedies obtained or sought by any third party claiming such information should have or are required to be disclosed.

12. Relationship of Parties . The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the Parties as joint venturers, partners, agents, a joint enterprise, employer-employee, lender-borrower or contractor. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in any actions or Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

Page 11 of 18 ends

inactions relating to this Agreement shall be deemed an employee or agent of County, nor shall any such person or entity represent himself, herself or itself to others as an employee or agent of County.

13. No Third Party Rights . The Parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement shall not be construed as nor deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action herein for any cause whatsoever.

14. Counterparts. This Agreement may be executed in several counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original. Facsimile or electronic signatures shall have the same legal effect as original or manual signatures.

15. Survival . Those provisions which by their nature should survive termination, cancellation or expiration of this Agreement, shall so survive.

16. Equal Opportunity/Non-Discrimination. No party contracting with the County will discriminate against any subcontractor, employee, or applicant for employment, because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. It is further the policy of the County that no party contracting with the County may discriminate in the provision of services under the contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

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Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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17. Signatories. The undersigned signatories each represent and warrant that they are authorized to execute this Agreement for the party on whose behalf they are signing.

IN WITNESS WHEREOF , the parties have executed this Historical Heritage Project Agreement as of the Effective Date as provided above.

SIGNATORIES:

CITY OF PALO ALTO

__________________________ ____________________

ED SHIKADA
City Manager Date

APPROVED AS TO FORM

__________________________
Sandra Lee
City Attorney or designee

COUNTY OF SANTA CLARA

__________________________ ____________________
JEFFREY V. SMITH, M.D., J.D. Date
County Executive

APPROVED AS TO FORM & LEGALITY

__________________________

TONY LOPRESTI
Deputy County Counsel

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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ATTACHMENT A

SCOPE OF WORK

GENERAL PROJECT DESCRIPTION

Restore and Repair the Original Tile Roof of the Historic Roth Building.

ITEMIZED SCOPE OF WORK BEING FUNDED BY GRANT

The Project Applicant shall:

WORK TO BE PERFORMED
Remove, repair and replace clay tiles. Replacement tiles, if needed, to be acquired from those salvaged from other Palo Alto-owned Birge Clark buildings or a compatible modern fabricator.

All work will be performed to meet the terms of the Historical Heritage Project Agreement, and the Historical Heritage Grant Program Application and Procedures, including any and all revisions thereto.

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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ATTACHMENT B

ITEMIZED PROJECT BUDGET CORRESPONDING WITH ATTACHMENT A

WORK TO BE

PERFORMED

GRANTEE
CASH

CONTRIBUTION

GRANT TOTAL
Remove, repair and replace
clay roof tiles. $0 $102,992 $102,992

TOTAL PROJECT
AMOUNT $0 $102,992 $102,992

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS

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ATTACHMENT C

CURRENT CERTIFICATE OF INSURANCE

The Project Applicant shall provide evidence of meeting the insurance requirements as shown in the County’s Insurance Exhibit attached.

The Project Applicant shall attach an insurance certificate to the Project Agreement when submitting their signed Agreement to the County for execution.

Attachment A - Lease Agreement

INSURANCE REQUIREMENTS FOR

GRANT AGREEMENT

Indemnity

The Grantee shall indemnify, defend, and hold ha rmless the County of Santa Clara (hereinafter “County”), its officers, agents and employees from a ny claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel empl oyed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, attorneys' fees , expenses and liabilities incurred with respect to any litigation in which the Grantee con tests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.

Insurance

Without limiting the Grantee's indemnification of the County, the Grantee shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage

Prior to commencement of this Agreement, the Grantee shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Grantee upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Grantee shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Grantee.

B. Qualifying Insurers

All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A-V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.

C. Notice of Cancellation

All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

Attachment A - Lease Agreement

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

a. Each occurrence - $1,000,000

b. General aggregate - $1,000,000

c. Products/Completed Operations aggregate - $1,000,000

d. Personal Injury - $1,000,000

2. General liability coverage shall include:

a. Premises and Operations

b. Produc ts/Completed

c. Personal Injury liability

d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Additional Insured Endorsement, which shall read:

“County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”

Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Grantee shall be notified by the contracting department of these requirements.

4. Fidelity Bond

of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Grantee will notify County immediately, and County may withhold further payment to Grantee until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.

E. Special Provisions

The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Grantee and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Grantee pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Grantee. However, this shall not in any way limit liabilitie s assumed by the Grantee under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Grantees obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self- insurance retentions.

3. Should any of the work under this Agreement be sublet, the Grantee shall require each of its subcontractors of any tier to carry the aforementi oned coverages, or Grantee may insure subcontractors under its own policies.

Attachment A - Lease Agreement

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
(A/C, No):(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $

COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS

HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-

STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$The ACORD name and logo are registered marks of ACORD
10/3/2019
(858) 677-9409 (603) 875-1213
XXXXXX
Palo Alto History Museum
P O Box 676
Palo Alto, CA 94302
A 1,000,000
X 2019-22041 10/10/2019 10/10/2020 500,000
20,000
1,000,000
2,000,000
2,000,000
LIQUOR 1,000,000
1,000,000
A
2019-22041 10/10/2019 10/10/2020
A Directors & Officers 2019-22041-DO 10/10/2019 Occur 1M/ Agg 2,000,000 County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, are named Additional insured as respects to General Liability so long as a written contract or agreement to such exists with the named insured prior to a loss, per attached endorsement CG 20 26 04 13.

County of Santa Clara
Attn: Santa Clara County Clerk
70 W. Hedding
San Jose, CA 95110
PALOALT-01 ABIGAILTARVER
NFP Property & Casualty Services, Inc.
160 West Santa Clara Street
Suite 575
San Jose, CA 95113
Tami O'Neill
[email protected]
Nonprofts' Insurance Alliance of California Inc.
10/10/2020
X
X
X
XX
Attachment A - Lease Agreement
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – DESIGNATED

PERSON OR ORGANIZATION
CG 20 26 04 13
2019-22041
Named Insured: Palo Alto History Museum
Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization.

Name Of Additional Insured Person(s) Or Organization(s):

SCHEDULE

COMMERCIAL GENERAL LIABILITY COVERAGE PART
This endorsement modifies insurance provided under the following:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

A. B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
© Insurance Services Office, Inc., 2012 Page 1 of 1CG 20 26 04 13 Attachment A - Lease Agreement

HISTORIC GRANT PROGRAM FUNDING AGREEMENT

BY AND BETWEEN

THE CITY OF PALO ALTO AND THE COUNTY OF SANTA CLARA

This Funding Agreement (“Agreement”) is made and entered into by and between the County of Santa Clara, a political subdivision of the State of California (hereinafter referred to as the “County”) and the City of Palo Alto, a municipal corporation (hereinafter referred to as “Grantee”). County and Grantee are each a “Party” and collectively the “Parties” to this Agreement.

RECITALS

WHEREAS, Grantee signed and submitted a Historic Grant Program application (“Application”) to the County requesting grant funding for Restoration of the Original Clay Tile Roof of the Historic Roth Building (“Project”), which is incorporated herein and made a part of this Agreement by this reference (Exhibit B).

County materially relies upon the statements and documentation submitted by Grantee in said Application in its entirety and based upon this material reliance County is willing to enter into this Agreement with Grantee;

WHEREAS, Grantee represents and warrants to County that Grantee, by itself and through its contractors and consultants, has experience, expertise, financial capability and ability to complete the Project contemplated herein and to fully perform all obligations and responsibilities under this Agreement to completion;

WHEREAS, the Board of Supervisors, wishes to assist Grantee in completing the Project which serves as a capital improvement to the Historic Roth Building, home to the Palo Alto History Museum on a continuous uninterrupted basis for at least twenty (20) years (collectively, the “Public Purpose”);

WHEREAS, the Board of Supervisors has approved the award of Grant Funds (as defined herein below) to Grantee provided Grantee complies with all terms and conditions of this Agreement and has found that the Project will serve a public purpose of general County interest as a capital improvement to the Historic Roth Building, home to the Palo Alto History Museum; and,

WHEREAS, the award of the Grant Funds is contingent upon Grantee complying with all terms and conditions of this Agreement, which includes Grantee satisfying all of the Grant Scope/Cost Estimate Form representations contained in Appendix D (as amended) of Grantee’s Application, which is included within Exhibit B herein below.

Attachment A - Lease Agreement

Historic Grant Agreement (Program One-Round 1) CAPITAL
By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project

Page 2 of 16 ends

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, County and Grantee agree to the foregoing and as follows:

1. All Recitals contained herein above are incorporated into and made a part of this Agreement as terms and conditions.

2. Grantee may utilize the Grant Funds specified in Section 4 of this Agreement to complete the Project within three years from the Effective Date of this Agreement and shall return any unspent funds at the end of this three-year period to County.

3. Grantee warrants and represents that it shall expend all Grant Funds in accordance with the terms of this Agreement and the Historic Grant Program Procedural Guide (“Guide”) (Exhibit A) attached and incorporated herein by this reference. In the event that there are any inconsistencies between the Agreement and the Guide, the provisions of this Agreement shall control.

4. Grantee shall acknowledge County’s contribution to the Project in accordance with the requirements of the Guide; the acknowledgement shall first be reviewed and approved by County before it is installed or displayed.

SECTION 1. PUBLIC PURPOSES

If applicable, Grantee represents and warrants that it will use best efforts to secure all the requisite rights and entitlements from public agencies, local government, and the property owner (if any) to carry out the Project. Grantee further represents and warrants that it will ensure that at all times applicable to the Project, it will be open and available to the public on an equal basis, and accessible by all members of the public.

SECTION 2. GRANTEE RESPONSIBILITIES

County funding is subject to the following conditions, as applicable to the Project:

(1) Responsibilities of Grantee. Grantee shall ensure that the Project is completed and operated in compliance with all requirements of the Guide. The Project shall be fully completed and operational within three years from the date of execution of this Agreement. Grantee shall act promptly and without delay with respect to such matters in relation to the Project in accordance with the following (as applicable to the Project):
a. Comply with all laws and Guide requirements, including but not limited to all environmental, health, and safety laws and all provisions of the California Public Contracts Code and Labor Code.
b. Comply with best industry practices and manufacturer design and construction specifications.

Attachment A - Lease Agreement

Page 3 of 16 ends

c. Prepare plans and specifications and construction of the Project using qualified persons with the requisite skills and expertise to complete the Project. d. Prepare all environmental documents required for completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder, where applicable. No funds will be dispersed until these environmental requirements have been fully met.

e. Secure all approvals, permits, and certifications by government agencies required for completion of the Project

f. Secure performance and payment bonds in 100% of the amount of any construction contract to assure satisfactory completion of the Project, and the payment of laborers and suppliers of material.

g. Each year, during completion of the Project, Grantee shall cause a report to be made to the County Board of Supervisors showing progress made towards completion of the Project.

(2) Capital Contributions by Parties to Agreement

a. Grantee shall ensure that any funds in excess of the Grant Funds needed to complete the Project are secured by Grantee and not by County.

b. No Grant Funds may be used for office space, salary, or administrative expenses incidental to the Project.

(3) Budget Contingency. Performance and/or payment by County pursuant to this Agreement is contingent upon the appropriation of sufficient funds by County for the work covered by this Agreement. If funding is reduced or eliminated by County for the work covered by this Agreement, the County may, at its option and without penalty or liability, terminate this Agreement or offer an amendment to this Agreement indicating the reduced amount. County is under no obligation to fund the Project.

SECTION 3. OPERATION AND MAINTENANCE

Upon completion of Project, Grantee warrants, represents, and agrees that it, or its authorized representatives, will operate, manage, and maintain the Project for a period of at least twenty (20) consecutive years from the effective date of this Agreement, for Public purposes, open to the public and for the benefit of the general public. Ongoing operation, management, and maintenance is solely the responsibility of the Grantee acting by itself or through its authorized representatives.

Attachment A - Lease Agreement

Page 4 of 16 ends

SECTION 4. COMPENSATION

(1) County shall provide Grantee Two Hundred Thousand Dollars ($200,000) (“Grant Funds”) only in accordance with the reimbursement provisions of the Guide. Grantee shall thoroughly review and develop an understanding of the obligations set out in the Guide, including but not limited to the “Reimbursements” and “Final Reimbursement” sections.

The Compensation in this Agreement shall be subject to the Budget Contingency in Section 2, paragraph 3.

(2) If the amount of compensation in Section 4.1 of this Agreement varies from the Project budget identified in Appendix D of the Application, then a revised grant scope and cost estimate form shall be attached hereto as “Amended Appendix D” and “Amended Appendix E” to Exhibit B. Amended Appendix D shall set forth the grant scope and cost estimate based on the Grant Funds awarded. Amended Appendix D and Amended Appendix E shall replace Appendix D and Appendix E to Exhibit B.

(3) Any Grant Funds not expended pursuant to the terms and conditions of this Agreement shall be returned to County immediately. In addition, if, for whatever reason, the Grantee is unable to ensure the completion of the Project or is unable to ensure that the Project is carried out, operated, managed, or maintained for the time period specified in this Agreement, Grantee shall immediately refund to the County all the Grant Funds, even if some or all of such Grant Funds have already been expended for the Project.

(4) At the sole discretion of the County, advance funding may be provided in accordance with the terms of the Guide.

SECTION 5. RECORDS RETENTION AND AUDIT

(1) Grantee shall maintain Project records for audit purposes for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All records and data shall be available to County upon reasonable notice within five (5) working days of a request by County. Grantee shall repay County with interest at the rate earned on County investments for any unauthorized activities disclosed by audit or inspection, including the cost of the audit, within thirty (30) calendar days of demand by County.

(2) Audits may be conducted at the discretion of the Santa Clara County Parks and Recreation Department (“Department”). The audits may take two forms; a walk-through inspection of the Project premises, if any, and informal review of the Project records by Department staff, and/or a formal financial audit conducted by either County staff or a consultant. Grantee shall be prepared for either or both types of audits. A walk-through inspection may occur at the beginning of a Project, prior to approval of the final reimbursement request, or at periodic intervals throughout the Project. A formal financial audit may occur as deemed necessary by the Department.

Attachment A - Lease Agreement

Page 5 of 16 ends

SECTION 6. INDEMNIFICATION.

Grantee covenants, warrants, represents, and agrees that it shall indemnify, defend, save, and hold harmless the County and all of its employees, officers, directors, attorneys, agents, contractors, successors, and assigns in accordance with the indemnification provision of Exhibit C, which is incorporated herein and made a part of this Agreement by this reference.

SECTION 7. TERM OF AGREEMENT

This Agreement is effective as of the date of its full execution and shall terminate three (3) years following date of full execution, unless otherwise terminated earlier pursuant to the terms of this Agreement.

SECTION 8. NOTICES

Any notices provided herein shall be deemed received when mailed or delivered to the respective parties addressed as follows:

County of Santa Clara City of Palo Alto

Director
County of Santa Clara Parks and
Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
Phone: (408) 355-2220
Ed Shikada
City Manager
City of Palo Alto
250 Hamilton
Palo Alto, CA 94301
Phone: (650) 329-2634

SECTION 9. MISCELLANEOUS

(1) Entire Agreement. This document represents the entire agreement between the parties in relation to the subject matter contained herein. All prior negotiations and written and/or oral agreements between the Parties with respect to the subject matter of the Agreement are merged into this Agreement.

(2) Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

(3) Conflict of Interest. Grantee shall comply, and require its contractors, employees, agents, representatives, subcontractors and consultants to comply, with all applicable (i) requirements governing avoidance of impermissible client 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.

Attachment A - Lease Agreement

Page 6 of 16 ends

a. In accepting this Agreement, Grantee covenants, warrants, represents, and agrees that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Grantee further covenants that, in the performance of this Agreement, it will not employ any contractor, consultant or person having such an interest. Grantee, including but not limited to Grantee’s employees, contractors, subcontractors and consultants, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.

b. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations including, as required, filing of Statements of Economic Interests within 30 days of commencing any work pursuant to this Agreement, annually by April 1, and within 30 days of their termination or cessation of work pursuant to this Agreement.

(4) Governing Law, Venue. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed, and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE

EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.

(5) Assignment. No assignment of this Agreement or of any of the rights or obligations hereunder shall be valid without the prior written consent of the County.

(6) Waiver. No delay or omission by either Party hereto to exercise any right occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

(7) Non-Discrimination. Grantee represents, warrants, and agrees that it and its contractors, consultants, and representatives shall comply with all applicable Federal, State, and local laws and regulations including Santa Clara County’s policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with

Attachment A - Lease Agreement

Page 7 of 16 ends

Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. Grantee represents, warrants, and agrees that it shall not discriminate against any contractor, subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Grantee also represents, warrants, and agrees that it shall not discriminate in provision of work performed in relation to this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

(8) County No-Smoking Policy. Grantee and its employees, agents, contractors, subcontractors and consultants, shall comply with the 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.

(9) Food and Beverage Standards. Except in the event of an emergency or medical necessity, County’s nutritional standards shall apply to any foods and/or beverages purchased by Grantee with Grant Funds for County-sponsored meetings or events.

(10) California Public Records Act. All documents and records provided to or made available to County under this Agreement become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, Grantee 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, County will make reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara county before the County responds to the CPRA request. If Grantee fails to obtain such a remedy before County responds to the CPRA request, County may disclose the requested information and shall not be liable or responsible for such disclosure.

Grantee further warrants, represents, and agrees that it shall defend, indemnify, and hold County harmless against any and all claims, actions or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for any information arising from any representation, or any action (or inaction), by the Grantee, its contractors, consultants, employees, agents, or representatives.

Attachment A - Lease Agreement

Page 8 of 16 ends

(11) No 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 signing this Agreement. Subcontractors, sponsors, and affiliates shall have no right or claim attaching to this Agreement or to the Grant Funds and are not third-party beneficiaries of or to this Agreement.

(12) Relationship of the Parties. The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a joint enterprise, employer-employee, or lender-borrower. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall be deemed a third party beneficiary to this Agreement nor an employee or agent of County, nor shall any such person represent himself or herself to others as a third party beneficiary to this Agreement or as an employee or agent of County.

(13) No Indemnification and Insurance by County. Nothing contained in this Agreement is to be construed as an indemnification by County for any loss, damage, injury or death arising out of or caused, in whole or in part, by the County or its Board of Supervisors, officers, executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein shall be construed to, and nothing shall, obligate the County to provide any insurance, indemnity or protection for or on behalf of any third party, the Project or the property owner.

(14) Subcontractors. If any obligation is performed for or on behalf of Grantee through a consultant, contractor or subcontractor, Grantee shall remain fully responsible for the performance of all obligations under this Agreement and Grantee shall be solely responsible for all payments due to its contractors, consultants, or subcontractors. No contract, subcontract, or other agreement entered into by Grantee with any third party in connection with this Agreement, or for or in relation to the use of the Grant Funds, shall provide for any indemnity, guarantee, or assumption of liability by, or other obligation of, County with respect to such arrangement. No contractor, consultant, or subcontractor will be deemed a third party beneficiary for any purposes under or to this Agreement.

(15) Nonexclusive Agreement . Grantee agrees that this Agreement is non-exclusive and County may at any time, in it s sole discretion, enter into agreements with other parties for any purpose deemed to be in the best interest of the County.

(16) Paragraph Headings. The headings and captions of the various paragraphs and subparagraphs hereof are for convenience only, and they shall not limit, expand, or otherwise affect the construction or interpretation of this Agreement.

(17) Cumulative Remedies. The rights and remedies of the Parties to this Agreement, whether pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other available right or remedy.

Attachment A - Lease Agreement

Page 9 of 16 ends

(18) Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original provided all of the Parties have fully executed the Agreement.

Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, 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.

(19) Construction/Severability. This Agreement shall not be construed more strongly against either Party regardless of who is more responsible for its preparation. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable.

(20) Authority. Each Party represents and warrants that it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained in this Agreement and that the persons signing below are authorized to sign on each Party’s behalf.

(21) Office of Foreign Assets Control Compliance. Grantee represents to County that:
(a) Grantee and each of the Grantee Representatives are not acting, and shall not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b) Grantee, and the Grantee Representatives, are not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation.

(22) County Regulatory Authority. Grantee acknowledges and agrees that County, acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory authority over the Premises and that nothing in this Agreement binds the County to exercise or refrain from exercising this discretionary governmental authority in any particular manner.

(23) Bribery Clause. Grantee certifies, represents, and warrants that Grantee and the Grantee Representatives have not been convicted of bribery or attempting to bribe an officer or employee of County or any other municipality or state entity nor has Grantee or any of the Grantee Representatives made an admission of guilt of such conduct which is a matter of record.

Attachment A - Lease Agreement

Page 10 of 16 ends

(24) Wage Theft Prevention.

a. Compliance with Wage and Hour Laws. Grantee, and any the Grantee Representatives it employs or contracts with to complete work under this Agreement, must 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 any local Minimum Wage Ordinance or Living Wage Ordinance.

b. Final Judgments, Decisions, and Orders. For purposes of this Section, a “final judgment, decision, or order” refers to one for which all appeals have been exhausted. Relevant investigatory government agencies include: the Federal Department of Labor, the California Division of Labor Standards Enforcement, a local enforcement agency, or any other government entity tasked with the investigation and enforcement of wage and hour laws.

c. Prior Judgments against Grantee. By signing this Agreement, grantee affirms that it has disclosed any final judgments, decisions, or orders from a court or investigatory government agency finding—in the five years prior to executing this Agreement—that Grantee has violated any applicable wage and hour laws.

Grantee 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 judgments, decisions, or orders.

d. Judgments During Term of Contract. 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 Grantee or any subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Grantee learns of such a judgment, decision, or order that was not previously disclosed, Grantee must inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM), no more than 15 days after the judgment, decision, or order becomes final or of learning of the final judgment, decision, or order. Grantee and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the Office of the County Executive-OCCM with documentary evidence of compliance with the final judgment, decision, or order within 5 days of satisfying the final judgment, decision, or order. County reserves the right to require Grantee to enter into an agreement with the County regarding the manner in which any such final judgment, decision, or order will be satisfied.

e. County’s Right to Withhold Payment. Where Grantee has been found in violation of any applicable wage and hour law by a final judgment, decision, or order of a court or government agency, the County reserves the right to withhold payment to Grantee until such judgment, decision, or order has been satisfied in full.

f. Material Breach. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for termination of this Agreement and/or any other remedies available under this Agreement and/or law.

Attachment A - Lease Agreement

Page 11 of 16 ends

g. Notice to County Related to Wage Theft Prevention. Notice provided to the Office of the County Executive as required under this Section shall be addressed to: Office of the County Executive—OCCM; 70 West Hedding Street; East Wing, 11th Floor; San José, CA 95110. 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.

(25) Prevailing Wage. Grantee acknowledges and agrees that work performed under this Agreement may be considered a public work within the meaning of California Labor Code Section 1720 and that the requirements of Section 1771, et. seq. apply to such public work.

Grantee has included (and will include) consideration for this obligation in calculating compensation under this Agreement, if such prevailing wage requirements are applicable.

Grantee is solely responsible and liable for ensuring compliance with all applicable prevailing wage laws. County may at any time, without obligation to do so, audit Grantee to verify whether Grantee is in compliance with prevailing wage laws. Grantee shall cooperate with all such audits, including making available and providing copies, during the period 9:00 a.m. to 5:00 p.m., Monday through Friday, any and all records requested by County to verify compliance promptly upon request, but not later than seventy-two hours after such request.

(26) Insurance. Grantee shall provide insurance and comply with all insurance and other terms and conditions set out in the attached Exhibit C.

(27) Intellectual Property. Grantee acknowledges, represents, warrants, and agrees that Grantee owns and holds the full rights to any and all images, paintings, art work, photographs, depictions, videos, other digital representations and other intellectual property (the “Intellectual Property”) that Grantee produces, creates, generates, uses or provides as a part of the Project, and Grantee does hereby assign, transfer and grant to the County of Santa Clara the non- exclusive, non-revocable, perpetual, worldwide license to use the Intellectual Property for any County purpose, including but not limited to the right to post, reproduce, market, print, copy, use in any form and in social media or the internet, use in any marketing or advertising, display, publicly perform, publish, broadcast, distribute, combine or distribute the Intellectual Property or any of the intellectual property rights contained therein for County’s sole use, excluding the right to sell, transfer or assign any of the Intellectual Property. Grantee further waives any right it may have to inspect, view, or approve any of the uses made of the Intellectual Property.

Grantee hereby forever releases, discharges, and agrees to save and hold harmless County, its employees, agents, representatives and Board of Supervisors, from, for and against any and all liabilities, claims, causes of action, allegations and lawsuits that are made or threatened to be made in relation to any use made of any of the Intellectual Property, including but not limited to any blurring, distortion, alteration, optical illusion or use in composite or edited form, whether intentional or otherwise, that may occur or be produced in the use of any of the Intellectual Property or the processing of the Intellectual Property.

Attachment A - Lease Agreement

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(28) Exhibits. The following exhibits are attached to this Agreement and are incorporated herein by this reference.

Exhibit A – Historic Grant Program Procedural Guide
Exhibit B – Grant Application
Exhibit C – Insurance Requirements and Proof of Insurance

(29) Survival. All terms and conditions that by their nature should survive termination or expiration of this Agreement, shall so survive including but not limited to Sections 1, 2, 3, 5, 6, 8, and 9 inclusive.

////SIGNATURES FOLLOW ON NEXT PAGE////

Attachment A - Lease Agreement
Historic Grant Agreement (Program One-Round 1) CAPITAL
By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project

Page 13 of 16 ends

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as provided below, effective as of the last date signed by all the Parties (“Effective Date”).

Grantee:

Ed Shikada, City Manager
City of Palo Alto
Dated:

Approved as to form:
7HUHQFH+RZ]HOO, &KLHI$VVLVWDQW&LW\$WWRUQH\
City of Palo Alto
COUNTY OF SANTA CLARA:

Sylvia Gallegos
Deputy County Executive
Date:

Approved as to form and legality:
(OL]DEHWK9LVVHUV
Deputy County Counsel

Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 1 of 24 ends

GRANT F

UNDING AGREEMENT
Between the County of Santa Clara and the City of Palo Alto for Restoration and Repair of the Roth Building Elevator (Fiscal Year 2022 Historic Heritage Grant Funds, $350,000) Thi
s Grant Funding Agreement (“Agreement”) is made and entered into as of the last date signed below by all parties (“Effective Date”) by and between the County of Santa Clara, a political subdivision of the State of California (“County”), and the City of Palo Alto, a California municipality, with its primary offices located at 250 Hamilton Ave, Palo Alto, CA 94301 (“Grantee”). County and Grantee shall sometimes be referred to herein individually as a “Party” or collectively as the “Parties.”
RECIT
ALS
WH
EREAS, the Grantee submitted an application to the County’s Historical Heritage Commission (“Historical Heritage Commission” or “Commission”) for funding of the Restoration and Repair of the Roth Building Elevator (“Project”) located at 300 Homer Avenue, Palo Alto, CA 94301;
WH
EREAS, the Project includes the restoration and repair of the Roth Building’s 1940’s Otis Elevator, as more fully described in Attachment A “Scope of Work and Itemized Project Budget” incorporated and made a part of this Agreement by reference herein; WH
EREAS, the Historical Heritage Commission, on April 21, 2022, reviewed the merits of the Grantee’s application and forwarded its recommendation to the Board of Supervisors that it approve the allocation of $350,000 (Three-hundred fifty thousand dollars) from the Fiscal Year 2022 Historical Heritage Park Charter Development Funds to assist the Grantee with the Project; WH
EREAS, the Board of Supervisors reviewed the information provided in support of the Project and found that the Project meets the requirements for use of Park Charter Development funds in Section 604 (b) of the County Charter; and,
WH
EREAS, the Board of Supervisors on June 7, 2022, reviewed and approved the recommendation of the Historical Heritage Commission to allocate $350,000 (“Grant”) to assist with the Project, which will acknowledge, preserve, and commemorate the historical and cultural heritage of the Santa Clara Valley.

NOW
, THEREFORE, in consideration of the mutual promises, covenants, and conditions herein, County and Grantee agree to the foregoing and as follows:

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E X
Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 2 of 24 ends

SECTI
ON I. GRANTEE RESPONSIBILITIES
The
County and Grantee agree that the foregoing recitals of the Agreement are the basis for and incorporated into and made a part of this Agreement as terms and conditions. The County and Grantee further agree that County funding is subject to the following conditions:

A. Gen
eral.

Gr
antee, at Grantee’s sole cost and expense, shall perform or cause to be performed the Scope of Work described in Attachment A, and the Grantee shall act promptly and without delay with respect to such matters in relation to the Project. In performing the Project, the Grantee agrees to the following terms and conditions.
(1) Appr
ovals.
(a) G
rantee shall prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder and any other applicable laws. (b) G
rantee shall secure all required approvals, including approvals from government agencies required for completion of the Project. (c) G
rantee warrants, represents, and agrees that, except where otherwise expressly prohibited by state or federal law, Grantee, as the applicant for any discretionary land use permit, development permit, license, authorization, entitlement, or other approval from County, will defend, indemnify, and hold harmless County and its officers, agents, employees, boards and commissions from, for and against any claim, action or proceeding brought by any person or entity (“third party”) other than the Grantee against County or its officers, agents, employees, boards, or commissions that arises from or is in any way related to the approval, including but not limited to claims, actions, or proceedings to attack, set aside, void, or annul the approval. County has the right to participate in the defense of any claim, action, or proceeding. This indemnity shall not apply to the gross negligence or willful misconduct of County, or of its agents, officers, employees, boards, or commissions. (2) Ac
knowledgements.
(a)
Grantee shall publicly acknowledge the Grant by providing a plaque permanently affixed to the building exterior, or on a prominent location on the Project site, visible to the public. The acknowledgement credit shall read:
“Restoration made possible in part by a grant from the County of Santa Clara DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 3 of 24 ends

Pa
rks and Recreation Department’s Historical Heritage Grant Program.” Grantee shall obtain County Parks and Recreation Department review and approval of the plaque or sign prior to manufacture and installation. (b
) Grantee shall publicly acknowledge the Grant by giving credit to County in project-related materials including newsletters, brochures, and internet messages.
(3) Re
ports and Documentation.
(a)
Grantee shall submit a bi-annual written project accomplishment report for the Project to the County Parks and Recreation Department no later than November 1 and May 1 of each year, until the Project is completed and reimbursement received.
(b) G
rantee shall provide any documentation the Historical Heritage Commission requests regarding the Project. This includes, but is not limited to, documents before construction work begins in order to ensure that the proposed Project is consistent with the United States Secretary of the Interior’s standards for rehabilitation, preservation, and restoration of historic properties. (c) G
rantee shall make a presentation at a regularly scheduled Historical Heritage Commission meeting discussing the completed Project within three (3) months of Project completion. The Grantee shall print and distribute the same photos that were submitted with the final reimbursement request to the Commission members at the presentation. County Parks and Recreation Department Staff will facilitate the scheduling of the presentation.
(4) Addi
tional Conditions for Artwork Restoration
(a) If th
e Scope of Work involves the restoration or alteration of an artwork, mural, or other original work of authorship within the meaning of 17 U.S.C. § 102, Grantee shall obtain a License from the owner of the copyright to the work prior to requesting funding. This License must grant the right to (1) reproduce the copyrighted work; (2) prepare derivative works based upon the copyrighted work; (3) distribute copies of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending; and (4) display the copyrighted work publicly. As a condition of the Agreement, Grantee must assign its license to the County.

B. Ca
pital Contributions.
(1) Gr
antee shall expend the Grant exclusively for third-party expenses arising from services, permits, fees, labor, materials, and equipment required for the Scope of DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 4 of 24 ends

Wor
k and Itemized Project Budget specified in Attachment A for completion of the Project. No contribution made by County shall be used for Grantee’s internal salary or administrative expenses, including office overhead or expenses. (2) Gr
antee shall successfully demonstrate expenditure of Grantee’s cash contribution funds to County’s satisfaction prior to reimbursement through the Grant. Additional funds needed to complete the Project shall be identified in Attachment A, Scope of Work and Itemized Project Budget.
(3) Count
y recognizes that the Itemized Project Budget identified in Attachment A is an estimate and may include a contingency. To the extent that costs qualifying for reimbursement through the Grant vary from this budget, the following provisions apply:
(a) For
work to be performed that is funded by both Grantee and County as reflected in Attachment A, if Grantee’s Cash Contribution for any itemized work to be performed is reduced, then the Grant contribution shall be reduced by the same percentage;
(b) Ad
justments may be made in the costs associated with Project elements to reflect actual costs, however material changes (even if there is minor or no change in cost) that will affect the restoration or preservation of a historical element, or changes that would necessitate County funding of a non- preservation element that the Grantee was financing with other funds, must be approved by the Historical Heritage Commission. The Commission shall have sole discretion whether to approve or disapprove such adjustments. (c) G
rantee is solely responsible for expenditures that may exceed the Grant amount.

C. Pr
evailing Wages.

The
Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1770 et seq. apply. Grantee shall comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment of prevailing wages. The Grantee shall include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project. Grantee is hereby notified that prevailing wage must meet the general prevailing rate of per diem wages and the rates for overtime and holiday work in the locality in which the work is to be performed for each craft, classification or type of worker needed to perform the work, as specified by the Director of Industrial Relations.

Grantee are further notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Further information on Compliance Monitoring Unit requirements can be found at https://www.dir.ca.gov/dlse/cmu/cmu.html.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 5 of 24 ends

The
Labor Code requires Grantee’s compliance with the Department of Industrial Relations (DIR) electronic certified payroll reporting (eCPR) requirements which took effect on January 1, 2016.

No contract can be awarded unless the public works project has been registered with the Department of Industrial Relations. Subcontractors used on the project must also comply.

Additional information is available at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

Gr
antee agrees to comply with all related provisions of the Labor Code, including but not limited to, the provisions of Labor Code Section 1775 relating to the payment of prevailing wages, Section 1777.5 relating to the employment of apprentices, and Section 1811-1813 relating to the payment of Overtime and provisions pertaining to eCPR compliance.

D. Pro
ject Conformance with the Secretary of the Interior’s Standards.

The
Project and the property upon which the Project is located shall at all times conform to the Secretary of the Interior’s Standards for the Treatment of Historic Properties. Should Grantee’s implementation of the Scope of Work fail to conform to the Secretary of the Interior’s Standards, the County may, at its sole discretion, withhold reimbursement until Grantee cures the issue.

E. Term
of Agreement.
(1) T
his Agreement is effective on the Effective Date as stated above and shall remain in effect for three (3) years from the Effective Date (“Term”). If the Project is completed before the expiration of the Term, the Agreement shall then expire on an agreed upon date by the parties or as otherwise determined by County in its sole discretion.
(2) G
rantee shall complete the Project and demonstrate the Project to be fully usable within the Term. County may, at its sole discretion, approve an extension for demonstrated delays not within the control of Grantee. The Grantee must request the extension in writing no later than three (3) months prior to the expiration of the Term.
(3) If
Grantee fails to complete the Project within the required timeframe and does not receive an extension pursuant to this section, or if the Project does not conform to the Scope of Work in Attachment A, the Grantee shall return all awarded Grant funds to the County. The County may, at its sole discretion, agree in writing to accept a partially completed Project or a Project that does not conform to the Scope of Work.

F. Ope
ration and Maintenance.

Up
on completion of the Project, the Grantee represents and warrants that it shall open the property upon which the Project is located to the public, and continuously operate and maintain the property and the Project for the benefit of the public for a period of at least twenty (20) years. Grantee shall DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 6 of 24 ends

ma
intain the property in good operating condition during this period of time. Grantee shall be solely responsible for ongoing maintenance and operation.

G. Te
rmination
The
County may, upon written notice to Grantee, terminate all or part of this Agreement at any time for County’s convenience. Upon receipt of such notice, Grantee must immediately cease all work on the date and in the manner specified in the notice. Upon termination, County shall reimburse Grantee for eligible costs incurred pursuant to Section II of this Agreement. County is under no obligation to reimburse for work not yet completed or work that does not conform to the approved Scope of Work and Itemized Project Budget.

SECTI
ON II. COMPENSATION AND REIMBURSEMENT
A. Re
imbursement Amount.

Count
y shall reimburse the Grantee in an amount not to exceed the maximum Grant amount of $350,000 for eligible costs. County’s obligation to pay is expressly conditioned upon the Grantee’s demonstrated compliance with all of the terms and conditions of this Agreement and the availability of Grant funds.

B. Rei
mbursement Requirements.
(1)
Grant funds shall be issued on a reimbursement basis only. No advanced funds shall be issued. Grantee shall keep accurate accounting records of all Project expenditures. Reimbursement shall be limited to expenditures for work approved in the Scope of Work and Itemized Project Budget (Attachment A). Expenditures shall be incurred during the Term.
(2) Rei
mbursement requests may be submitted at Grantee’s convenience but shall not exceed one request per quarter, and the Project shall have accrued at least $1,000 in claimable expenditures during that quarter. Grantees must provide the following:
(a) H
HGP Payment Request Form completed and signed by the authorized representative.
(b) HHGP Project Expenditure Worksheet which clearly shows the relationship between expenditures and the grant scope of work deliverables in the grant funding agreement.
(c) Itemized invoice(s) demonstrating expenditure of eligible costs. All Project invoices must be directed to the Grantee.
(d) Evidence that all invoices have been paid. For example, a clear copy of both sides of a check or warrant issued to pay said invoices, or a receipt evidencing such payment. Bank account statements will not be accepted.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 7 of 24 ends

(e) Pro
ject Accomplishment Report that may include photos and construction inspection reports as applicable.
(3) If G
rantee is providing cash contribution funds, such funds shall be utilized before requests for reimbursement are made for HHGP funds. Documentation substantiating the expenditure of Grantee’s cash contribution funds must be provided with the first reimbursement request.
(4) I
f a reimbursement request is incomplete, County may, at its sole discretion, pay that part of the reimbursement request that is complete or decline payment until the reimbursement request is complete. If the reimbursement request is satisfactory, the County shall endeavor to provide payment to the grantee within sixty (60) days of a complete submittal.
(5)
Upon Project completion, the Grantee shall submit a final reimbursement request that includes all the items required in a standard reimbursement request and at least four photographs of the completed project and additional photographs of the permanently installed HHGP funding acknowledgement sign. (6) F
inal reimbursement requests shall be submitted at least sixty (60) days prior to the expiration of this Agreement. It is the responsibility of the Grantee to be knowledgeable of the Agreement expiration date, to ensure timely completion of the Project and take all required steps to ensure receipt of reimbursement funds.

C. Pr
oject Records, County Audit and Inspection.
(1) G
rantee shall be responsible for maintaining fiscal controls and fund accounting procedures that show the following:
(a) T
he disposition of the proceeds of Grant funds provided to Grantee; (b) T
he total costs of the Project;
(c) T
he amount and nature of that portion of the Project cost supplied by other sources; and,
(d) A
ny other records and controls that will facilitate an effective audit. (2) The
fiscal controls and accounting procedures used to record Project costs and fund receipts shall be based on generally accepted accounting standards and principles.

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 8 of 24 ends

days
of County’s reasonable notice. If the County determines that the Grantee used the Grant for ineligible costs, or other terms of the Agreement were breached, County may take any action permitted by law and any authorized actions under this Agreement and require Grantee to repay the Grant, with interest at the rate earned on County’s investments, and the cost of the audit.
(3)
In addition to an audit of Project Records, Grantee shall provide consent to County to access the Project during business hours any time during construction, and, following completion of the Project, during business hours following reasonable notice by County.

SECTI
ON III. INDEMNIFICATION
Gr
antee covenants, warrants, represents, and agrees that it shall indemnify, defend, save, and hold harmless the County and all of its employees, officers, directors, attorneys, agents, contractors, successors and assigns in accordance with the indemnification provisions of Exhibit C, which is incorporated herein and made a part of this Agreement by this reference.

SECTI
ON IV. NOTICES
An
y notices provided pursuant to this Agreement shall be sent by regular mail to the respective parties addressed as follows:

COUNTY OF SANTA CLARA GRANTEE
Director
Parks and Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
Phone: (408) 355-2220
Ed Shikada, City Manager
City of Palo Alto
250 Hamilton Ave
Palo Alto, CA 94301
650-329-2280
SECTI
ON V. MISCELLANEOUS
A. En
tire Agreement.

Th
is document represents the entire agreement between the Parties in relation to the subject matter contained herein. All prior negotiations and written and/or oral agreements between the Parties with respect to the subject matter of the Agreement are merged into this Agreement.

B. Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 9 of 24 ends

C. Co
nflict of Interest.
(1) Gr
antee shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client 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 County.
(2) In a
ccepting this Agreement, Grantee covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Grantee further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest.

Grantee subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
(3) If the
disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Grantee’s employees, agents and subcontractors, who could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Grantee’s service to County under this Agreement. Grantee shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity. Grantee shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County.
(4) If the
disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall ensure that all DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 10 of 24 ends

suc
h individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations, including but not limited to those listed in subpart (ii) of the first sentence of this Section VI.C including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.

D. Governing Law, Venue.

Thi
s Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed, and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE

PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE

OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.

E. Assi
gnment.

No a
ssignment of this Agreement or of any of the rights or obligations hereunder shall be valid without the prior written consent of County.

F. Waive
r.

No de
lay or omission by either Party hereto to exercise any right occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

G. Co
mpliance with All Laws, Including Nondiscrimination, Equal Opportunity, and Wage Theft Prevention.
(1) Gr
antee shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.
(2) Gr
antee shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 11 of 24 ends

follo
wing: 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, Grantee shall not discriminate against any subcontractor, 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 Grantee 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. (3) Gr
antee 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.
(4) For
purposes of this Section V.G, 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 of San Jose’s Office of Equality Assurance.
(5) By s
igning this Agreement, Grantee affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 12 of 24 ends

by a c
ourt, an investigatory government agency, arbiter, or arbitration panel and (B) found that Grantee violated an applicable wage and hour law or pay equity law. Grantee 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.
(6) If a
t any time during the term of this Agreement, Grantee receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Grantee shall promptly satisfy and comply with any such Final Judgment. Grantee shall inform the Office of the County Executive-Office 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. Grantee 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 provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
(7)
In addition to and notwithstanding any other provision of this Agreement concerning access to Grantee’s records, Grantee 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, Grantee 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 V.G, 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 Grantee’s normal business hours upon no less than 10 business days’ advance notice.
(8) G
rantee 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 Grantee 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 Grantee’s Employees and Job Applicants.
(9) M
aterial 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:

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 13 of 24 ends

(a) S
uspend or terminate any or all parts of this Agreement. (b) Withhold payment to Grantee until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law. (c) Offer Grantee an opportunity to cure the breach.
(10) G
rantee shall impose all of the requirements set forth in this Section V.G 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.

H. County No-Smoking Policy.

Gr
antee and its employees, agents, contractors, subcontractors and consultants, shall comply with the 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.

I. Foo
d and Beverage Standards.

Exc
ept in the event of an emergency or medical necessity, County’s nutritional standards shall apply to any foods and/or beverages purchased by Grantee with Grant Funds for County-sponsored meetings or events.

J. Ca
lifornia Public Records Act.

Al
l documents and records provided to or made available to County under this Agreement become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, Grantee 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, County will make reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara county before the County responds to the CPRA request. If Grantee fails to obtain such a remedy before County responds to the CPRA request, County may disclose the requested information and shall not be liable or responsible for such disclosure.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 14 of 24 ends

Gr
antee further warrants, represents, and agrees that it shall defend, indemnify, and hold County harmless against any and all claims, actions or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for any information arising from any representation, or any action (or inaction), by the Grantee, its contractors, consultants, employees, agents, or representatives.

K. No Third-Party Beneficiaries.

Thi
s Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties signing this Agreement. Subcontractors, sponsors, and affiliates shall have no right or claim attaching to this Agreement or to the Grant Funds and are not third-party beneficiaries of or to this Agreement.

L. Re
lationship of the Parties.

Th
e Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a joint enterprise, employer- employee, or lender-borrower. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall be deemed a third party beneficiary to this Agreement nor an employee or agent of County, nor shall any such person represent himself or herself to others as a third party beneficiary to this Agreement or as an employee or agent of County.

M. No
Indemnification and Insurance by County.

Not
hing contained in this Agreement is to be construed as an indemnification by County for any loss, damage, injury or death arising out of or caused, in whole or in part, by the County or its Board of Supervisors, officers, executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein shall be construed to, and nothing shall, obligate the County to provide any insurance, indemnity, or protection for or on behalf of any third party, the Project, or the property owner.

N. Subco
ntractors.

If
any obligation is performed for or on behalf of Grantee through a consultant, contractor, or subcontractor, Grantee shall remain fully responsible for the performance of all obligations under this Agreement and Grantee shall be solely responsible for all payments due to its contractors, consultants, or subcontractors. No contract, subcontract, or other agreement entered into by Grantee with any third party in connection with this Agreement, or for or in relation to the use of the Grant Funds, shall provide for any indemnity, guarantee, or assumption of liability by, or other obligation of, County with respect to such arrangement. No contractor, consultant, or subcontractor will be deemed a third-party beneficiary for any purposes under or to this Agreement.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 15 of 24 ends

O. Nonexclusive Agreement.

Gr
antee agrees that this Agreement is non-exclusive and County may at any time, in its sole discretion, enter into agreements with other parties for any purpose deemed to be in the best interest of the County.

P. Par
agraph Headings.

The
headings and captions of the various paragraphs and subparagraphs hereof are for convenience only, and they shall not limit, expand, or otherwise affect the construction or interpretation of this Agreement.

Q. Cu
mulative Remedies.

Th
e rights and remedies of the Parties to this Agreement, whether pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other available right or remedy.

R. Co
unterparts and Electronic Signatures.

Th
is Agreement may be executed in several counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original. Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, 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.

S. Construction/Severability.

Th
is Agreement shall not be construed more strongly against either Party regardless of who is more responsible for its preparation. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable.

T. Au
thority.

Each
Party represents and warrants that it has executed this Agreement freely, fully intending DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 16 of 24 ends

to be
bound by the terms and provisions contained in this Agreement and that the persons signing below are authorized to sign on each Party’s behalf.

U. Of
fice of Foreign Assets Control Compliance.

Gr
antee represents to County that: (a) Grantee and each of the Grantee Representatives are not acting, and shall not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b) Grantee, and the Grantee Representatives, are not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation.

W. Cou
nty Regulatory Authority.

Gr
antee acknowledges and agrees that County, acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory authority over the Premises and that nothing in this Agreement binds the County to exercise or refrain from exercising this discretionary governmental authority in any particular manner.

X. Bri
bery Clause.

Gr
antee certifies, represents, and warrants that Grantee and the Grantee Representatives have not been convicted of bribery or attempting to bribe an officer or employee of County or any other municipality or state entity nor has Grantee or any of the Grantee Representatives made an admission of guilt of such conduct which is a matter of record.

Y. Insu
rance.

Gr
antee shall provide insurance and comply with all insurance and other terms and conditions set out in the attached Attachment B.

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 17 of 24 ends

the
County or result from the use of premises leased, owned or contracted for by the County.
(2) Grantee acknowledges that all original works of authorship which are made by Grantee (either solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County. Grantee agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or delivered by Grantee, either solely or jointly with others, in connection with any agreement with the County.
(3) If Grantee is undertaking a restoration or alteration of an original work of authorship within the meaning of 17 U.S.C. § 102, Grantee covenants that the owner of the copyright has consented to the restoration or alteration work. Grantee further covenants that it possesses a License consistent with Section I.A.4 of this Agreement and that it will assign this License to the County prior to requesting grant funding. Grantee hereby forever releases, discharges, and agrees to save and hold harmless County, its employees, agents, representatives, and Board of Supervisors, from, for and against any and all liabilities, claims, causes of action, allegations and lawsuits that are made or threatened to be made in relation to any use made of any of the Intellectual Property. These claims include, but are not limited to, the Copyright Act of 1976 (17 U.S.C. § 101 et seq.), the Visual Artists Rights Act of 1990 (17 U.S.C. §§106A and 113(d)), the California Art Preservation Act (Cal. Civ. Code §§987 and 989), or any other local, state, foreign or international law, as currently drafted or as may be hereafter amended, that conveys the same or similar rights.

AA.

Survival.

All te
rms and conditions that by their nature should survive termination or expiration of this Agreement, shall so survive including but not limited to Sections I, III, IV, and V.

BB.

Attachments.

The
following attachments are included in this Agreement and are incorporated herein by this reference.

Attachment A – Scope of Work and Itemized Project Budget Attachment B – Insurance Requirements and Proof of Insurance //
//SIGNATURES FOLLOW ON NEXT PAGE////
DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 18 of 24 ends

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as provided below, effective as of the last date signed by all the Parties.

Grantee:

Ed Shikada, City Manager
City of Palo Alto, a California municipality
Date:

Approved as to form:

Terence Howzell
Chief Assistant City Attorney
COUNT
Y OF SANTA CLARA:

Sylvia Gallegos
Deputy County Executive
Date:

Approved as to form and legality:

Elizabeth Vissers
Deputy County Counsel
DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E 9/14/2022
9/15/2022
Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 19 of 24 ends

ATTACHMENT A

SCOPE OF WORK AND ITEMIZED PROJECT BUDGET
Res
toration and repair of the Roth Building’s 1940’s Otis Elevator.

All w
ork will be performed to meet the terms of the Historical Heritage Funding Agreement, and the Historical Heritage Grant Program Application and Procedural Guide, including any and all revisions thereto.

ITEMIZED PROJECT BUDGET
WO

RK TO BE PERFORMED GRANTEE CASH

CONTRIBUTION GRANT TOTAL

1. New Control System, new geared
machines, new devices fully regulated,
new AC motors, new wiring and traveling
cables, new door protection, new closed
loop door operator, new fixtures, remote
elevator monitoring (REM) installed, new
seismic operation.
$0 $350,000 $350,000

2. Self-closing door and locking entrance
door on machine room, main line power
feeders, main line disconnect switch,
shunt trip disconnects, cab lighting and
fan circuit, REM circuit, GFI outlets,
lighting machinery spaces and pit,
machine room ventilation, phone, fire
recall, patching cracked and missing
plaster, voids or holes in the hoist way or
machine room walls, ceiling or floor.
$105,000 $0 $105,000
TOTAL PROJECT AMOUNT $105,000 $350,000 $455,000
DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 20 of 24 ends

ATTACHMENT B -- INSURANCE REQUIREMENTS AND PROOF OF INSURANCE

INSURANCE REQUIREMENTS FOR

GRANT AGREEMENT
Indemnity
The
Grantee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Grantee contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.

Insurance
With
out limiting the Grantee's indemnification of the County, the Grantee shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage
Prio
r to commencement of this Agreement, the Grantee shall provide a Certificate of Insurance certifying that coverage as required herein has been obt ained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Grantee upon request.

Thi
s verification of coverage shall be sent to the re questing County department, unless otherwise directed. The Grantee shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Grantee.

B. Qualifying Insurers
Al
l coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A-V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 21 of 24 ends

C. Notice of Cancellation
Al
l coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Co mmercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each
occurrence - $1,000,000
b. Gen
eral aggregate - $1,000,000
c. Pro
ducts/Completed Operations aggregate - $1,000,000
d. Pe
rsonal Injury - $1,000,000

2. Gen eral liability coverage shall include:
a. Pr
emises and Operations
b. Pro
ducts/Completed
c. Pe
rsonal Injury liability
d. Se
verability of interest

3. Ge neral liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Ad
ditional Insured Endorsement, which shall read:
“C
ounty of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”
Ins
urance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS

Page 22 of 24 ends

co
ntributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Grantee shall be notified by the contracting department of these requirements.

4. Fid elity Bond
Be
fore receiving any reimbursement under this Agreement, Grantee will furnish County with evidence that all officials, employees, and agents hand ling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Grantee will notify County immediately, and County may withhold further payment to Grantee until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.

E. Special Provisions
The
following provisions shall apply to this Agreement:

1. The
foregoing requirements as to the types and limits of insurance coverage to be maintained by the Grantee and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Grantee pursuant to this Agreement, including but not limited to the provisions concerni ng indemnification.

2. The
County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Grantee. However, this shall not in any way limit liabilities assumed by the Grantee under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Grantees obligation hereunder may be satisfied in whole or in part by adequately funded self -insurance programs or self- insurance retentions.

3. Sho
uld any of the work under this Agreement be sublet, the Grantee shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Grantee may insure subcontractors under its own policies.

DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

CERTIFICATE OF COVERAGE I

DATE (MM/DD/YYYY)
6/20/2022

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR

NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Alliant Insurance Services, Inc. MEMORANDUM($) OF COVERAGE BELOW. 560 Mission Street, 6th Floor THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE San Francisco CA 94105 ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE

DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH

NAMED COVERED PARTY
ENDORSEMENT($).

IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE ACCEL - City of Palo Alto MEMORANDUM($) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON

THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH 250 Hamilton Avenue ENDORSEMENT($).

Palo Alto CA 94301

PROGRAM AFFORDING COVERAGE
A: ACCEL
B:

COVERAGES
THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW. NOT WITHSTANDING ANY

REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM($) OF COVERAGE THE FOLLOWING COVERAGE IS IN EFFECT JPA
LTR
A

TYPE OF COVERAGE

GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY
-
:JcLAIMS MADE OoccuR
GEN'L AGGREGATE LIMIT APPLIES PER:
n ��rt�- n PROJECT n LOC

AUTOMOBILE LIABILITY
-

ANY AUTO
-

ALL OWNED AUTOS
-

SCHEDULED AUTOS
-

HIRED AUTOS
-

NON-OWNED AUTOS

WORKERS' COMPENSATION AND

EMPLOYERS LIABILITY

ANY PROPRIETOR/PARTNER/

EXECUTIVE/OFFICER/MEMBER
EXCLUDED?

IF YES, DESCRIBED UNDER SPECIAL

PROVISION BELOW
OTHER Public Entity Liability
OTHER

MEMORANDUM NUMBER COVERAGE EFFECTIVE COVERAGE EXPIRATION LIMITS DATE (MM/DD/YY) DATE (MM/DD/YY) EACH OCCURRENCE $
FIRE DAMAGE (Any one fire) s
MED EXPENSE (Any one person) s
PERSONAL & ADV INJURY s
GENERAL AGGREGATE s
PRODUCTS-COMP/OP AGG s
COMBINED SINGLE LIMIT $
(Ea accident) s
_J rT�TUTORY LJ OTHER
LIMITS
E.L. EACH ACCIDENT s
E.L. DISEASE - EA EMPLOYEE s
E.L. DISEASE - POLICY LIMIT s
ACC2223PAL 171 7/1/2022 7/1/2023 $1,000,000 PerOcc
$1,000,000 S.I.R.

DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAUPROVISIONS If required by written contract, County of Santa Clara and members of the Board of Supervisors of the County of Santa Clara and the officers, agents and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties as respects the Historic Grant Program for the Roth Building.

Subject to policy terms, conditions and exclusions.

CERTIFICATE HOLDER CANCELLATION
County of Santa Clara Office of the County Executive, Attn:

SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE

BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Dr. Jeffrey V. Smith, Deputy County Executive DELIVERED IN ACCORDANCE WITH THE MEMORANDUM($) OF COVERAGE Eleventh Floor - East Wing PROVISIONS.
70 West Hedding Street

AUTHORIZED REPRESENTATIVE
�
�
San Jose CA 95110

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS
Page
23 of 24
DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement
ACCEL
Authority for California Cities Excess Liability
c/o Alliant Insurance Services
Corporation Insurance License No. 0C36861
560 Mission Street, 6th Floor, San Francisco, CA 94105
ww111• acce/pool. org

AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL)

A JOINT POWERS AUTHORITY

EXCESS LIABILITY COVERAGE

ADDITIONAL COVERED PARTY ENDORSEMENT
It is understood and agreed that in accordance with Section III. WHO IS A COVERED PARTY paragraph D. that the following person or organization named below is included as an additional covered party for Bodily Injury and Property Damage, but only with respect to facilities or personal property owned by such person or organization and used by the Member Agency or for liability arising out of operations performed by or on behalf of the Member Agency for such person or organization so designated.

Additional Covered Party Limit of Liability Description of Activity or Location of Facilities Used County of Santa Clara Office of $1,000,000 If required by written contract, County of Santa Clara and the County Executive members of the Board of Supervisors of the County of Santa Clara and the officers, agents and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties as respects the Historic Grant Program for the Roth Building.

Subject to policy terms, conditions and exclusions.

Notwithstanding any requirement, term or condition of any contract or agreement to which this coverage may apply, the coverage afforded an additional covered party shall be subject to all the terms, exclusions and conditions of this Memorandum of Excess Liability Coverage (07/22) as otherwise applicable.

This endorsement is part of the Memorandum of Excess Liability Coverage (07/22) and is effective on the date shown below.

All other terms and conditions remain unchanged.

Policy Period:

Member Agency:

Endorsement No.:

Issued to:

Date Issued:

July 1, 2022 to July 1, 2023
City of Palo Alto
2223-PAL-005-
County of Santa Clara Office of the County Executive
Attn: Dr. Jeffrey V. Smith, Deputy County Executive
Eleventh Floor - East Wing
70 West Hedding Street
San Jose, CA 951 I 0
6/20/2022
Authorized Representative for ACCEL
Alliant Insurance Services, Inc.

A Joint Powers Authority

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Bu ildin g Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS
Page
24 of 24
DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 1 of 23 ends

RANT FUNDING AGREEMENT
Between the County of Santa Clara and the City of Palo Alto for Restoration and Repair the Roth Building Windows
(Fiscal Year 2023 Historic Heritage Grant Funds, $182,448) Th
is Grant Funding Agreement (“Agreement”) is made and entered into as of the last date signed below by all parties (“Effective Date”) by and between the County of Santa Clara, a political subdivision of the State of California (“County”), and the City of Palo Alto, a California municipality, with its primary offices located at 250 Hamilton Ave, Palo Alto, CA 94301 (“Grantee”). County and Grantee shall sometimes be referred to herein individually as a “Party” or collectively as the “Parties.”
RECI
TALS
W
HEREAS, the Grantee submitted an application to the County’s Historical Heritage Commission (“Historical Heritage Commission” or “Commission”) for funding of the Restoration and Repair of the Roth Building Windows (“Project”) located at 300 Homer Avenue, Palo Alto, CA 94301;
W
HEREAS, the Project includes restoration and repair of the Roth Building windows, as more fully described in Attachment A “Scope of Work and Itemized Project Budget” incorporated and made a part of this Agreement by reference herein;
W
HEREAS, the Historical Heritage Commission, on April 20, 2023 reviewed the merits of the Grantee’s application and forwarded its recommendation to the Board of Supervisors that it approve the allocation of $182,448 (One-hundred eighty-two thousand four-hundred forty-eight dollars) from the Fiscal Year 2023 Historical Heritage Park Charter Development Funds to assist the Grantee with the Project;
W
HEREAS, the Board of Supervisors reviewed the information provided in support of the Project and found that the Project meets the requirements for use of Park Charter Development funds in Section 604 (b) of the County Charter; and,
W
HEREAS, the Board of Supervisors on June 6, 2023, reviewed and approved the recommendation of the Historical Heritage Commission to allocate $182,448 (“Grant”) to assist with the Project, which will acknowledge, preserve, and commemorate the historical and cultural heritage of the Santa Clara Valley.

NO
W, THEREFORE, in consideration of the mutual promises, covenants, and conditions herein, County and Grantee agree to the foregoing and as follows:

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0 X

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 2 of 23 ends

S
ECTION I. GRANTEE RESPONSIBILITIES
T
he County and Grantee agree that the foregoing recitals of the Agreement are the basis for and incorporated into and made a part of this Agreement as terms and conditions. The County and Grantee further agree that County funding is subject to the following conditions:

A. G
eneral.

G
rantee, at Grantee’s sole cost and expense, shall perform or cause to be performed the Scope of Work described in Attachment A, and the Grantee shall act promptly and without delay with respect to such matters in relation to the Project. In performing the Project, the Grantee agrees to the following terms and conditions.
(1) A
pprovals.
(a)
Grantee shall prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder and any other applicable laws. (b)
Grantee shall secure all required approvals, including approvals from government agencies required for completion of the Project. (c)
Grantee warrants, represents, and agrees that, except where otherwise expressly prohibited by state or federal law, Grantee, as the applicant for any discretionary land use permit, development permit, license, authorization, entitlement, or other approval from County, will defend, indemnify, and hold harmless County and its officers, agents, employees, boards and commissions from, for and against any claim, action or proceeding brought by any person or entity (“third party”) other than the Grantee against County or its officers, agents, employees, boards, or commissions that arises from or is in any way related to the approval, including but not limited to claims, actions, or proceedings to attack, set aside, void, or annul the approval. County has the right to participate in the defense of any claim, action, or proceeding. This indemnity shall not apply to the gross negligence or willful misconduct of County, or of its agents, officers, employees, boards, or commissions. (2) A
cknowledgements.
(
a) Grantee shall publicly acknowledge the Grant by providing a plaque permanently affixed to the building exterior, or on a prominent location on the Project site, visible to the public. The acknowledgement credit shall read:
“Restoration made possible in part by a grant from the County of Santa Clara DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 3 of 23 ends

(b) Grantee shall publicly acknowledge the Grant by giving credit to County in project-related materials including newsletters, brochures, and internet messages.

(3) Reports and Documentation.

(a) Grantee shall submit a bi-annual written project accomplishment report for the Project to the County Parks and Recreation Department no later than November 1 and May 1 of each year, until the Project is completed and reimbursement received.

(b) Grantee shall provide any documentation the Historical Heritage Commission requests regarding the Project. This includes, but is not limited to, documents before construction work begins in order to ensure that the proposed Project is consistent with the United States Secretary of the Interior’s standards for rehabilitation, preservation, and restoration of historic properties.

(c) Grantee shall make a presentation at a regularly scheduled Historical Heritage Commission meeting discussing the completed Project within three (3) months of Project completion. The Grantee shall print and distribute the same photos that were submitted with the final reimbursement request to the Commission members at the presentation. County Parks and Recreation Department Staff will facilitate the scheduling of the presentation.

(4) Additional Conditions for Artwork Restoration

(a) If the Scope of Work involves the restoration or alteration of an artwork, mural, or other original work of authorship within the meaning of 17 U.S.C. § 102, Grantee shall obtain a License from the owner of the copyright to the work prior to requesting funding. This License must grant the right to (1) reproduce the copyrighted work; (2) prepare derivative works based upon the copyrighted work; (3) distribute copies of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending; and (4) display the copyrighted work publicly. As a condition of the Agreement, Grantee must assign its license to the County.

B. Capital Contributions.

(1) Grantee shall expend the Grant exclusively for third-party expenses arising from services, permits, fees, labor, materials, and equipment required for the Scope of DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 4 of 23 ends

(2) Grantee shall successfully demonstrate expenditure of Grantee’s cash contribution funds to County’s satisfaction prior to reimbursement through the Grant. Additional funds needed to complete the Project shall be identified in Attachment A, Scope of Work and Itemized Project Budget.

(3) County recognizes that the Itemized Project Budget identified in Attachment A is an estimate and may include a contingency. To the extent that costs qualifying for reimbursement through the Grant vary from this budget, the following provisions apply:

(a) For work to be performed that is funded by both Grantee and County as reflected in Attachment A, if Grantee’s Cash Contribution for any itemized work to be performed is reduced, then the Grant contribution shall be reduced by the same percentage;

(b) Adjustments may be made in the costs associated with Project elements to reflect actual costs, however material changes (even if there is minor or no change in cost) that will affect the restoration or preservation of a historical element, or changes that would necessitate County funding of a non- preservation element that the Grantee was financing with other funds, must be approved by the Historical Heritage Commission. The Commission shall have sole discretion whether to approve or disapprove such adjustments.

C. Prevailing Wages.

The Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1770 et seq. apply. Grantee shall comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment of prevailing wages. Grantee shall include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project. Grantee is hereby notified that prevailing wage must meet the general prevailing rate of per diem wages and the rates for overtime and holiday work in the locality in which the work is to be performed for each craft, classification, or type of worker needed to perform the work, as specified by the Director of Industrial Relations. Grantee is further notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Further information on Compliance Monitoring Unit requirements can be found at https://www.dir.ca.gov/dlse/cmu/cmu.html.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 5 of 23 ends

The Labor Code requires Grantee’s compliance with the Department of Industrial Relations (DIR) electronic certified payroll reporting (eCPR) requirements which took effect on January 1, 2016.

No contract can be awarded unless the public works project has been registered with the Department of Industrial Relations. Subcontractors used on the project must also comply.

Additional information is available at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

Grantee agrees to comply with all related provisions of the Labor Code, including but not limited to the provisions of Labor Code Section 1775 relating to the payment of prevailing wages, Section 1777.5 relating to the employment of apprentices, and Sections 1811-1813 relating to the payment of Overtime and provisions pertaining to eCPR compliance.

Grantee must provide evidence of awarding body registration with the DIR to the County for approval before incurring any project costs for which Grantee will seek grant reimbursement.

D. Project Conformance with the Secretary of the Interior’s Standards.

The Project and the property upon which the Project is located shall at all times conform to the Secretary of the Interior’s Standards for the Treatment of Historic Properties. Should Grantee’s implementation of the Scope of Work fail to conform to the Secretary of the Interior’s Standards, the County may, at its sole discretion, withhold reimbursement until Grantee cures the issue.

E. Term of Agreement.

(1) This Agreement is effective on the Effective Date as stated above and shall remain in effect for three (3) years from the Effective Date (“Term”). If the Project is completed before the expiration of the Term, the Agreement shall then expire on an agreed upon date by the parties or as otherwise determined by County in its sole discretion.

(2) Grantee shall complete the Project and demonstrate the Project to be fully usable within the Term. County may, at its sole discretion, approve an extension for demonstrated delays not within the control of Grantee. The Grantee must request the extension in writing no later than three (3) months prior to the expiration of the Term.

(3) If Grantee fails to complete the Project within the required timeframe and does not receive an extension pursuant to this section, or if the Project does not conform to the Scope of Work in Attachment A, the Grantee shall return all awarded Grant funds to the County. The County may, at its sole discretion, agree in writing to accept a partially completed Project or a Project that does not conform to the Scope of Work.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 6 of 23 ends

F. Operation and Maintenance.

Upon completion of the Project, the Grantee represents and warrants that it shall open the property upon which the Project is located to the public, and continuously operate and maintain the property and the Project for the benefit of the public for a period of at least twenty (20) years. Grantee shall maintain the property in good operating condition during this period of time. Grantee shall be solely responsible for ongoing maintenance and operation.

G. Termination

The County may, upon written notice to Grantee, terminate all or part of this Agreement at any time for County’s convenience. Upon receipt of such notice, Grantee must immediately cease all work on the date and in the manner specified in the notice. Upon termination, County shall reimburse Grantee for eligible costs incurred pursuant to Section II of this Agreement. County is under no obligation to reimburse for work not yet completed or work that does not conform to the approved Scope of Work and Itemized Project Budget.

SECTION II. COMPENSATION AND REIMBURSEMENT

A. Reimbursement Amount.

County shall reimburse the Grantee in an amount not to exceed the maximum Grant amount of $182,448 for eligible costs. County’s obligation to pay is expressly conditioned upon the Grantee’s demonstrated compliance with all of the terms and conditions of this Agreement and the availability of Grant funds.

B. Reimbursement Requirements.

(1) Grant funds shall be issued on a reimbursement basis only. No advanced funds shall be issued. Grantee shall keep accurate accounting records of all Project expenditures. Reimbursement shall be limited to expenditures for work approved in the Scope of Work and Itemized Project Budget (Attachment A). Expenditures shall be incurred during the Term.

(2) Reimbursement requests may be submitted at Grantee’s convenience but shall not exceed one request per quarter, and the Project shall have accrued at least $1,000 in claimable expenditures during that quarter. Grantees must provide the following:

(a) HHGP Payment Request Form completed and signed by the authorized representative.
(b) HHGP Project Expenditure Worksheet which clearly shows the relationship between expenditures and the grant scope of work deliverables in the grant funding agreement.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 7 of 23 ends

(c) Itemized invoice(s) demonstrating expenditure of eligible costs. All Project invoices must be directed to the Grantee.
(d) A copy of the Prevailing Wage Determination(s) from the California Department of Industrial Relations for any invoices which include labor.

(e) Evidence that Prevailing Wage was paid.

(f) Evidence that all invoices have been paid. For example, a clear copy of both sides of a check or warrant issued to pay said invoices, or a receipt evidencing such payment. Bank account statements will not be accepted. (g) Project Accomplishment Report that may include photos and construction inspection reports as applicable.

(3) If Grantee is providing cash contribution funds, such funds shall be utilized before requests for reimbursement are made for HHGP funds. Documentation substantiating the expenditure of Grantee’s cash contribution funds must be provided with the first reimbursement request.

(4) If a reimbursement request is incomplete, County may, at its sole discretion, pay that part of the reimbursement request that is complete or decline payment until the reimbursement request is complete. If the reimbursement request is satisfactory, the County shall endeavor to provide payment to the grantee within sixty (60) days of a complete submittal.

(5) Upon Project completion, the Grantee shall submit a final reimbursement request that includes all the items required in a standard reimbursement request and at least four photographs of the completed project and additional photographs of the permanently installed HHGP funding acknowledgement sign.

(6) Final reimbursement requests shall be submitted at least sixty (60) days prior to the expiration of this Agreement. It is the responsibility of the Grantee to be knowledgeable of the Agreement expiration date, to ensure timely completion of the Project and take all required steps to ensure receipt of reimbursement funds.

C. Project Records, County Audit and Inspection.

(1) Grantee shall be responsible for maintaining fiscal controls and fund accounting procedures that show the following:

(a) The disposition of the proceeds of Grant funds provided to Grantee;

(b) The total costs of the Project;

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 8 of 23 ends

(d) Any other records and controls that will facilitate an effective audit.

(2) The fiscal controls and accounting procedures used to record Project costs and fund receipts shall be based on generally accepted accounting standards and principles.

Grantee shall maintain Project records (including paper and electronic media, as appropriate) showing compliance with all aspects of this Agreement for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All Project records shall be available to County within five (5) working days of County’s reasonable notice. If the County determines that the Grantee used the Grant for ineligible costs, or other terms of the Agreement were breached, County may take any action permitted by law and any authorized actions under this Agreement and require Grantee to repay the Grant, with interest at the rate earned on County’s investments, and the cost of the audit.

(3) In addition to an audit of Project Records, Grantee shall provide consent to County to access the Project during business hours any time during construction, and, following completion of the Project, during business hours following reasonable notice by County.

SECTION III. INDEMNIFICATION

Grantee covenants, warrants, represents, and agrees that it shall indemnify, defend, save, and hold harmless the County and all of its employees, officers, directors, attorneys, agents, contractors, successors and assigns in accordance with the indemnification provisions of Exhibit C, which is incorporated herein and made a part of this Agreement by this reference.

SECTION IV. NOTICES

Any notices provided pursuant to this Agreement shall be sent by regular mail to the respective parties addressed as follows:

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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SECTION V. MISCELLANEOUS

A. Entire Agreement.

This document represents the entire agreement between the Parties in relation to the subject matter contained herein. All prior negotiations and written and/or oral agreements between the Parties with respect to the subject matter of the Agreement are merged into this Agreement.

B. Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

C. Conflict of Interest.

(1) Grantee shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client 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 County.

(2) In accepting this Agreement, Grantee covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Grantee further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest.

Grantee subcontractors may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.

(3) If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Grantee’s employees, agents and subcontractors, who could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 10 of 23 ends

governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Grantee’s service to County under this Agreement. Grantee shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity. Grantee shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County.

(4) If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations, including but not limited to those listed in subpart (ii) of the first sentence of this Section VI.C including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.

D. Governing Law, Venue.

This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed, and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE

PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE

OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.

E. Assignment.

No assignment of this Agreement or of any of the rights or obligations hereunder shall be valid without the prior written consent of County.

F. Waiver.

No delay or omission by either Party hereto to exercise any right occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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G. Compliance with All Laws, Including Nondiscrimination, Equal Opportunity, and Wage Theft Prevention.

(1) Grantee shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.

(2) Grantee 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, Grantee shall not discriminate against any subcontractor, 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 Grantee 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.

(3) Grantee 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.

(4) For purposes of this Section V.G, 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 DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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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 of San Jose’s Office of Equality Assurance.

(5) By signing this Agreement, Grantee 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 Grantee violated an applicable wage and hour law or pay equity law. Grantee 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.

(6) If at any time during the term of this Agreement, Grantee receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Grantee shall promptly satisfy and comply with any such Final Judgment. Grantee shall inform the Office of the County Executive-Office 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. Grantee 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 provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.

(7) In addition to and notwithstanding any other provision of this Agreement concerning access to Grantee’s records, Grantee 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, Grantee 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 V.G, 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 Grantee’s normal business hours upon no less than 10 business days’ advance notice.

(8) Grantee shall (1) at least once in the first year of this Agreement and annually DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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thereafter, provide each of its employees working in California and each person applying to Grantee 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 Grantee’s Employees and Job Applicants.

(9) 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:

(10) Grantee shall impose all of the requirements set forth in this Section V.G 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.

H. County No-Smoking Policy.

Grantee and its employees, agents, contractors, subcontractors and consultants, shall comply with the 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.

I. Food and Beverage Standards.

Except in the event of an emergency or medical necessity, County’s nutritional standards shall apply to any foods and/or beverages purchased by Grantee with Grant Funds for County-sponsored meetings or events.

J. California Public Records Act.

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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information falls within one or more CPRA exemptions, Grantee 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, County will make reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara county before the County responds to the CPRA request. If Grantee fails to obtain such a remedy before County responds to the CPRA request, County may disclose the requested information and shall not be liable or responsible for such disclosure.

K. No 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 signing this Agreement. Subcontractors, sponsors, and affiliates shall have no right or claim attaching to this Agreement or to the Grant Funds and are not third-party beneficiaries of or to this Agreement.

L. Relationship of the Parties.

The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a joint enterprise, employer- employee, or lender-borrower. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall be deemed a third party beneficiary to this Agreement nor an employee or agent of County, nor shall any such person represent himself or herself to others as a third party beneficiary to this Agreement or as an employee or agent of County.

M. No Indemnification and Insurance by County.

Nothing contained in this Agreement is to be construed as an indemnification by County for any loss, damage, injury or death arising out of or caused, in whole or in part, by the County or its Board of Supervisors, officers, executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein shall be construed to, and nothing shall, obligate the County to provide any insurance, indemnity, or protection for or on behalf of any third party, the Project, or the property owner.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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N. Subcontractors.

If any obligation is performed for or on behalf of Grantee through a consultant, contractor, or subcontractor, Grantee shall remain fully responsible for the performance of all obligations under this Agreement and Grantee shall be solely responsible for all payments due to its contractors, consultants, or subcontractors. No contract, subcontract, or other agreement entered into by Grantee with any third party in connection with this Agreement, or for or in relation to the use of the Grant Funds, shall provide for any indemnity, guarantee, or assumption of liability by, or other obligation of, County with respect to such arrangement. No contractor, consultant, or subcontractor will be deemed a third-party beneficiary for any purposes under or to this Agreement.

O. Nonexclusive Agreement.

Grantee agrees that this Agreement is non-exclusive and County may at any time, in its sole discretion, enter into agreements with other parties for any purpose deemed to be in the best interest of the County.

P. Paragraph Headings.

The headings and captions of the various paragraphs and subparagraphs hereof are for convenience only, and they shall not limit, expand, or otherwise affect the construction or interpretation of this Agreement.

Q. Cumulative Remedies.

The rights and remedies of the Parties to this Agreement, whether pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other available right or remedy.

R. Counterparts and Electronic Signatures.

This Agreement may be executed in several counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original. Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, 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.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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S. Construction/Severability.

This Agreement shall not be construed more strongly against either Party regardless of who is more responsible for its preparation. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable.

T. Authority.

Each Party represents and warrants that it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained in this Agreement and that the persons signing below are authorized to sign on each Party’s behalf.

U. Office of Foreign Assets Control Compliance.

Grantee represents to County that: (a) Grantee and each of the Grantee Representatives are not acting, and shall not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b) Grantee, and the Grantee Representatives, are not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation.

W. County Regulatory Authority.

Grantee acknowledges and agrees that County, acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory authority over the Premises and that nothing in this Agreement binds the County to exercise or refrain from exercising this discretionary governmental authority in any particular manner.

X. Bribery Clause.

Grantee certifies, represents, and warrants that Grantee and the Grantee Representatives have not been convicted of bribery or attempting to bribe an officer or employee of County or any other municipality or state entity nor has Grantee or any of the Grantee Representatives made an admission of guilt of such conduct which is a matter of record.

Y. Insurance.

Grantee shall provide insurance and comply with all insurance and other terms and conditions DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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set out in the attached Attachment B.

Z. Intellectual Property.
(1) County shall own all right, title, and interest in and to the Deliverables. For purposes of this Agreement, the term “Deliverables” shall mean any documentation and deliverables created by Grantee during the performance of services that are identified in this Agreement. Grantee hereby assigns to the County all rights, title and interest in and to any and all intellectual property whether or not patentable or registrable under patent, copyright, trademark or similar statutes, made or conceived or reduced to practice or learned by Grantee, either alone or jointly with others, during the period of Grantee’s agreement with the County or result from the use of premises leased, owned or contracted for by the County.
(2) Grantee acknowledges that all original works of authorship which are made by Grantee (either solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County. Grantee agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or delivered by Grantee, either solely or jointly with others, in connection with any agreement with the County.
(3) If Grantee is undertaking a restoration or alteration of an original work of authorship within the meaning of 17 U.S.C. § 102, Grantee covenants that the owner of the copyright has consented to the restoration or alteration work. Grantee further covenants that it possesses a License consistent with Section I.A.4 of this Agreement and that it will assign this License to the County prior to requesting grant funding. Grantee hereby forever releases, discharges, and agrees to save and hold harmless County, its employees, agents, representatives, and Board of Supervisors, from, for and against any and all liabilities, claims, causes of action, allegations and lawsuits that are made or threatened to be made in relation to any use made of any of the Intellectual Property. These claims include, but are not limited to, the Copyright Act of 1976 (17 U.S.C. § 101 et seq.), the Visual Artists Rights Act of 1990 (17 U.S.C. §§106A and 113(d)), the California Art Preservation Act (Cal. Civ. Code §§987 and 989), or any other local, state, foreign or international law, as currently drafted or as may be hereafter amended, that conveys the same or similar rights.

AA. Survival.

All terms and conditions that by their nature should survive termination or expiration of this Agreement, shall so survive including but not limited to Sections I, III, IV, and V.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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BB. Attachments.

The following attachments are included in this Agreement and are incorporated herein by this reference.

Attachment A – Scope of Work and Itemized Project Budget Attachment B – Insurance Requirements and Proof of Insurance

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DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as provided below, effective as of the last date signed by all the Parties.

Grantee:

Ed Shikada, City Manager
City of Palo Alto, a California municipality

Dated:

Approved as to form:

Caio Arellano
Chief Assistant City Attorney

COUNTY OF SANTA CLARA:

Sylvia Gallegos
Deputy County Executive

Date:

Approved as to form and legality:

Elizabeth Vissers
Deputy County Counsel

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0 7/24/2023
7/26/2023

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

Page 20 of 23 ends

ATTACHMENT A

SCOPE OF WORK AND ITEMIZED PROJECT BUDGET

Restoration and repair of the Roth Building’s existing windows.

All work will be performed to meet the terms of the Historical Heritage Funding Agreement, and the Historical Heritage Grant Program Application and Procedural Guide, including any and all revisions thereto.

ITEMIZED PROJECT BUDGET

WORK TO BE PERFORMED GRANTEE CASH

CONTRIBUTION GRANT TOTAL

1. Glass Block Repair (Soares) $0.00 $31,938 $31,938

2.Waterproofing window openings
(Lawson) $0.00 $19,500 $19,500

3.Sealing and caulking window
openings (Lawson) $0.00 $12,750 $12,750

4. Replace broken glass, re-putty seals,
seal perimeter (Silicon Valley Glass) $0.00 $36,138 $36,138

5.Furnish & install storm windows
(Silicon
Valley Glass)
$0.00 $39,235 $39,235

6.Exterior plaster patches (Level 5) $0.00 $16,284 $16,284

7.Retrofit work, millwork and running
trim
(Vance Brown Inc)
$31,755 $0.00 $31,755

8.Painting sides of windows (Toller
Painting, Inc) $0.00 $16,225 $16,225

9.General Contractor’s Fee (Vance
Brown
oversee and coordination with
subcontractors’ activities and general
supervision of the window
rehabilitation project to completion
including any punch list
activities/documentation)
$0.00 $10,378 $10,378

10. Precast window sills and wall caps
(Soares infrastructure, new construction) $59,907 $0.00 $59,907 TOTAL PROJECT AMOUNT $91,662 $182,448 $274,110
Contingency (Optional) $21,794 $295,904 DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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ATTACHMENT B -- INSURANCE REQUIREMENTS AND PROOF OF INSURANCE

INSURANCE REQUIREMENTS FOR

GRANT AGREEMENT

Indemnity

The Grantee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Grantee contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.

Insurance

A. Evidence of Coverage

B. Qualifying Insurers

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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C. Notice of Cancellation

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

a. Each occurrence - $1,000,000

b. General aggregate - $1,000,000

c. Products/Completed Operations aggregate - $1,000,000

d. Personal Injury - $1,000,000

2. General liability coverage shall include:

a. Premises and Operations

b. Products/Completed

c. Personal Injury liability

d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:

Additional Insured Endorsement, which shall read:

GRANT FUNDING AGREEMENT
for the City of Palo Alto for
the Restoration and Repair of the Roth Building Windows project Fiscal Year 2023 HISTORIC HERITAGE GRANT FUNDS

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contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Grantee shall be notified by the contracting department of these requirements.

4. Fidelity Bond

Before receiving any reimbursement under this Agreement, Grantee will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Grantee will notify County immediately, and County may withhold further payment to Grantee until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.

E. Special Provisions

The following provisions shall apply to this Agreement:

2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Grantee. However, this shall not in any way limit liabilities assumed by the Grantee under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Grantees obligation hereunder may be satisfied in whole or in part by adequately funded self -insurance programs or self- insurance retentions.

3. Should any of the work under this Agree ment be sublet, the Grantee shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Grantee may insure subcontractors under its own policies.

DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0 DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0 DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0 DocuSign Envelope ID: E779C403-D26C-463E-989E-122C371A96F0

EXHIBIT H
FISCAL YEAR 2026 CITY FUNDING
(Added by First Amendment to Lease Agreement)
On June 17, 2024, the Palo Alto City Council adopted the Fiscal Year 2025 Capital Budget, which includes a one-time funding contribution of $500,000 to the Museum in Fiscal Year 2026, pending the City Council’s review and adoption of the Fiscal Year 2026 Budget.

The funds are intended to assist the Museum’s efforts to attract increased donor participation and raise additional funds.

The funds shall not be used for Project costs or for ongoing operational costs, but rather for additional tenant improvements after the Project is complete and for Museum exhibits. Acceptable uses of these funds include costs related to gallery design, exhibit design, interactive multimedia, audio, video, interactive displays, information kiosks, and the contractors hired to do the design and build out of those systems, as well as infrastructure costs, that would include design, engineering, and installation.

Palo Alto City CouncilOctober 28, 2024

Palo Alto City Council
October 28, 2024