City Council and Authorities Concurrent
March 8, 2022

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more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR-STANDARD OF WORKMANSHIP.

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

The plans, designs, specifications, estimates, calculations, repo1is and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate five (5) years from the Effective Date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/Precept Environmental, Inc.

Rev. 02/01/15

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any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent performance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

Agreement for the Performance of Services/Precept Environmental, Inc.

Rev. 02/01/15

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11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Patty written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Pa1ty terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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

14. NO TIDRD PARTY BENEFICIARY.

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

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/Precept Environmental, Inc.

Rev. 02/01/15

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17. CONFIDENTIALITY OF MATERIAL.

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

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third pmiies.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all repo1is concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement for the Performance of Services/Precept Environmental, Inc.

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21. CORRECTION OF SERVICES.

Contractor agrees to coffect any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, effors or omissions of Contractor.

22. FAIREMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

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

Agreement for the Performance of Services/Precept Environmental, Inc.

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28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

29. NOTICES.

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

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows:

Precept Environmental, Inc.
22431 Antonio Parkway, Suite B 160-900
Rancho Santa Margarita, California 92688
or by facsimile at (888) 822-3337
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

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

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

Agreement for the Perfmmance of Services/Precept Environmental, Inc.

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B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Pa1iies equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Pa1iies shall each pay their respective attorney's fees, expe1i witness costs and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, expert's fees, and attorney's fees. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIAL~CE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and ce1iifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

Agreement for the Performance of Services/Precept Environmental, Ine.

Rev. 02/01/15

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36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

37. PREVAILING WAGES.
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A. Labor Code Compliance. Contractor must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles l-7.

Contractor agrees to include prevailing wage requirements in its contracts for the Project.

B. Requirements in Subcontracts. Contractor shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement.

Subcontracts shall include all prevailing wage requirements set forth in Contractor's contracts.
(Continued on page 10 of 10)
Agreement for the Performance of Services/Precept Environmental, Inc.

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This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Patties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Paities.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

APPROVED AS TO FORM:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: -----------
~ ~ J{AJEEV B;L\ TRA
1 '' Interim City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
ATIBlU/1 Telephone: (408) 615-2210
Fax: ( 408) 241-6771
ROD DIRIDON, JR.

City Clerk
"CITY"
PRECEPT ENVIRONMENT AL, INC.
a California corporation
Date: '2. /z_ 7 / I,
By:

Title:

Address:

Telephone:

Fax:

President
26439 Rancho Parkway South, Suite 165
Lake Forest, CA 92630
(916) 240-4507
(916) 333-4686
"CONTRACTOR"
Agreement for the Performance of Services/Precept Environmental, Inc.

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENTAL, INC.

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are to provide Cooling Tower Cleaning and Disinfection.

See attached Work Plan for additional information.

Agreement with Precept Environmental, Inc./Scope of Services/Exhibit A Rev. 02/01/15
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Cooling Tower Disinfection Service
Silicon Valley Power

4. Work Plan

4.1 Description of Cooling Tower Cleaning & Disinfection A.) Online Disinfection
The pre-disinfection will be performed by Plant Operators prior to the physical cleaning of the system. The disinfection will be conducted under the direction of a project specialist. During this process, the fans must be OFF (if possible) in the off-line systems, and the recirculation pumps will be ON. To begin disinfection, elevated levels of an oxidizing biocide will be added, per Cooling Tower Institute (CTI) recommendations for routine online disinfection. A biodispersant or deposit release chemistry will be added to increase the performance of the disinfection by breaking-up and removing organic material, bacteria, and slime

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that are in the fill. Chemistry data will be collected and documented by the Precept Environmental Project Manager.

B.) Physical System Cleaning
The cooling tower will be isolated and drained for the manual cleaning process under the guidance of the facility personnel.

Facility personnel will also assist Precept in system lockout/tag-out, and system draining.

During the physical system cleaning process, Precept will use high­ pressure washers to clean the entire internal and external areas to the extent possible. The physical cleaning will include the cleaning of the drift eliminator areas, internal sump, basin, and fan plenum areas. The intent of the physical cleaning process is to remove dirt, debris, bacteria, and organic material that have collected on the surfaces. Using high-pressur"e washers, the debris will be pushed towards the basin. Once the debris is isolated, it will be bagged and disposed of in a facility dumpster. DEBRIS WILL BE DOUBLE-BAGGED TO PREVENT LEAl<AGE INTO THE DUMPSTER.
c.) Final System Disinfection
Following the manual cleaning process of the entire system, the cooling tower will be completely refilled, and the Plant Operators will disinfect the system again per Part A (Online Disinfection). At this point, the system may require another drain & refill depending on system turbidity. Afterwards, the normal water treatment program should be started again to re-passivate the metal, and reduce the potential for flash corrosion. If necessary, Precept will coordinate this process with the existing chemical water treatment supplier.

Exhibit A

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Cooling Tower Disinfection Service
Silicon Valley Power
D.) Project Validation
Once the project is completed, Precept will provide thorough written documentation of the disinfection process for your records. This documentation will include an inspection report, a detailed review of the procedures used, and an executive summary of the completed work. The project validation will also include digital before and after pictures to document the results.
---~------

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Please see the attached "Cooling Tower Disinfection Validation Report" that was completed for the 2016 Silicon Valley Power Cooling Towers.

Exhibit A

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENTAL, INC.

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred sixteen thousand three hundred dollars and zero cents ($116,300.00), subject to budget appropriations.

Classification
Service Manager
Project Manager
Technician Lead
Technician
Hourly Rate
$125.00
$80.00
$60.00
$40.00
Pricing will not exceed a
3% escalation rate per year if necessaiy for years two (2) through five (5).

Contractor will be performing this service annually.

Year 1 -$22,000.00
Year 2 -$22,600.00
Year 3 -$23,200.00
Year 4 -$23,900.00
Year 5 -$24,600.00
Agreement with Precept Environmental, Inc./Fee Schedule/Exhibit B Rev. 02/01/15

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENT AL, INC.

EXHIBITC

INSURANCE COVERAGE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

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

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

Agreement with Precept Environmental, lnc./Insurance Requirements/Exhibit C Rev. 02/01/15
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B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 0I, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION
I. Workers' Compensation Insurance Policy as required by statute and employer's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy. l. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 10 01, or its equivalent.

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

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non­ payment of premiums shall be effective until written notice has been given Agreement with Precept Environmental, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15
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to City at least ten ( 10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (l 0) days prior to the effective date of non­ renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

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

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and Agreement with Precept Environmental, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15

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deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

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

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [Electric Department]
P.O. Box 100085 -S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A-VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Precept Environmental, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENT AL, INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

I. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made ( or makes) any false statement( s) or representation( s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Precept Environmental, Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

DIR ID 225837

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor ( or bidder) is ruled ineligible ( debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Precept Environmental, Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

DIR ID 225837

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENTAL, INC.

EXHIBIT E

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of pe1jury under the laws of the State of California.

PRECEPT ENVIRONMENTAL, INC.
a California corporation
Title: President

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalfofthe legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with Precept Environmental, Inc./ Affidavit of Compliance/Exhibit E Rev. 02/01/15

DIR ID 225837

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of C') (('~ e / }
on/'J_j'Jii~ before me, -r. L. /ti b&.n, ~~{},i ~r/~dJl,'cc personally appeared J ' +-,I.... ( ere nse name an HUeoflheofficer) who proved to me on the basis of satisfa ry evidence to be the person(.s5 whose name~) is/efe subscribed to the within instrument and acknowledged to me that he/s.l{e!tb'6y executed the same in his/hir/tp€ir authorized capacity(i~). and that by his/h/rl~r signatur~ on the instrument the person'8f, or the entity upon behalf of which the perso~ acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public Signature (Notary Public Seal)
T. L. ALLIANIC BAIZA ~
COMM ... 2170566 n
NOTARY PUBLIC-CALIFORNIA -i

ORANGE COUNTY W
My Term Exp. Novembor 4, !02?.J

INSTRUCTIONS FOR COMPLETING THIS FORM
ADDITIONAL OPTIONAL INF ORMA Tl Q N This form complies with cwnnt Califomia statutes regarding nota1)' wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if11eeded, should be completed and attached to the document. Acknowledgments ji-om other states may be completed for documents being sent to that state so long as the wording does not require the California notaJJ' to violate California notW)' law.
(Title or description of attached document)
(TIUe or description of attached document continued)
Number of Pages __ Document Date ___ _

CAPACITY CLAIMED BY THE SIGNER
□ Individual (s)
□ Corporate Officer
(Title)
□ Partner(s)
□ Attorney-in-Fact
□ Trustee(s)
0 Other _________ _
2015 Version www.NotaryClasses.co111 800-873-9865
• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk.
❖ Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple.

DIR ID 225837

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
(Not Applicable)

CITY OF SANTA CLARA, CALIFORNIA,
AND
PRECEPT ENVIRONMENTAL, INC.

EXHIBITF

MILESTONE SCHEDULE
Agreement with Precept Environmental, Inc./Milestone Schedule/Exhibit F Rev. 02/01/15

Ebix Insurance No. S200001253
AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. OBA PENINSULA CRANE & RIGGING

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City") and Art Alger, Inc. dba Peninsula Crane & Rigging, a California corporation, with its principal place of business located at 656 Wool Creek Drive, San Jose, California 95112 ("Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Art Alger, Inc. OBA Peninsula Crane and Rigging, dated March 28, 2017 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide operated crane, rigger, and related services, and the Parties now wish to amend the Agreement to increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit A - Scope of Services shall be deleted and replaced with the attached Exhibit A- Scope of Services -Amended June 15, 2021.

2. Exhibit B - Schedule of Fees shall be deleted and replaced with the attached Exhibit B -Compensation and Fee Schedule -Amended June 15, 2021.

3. Exhibit F of the Agreement, entitled "Milestone Schedule", is hereby deleted and replaced with Exhibit F - Labor Compliance Addendum attached and incorporated into this Agreement.

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

Amendment No. 1 to Agreement/Art Alger Inc. dba Peninsula Crane & Rigging Rev. 10125119

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: ~ \ l\.o,luJ W
~i ~ BRIAN DOYLE
City Attorney
Digitally signed by Caio
Arellano
Date: 2021.06.14 15:11:23
-07'00'
V DEANNA.SNTANA
City Manag
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ART ALGER, INC. OBA PENINSULA CRANE & RIGGING
a California corporation
Dated: 5/12/2021
~-- -------- - ------
By (Signature): ~~ 8~
Name: dfosTPi-f BAUER
Title: President
Principal Place of 656 Wool Creek Drive
Business Address: San Jose, CA 95112
Email Address: [email protected]
Telephone: (408) 294-4841
Fax: (408) 202-6865
"CONTRACTOR"
Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBIT A - SCOPE OF SERVICES
AMENDED JUNE 15, 2021
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

1. Contractor agrees to furnish all personnel, transportation, labor, equipment, permits and licenses and any other item of expense necessary to provide crane, rigging and related services to support Silicon Valley Power (SVP) facilities and assets.

1.1. Work shall be performed subject to the availability of labor and equipment

1.2. When a quote is requested, Contractor shall advise City of its availability.

2. Services may include but are not limited to:

2.1. Provide qualified crane operators, qualified riggers and millwrights

2.2. Install or uninstall load beams and rigging equipment

2.3. Supply test weights & certifier for chain hoists & load/rigging assemblies

2.4. Remove or install large equipment including turbines, generators, load gears, pumps, motors, fans and their sub-assemblies.

2.5. Load and offload equipment, containers or tooling onto trucks

2.6. Hoist equipment and tooling such as, but not limited to: scaffold, grates to catwalk or other location as directed by SVP

3. Authorization of work:

3.1. When services are requested greater than five (5) days in advance, Contractor shall provide a quote for the anticipated services. Such quote shall be approved in writing (e-mail acceptable) by one of the following:

Electric Program Manager, Electric Utility Division Manager, Assistant Director Electric Utility, Chief Electric Utility Operating Officer. Where the terms of any quote are in conflict with this Agreement, the terms of the Agreement shall prevail. Standard Conditions listed on all quotes do not apply unless incorporated into the Agreement
Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

3.2. Emergency work must be approved verbally (in the field), by telephone, ore­ mail by the following authorized individuals: Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. Contractor shall provide a quote or proposal within two (2) business days. Emergency Services --those services scheduled less than five (5) days in advance -- shall be quoted where possible and invoiced in a matter that permits the City to assure that services were provided at the rates authorized in this Agreement.

3.3. Contractor is responsible for notifying City in a timely manner when the quoted cost may change. Contractor shall provide reason for the change specific to each purchase order.

3.4. If Contractor identifies issues that would result in anticipated costs that exceed the current quote or a change in the services to be performed is requested by City, a quote shall be provided in advance of performing work.

In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals:

Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. In that event, Contractor shall provide an updated proposal within two (2) business days so that such changes can be documented in a Revised Work Authorization Form within four (4) business days.

3.5. All quotes shall contain detail sufficient for City to verify that services are provided at the rates specified in this Agreement. Contractor shall state any specific assumptions on each quote including if overtime is anticipated for any portion of the work.

3.6. Contractor is responsible for notifying City in a timely manner when the quoted cost may change such as due to new findings, changes in process, or changes in regulations. Contractor shall provide reason for the change.

4. Contractor Responsibilities:

4.1. Contractor shall possess all licenses and/or certifications necessary to perform the services described in this Attachment A.

4.2. Contractor shall provide qualified and skilled crane operators, riggers and m illwi rg hts.

4.2.1. 4.2.2.

Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary for the providing efficient services.

Contractor shall employ only competent craftsmen/skilled workers who are appropriately trained and licensed to perform the required services.

Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

4.2.3. 4.2.4.

4.2.5. 4.2.6.

Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Agreement, including but not limited to, Department of Transportation (DOT) requirements for commercial driver's license and required drug testing if applicable.

City may request verification of the assigned employees' or subcontractors' qualifications at any time. Contractor shall promptly provide such verification upon request by City.

Contractor's employees and any subcontractors shall supply proper identification when requested by City.

City reserves the right to request the removal of any Contractor employee(s) or subcontractor who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. Contractor shall promptly respond to requests for replacement personnel.

4.3. Contractor shall provide a Project Manager/General Manager who is responsible for the day-to-day management and supervision of the required services. Project Manager responsibilities shall include, but not be limited to:
correcting problems, managing conflicts and complaints, and overseeing work schedules, personnel, and equipment requirements. If the Project Manager/General Manager is off-site or otherwise unable to give direction to Contractor's employees (including subcontractors), City may give directions to the personnel until the Project Manager/General Manager returns.

4.4. Contractor shall provide all parts, materials, tools, equipment, and consumables necessary for all tasks

4.5. Safety:

4.5.1. 4.5.2.

4.5.3. Contractor shall ensure that all its employees, subcontractors, and agents abide by established local, state and federal safety rules and regulations.

Contractor employees, and any subcontractors shall always act in a safe manner while on City property.

Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances and codes in the event they are amended. Where any amended
applicable laws or ordinances are in conflict with the City's requirements, the more stringent requirement(s) shall be followed.

Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

4.5.4. 4.5.5.

4.5.6. 4.5.7.

4.5.8. 4.5.9.

Contractor shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing Contractor's employees and subcontractors in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's or subcontractor's job assignment. A copy of Contractor's IPP shall be submitted to City prior to the execution of an agreement, and be made available on site upon request.

Contractor shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. City reserves the right to accompany Contractor during these inspections.

Contractor employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which Contractor's employee or subcontractor has a current doctor's prescription) on City property and while performing services for the City. Employees or subcontractors using prescribed medication will not engage in any work if the medication can potentially impair the employee's or subcontractor's ability to perform the work safely.

Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

Contractor shall notify City immediately in event of an injury or property damage that occurs during the performance of the services described in this Agreement. Contractor shall investigate the reported injury or damage upon request from City, and provide City with regular updates until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist City as required.

4.6. Workmanship:

4.6.1. 4.6.2.

Contractor shall perform the required services in an
environmentally responsible manner.

Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site, and shall lock all Contractor vehicles when parked and unattended, to prevent Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

4.6.3. 4.6.4.

4.6.5. 4.6.6.

4.6.7. unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

Contractor shall take all necessary precautions to protect City property from damage during the performance of the required services. Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at Contractor's sole expense, prior to issuance of payment to Contractor by City. Any expenses incurred by City to repair property damage will be deducted from Contractor's compensation or billed to Contractor at City's discretion,
Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor's performance of services.

Contractor shall leave the work site in a neat and orderly condition.

All clean-up work will be done to the satisfaction of City, and at the sole expense of Contractor.

Contractor shall be responsible for disposing of all hazardous material generated during the performance of services.

City shall have the right to inspect any work performed by Contractor and any subcontractors. Should City determine upon inspection any unsatisfactory or defective work, Contractor shall immediately correct the work at no additional cost to the City.

5. City Responsibilities:

5.1. Contractor will take reasonable precautions to avoid damaging curbs, sidewalks, pavement, trees, etc.

5.2. Work composite with Contractor's crew.

5.3. Federal Aviation Administration (FAA): If a jobsite is within a 3-mile radius of any airport and/or excess of 200' of boom, an FAA permit may be required.

Please allow a minimum of 60 days to obtain the proper permits.

5.4. City shall provide 24-hour notice to cancel a job start. Cancellation after this time, may result in show up or labor & equipment charges.

Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. OBA PENINSULA CRANE & RIGGING

EXHIBIT A - SCOPE OF SERVICES
AMENDED JUNE 15, 2021

1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed three hundred thousand dollars ($300,000).

Additional services that exceed that amount shall only be authorized by a written addendum to this agreement in advance of services being performed.

2. Services shall be provided according to the rates below:

Position Straight Time Overtime (per Double Time
(per hour except hour except (per hour except
where noted) where noted) where noted)
Crane Work
30 Ton $185 $235 $285
40 Ton $220 $270 $320
60 Ton $245 $295 $345
75 Ton $275 $325 $375
90 Ton $325 $375 $425
100 Ton1 $400 $500 $600
150 Ton1 $525 $625 $725
Rigger (single person) $140 $190 $240
Rigging Crew (2 workers) $285 $385 $485
Gear Truck $280 per day
CrewTime 2 $230 N/A
Counterweight Haul $500 per day
Trucking (Flatbed Truck or $150 $200 $250
Tractor)
Office Time (DIR Reporting) $95
Special Reporting $100
Notary3 $20
Special Reporting $100
Fuel 7% of cost of Crane Work

FOOTNOTES
1 8 hour Minimum
2 Where an 8 hour minimum applies to crane time, this rate shall apply for the difference between 8 hours and the hours during which a crane was used
3 Per Document
Amendment No. 1 to AgreemenUArt Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

2.1. Definitions:

2.1.1. 2.1.2.

2.1.3. Straight time: Monday through Friday, first eight (8) hours worked Overtime: Monday through Friday, first two (2) hours worked after straight time
Premium:

2.1.3.1. 2.1.3.2.

2.1.3.3. Monday through Friday after ten (10) hours worked Saturday and Sunday
Holidays

2.1.3.3.1. 2.1.3.3.2.

New Year's
Day, Martin Luther King Day,
Friday Before President's Day, Presidents Day,
Friday before Memorial Day, Memorial Day,
Independence Day, Friday before Labor Day,
Labor Day, Thanksgiving Day, and day after
Thanksgiving, Christmas Day.

Where the holiday falls on a Saturday, the
holiday rate shall apply on the preceding
Friday. Where the holiday falls on a Sunday,
the holiday rate shall apply on the following
Monday.

2.2. Rates shall be effective through the term of this Agreement.

3. Reimbursable Expenses

3.1. Pass-Through Costs:

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

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

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

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

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

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

3.2.1. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

Amendment No. 1 to AgreemenUArt Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

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

3.2.2.1. 3.2.2.2.

4. Payment Provisions:

Unless approved in writing (e-mail acceptable) in
advance, meals, lodging, and related Per Diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
https://www.gsa.gov/travel-resources
The City shall not reimburse mileage for local travel
(within Santa Clara County).

4.1. Contractor shall submit an invoice to the City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

4.2. Each invoice shall include the task costs for the previous month.

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

4.4. The City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

4.5. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll using LCP tracker or other system as directed by City, City shall process the invoice for payment.

Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND between the

CITY OF SANTA CLARA, CALIFORNIA,
and
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBIT F

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

A. PREVAILING WAGE REQUIREMENTS

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

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

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

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

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

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

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

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

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

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

Amendment No. 1 to AgreemenUArt Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

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

C. ENFORCEMENT

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

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

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

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

Amendment No. 1 to Agreement/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 10/25/2019

EBIX Insurance No. S200001253

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

PREAMBLE
This agreement for the pe1formance of services ("Agreement") is by and between Art Alger , Inc. dba Peninsula Crane & Rigging, a California corporation, with its principal place of business located at 656 Wool Creek Drive, San Jose, California 95112 ("Contractor"), and the City of Santa Clara, California, a chattered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be refe1Ted to individually as a "Patty" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are Agreement for the Performance of Services/ Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 02/01/15
Page I of9
more fully described in Exhibit A entitled "SCOPE OF SERVlCES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set fo1th in the Scope of Services or as mutually dete1mined in writing by the Parties.

B. When City determines that Contractor has satisfactoril y completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR - STANDARD OF WORKMANSHIP.

Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representat ions regarding its skills and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, ·checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawing s shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set fmth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate five (5) years from the Effective Date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may a]so monitor the Services to be perfmmed to determine whether financial operations are conducted in accord with applicab]e City, county, state, and federal requirements. If Agreement for the Performance of Services/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 02/01/15

any action of Contractor constitutes a breach, City may tenninate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall confonn to the specifications, requirements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate , or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. lf Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incmTed by City.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or canies on any business in the City of Santa Clara pay business license tax to the City. A business tax ce1iificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality , technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent perfo1mance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor form the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county , and/or municipal laws, ordinances , regulations , rules and orders.

Agreement for the Performance of Services /A.ti Alger, Tnc. dba Peninsula Crane & Rigging Rev . 02/01/15

...,

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's comp]ete perfo1mance of Services , City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thi1ty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Patty may terminate this Agreement without cause by giving the other Party written notice ("Notice of Tennination ") which clearly expresses that Party ' s intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Pmty receives such notice. After either Pmty terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination , and City shal1 pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written pe1111ission from City.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third pmty or parties anclno third party oLpmties shall have any claim or right of action under this Agreement for any cause whatsoever.

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

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold ha1mless the City, its City Council , its officers, employees, boards and c01mnissions for expenses arising out of any unauthori zed pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/ Art Alger , Inc. dba Peninsula Crane & Rigging Rev . 02/01/15

17. CONFIDENTIALITY OF MATERIAL.

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

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine , trade paper, newspaper or other medium without express written consent of City.

19. OWNERSIDP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings , plans, diagrams, quantities, estimates, specifications, proposals , tests , maps, calculations , photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

Gity, through its authorized employees , representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement for the Performance of Services/Alt Alger, Inc. dba Penin sula Crane & Rigging Rev. 02/01/15

21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor .

22. FAIREMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background , or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability , loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set fo1th in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS .

This Agreement may be amended only with the written consent of both Patties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements , conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the tenns or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

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

Agreement for the Performance of Services / Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 02/01/15

28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

29. NOTICES.

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

City of Santa Clara
Attention: Electric Depatiment
1500 Warbrnion A venue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows :

A11 Alger, Inc. dba Peninsula Crane & Rigging
656 Wool Creek Drive
San Jose, California 95112
or by facsimile at ( 408) 294-6649
If notice is sent via facsimile , a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission . A facsimile transmitted after I :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections , paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or refetTed to in resol-ving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and constmed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state comis of the County of Santa Clara , or if appropriate, in the United States District Court, N01ihern District of California, San Jose, California.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutualJy agreed to by the Patiies , any controversies betw een Contractor and City reg arding the construction or application of this Agreement , and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

Agreement for the Performance of Services/ Art Alger , Inc. dba Peninsula Crane & Rigging Rev . 02/01/15

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demandi_ng mediation shall request the Superior Cowt of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expe1t witness costs and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, expert's fees, and attorney's fees. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a cowt of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETIDCAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDA VlT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the_Affordable Care Act ("AcC_) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibjljties under the Act.

35. CONFLICT OF INTERESTS
This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge , no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest , direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

Agreement for the Performance of Services/Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 02/01/15

36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

This Agreement may be executed in counterparts , each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument ; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions ofthis Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~ BRIA~ -=
Interim City Attorney
ATfEST~
ROD DIRIDON, JR.

City Clerk
APPROVED AS TO FORM:
".:2 -1-i-i -:J..,
J[' ..) l I
~~~
"CITY"
Interim City Manager
15 00 Warburton A venue
Santa Clara , CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING
a California corporation
Date:

By:

Title:

Address:

Telephone:

Fax:
b3 -d--l- n
656 Wool Creek Drive
San Jose, CA 95112
(408) 294-4841
( 408) 294-6649
"CONTRACTOR"
Agreement for the Performance of Services / Art Alger, Inc. dba Peninsula Crane & Rigging Rev. 02/01/15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor, s proposal entitled, "Annual pricing crane and rigger work" dated February 17, 2017, which is attached to this Exhibit A.

Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging /Scope of Services/Exhibit A Rev. 02/01 /15
Page l of2

PENINSULA CRANE & RIGGING
656 WOOL CREEK DR., SAN JOSE , CA 95112
Tel 408-294-4841 Fax 408-294-6649
Operated Cranes License No. 299007 Machinery Moving
February 17, 2017
City of Santa Clara/ Silicon Valley Power
Attn : Melisa Revino
Re: Annual pricing - crane & rigger work
Quotation: 1702026R1
We propose to provide an operated crane and rigger to remove and move 27,000# engine as directed.

Price: $1,160.00 - crane, 4 hours portal to portal
$520.00 - rigger, 4 hours portal to portal
Calculated cost per year for the above scope of services with 15 call outs per year:
• Year 1: $25,200.00
• Year 2: $25,500.00
• Year 3: $25,800.00
• Year 4: $26,100.00
• Year 5: $26,400.00
Conditions:
1) Work is to be performed on straight time.
2) Work performed per union contract; all charges are based on a 4, 6 or 8 hour minimum, portal-to-portal. (from PCR's yard to jobsite, and back to PCR's yard)
3) Crane/rigger rates are based on start time between 5:00 and 8:00 AM Monday-Friday. Any start time after 8:00 AM may result In premium tlme charges.
4) Additional work performed or equipment provided will be billed at applicable T&M rates. 5) Stand by time beyond the control of PCR will be billed at applicable rates. 6) Lessee is to provide adequate access to rig in and stage crane, with clear firm site leveled for safe operation of crane. 7) PCR will take precautions but will not be responsible for any damage caused by the size and weight of the crane to curbs, sidewalks, pavement, trees, etc.
8) We are to work composite with your crew.
9) When working with another craft that receives a higher rate of premium pay, for any period of time, our crew shall be compensated on the same basis.
10) Subject to _the availability of labor and equipment. 11) PCR, upon written request, will supply standard insurance certificates with 2 million coverage with appropriate additionally insured.

Any additional insurance requirements including, but not limited to, waiver of subrogation may be attained at an additional cost. 12) Quotation is valid for thirty days. Quotation subject to changes In costs of labor, fuel and equipment if more than 30 days old. 13) 24 hour notice by phone required to cancel a job start. Cancellation before thisllme, may invoRe show up or lal5or & equipment charges; cancellations or changes to job cannot be made via E-Mail. 14) PCR is to be notified prior to the start of all "Prevailing Wage" jobs . Failure to do so may result in additional charges to the customer. 15) Any DIR, "online• or special reporting of certified payroll, prevailing wages, etc. will be billed at T & M rates if required. ($80 per hour) 16) All contracts and subcontracts for work to be performed must be signed by both parties prior to start of job. 17) FAA: If a jobsite is within a 3-mile radius of any airport and/or excess of 200' of boom, an FAA permit may be required. Please allow a minimum of 60 days to obtain the proper permits.
18) 100% payment is to be made within 30 days from date of invoice. Retention Is not allowed as we are providing labor only.

If you have any questions regarding this quote please call me.

Upon acceptance of this quotation, please enter your purchase order number in space below and return this form by fax to 408-294- 6649. A valid purchase order or contract must be issued prior to mobilization.

Thank °you for the opportunity to provide this quote.

Joe Blankenship
~ S;g,at"m _ ________ _________ _ _ Title: ____ _ _ _ _____ _ _ _ Date: _ _ ________ ________ _ ___ P.O. ______________ _ Proposed Date of Work _ ______ _ _ ______ _
Exhibit A

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred twenty-nine thousand dollars and zero cents ($129,000.00), subject to budget appropriations.

Calculated costs per year for 15 crane call outs each year.

Year 1 - $25,200.00
Year 2 - $25,500.00
Year 3 - $25,800.00
Year 4 - $26,100.00
Year 5 - $26,400.00
Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Fee Schedule/Exhibit B Rev . 02/0 1/15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA ,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXIDBIT C

INSURANCE COVERAGE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMlVIERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

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

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

Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Insurance Requirements/Exhibit C Rev. 02/01/15

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 , with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01 . Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer 's liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

D. COMPLIANCE WITH REQUlREl\1ENTS
All of the following clauses and/or endorsements , or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

2. Additional Insureds. City of Santa Clara, its City Council, commissions , officers, employees, volunteers and agents are hereby added as additionarinsureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 10 01, or its equivalent.

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

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non­ payment of premiums shall be effective until written notice has been given Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Insurance Requirements/Exhibit C Rev. 02/01/15

to City at least ten _(l 0) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (l 0) days prior to the effective date of non­ renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes alJ responsibility for ensuring that such coverage is provided in confonnity with the requirements of this Agreement.

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.~

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

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Insurance Requirements/Exhibit C Rev. 02/01/15

deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies , satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting oflnsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent) , evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIXInc.

City of Santa Clara [Electric Department]
P.O. 12010-S2 or 151 North Lyon Avenue
Hemet , CA 92543 Hemet, CA 92546-8010
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and ___ -~pro:vide_written _prooLof,_an A.-M_Hestrating of_atJeasLA---111inus_6_(A----Vi )_or_shalLbe_a ~ --­ insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Insurance Requirements/Exhibit C Rev. 02/0 l/ 15

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
_ CITY OF SANTA CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBITD

ETIDCAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor 1 does any of the following:
a. Is convicted 2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsioilityof a City contractor or suocontnrctm; and/or, e. Made ( or makes) any false statement( s) or representation( s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor " and means any of the following : an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity ; a general partner of a partnership; a principal in a joint venture ; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted " or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years .

As used herein, "dishonesty" includes , but is not limited to, embezzlement, theft , forgery , bribe1y, falsification or destruction ofrecords, making false statements, failure to pay tax obligations , receiving stolen property, collusion or conspiracy.

Agreement with Art Alger, Inc . dba Peninsula Crane & Rigging/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15 Page 1 of2
' .J

2. If :fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduc;t shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

C.

1. The City determines that Contractor no longer has the financial capability 4 or business experience 5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten ( 10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankrnptcy Code (11 U.S.C.), as amended , or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15 Page 2 of 2

I ' I ,
AGREEMENT FOR THE PERFORMANCE OF SERVICES - .

BY AND BETWEEN THE
CITY OF SANTA CLARA, CALiFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have-the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" . contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general pa1iner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and_ correct and are made under penalty of perjury under the laws of the State of Califomia.

ART ALGER, INC. DBA PENINSULA CRANE & RIGGING
a California corporation
Name: JOE BAUER
Title: President ·

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and_ attach a notary public's acknowledgment of execution of the affidavit by the signat01y . If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of tl1e person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/ Affidavit of Compliance/Exhibit E Rev. 02/01/15

I I
CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
---~~------~----OPTIO NAL------ - - ---~-~~-
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Docum~~n~ ........ - _\ .. ' l,, / r_::,, I,;:_, \ '7 Title or Type of Document: LA·-f ·\-- ~ Lu\ V\ G Document Date: ~~ \ J / c':;,.O _ \ Number of Pages: .:l-- Signer(s) Other Than Named Above: ('\ ~ ' Capacity( ies) Claimed b Signer (s)
Signer's Name: · ,.,~ ·S>
~Corporate Officer - Title(s): _,O~· e-=·C--"1_,___,,__,...-""'--''-+-- ~ D Partner - D Limited D General
D Individual □ Attorney in Fact
D Trustee D Guardian or Conservator
0 Other: ___ _ _ _____ ____ _
Signer's Name: _ ___ ~ -------
□ Corporate Officer - Title(s): - -----===-----= _
D Partner - □ Limited D ~~
D Individual .JJ,.Attorneyi n Fact
□ Tr~------- D Guardian or Conservator
g ...-other: _ _____ _______ _
Signer Is Representing: ________ _ Signer Is Representing: _______ _ _ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 I ,

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
ART ALGER, INC. DBA PENINSULA CRANE & RIGGING

EXHIBITF

MILESTONE SCHEDULE
(Not Applicable)
Agreement with Art Alger, Inc. dba Peninsula Crane & Rigging/Milestone Schedule/Exhibit F Rev . 02/01 / 15

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-182 Agenda Date: 3/8/2022

REPORT TO COUNCIL

SUBJECT
Action on the Second Amendment to the Contract Between the County of Santa Clara And City of Santa Clara - Congregate Meals for the Senior Nutrition Program at the Santa Clara Senior Center for FY2021/22 and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara works collaboratively with the County of Santa Clara to provide a Senior Nutrition Congregate Meals Program (Program) at the Santa Clara Senior Center. The Program targets seniors aged 60 and over, serving a basic need of lower income households and special needs populations. The Program goals are to reduce hunger and food insecurity, increase socialization, and promote the health and well-being of older adults. The Program is a gateway to other supportive community programs and services at the Senior Center.

On August 20, 2019, Council authorized the City Manager to execute an agreement with the County for the Program including a provision for four, one-year extensions on a “fiscal year” (FY) July 1 through June 30 basis. The original agreement (Attachment 1) was effective July 1, 2019 through June 30, 2020 with a not to exceed amount of $111,221 to serve on average, 63 meals per day, five days per week, for a total of 15,687 meals per year. The City’s contribution to the program includes funding in the amount of $24,000 from the Community Development Block Grant (CDBG) program, $3,445 from the General Fund, variable amounts of participant donations, and a volunteer match.

On May 4, 2021, Council authorized the City Manager to execute an agreement including amendments with the County for the Program for COVID-19 Emergency Meals served from November 1, 2020 through June 30, 2021. The agreement (Attachment 2) provided funding in the amount of $209,280 to serve, on average, 180 meals per day for an additional $24,000 due to continued pandemic impacts and food insecurity among greater numbers of eligible seniors.

DISCUSSION
In December 2021, the County issued the City the Second Amendment (Attachment 3) to the agreement for provision of the Senior Nutrition Congregate Meals Program at the Senior Center for FY2021/22. The amendment:
· Adds Exhibit A-2 Program Provisions which describes basic terms and the financial obligations including the not to exceed amount of $121,324 for
FY 2021/22, and a total contract not to exceed amount of $361,730; with two one-year extension options;
City of Santa Clara Printed on 3/4/2022Page 1 of 3
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22-182 Agenda Date: 3/8/2022
· Adds Exhibit B-2 Program Plan & Requirements which describe the Program, eligibility, meals, site conditions, etc.;
· Adds Exhibit C-3: Service Plan & Budget, Staffing Plan, and Resource Table; and · Adds Exhibit D-2: “Logic Model” which defines the Program goals, activities and measures.

All other terms and conditions remain in effect.

Similar to previous years, the City has allocated funds for Program expenditures. The County will reimburse the City for an average daily meal count of 69 in a not to exceed amount of $121,324 for allowable Program expenditures. The City will fund the remaining Program costs in the amount of $24,000 (approximately 19% of contract total) from CDBG, the Parks & Recreation Department operating funds and donations.

As has occurred in the past, the County may also adjust the Program budget during the fiscal year to provide for additional meals and funding. The recommendation, therefore, requests authorization for the Office of the City Manager to execute any additional modifications or amendments from the County for this Program, subject to the appropriation of funds. This will give the City the ability to respond to County Program changes efficiently and provide continuity of services to seniors in the program.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The City’s Senior Nutrition Program revenues and appropriations have been included in the Fiscal Years 2021/22 and 2022/23 Operating Budget in the Parks and Recreation Operating Grant Trust Fund. The City pays 19% of the total contract amount, or $24,000 from Community Development Block Grant funds, and less than 1%, or $3,445, from the General Fund. The County funds the remaining cost of the program on a reimbursement basis. The requested budget amendment is to decrease the current FY 2021/22 budget appropriation of $144,539 by $23,215 for a total budget appropriation of $121,324.

Budget Amendment
FY 2021/22
Current Increase/
(Decrease)
Revised
Parks and Recreation Operating
Grant Trust Fund
Revenues
Other Agencies Revenue $144,539 ($23,215) $121,324
Expenditures
Senior Nutrition Program $144,539 ($23,215) $121,324
City of Santa Clara Printed on 3/4/2022Page 2 of 3
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22-182 Agenda Date: 3/8/2022Current Increase/
(Decrease)
Revised
Parks and Recreation Operating
Grant Trust Fund
Revenues
Other Agencies Revenue $144,539 ($23,215) $121,324
Expenditures
Senior Nutrition Program $144,539 ($23,215) $121,324

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

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

RECOMMENDATION

1. Approve and authorize the Office of the City Manager to execute the Second Amendment to the Contract Between the County of Santa Clara and City of Santa Clara -Congregate Meals at the Santa Clara Senior Center in the amount not to exceed $121,324 for FY 2021/22;

2. Consistent with City Charter Section 1305, “
At any meeting after the adoption of the budget, the
City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least five members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget,” approve the related FY 2021/22 budget amendment in the Parks and Recreation Operating Grant Trust Fund to decrease the Other Agencies Revenue and the Senior Nutrition Program by $23,215 (majority affirmative Council votes required) ; and

3. Authorize the Office of the City Manager to negotiate and execute amendments to the Agreement, subject to Council appropriation of funds.

Reviewed by: James Teixeira, Director, Parks & Recreation Approved by: City Manager’s Office

ATTACHMENTS

1. Contract - County of Santa Clara for Senior Nutrition Congregate Meals Program 2 Contract - County of Santa Clara for Senior Nutrition Program COVID19 Emergency Meals

3. Second Amendment - County of Santa Clara for Senior Nutrition Congregate Meals City of Santa Clara Printed on 3/4/2022Page 3 of 3
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CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
·• CITY OF SANTA CLARA

1. This Contract Is between the County of Santa Clara (henceforth, COUNTY) and City of Santa Clara (henceforth, CONTRACTOR) for the Senior Nutrition - Congregate Meals Program. ·

2. The parties agree to comply with the General Terms and Conditions contained In Articles 1-V of this Contract and provisions contained In Exhibit A: Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C: . Budget, and Exhibit D: Logic Model which are attached hereto and Incorporated herein by this reference and made a part of this Contract. · ·
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract.

COUNTY OF SANTA CLARA
rtGUllgntd by:
¼~.Dlrem~r
Social Service Agency
Date: 10;22;20 19
~:~ .

Deputy County Executive
Date: 6/18/2019

APPROVED AS TO FORM AND LEGALITY
Javier Serrano, Deputy County Counsel
Date: . 6/17 /2~19 .

CONTRACTOR ·
~TL:

Dean Santana, City Manager
City of Santa Clara
Date: \e> ... 7 -IC\
Nora Pimentel, MMC
Date: J{)/9/lf

APPROVED AS TO FORM
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Contract General Terms and Conditions
Article I
General Terms

1. TOTALITY OF CONTRACT . .

This Agreement and Its Appendices (If any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It Incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged Into this Agreement. No prior or contemporaneous agreement of understanding, verbal or otherwise,· of the parties or their agents shall be valid or enforceable unless embodied In this.Agreement.

2. AMENDMENTS
All amendments or modifications must be in writing and signed by authorized representatives of all contracting parties.

3. CONFLICTS OF INTEREST
a. CONTRACTOR shall comply, and require Its subcontractors to comply, with all applicable (I) requirements governing avoidance of Impermissible cllent 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 dlsclosure and dlsquallflcation (2 Califomla 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,
b. In accepting this Agreement, CONTRACTOR 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. CONTRACTOR further covenants that, In the performance of this Agreement, It wlll not employ any CONTRACTOR or person having such an Interest. CONTRACTOR, Including but not limited to CONTRACTOR's employees and subcontractors, may be subject to the dlsclqsure and disqualification provisions of the Callfomla Polltical Reform Act of 197 4 (the 11 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.
c. If the disclosure provisions of the Polltlcal Reform Act are applicable to any Individual providing service under this Agreement, CONTRACTOR shall, upon execution of this Agreement, provide the COUNTY with the names, description of Individual duties to be performed, and email addresses·of all Individuals, Including but not limited to CONTRACTOR's employees, agents and subcontractors, that could be substantively Involved In "making a governmental decision" or "serving 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 Page2ofS0
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FV2020
position," (2 CCR 18701(a)(2)), as part of CONTRACTOR's service to the COUNTY under this Agreement. CONTRACTOR shall immediately notify the COUNTY of the names and email addresses of any additional individuals later assigned to provide such service to the COUNTY under this Agreement in such a capacity. CONTRACTOR shall Immediately notify the COUNTY of the names of Individuals working in such a capacity who, during the course of the Agreement, end their service to the COUNTY. ·
d. If the disclosure provisions of the Political Reform Act are applicable to any Individual providing service under this Agreement, CONTRACTOR 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 laws and regulations listed In subsection (A) 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. ·

4. APPLICABLE LAWS AND VENUE .

This Contract has. been executed and delivered In, and shall be construed and enforced In accordance with, the laws of the State of California. In the event that suit is brought by either party, the parties agree that trial of such action shall be exclusively vested In a state court In the County of Santa Clara or, If federal Jurisdiction is appropriate, In the United States District Court for the ·Northern District of California, San Jose, California.

5. SUBCONTRACTING AND ASSIGNABILITY
This Contract cannot be subcontracted or assigned without prior written approval of COUNTY. In the event of such approval, any sub-contract or assignment is subject to the same provisions for providing service as the Contract between COUNTY and CONTRACTOR. CONTRACTOR must monitor, evaluate, and account for the sub­ CONTRACTOR(s) services and operations. Any assignment of this Contract or sub- · contract entered Into in violation of this provision by CONTRACTOR Is void and CONTRACTOR will be held legally responsible.

6. WAIVER
The waiver of any breach of the terms hereof, or of any default hereunder, is not deemed a waiver of any subsequent breach or default, whether of the same or similar nature, and does not affect the terms hereof. No waiver or modification Is valid or binding unless In writing and signed by both parties.

7. INDEPENDENT CONTRACTOR STATUS
CONTRACTOR wlll perform all work and services described herein as an Independent contractor and not as an officer, agent, servant, or employee of COUNTY. None of the provisions of this Contract Is Intended to create, nor wlll be deemed or construed to create, any relationship between the parties other than that of Independent parties contracting with each other for purpose of effecting the provisions of this Contract. The parties are not, and will not be construed to be In a relationship of Joint venture, partnership, or em'ployer-employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or to use the name of the other party In any publlcatlons or advertisements, except with the written consent of the other party or as ·ls expflcltly provided herein.

Page3of30
Contract between the Cc,unty of Santa Clara Social Services Agency and City of Santa Clara
FY2020
CONTRACTOR Is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors. lfany.

8. . SEVERABILITY OF PROVISIONS

1. 2.

3. 4.

If any provislon(s) of this Contract are held Invalid, the remainder of this Contract remains in force.

Article II
Fiscal Accountability and Requirements

AVAILABILITY AND SUBSTITUTION OF FUNDS
a. Notwithstanding any provision herein, this Contract Is valid and enforceable only If sufficient funds are available. In the event of reduction, suspension, discontinuance, or other unavallabliity of funds, COUNTY unilaterally may take appropriate actions Including, but not limited to, reducing existing service authorization, Immediate termination of the Contract, or reducing the maximum dollar amount of this Contract with no liability occurring to the COUNTY. b. The COUNTY may substitute State or Federal funds for funds appropriated by the Board of Supervisors for payments to be made pursuant to this Contract.

CONTRACTOR will then be bound by the requirements of any State or Federal grant contractsj statutes, regulations, guidelines, or directives associated with the funds.

COMPENSATION TO CONTRACTOR
Compensation method.shall be fee for service with a quarter1y reconciliation to actual costs.

DISALLOWED COSTS
a. CONTRACTOR is liable for any funds expended that are not in accordance with this Contract, Including, but not limited to, disallowed costs, violation, and/or default of Contract. CONTRACTOR will repay COUNTY disallowed costs, violation and/or default amounts within ninety {90) days of discovery of these costs. This provision survives the termination of this Contract.
b. If funding under this Contract are from Federal sources, such funds may not be used by CONTRACTOR, either directly or Indirectly, as a contribution for the purpose of obtaining any Federal funds under any Federal programs. An Indirect use of such funds to match Federal funds is defln,ed as:
11 the allocation by
CONTRACTOR of funds received under this Contract to a non-matching expenditure, thereby releasing or displacing other of Its funds for the purpose of matching Federal funds.
11 FINANCIAL RECORDS
a. CONTRACTOR will establish and maintain a system of flnanclal controls and accounting in conformance with Generally Accepted Accounting Principles (GAAP).
b. CONTRACTOR must maintain accurate and complete financial records of all costs and operating expenses In connection with this Contract Including. but not limited to subcontracts, invoices, timecards, cash receipts, vouchers. canceled checks, bank Statements, and other official documentation Indicating in proper detail the Page4of30 .

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
nature and propriety of all costs incurred, and reimbursed by COUNTY. c. The financial records must show that funds received under this Contract are used for purposes consistent with the terms of this Contract. · Article Ill
Reporting, Records, Audit, Evaluations, arid Termination

1. INSPECTION AND AUDIT
a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CQNTRACTOR's activities and expenditures under this Contract, will be open for Inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times.

Such records must be kept In the State of California for the retention period speclfled In this Contract. This provision survives the termination of this contract. b. CONTRACTOR will provide the Federal, State, or County officials, or their agents' reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used In conjunction With the provision of contract services, except where prohibited by Federal or State laws, regulations or ~~ .
c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an Independent certified public accountant no later than four (4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable. and computed In accordance with GAAP and provisions stipulated In this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR's agency audit. COUNTY has the discretion to only require an audit report every two (2) years.
d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet compliance requirements of other funding entities in the event all of the above provisions are met.

2. REPORTING REQUIREMENTS
a. CONTRACTOR must maintain complete. and accurate records of Its operation, including any and all records required by COUNTY relating to matters covered by this Contract, Including, but not limited to, financial records, supporting documents. client statistical records, personnel and all other pertinent records. COUNTY may receive copies of any and all such records upon request. b. CONTRACTOR must submit to COUNTY a compensation claim on forms approved by COUNTY Social Services Agency, as outlined In Article II. c. CONTRACTOR mm~t assist COUNTY In meeting COUNTY
1 s reporting
requirements to the State and other agencies with respect to CONTRACTOR's work hereunder. This cooperation Includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract. CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning Page5of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

3. 4.

CONTRACTOR's performance under this Contract.
d. Upon COUNTY's reguest, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this Contract.
e. All records, books, reports and documentation must be retained In the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, lltlgatlon, or claims are resolved; whichever Is later. All such records, books, reports and documentation must be transmitted to the. COUNTY of Santa Clara, Social Services Agency In the event that CONTRACTOR goes out of business during the period In which records are required to be maintained. This provision. survives the termination of this contract.
f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1) the issuance of any legal complaint by an enforcement agency, or .any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the Issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws. ·
g. Contractor guarantees that It, Its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed In the List of Parties Excluded from Federal Procurement or Non-procurement Programs Issued by the Federal General Services Administration (https://www.sam.gov/).

CONTRACTOR must within 30 calendar days advise the COUNTY if It, Its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed In the List of Parties Excluded from Federal Procurement or Non-procurement Programs Issued· by the Federal General Services Administration during the term of this Agreement.

RESPONSIBILITY FOR AUDIT EXCEPTIONS
CONTRACTOR accepts responsibility for receiving, replying to, and complying with any audit exceptions by appropriate Federal, State, or County, audit agencies.

MONITORING AND EVALUATION
a. COUNTY's Social Services Agency wlll monitor the work performed and financial operations conducted under this Contract to determine.whether CONTRACTOR'S operation conforms to County policy,. Federal and State statutes and regulations, and to the terms of this Contract.
b. COUNTY may conduct participant interviews to determine program compliance. c. CONTRACTOR agrees to participate In and cooperate with studies and surveys COUNTY deems necessary to meet Its monitoring and evaluation responsibility. d. CONTRACTOR must furnish all data, Statements, records, Information, and reports necessary for COUNTY to monitor, review, and evaluate the performance of the program and Its components. Performance evaluations will examine the Page6of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
following five factors: 1) fiscal accountability; 2) completion of work within a given time frame; 3) ability and effort to meet the performance criteria; 4) quality of services; and 5) a recommendation for future contracting with the contractor. e. If, In the course of monitoring and evaluation, COUNTY discovers any practice, procedure or P,Olicy of CONTRACTOR that deviates from the terms of this Contract; that violates State or Federal statutes or regulations; that threatens the success of the program carried on pursuant to this Contract, or that jeopardizes the fiscal Integrity of said program, COUNTY may Impose reasonable funding restrictions upon notice specifying the nature of the restrictlons(s), reasons for Imposition, the corrective action that must be taken before they will be removed, time allowed for completing the corrective action, and method of requesting reconsideration.
f. CONTRACTOR must respond In writing to any. discrepancies, violations, or deficiencies Identified by COUNTY within ten (10) days.

5. CORRECTIVE ACTION PROCEDURE

6. a. Upon receipt by COUNTY of information regarding a fallure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to · CONTRACTOR a notice of COUNTY's Intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the Issue. or Issues, to be reviewed In determining the need for corrective action.

CONTRACTOR may have the opportunity to respond or participate In formulating the corrective action recommendation. COUNTY has the right to require the presence of CONTRACTOR's offlcer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action. b. After Issuing such notice, and after considering CONTRACTOR's response, if any, COUNTY may forward to CONTRACTOR a set of speclflc corrective actions recommended and a timetable for Implementing the specified corrective actions recommended. Following Implementation of the corrective actions, CONTRACTOR wlll forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions. c. In the event CONTRACTOR does not Implement the corrective actions recommended In accordance with the corrective actions timetable, COUNTY may suspend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.

TERMINATION
a. Termination for Convenience
COUNTY and/or CONTRACTOR may request. a termination of convenience {without cause)·by notifying the other party In writing 30 days prior to the effective date of termination.
b. Termination for Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or In part. for cause, by giving written notice specifying the effective date and scope of such termination. Cause Includes, but is not limited to the following:

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
I. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR falls to meet the performance criteria of this Contract; Ill. COUNTY deems CONTRACTOR's performance unsatisfactory.

Iv. Litigation Is pending with respect to the CONTRACTOR 1 s performance
under this Contract that may Jeopardize or adversely affect services; v. CONTRACTOR Is the subject of a voluntary or Involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are Incorrect or Incomplete lo any material respect, or falls to file timely reports; or, vii. CONTRACTOR Is suspended or debarred from receiving Federal funds as listed In the List of Parties Excluded from Federal Procurement or Non­ procurement Programs Issued by the General Services Administration. c. Terminations
In the event of any termination, all finished or unfinished documents, data; studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY. Upon termination, the CONTRACTOR may make and retain a copy of such Materials. CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.

7. NON-EXCLUSIVE REMEDIES

1. The remedies listed in this Contract are non-exclusive, and COUNTY retains all other rights and remedies It may have under general law, Including the right to terminate the Contract Immediately without advance notice If CONTRACTOR becomes unable to perform Its obligations under this Contract.

Article IV
Statutes, Regulations, and Policies

COMPLIANCE WITH STATUTES AND REGULATIONS
a. CONTRACTOR will comply with all Federal, State and local statues, laws, rules, regulations, codes, and ordinances, (Laws) effective at the inception of the Contract and that become effective during the Term· of this Contract relating to Its performance under this Contract. To the extent that Laws are In conflict with provisions of this Qontract, the Laws prevail. CONTRACTOR will also provide services under the Contract In accordance with the resolutions, policies, . procedures, directives and guidelines Issued by the COUNTY Board of Supervisors or the Social Services Agency.
b. CONTRACTOR will ·comply with all applicable subsequent amended or added Federal, Statei and local Laws and execute amendments necessary to Implement such Laws.
c. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency In the State energy conservation plan (Title 24. Callfornla Administrative Code).
d. For Contracts over $100,000 CONTRACTOR will comply with all applicable Page8of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

2. standards, orders, or requirements Issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h))1 Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).
e. CONTRACTOR must establish procedures assuring that any person's complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.

NONDISCRIMINATION OF EMPLOYMENT
a. CONTRACTOR 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 Disabilities Act of 1990; The Rehabllltatlon 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 ~nd 1102. b. For Contracts over $10,000 CONTRACTOR agrees to comply with Executive Order 11246, entitled "Equal Employment Opportunity'" as amended by Executive Order 11375 and as supplemented In Department of Labor regulations ( 41 CFP Part 60).
c. During the perfonnance of this Contract, CONTRACTOR and Its SUBCONTRACTORS must not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of:

I. Age (40 and above),
ii. Ancestry,
iii. Color,
iv. Disability (Mental and Physical) Including HIV and AIDS, v. Ethnic Group Identification,
vi. Family and Medical Care Leave,
vii. Marital Status,
viii. Medical Condition (cancer/genetic characteristics), Ix. National Origin,
x. Pregnancy Disability Leave,
xi. Political Belief,
xii. Race,
xiii. Reasonable Accommodation.
xiv. Religious Creed,
xv. Sex/Gen.der, or
xvi. Sexual Orientation.
d, CONTRACTOR and SUBCONTRACTORS ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
e. CONTRACTOR and SUBCONTRACTORS comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulation promulgated hereunder (California Code Regulations, Title Page9of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

3. 4.
2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Houstng Commission Implementing Government Code, Section 12990 (a) M (f), are Incorporated Into this Contract by reference and made a part hereof as If set forth In full (California code Regulations, Title 2, Section 7285.0 et seq.). f. CONTRACTOR and Its SUBCONTRACTORS will give written notice of their obllgatlons under th.ls clause to labor organizations with which they have a collective bargaining or other agreement.
g. CONTRACTOR must Include the non:dlscrlmlnatlon and compliance provisions of this clause in all SUBCONTRACTS to perform work under this Contract.

NONDISCRiMINATION OF SERVICES
a. CONTRACTOR ensures that services provided under this Contract are nondiscriminatory and that no person is denied 43ervices or subjected to discrimination under any program or activity because of:

I. Age (40 and above),
II. Ancestry,
Iii. Color,
Iv. Disablllty (Mental and Physical) including HIV and AIDS, v. Ethnic Group Identification,
vi. Marita! Status,
vii. Medical Condition (cancer/genetic characteristics), viii. National Origin,
Ix. Political Belief,
x. Race,
xi. Reasonable Accommodation, .
xii. Religious Creed,
xiii. Sex/Gender, or
xiv. Sexual Orientation.
b. CONTRACTOR may exclude an individual or group when the services of a program are restricted to a specific class of Individuals or group and included as a provision of this Contract.
c. CONTRACTOR ensures that Its appropriate personnel Involved in providing services are educated regarding AIDS and HIV Infection.

CONFIDENTIALITY ·
a. CONTRACTOR must require Its employees and all persons performing services at its direction to comply with the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and Callfor:nia Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.

I.

II.

All applications and records concerning any Individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, performance compliance, monitoring or auditing of the program.

No person may publish, disclose, use, or permit or cause to be published or

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020

5. 6.

7. disclosed; any confidential Information pertaining to services, except as Is provided by law.
b. Upon the disclosure of confidential Information, inadvertent or otherwise, the COUNTY may tenninate this contract Immediately and take legal action against .

CONTRACTOR. Any person who knowingly and Intentionally violates the provisions Stated above Is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law. c. CONTRACTOR wlll Inform all employees, agents, officers, and all persons performing services at Its direction of the above provisions. All provisions of Article IV, Section 4 survive the termination of this Contract.

ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS
CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest In and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this Contract.

COUNTY NO•SMOKING POLICY
CONTRACTOR and its employees, agents and subcontractors, shall comply with the COUNTY's No-Smoking Polley, as set forth In the Board of Supervisors Polley Manual Section 3.47 (as amended from time to time), which prot,iblts smoking: (1) at the Santa Clara Valley Medical Center Campus and all COUNTY-owned and operated health faclllties, (2) within 30 feet surrounding COUNTY-owned buildings and leased buildings where the COUNTY is the sole occupant, and (3) In all COUNTY vehicles.

FOOD AND BEVERAGE STANDARDS
a. Except in the ev.ent of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events. b. If food is to be provided, healthier food options must be offered. 11 Healthier food
options., Include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4} foods with less than 0,5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit. Instead of sugary, high calorie desserts: (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional Information and/or a list of Ingredients for Items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pr~-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food Items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; ( 4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

Contract between Iha County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
c. If beverages are to be provided. beverages that meet the COUNTY's nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened1 unflavored, reduced fat ( either nonfat or 1 % low fat) dairy mllk; ( 4) plant-derived mllk (e.g., soy. milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (Including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving.

Sugar-sweetened beverages shall not be provided.

8. CONTRACTING PRINCIPLES .

CONTRACTOR agrees to comply with the COUNTY's Contracting Principles set forth In the Board Polley Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat Its employees fairly.

CONTRACTOR Is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records avallable .upon request; (3) provide to the COUN:rY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://www.sccgov.org/sites/scc/Documents/Type_t_or_Type_11_Contractors.pdf

9. THIRD PARTY BENEFICIARIES
This agreement does not, and Is not intended to confer arJY rights or remedies upon any person or entity other than the parties.

10. MAINTENANCE OF SOFTWARE
If CONTRACTOR Is provided with "remote access''. defined as the act of connecting to a COUNTY attached information technology system from a non-county attached system through a public; network, CONTRACTOR wlll maintain and use Its non-county system, hardware1 and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.

11. CONTRACT EXECUTION
Unless otherwise prohibited by law or County pollcy, the parties agree that an electronic copy of a signed contract, or an electronlcally 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 mall, 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.

12. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL

OPPORTUNITY, AND WAGE THEFT PREVENTION
a. Compliance with All Laws. Contractor 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.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara •
FY2020
b. Compliance with' Non-Discrimination and Equal Opportunity Laws: Contractor 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 contraGtors 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 Rehabllltation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1192, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, rellglon, sex, gender Identity, gender expression, sexual orlenta~lon, mental dlsablllty, physical disability, medical condition, political belief, organizational affiliation, or marital status In the recruitment, selection for training (including but not llmlted to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate In the provision of services provided under this contract because of age, race, color, national origin, ancestry, rellglQn, sex, gender Identity, gender ·expression, sexual orientation, mental disability, phystcal dlsablllty, medical condition, political beliefs, organizational affiliations, or marital status.
c. Compliance with Wage and Hour Laws: Contractor ·shall comply with all appllcable wage and hour Laws, which may Include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, If applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
d. Definitions: For purposes of this Section, 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 Opp~rtunlty 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, fhe California Division of Labor Standards Enforcement, and the City of San Jose's Office of Equality Assurance. e. Prior Judgments, Decisions or Orders against Contractor: BY SIGNING THIS

AGREEMENT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS THAT (A) WERE ISSUED IN THE FIVE YEARS .PRIOR TO

EXECUTING THIS AGREEMENT BY A COURT, ANINVESTIGATORY

GOVERNMENT AGENCY, ARBITER, OR ARBITRATION PANEL AND (B)

FOUND THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR . Page 13 of 30
Contract belween the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
LAW OR PAY EQUITY LAW. CONTRACTOR 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, DECISIONS, DETERMINATIONS, OR ORDERS. f. Violations of Wage ·and Hour Laws or Pay Equity Laws During Term of Contract:

If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against It for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy .and comply with any such Final Judgment. Contractor 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. Contractor 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 Executlve-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San Jose, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions In this Contract and, accorqlngly, only notice provided to the Office of the County Executlve-OCCM satisfies the notice requirements In this paragraph.
g. Access to Records Concerning Compliance with Pay Equity Laws: In addition 'to and notwithstanding any other provision of this Contract concerning access to Contractor's record.s, Contractor 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, Contractor shall provide the County with access to any and all faclllties and records, Including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal· or state laws, regulations or rules. County's access to such records and facilities shall be permitted at any time during Contractor's normal business hours upon no less than 1 O .business days' advance notice. h. Pay Equity Notification: Contractor shall (1) at least once In the first year of this Contract and annually thereafter, provide each of Its employees working In California and each person applying to Contractor for a job In California {collectively, "Employees and Job Applicants") with an electronic or paper copy of any 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 Contractor's Employees and Job Applicants.

I. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, In Its discretion, exercise any or all remedies available under this Contract and at law. County may, among other things, take any or all of the following actions:

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

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

Iv. Offer Contractor an opportunity. to cure the breach.

Contract between the County of Santa Clara Soclal Services Agency and City of Santa Clara
FY2020
i. Subcontractors: Contractor shall Impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement.

This Includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

13. LIVING WAGE (If Applicable)·
Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that cpntract with the County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined In County of Santa Clara Ordinance Code Division B36 f'Dlvlslon B36") and Board Polley section 5.5.5.5 {"Living Wage Polley"), and their subcontractors, where the contract value is $100,000 or more ("Direct Services Contract"), must comply with Division 836 and the Living Wage Polley and compensate their employees In accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision Includes, but Is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair .workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violate this provision, the Board of Supervisors or Its deslgnee may, at Its sole discretion, take responsive actions Including, but not limited to, the following:
a. Suspend, modify, or terminate the Direct Services Contract. b. Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County.
c. Waive all or part of Division B36 or the Living WaQe Polley.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division 836 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or Its designee to bring any action seeking the cancellation or suspension of a County contract. By entering Into this contract, Contractor certifies that It Is currently complying with Division 836 and the Living Wage Policy with respect to applicable contracts, and warrants that It will continue to comply with Division 836 and the Living Wage Policy with respect to applicable contracts.

14. COUNTY DATA & 'CONFIDENTIALITY
a. "COUNTY Data" shall mean data and Information received by Contractor from COUNTY. As between Contractor and COUNTY. all COUNTY Data shall remain the property of COUNTY. Contractor shall not acquire any ownership Interest In the COUNTY Data. Contractor shall not1 without COUNTY's written permission· consent, use or disclose the COUNTY Data other than In performance of Its obligations under this MOU. Contractor shall be responsible for establishing and maintaining an information security program that ls designed to ensure the security and confidentiality of COUNTY Data; protect against any anticipated threats or hazards to the security or Integrity of COUNTY Data. protect against unauthorized access to or use of COUNTY Data that could result In substantial harm or Inconvenience to COUNTY or any end user; and ensure the proper disposal of COUNTY Data upon termination of this contract. Contractor shall take appropriate action to address any Incident or unauthorized access to COUNTY Data, Including

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
addressing and/or remedying the issue that result In 8UCh unauthorized access, notifying COUNTY as soon as possible of any Incident of unauthorized access to COUNTY Data, or any other breach In Contractor's security that materially affects COUNTY or end users; and be responsible for ensuring compliance by Its officers, employees, agents, and subcontractors with the confldentlallty provisions herein.

Should confidential and/or legally protected COUNTY Data be divulged to unauthorized third parties, contract shall comply wi.th all applicable Federal and State laws and regulations, including but not limited to Callfomla Civil Code Sections 1798.29 and 1798.82 at Contractor's sole expense (If applicable).

Contractor shall not charge COUNTY for any expense associated with Contractor's compliance with the obligations set forth In this section:
b. Contractor must require Its employees and all persons performing services at Its direction to comply with all applicabl~ privacy laws and regulations, Including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services (COSS) Manual of Policies and Procedures, Division 19 Regulations. c. Upon the disclosure of confldentlal Information, Inadvertent or otherwise, the COUNTY may terminate this contract Immediately ana take legal action against Contractor. Any person who knowingly and lntentlonally violates the provisions stated above Is guilty of a misdemeanor and the COUNTY Intends to prosecute such violators to the full extent of the law. ·
d. Contractor will Inform all employees, agents, officers, and all persons performing services at its dlrecUon of the above provisions. All provisions of Article IV, Section 3 survive the termination of this contract.
lndemnit~
Article V

INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000
The Contractor shall Indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), Its officers, agents and employees from any claim, llablllty, loss, Injury or damage arising out of, or In connection with, performance of this Contract by Contractor and/or Its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negllgence or willful misconduct of personnel employed by the County.

It Is the intent of the parties to this Contract to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and llablllties Incurred with respect to any litigation in which the Contractor contests Its obligation to Indemnify, defend and/or hold harmless the County under this Contract and does not prevail In that contest.

Insurance
Without limiting the Contractor's indemnification of the County, the Contractor 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:
. Page 16 of30
Contract between the County of Santa Clara Socia! Services Agency and City of Santa Clara
FY2020
A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor 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 Contractor upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not .receive a Notice to Proceed with the work under the Contract untll 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 llablllty of the Contractor.

B. Qualifying Insurers
All coverages, except surety, shall be Issued by companies which hold a current pollcy holder's alphabetic and financial size category rating of not less than A-,V, according to the current Best's Key Rating Gulde or a company of equal financial stability that is approved by the Countys 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.

D. Insurance Required

1. 2.

Commercial General Liabllity Insurance ;for bodily Injury (Including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000
General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Persc;mal Injury liability
d. Severablllty of interest

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

Contract between the County of Santa Clara Social Servlpes Agency and City of Santa Clara
FY2020
Additional Insured Endorsement, which shall read: .
11 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 additl~nal 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 Entitles may also be added to the additional Insured endorsement as applicable and the contractor shall· be notified by the contracting department of these requirements.

4. Automobile Liability Insurance
For bodily Injury (Including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined sl11gle limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Llabllity Insurance (Required if Contractor or any of Its agents or subcontractors will operate aircraft or watercraft In the scope of the Agreement)
For bodily Injury (Including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.

5. Workers' Compensation and Employer's Uablllty Insurance a. Statutory California Workers' Compensation coverage Including broad form all-states coverage •.
b. Employer's Uabllity coverage for not less than one million dollars ($1,000,000) per occurrence.

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 Contractor 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 llabllltles and obllgations otheiwlse assumed by the Contractor pursuant to this Agreement, Including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some Insurance req.ufrements contained In this Contract may be fultllled by self-Insurance on the part of the Contractor.

Contract between the County of Santa Clara Social Setvlces Agency and City of Santa Clara
FY2020
However, this shall not in any way llmlt llablllties assumed by the Contractor under this Agreement. Any self-insurance shall be approved In writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied In whole or In part by adequately funded self-Insurance programs or selfMlnsurance retentions.

3. Should any of the work under this Contract be sublet, the Contractor shall require each of its subcontractors of any· tier to carry the aforementioned coverages, or Contractor may insure subcontractors under Its own policies.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the Insurance requirements outlined above.

F. Fidelity Bonds (Required only If contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor 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, Contractor will. notify County Immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.
. Page 19 of30
Contract between the County of Santa Clara Soclel Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
Agency: City of Santa Clara
Program Name: Senior Nutrition Program - Congregate Meals , This is a contract between the County of Santa Clara (COUNTY) and the (CONTRACTOR) for the purpose of providing meals for persons 60 years of age and older, funded by the following source: authorized by the Older Americans Act of 1965, as amended, P.L. 89-73; U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto.

1. TERM OF CONTRACT
The term begins on July 1, 2019, and expires on June 30, 2020, unless terminated earlier or otheiwise amended; with four one-year extension options.

2. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $111,220.83 in FY2019- 2020. .

3. BUDGET CONTINGENCY
This Contract Is contingent upon the appropriation of sufficient funding by the COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, If funding Is reduced or depleted by the County for services covered by this Contract, the COUNTY has the option to either terminate this Contract without notice ( except that ls necessary to transition clients In the discretion of the County) and with no liability occurring to the County, or to offer an amendment to this Contract Indicating the reduced amount.

4. FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C: Budget, and Exhibit D: Logic Model, for the performance of services as outlined In this Contract up to the maximum compensation. ·
I. For Non-Profit Agencies, 0MB Circular A-122.
ii. For Local Governments, 0MB Circular A-87.
ill. For Public and Nonprofit Institutions of Higher Education, 0MB Circular A-121.

Iv. For Profit Making Organization, 41 CFR Part 1.
b. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified In this Contract, the same will be deemed to be a gratuitous effort on the part of the CONTRACTOR, and the CONTRACTOR will have no claim whatsoever against COUNTY.
c. CONTRACTOR must participate in a quarterly reconciliation process. During the reconciliation process all funds awarded to CONTRACTOR must be reconciled to the costs Incurred and to the remaining cash, If any. Quarterly reconciliations must be -submitted with the corresponding monthly invoice.

During each reconciliation, all funds paid to CONTRACTOR under its fee for service claims must be reconciled to the actual cost~ Incurred by the contractor Page2O of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
and the remaining cash, if any. This provision survives the termination of this Contract.
d. CONTRACTOR must participate In a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs Incurred and to the remaining cash, If any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and Is due within forty-five ( 45) days thereafter.

If actual cost of providing services based on Unit Cost per meal ls less than the amount reimbursed by COUNTY, CONTRACTOR'S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract.

5. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.
b. CONTRACTOR will deposit all participant contributions In a bank account maintained for the Senior Nutrition Program (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.

COUNTY has the right to review all financial records and bank accounts for audit purpo~es. Participants' contributions will be collected, counted, and recorded dally by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions dally by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when • possible, but no less frequently than on a weekly basis. Participant contributions are to be kept in a secure locked location and at night locking in a safe, pending deposit into the Senior Nutrition Program bank account.

6. ADVANCE PAYMENTS
a. Notwithstanding Section 1 above, COUNTY, at Its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will In no way increase the total maximum financial obligation specified under this contract:
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment. c. All advance payments require full repayment prior to the expiration of the contract. COUNTY will specify repayment method of the advance payment amount by aeductlng an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation Is fulfilled, or; deducting the advance payment amount In a lump sum from the remaining c;ontract balance.

7. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice In a form approved by COUNTY, by the tenth {1oth) calendar day of each month for the month Just preceding In which services were performed. The CONTRACTOR wlll get paid on a monthly basis upon receiving an accurate account and · invoice for services Page21 of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
rendered, as well as payment for participant and guest contributions as outlined In Exhibit B: Program Plan & Requirements.
a. Prior to submittal, Invoices and reconciliations must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the Information subm"ltted by CONTRACTOR is accurate and CONTRACTOR Is entitled to payment under the terms of the Contract. COUNTY may rely on said certification In making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections. '
b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year to date meals listed In the Service Delivery Pian In Exhibit C: Budget Meals that are provided but not reimbursed In a particular month may be reimbursed tf claimed .on later Invoice so long as CONTRACTOR has offered the agreed upon services continuously. c. If the Invoice Is in proper form and the Items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
d. COUNTY wlll nqt be required to make payment tf the amount claimed Is not In accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments In any amount pursuant to this Qontract to any other parties, Including Individual employees or creditors of CONTRACTOR.
e. COUNTY Is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty {60) calendar days after the end of the last month of the Contract term.

8. SERVICE PROVIDED
a. CONTRACTOR must lnfonn COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR's client base. b. CONTRACTOR must coordinate services with other org~nizatlons providing similar services in order to foster community cooperation and avoid unnecessary dupllcatio~ of services.
c. CONTRACTOR must assist In the coordination of and verification of eligibility for mobility management services for participants who use CONTRACTOR'S site as a ·home meal site.

9. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates City Manager as CONTRACTOR's representative for the purpose of performing the services as required by this Contract. Unless otherwise Indicated In writing, the above named person has the primary authority and re~ponsiblllty to carry out this Contract.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit A: Program Provisions
b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

10. NOTICES
a.
b.

All notices prescribed by this Contract will be in writing and deemed effective If sent by certified mall or registered mall and properly deposited with the United States Postal Servlcet postage prepaid with return receipt requested and addressed as follows:

To COUNTY:

To CONTRACTOR:

Social Services Agency
Agency Director
CC: Senior Nutrition Program Manager
333 West Julian Streett 41h Floor
San Jose, California 95110".'2335
Deanna J. Santana
City Manager
1500 Warburton Avenue
Santa Clara. CA 95050

11. COUNTY'S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all Information deemed necessary by the County for use In subsequent procurement cycles ..

Page23of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements
Agency: City of Santa Clara (CONTRACTOR) ·
Program Name: Senior Nutrition Program - Congregate Meals (PROGRAM)

1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency - Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR's nutrition slte(s). The PROGRAM provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services.

2. PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR wlll pay all normal fees for permits, licenses, Inspections or any other certification or service required In the .performance of this contract. ·

3. ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to handicapped or disabled Individuals who have not attained 60 years of age but who reside In housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or Individuals with disabilities who reside at home with and accompany older Individuals who are eligible for services. Priority wlll be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, llvlng alone, and/or minorities as defined by the Older Americans Act of 1965.

4. MEALS
a. Meals served by CONTRACTOR must provide at least one-third (113rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences - National Research Council. b. Menus will be planned by CONTRACTOR In cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNY three (3) weeks prior to Initial use. Menus will be posted In a conspicuous location at the meal site at least one (1) week In advance of use.
c. Table settings will be of reasonable quality. If disposable dinnerware Is used, It will be of sturdy quality.

5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times Indicated In Exhibit C: Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed In Exhibit C with prior . written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold Page24 of30
Contract between the County of Santa Clara Soclal Services Agency and City of Santa Clara
FY2020

6. . Exhibit B: Program Plan & Requirements
payments, or terminate the contract if the relocation affects any of the provisions of the contract Including, but not limited to the following:

I. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract.

Ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and . ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials Indicating the site Is in compliance with health and fire regulations. ·
d. CONTRACTOR ensures that a pleasant dining atmosphere Is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers which would prevent an eligible Individual from having access to the meal site facility.
f. Innovative services may added to the PROGRAM during the term of this contract, or .upon an extension of this contract, upon written approval of the COUNTY.
g. Notwithstanding a designation as a catered site in Exhibit C: Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR's per-meal rate wlll be changed to the standard cook on site per-meal rate If different than the catered meal rate.

NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of hot meals as specified in Exhibit C:

Budget. If demand by eligible Individuals In the first six (6) months of this Contract does not result in CONTRACTOR providing the average number of meals per day specified in Exhibit C: Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals served at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements In Section. 4(a).
c. CONTRACTOR must open its Nutrition Slte(s) for the number of service days specified In Exhibit C: Budget. CONTRACTOR must open Its Nutrition Slte(s) at minimum the number of serving days Indicated each week except for holidays. Should CONTRACTOR close its Nutrition Slte(s) due to unforeseen circumstances, CONTRACTOR will notify .COUNTY · immediately and work collaboratlv~ly to reschedule the day(s) that the Nutrition Slte(s) was closed.

Should CONTRACTOR close their Nutrition Slte(s) due to foreseen circumstances and not be able to reschedule the day(s) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Slte(s) was closed.

Page25of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements

7. ADVISORY COUNCIL
CONTRACTOR will ensure that an election Is held to elect a participant to represent the nutrition site on the countywide program Advisory Council. It will be the responsibility of the program Advisory Council to advise the COUNTY on policy matters relating to the dellvery· of the congregate nutrition services throughout the COUNTY program area.

8. SUPPORTIVE SERVICES .
a. CONTRACTOR will provide supportive services, to the extent that such services are needed and are not already available from third parties and accessible to Individuals participating in the Congregate Meals Program.

Supportive services may Include:

I. Transportation of eligible individuals to and from congregate meal sites so that nutrition and .other services will be accessible to those ell_glble Individuals living within the program area who, because of lack of moblilty or physical or mental handicap, would otherwise be unable to participate In the program; ·
ii. Information and referral services designed to provide eligible Individuals with current Information of, and referral to, all appropriate services to meet their needs; .

Ill. Health and welfare counseling services designed to assist eligible individuals In dealing with the problems and stresses that Interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or referrals to either resources;
Iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social Interaction and satisfying use of . free time; ·
vi. Outreach activities to assure maximum participation of hard to reach and other ellglble Individuals.
b. CONTRACTOR will report the supportive services provided at its meal site{s) to the COUNTY In the format requested by the COUNTY and whether the service ls provided by CONTRACTOR or another 13ntlty at least annually, or more often, as requested by the COUNTY. COUNTY may request this Information from CONTRACTOR up to once per quarter.

9. FOOD INVENTORY
· CONTRACTOR will develop a written plan for conducting food Inventories. The plan wfll Include the proc~dures for conducting food inventories, identify persons responsible for conducting the Inventory, and set the schedule for completing the Inventories. The plan wlll also Include a description of the "First-In-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent deterioration. CONTRAGTOR will provide COUNTY with a copy of Its food inventory plan and completed food Inventories, upon request.

10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements In the current SNP Polley Manual. In addition, If a pest Issue Is Identified. COUNTY reserves the

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit 8: Program Plan & Requirements
right to require CONTRACTOR to take corrective action to remedy the Issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.

11. DATA COLLECTION ANO PRIVACY
a. At Intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and Information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR wlll also be required to collect program data through the use of electronic collection methods. Such methods may Include the use of computers, scanners, or other means. CONTRACTOR must com ply with collection requirements as directed by COUNTY. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means. COUNTY will be considered legal owner of all equipment provided to CONTRACTOR for this purpose. Such equipment Is considered Non-Expendable property as described In Section 16 of this Exhibit. b. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program - Monthly Report for the prior month by the fourth ( 41h) working day of the current month to their assigned registered dietitian. c. No later than the second time an ellglble participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with participant's Information. Registration forms must be submitted to the designated COUNTY staff person at least monthly for registrants from the prior month along with the Monthly Report. CONTRACTOR must submit any new monthly registrations prior to the fifth (5th) working day of every month.
d. CONTRACT-OR must submit their electronic participant demographic scanner data and related documents for the prior month by the fifth (5th) working day of every month to the Senior Nutrition Program.
e. Quarterly Report. Quarterly Reports with outp1:Jt and outcome data must be turned In with September, December, March, and July Invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report Is required before the corresponding monthly invoice can be paid.
f. Within 30 days of executing this agreement, and annually thereafter If the term of this agre~ment Is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information1 Including but not limited to registration forms, must complete the Information security and privacy presentation onllne training provided by the California Department of Aging ( currently available at:
https://www.aging.ca.gov/ProgramsProvlders/jnformation Security and Priv acy/Presentatlon/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewlse.

12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to eligible Individuals regardless of their ability to pay for all or part of their meals. Recipients are requ~sted to make a financial contribution to offset the cost of the meals. Suggested contribution for congregate meals Is $3.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution ls $3.00 per day. Contributions are confidential. CONTRACTOR wlll not disclose records of the amount of Page27of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements
contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the rfg_ht to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution Is not a condition for the receipt of meals. b. CONTRACTOR wlll submit participant contributions on a monthly basls·to be included with lhf.? monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.

13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: /\ volunteer under the age of 60 who provides services during meal hours may be offered a meal, If doing so wlll not deprive an older Individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements In Section 4 must pay a $3.00 fee and the fee must be Included with the participant contributions and returned to the COUNTY.

CONTRACTOR must record the number of volunteer meals served.

CONTRACTOR will be reimbursed for volunteer meals provided. b. Guest Meals: A guest under the age of 60 may be offered a meal during meal hours If doing so will not deprive an older Individual of a meal or add to the cost of meals prepared. A guest must pay a fee of at least $8.00 or up to the actual cost of the meal ·served, as specified In Exhibit C: Budget. CONTRACTOR must record the number of guest meals served and keep guest fees separate from participant contributions. CONTRACTOR may keep guest fees received.

The cost of providing guest meals may not be Included In the quarterly reconclllatlon.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal If doing so wlll not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be Included In the quarterly reconciliation. ·

14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that Is specific to the Senior Nutrition, Congregate Meals Program.

15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and materials. Approval will not be withheld by COUNTY except for good cause.

16. NON-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price In excess of five- hundred dollars ($500.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY.

COUNTY will be the legal owner of all equipment that Is purchased with COUNTY funds. COUNTY may take possession of Its equipment If it Is not being used primarily for program purposes and wlll determine disposition of that !:)qulpment upon expiration or termination of this contract.

Page28of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FV2020.

17. 18.

19. 20.

COMPETITIVE BID REQUIREMENTS
Exhibit B: Program.Plan & Requirements
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process In compliance with Sourcewlse's bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding ten­ thousand dollars ($10,000.00) must also comply.with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY'S designated vendor, prior to making any equipment purchase that has a value of five-hundred dollars ($500) or more, CONTRACTOR will submit to COUNTY evidence that It has received a minimum of three (3) bids for such subcontr~ct an(:! justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

OVERTIME WORK .

Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals underlhls contract.

RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.

CARE ACCESS ERROR RATE REQUIREMENT
Federal regulations pursuant to Title Ill of the Older Americans Act of 1965 (OAA) establish procedures for allocating money to states for various senior services. States have established allocation mechanisms to award monies to their Area Agencies on Aging (AAA). These AAAs In tum, award monies via contracts or grants to carry out the mission of the OAA. ·
Sourcewlse, the County of Santa Clara's designated AAA, allocates money for the provision of the Congregate Meals Program by reimbursing the County based on the number of meals served seniors each month. This data Is tracked through · Sourcewlse's Care Access Database. When there is a discrepancy between the paper total (signatures of SNP participants) and scanner total (scanned barcodes of SNP participants), an error rate arises. Currently, if the total combined error rate of all Senior Nutrition Meal Sites exceeds five percent (5%), the County will not be reimbursed by Spurcewlse. Therefore, CONTRACTOR's data that is imported Into Sourcewlse's Care Access Database must not exceed an error rate of 5%.

If CONTRACTOR's Imported data exceeds an error rate of 5%, COUNTY will withhold a percentage of CONTRACTOR's Invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, If CONTRACTOR has an error rate of 23%, COUNTY will withhold 18% (23% - 5%) of CONTRACTOR's Invoice for that month.

Should Sourcewlse decide to reimburse the County regardless of the combined error rate of all Senior Nutrition Meal Sites, then the Countywill not withhold any percentage of CONTRACTOR's Invoice regardless of CONTRACTOR
1 s error rate for that month.

Paga29 of30
Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
Exhibit B: Program Plan & Requirements

21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older Individuals receiving services funded by this Contract which complies with Sourcewlse's requirements and the Older Americans Act, Section 315(b}(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon.

IL Written notification to the complainant of the results of the review, Including a statement that the complainant may appeal to Sourcewise If dissatisfied with the results of CONTRACTOR's review.

Iii. Confidentiality provisions to protect the complalr;iant's rights to privacy.

Only information relevant to the complaint may be released to the responding party without the older individual's consent. b. CONTRACTOR shall notify older Individuals of the grievance process available to them by:

I. Posting notifl.catlon of the process In visible and accessible areas, such as the bulletin qoards In multipurpose senior centers or areas In which there are a substantlal number of older adults. For Individuals are non-English speaking, the notification shall also be posted In the primary language of a significant number of older Individuals.
ii. Advising homebound older Individuals of the process either orally or In writing upon CONTRACTOR's contact with the Individuals. c. Complaints may Involve, but not be limited to, any or all of the following:

I. Amount or duration of a service.

Ii. Denial or discontinuance of a service.

Iii. Dissatisfaction with the service being provided or with the service provider. If the complaint Involves an Issue of professional conduct that Is under the Jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity. .
iv. Failure of the service provider to comply with any of the requirements set forth In California Department of Aging regulations or In your contract with Sourcewise.
d. Nothing In this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their · complaints at an open meeting of CONTRACTOR's governing board. 22, FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines Imposed by the California Department of Aging and Sourcewlse, CONTRACTOR must submit requested 'fiscal year-end closeout documents to COUNTY accounting staff by July 6, 2020.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara
FY2020
County of Santa Clara
Soc.Jal Servlc.es Agency
FY2019-20
Agency Name: Oty of santa Oara
S-ite: Santa Oara Senior Center
A
Budget
Per Meal Reimbursement Rate•
.. ,... .. Grand Total
Weekly Service Plan
Service Start
Service End
B
#of·
Daily Meals
63 Mon .·Tues
11:30AM 11:30AM
12:30PM 12:30PM

1.00 1.00
C
#of
Serving Days
249
Weds Thurs
11:30AM 11:30AM
12:30PM 12:30PM

1.00 1.00
D
Annual Meals
15,687
Fri sat'
11:30AM N/A
12:30PM N/A

1.00 N/A
•only meals provided to eligible pardcipants which meet dietary requirements wiD be reimbursed.

E
Sun
N/A
N/A
N/A
F
Total Contract
Amou~"
ExhibitC: Budget
Service Plan & Budget
Site Preparation Type ·
Catered
,..The maximum number of meals reimbursed by the County wm not exceed the YTD number of budgeted meals based on County-approved holiday schedule. Meals provided In a previous month but not reimbursed may be billed In a subsequent month. •••Food costs must equal at least 25% of the Total Contract Amount. Meals that are unserved will not be reimbursed.

Contract between the County of Santa Clara social services Agency and Oty of Santa Oara FY2020 Page 1 of3
County of Santa Clara
Social Services Agency
•·
,.

A
"
Agency Name: Oty of Santa Clara
Site Location: Santa Clara Senior Center
63 249
# of Daily Meals Serving Days
B C
: .. '
••·
:··:: ,, '' '•·
15,687
Annual Meals
D
' ..
,.

33.4 Annual Paid
lime Off (Hours)
E
~idTil'.11.e.Off.:
:(H.ollday, ..

F
..
,: . Vacation/ Fringe/ Payroll ..

Job Title{' . ' Daily Hours · Hourl.y Rate. Salaries Sick Leave) · • . Taxes Site Manager 5.00 $19.74 $ 24,576 $ 659 $
Kitchen Aide 1 4.00 $15.05 $ 14,990 $ 503 $
Volunteers 8.00 $15.00 $ 29,880 $ - $
$ - $ - $
$ - $ - $
$ - $ - $
$ - $ - $
$ - $ - $
$ - $ - $
Total. ··17.00~$- .. :·69,446' $ . 1;162:· ·$:
* All personnel costs in the Staffing Plan are built into the per meal rate listed on Exhibit C Budget, Service Plan & Budget.

Contract between the County of Santa Clara social services Agency and Oty of Santa Clara FY2020
-----
-
-.-
-
''
$
$
$
$
$
$
$
$
$
$

0.00%
Fringe/Payroll
Tax Rate
G
.. ..

Medical
Insurance
---
·-
-----
-.
$
$
$
$
$
·$
$
$
$
Exfll'bit C: Budget
Staffing Plan
H ... ~
. · .. ~ ': : . :. t .. . . . .,
Cost;p~
Empt~
25,235
15,493
29,880
-
-
-
-
--
·$. ..7<1,~
Pase 2 of3
County of Sama Clara
Social Services Agency
FY2019-20
Agency Name: City of Santa Oara
Region/Site Location: Santa dara Senior Center
A
Santa dara County Senior Nutrition
Program (This Contract)
B
. FY20SCC.
· ·. · i=u.;a1n~
$111,220.83
Other Funding Sources: ~~
CDBG
City of Santa dara General Fund
Volunteer Hours {In-kind)
Non-senior contributions
C D E
14% $24,000.00 1
2% $3,445.00 1
18% $29,880.00 3
0% $500.00 .3
0%
0%
0%
0%
Total Anticipated Funding ** $111,220.83 100% $57,825.00 $ 169,046 • t ., ''
.' :- . · , • . Matching Amount
.. ' ~ . . . ... ·~· . ~.
. :::.::: . ·. ,. . : .. '.·k ~ritia~ Amouni: .. : ·/-~-- : ·. •. -: ~ ~~h- Percent:·~~/sci: ~ontractl::~ $ 57,825 $ 111,221 52%
Per Meal 'IViatc:h
$ 3.69 $10.78
: \ .. ·· · Comlllitment Code ·.
1 2
3 4
s
Arm Commitment-Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding-Continuation of current year funding Anticipated Resource-Projection of previous fees or donations Application Pending-Application has been submitted, no confirmation at this time Pre-Application-Not yet submitted
Contract between the County of Santa Clara SOcial services Agency and City of Santa Clara FV2020
Exhibit C: Budget
Resource Table

Santa Clara County
Social Services Agency
Logic Model -
A. Contract Goal:
access,
financial instability, and
social isolation are
pervasive issues among the
older adult community. In
order to meet the needs of
this community services
need to include ethnically
diverse cuisine served in
locations in proximity to low­
income neighborhoods,
innovative service models
that bring the food to the
people, transportation
options, and additional
safety net resources. These
services are a vital
component to keeping
people healthy and living
independently.

FY 2019-2020 Exhibit D: Logic Model
Congregate Meals Agency Name: City of Santa Clara
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County. 12 6 Volunteer Trainings
300 15,687 Meals
June 30, 2020 at least 75% of eligible older adult
meal participants will have participated in at
other service offered at the meal site.

Contract between the County of Santa Clara Social Services Agency and City of Santa Clara FY2020 Page 1 of1
DocuSign Envelop e ID: C92A23EF -9F0 F-4OB4 -B6D6 -37EBB39807 A6

CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
CITY OF SANTA CLARA FOR THE PROVISION OF SENIOR NUTRITION PROGRAM - COVID-19

EMERGENCY MEALS

1. This Contract is between the County of Santa Clara (henceforth, COUNTY) and City Of Santa Clara (henceforth, CONTRACTOR) for Senior Nutrition Program - COVID-19 Emergency Meals.

2. The parties agree to comply with the General Terms and Conditions contained in Articles 1-V of this Contract and provisions contained in Exhibit A: Program Provisions, Exhibit B:

Program Plan & Requirements, Exhibit C: Budget, Exhibit D: Logic Model and Exhibit E:

Federally Required Contract Provisions which are attached hereto and incorporated herein by this reference and made a part of this Contract.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract . :coUNTY OF SANTA CLARA
For or of Procurement
County of Santa Clara
Date?/14/20 21
Robert Menicocci, Agency Director
Social Services Agency
Date: 5/18/ 2021
[~~
D F281(1AD.E501,B◄ OC,h. f F" I Off" anie1 LncK, L 1e 1sca 1cer Social Services Agency
Date:5/5/ 2021

APPROVED AS TO FORM AND LEGALITY
1AllocuSlgn1d by:

L~;:~I
Michae a Lewis
Lead Deputy County Counsel
Date5:/5/2021

CONTRACTOR
Deanna J. Santana, City Manager D
City of Santa Clara
5/12/ 2021
Date: ----
ATTEST:

Hosam Haggag, City Cl erk
City of53/11'7t,72~1j1a
Date: ___ _

APPROVED AS TO FORM
~t.:~ .. ~~
Brian Doyle Elizabeth Klotz for
City Attorney
Date: 5/12/2021

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6

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

2. AMENDMENTS
This Contract may only be amended by written instrument and signed by authorized representatives of all contracting parties.

3. CONFLICTS OF INTEREST
a. CONTRACTOR 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 the COUNTY.
b. In accepting this Agreement, CONTRACTOR 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.

CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any CONTRACTOR or person having such an interest. CONTRACTOR, including but not limited to CONTRACTOR1 s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the "Act'1), 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.
c. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR shall, upon execution of this Agreement, provide the COUNTY with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to CONTRACTOR's employees, agents and subcontractors, that could be substantively involved in "making a governmental decision" or "serving in a staff capacity and in that

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4OB4-B6D6-37EBB39807 A6

4. 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 CONTRACTOR's service to the COUNTY under this Agreement. CONTRACTOR shall immediately notify the COUNTY of the names and email addresses of any additional individuals later assigned to provide such service to the COUNTY under this Agreement in such a capacity. CONTRACTOR shall immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the COUNTY.
d. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, CONTRACTOR 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 laws and regulations listed in subsection (A) 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.

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

5. ASSIGNMENT
No assignment of this Contract or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.

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

7. INDEPENDENT CONTRACTOR STATUS
CONTRACTOR will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of COUNTY. None of the provisions of this Contract is intended to create, nor will be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Contract. The parties are not, and will not be construed to be in a relationship of joint venture, partnership, or employer­ employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided herein. CONTRACTOR is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.

8. SEVERABILITY OF PROVISIONS
If any provision(s) of this Contract are held invalid, the remainder of this Contract remains in force.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 Article II
Fiscal Accountability and Requirements

1. AVAILABILITY AND SUBSTITUTION OF FUNDS
a. Notwithstanding any provision herein, this Contract is valid and enforceable only if sufficient funds are available. In the event of reduction, suspension, discontinuance, or other unavailability of funds, COUNTY unilaterally may take appropriate actions including, but not limited to, reducing existing service authorization, immediate termination of the Contract, or reducing the maximum dollar amount of this Contract with no liability occurring to the COUNTY.
b. If applicable, the COUNTY may substitute State or Federal funds for funds appropriated by the Board of Supervisors for payments to be made pursuant to this Contract.

CONTRACTOR will then be bound by the requirements of any State or Federal grant contracts, statutes, regulations, guidelines, or directives associated with the funds.

2. COMPENSATION TO CONTRACTOR
Compensation method shall be Fee for Service.

3. DISALLOWED COSTS
a. CONTRACTOR is liable for any funds expended that are not in accordance with this Contract, including, but not limited to, disallowed costs, violation, and/or default of Contract. CONTRACTOR will repay COUNTY disallowed costs, violation and/or default amounts within ninety {90) days of discovery of these costs. This provision survives the termination of this Contract.
b. If funding under this Contract is from Federal sources, such funds may not be used by CONTRACTOR, either directly or indirectly, as a contribution for the purpose of obtaining any Federal funds under any Federal programs. An indirect use of such funds to match Federal funds is defined as: "the allocation by CONTRACTOR of funds received under this Contract to a non-matching expenditure, thereby releasing or displacing other of its funds for the purpose of matching Federal funds."

4. FINANCIAL RECORDS
a. CONTRACTOR will establish and maintain a system of financial controls and accounting in conformance with Generally Accepted Accounting Principles (GAAP). b. CONTRACTOR must maintain accurate and complete financial records of all costs and operating expenses in connection with this Contract including, but not limited to subcontracts, invoices, timecards, cash receipts, vouchers, canceled checks, bank Statements, and other official documentation indicating in proper detail the nature and propriety of all costs incurred, and reimbursed by COUNTY. c. The financial records must show that funds received under this Contract are used for purposes consistent with the terms of this Contract.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807A6 Article Ill
Reporting, Records, Audit, Evaluations, and Termination

1. INSPECTION AND AUDIT

2. a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CONTRACTOR's activities and expenditures under this Contract, will be open for inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times. Such records must be kept in the State of California for the retention period specified in this Contract. This provision survives the termination of this contract.
b. CONTRACTOR will provide the Federal, State, or County officials, or their agents' reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used in conjunction with the provision of contract services, except where prohibited by Federal or State laws, regulations or rules. c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an independent certified public accountant no later than four (4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable, and computed in accordance with GAAP and provisions stipulated in this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR's agency audit. COUNTY has the discretion to only require an audit report every two (2) years.
d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet compliance requirements of other funding entities in the event all of the above provisions are met.

REPORTING REQUIREMENTS
a. CONTRACTOR must maintain complete and accurate records of its operation, including any and all records required by COUNTY relating to matters covered by this Contract, including, but not limited to, financial records, supporting documents, client statistical records, personnel and all other pertinent records. COUNTY may receive copies of any and all such records upon request.
b. CONTRACTOR must submit to COUNTY a compensation claim on forms approved by COUNTY Social Services Agency.
c. CONTRACTOR must assist COUNTY in meeting COUNTY's reporting requirements to the State and other agencies with respect to CONTRACTOR's work hereunder. This cooperation includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract.

CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning CONTRACTOR's performance under this Contract.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D84-86D6-37EBB39807 A6 d. Upon COUNTY's request, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this Contract.
e. All records, books, reports and documentation must be retained in the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, litigation, or claims are resolved; whichever is later. All such records, books, reports and documentation must be transmitted to the COUNTY of Santa Clara, Social Services Agency in the event that CONTRACTOR goes out of business during the period in which records are required to be maintained. This provision survives the termination of this contract.
f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1} the issuance of any legal complaint by an enforcement agency, or any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws. g. CONTRACTOR guarantees that it, its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration (https://www.sam.gov/). CONTRACTOR must within 30 calendar days advise the COUNTY if it, its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration during the term of this Agreement.

3. RESPONSIBILITY FOR AUDIT EXCEPTIONS
CONTRACTOR accepts responsibility for receiving, replying to, and complying with any audit exceptions by appropriate Federal, State, or County, audit agencies.

4. MONITORING AND EVALUATION
a. COUNTY's Social Services Agency will monitor the work performed and financial operations conducted under this Contract to determine whether CONTRACTOR's operation conforms to County policy, Federal and State statutes and regulations, and to the terms of this Contract.
b. COUNTY may conduct participant interviews to determine program compliance. c. CONTRACTOR agrees to participate in and cooperate with studies and surveys COUNTY deems necessary to meet its monitoring and evaluation responsibility. d. CONTRACTOR must furnish all data, Statements, records, information, and reports necessary for COUNTY to monitor, review, and evaluate the performance of the program and its components. Performance evaluations will examine the following five

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D84-86D6-37EBB39807 A6 factors: 1) fiscal accountability; 2) completion of work within a given time frame; 3} ability and effort to meet the performance criteria; 4) quality of services; and 5) a recommendation for future contracting with the CONTRACTOR. e. If, in the course of monitoring and evaluation, COUNTY discovers any practice, procedure or policy of CONTRACTOR that deviates from the terms of this Contract; that violates State or Federal statutes or regulations; that threatens the success of the program carried on pursuant to this Contract, or that jeopardizes the fiscal integrity of said program, COUNTY may impose reasonable funding restrictions upon notice specifying the nature of the restrictions(s), reasons for imposition, the corrective action that must be taken before they will be removed, time allowed for completing the corrective action, and method of requesting reconsideration. f. CONTRACTOR must respond in writing to any discrepancies, violations, or deficiencies identified by COUNTY within ten (10) days.

5. CORRECTIVE ACTION PROCEDURE
a. Upon receipt by COUNTY of information regarding a failure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to CONTRACTOR a notice of COUNTY's intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the issue, or issues, to be reviewed in determining the need for corrective action. CONTRACTOR may have the opportunity to respond or participate in formulating the corrective action recommendation. COUNTY has the right to require the presence of CONTRACTOR's officer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action. b. After issuing such notice, and after considering CONTRACTOR's response, if any, COUNTY may forward to CONTRACTOR a set of specific corrective actions recommended and a timetable for implementing the specified corrective actions recommended.

Following implementation of the corrective actions, CONTRACTOR will forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions.
c. In the event CONTRACTOR does not implement the corrective actions recommended in accordance with the corrective actions timetable, COUNTY may suspend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.

6. TERMINATION
a. Termination for Convenience
COUNTY may, by written notice to CONTRACTOR, terminate all or part of this Agreement at any time for the convenience of the COUNTY. The notice shall specify the effective date and the scope of the termination.
b. Termination for Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or in part, for cause, by giving written notice specifying the effective date and scope of such termination. Cause includes, but is not

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D B4-B6D6-37EBB39807 A6 limited to the following:
i. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR fails to meet the performance criteria of this Contract; iii. COUNTY deems CONTRACTOR's performance unsatisfactory. iv. Litigation is pending with respect to the CONTRACTOR's performance under this Contract that may jeopardize or adversely affect services; v. CONTRACTOR is the subject of a voluntary or involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are incorrect or incomplete in any material respect, or fails to file timely reports; or, vii. CONTRACTOR is suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the General Services Administration. c. Terminations
In the event of any termination, all finished or unfinished documents, data, studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY.

Upon termination, the CONTRACTOR may make and retain a copy of such Materials.

CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.

7. NON-EXCLUSIVE REMEDIES
The remedies listed in this Contract are non-exclusive, and COUNTY retains all other rights and remedies it may have under general law, including the right to terminate the Contract immediately without advance notice if CONTRACTOR becomes unable to perform its obligations under this Contract.

Article IV
Statutes, Regulations, and Policies

1. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL OPPORTUNITY,

AND WAGE THEFT PREVENTION
a. Compliance with All Laws. CONTRACTOR 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.
b. Compliance with Non-Discrimination and Equal Opportunity Laws: CONTRACTOR 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

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 (Government Code sections 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, CONTRACTOR 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 CONTRACTOR discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
c. Compliance with Wage and Hour Laws: CONTRACTOR shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
d. Definitions: For purposes of this Section, 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. e. Prior Judgments, Decisions or Orders against CONTRACTOR : BY SIGNING THIS

AGREEMENT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS

THAT (A) WERE ISSUED IN THE FIVE YEARS PRIOR TO EXECUTING THIS AGREEMENT BY A

COURT, ANINVESTIGATORY GOVERNMENT AGENCY, ARBITER, OR ARBITRATION PANEL

AND (B) FOUND THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR LAW OR PAY EQUITY LAW. CONTRACTOR 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, DECISIONS, DETERMINATIONS, OR ORDERS.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D84-86D6-37EBB39807 A6 f. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, CONTRACTOR receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then CONTRACTOR shall promptly satisfy and comply with any such Final Judgment.

CONTRACTOR 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. CONTRACTOR 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 Jose, 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. g. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to CONTRACTOR's records, CONTRACTOR 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, CONTRACTOR shall provide the COUNTY with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. COUNTY's access to such records and facilities shall be permitted at any time during CONTRACTOR's normal business hours upon no less than 10 business days' advance notice. h. Pay Equity Notification: CONTRACTOR 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 CONTRACTOR for a job in California (collectively, "Employees and Job Applicants") with an electronic or paper copy of any 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 CONTRACTOR's Employees and Job Applicants.
i. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law.

COUNTY may, among other things, take any or all of the following actions:

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

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

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

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 k. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency in the State energy conservation plan (Title 24, California Administrative Code).

I. For Contracts over $100,000 CONTRACTOR will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h)), Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15). m. CONTRACTOR must establish procedures assuring that any person's complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.

2. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS
CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this Contract.

3. COUNTY NO-SMOKING POLICY
CONTRACTOR and its employees, agents and subcontractors, 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 the COUNTY is the sole occupant, and (3) in all COUNTY vehicles.

4. FOOD AND BEVERAGE STANDARDS
a. Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events.
b. If food is to be provided, healthier food options must be offered. "Healthier food options" include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; {3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-86D6-37EBB39807 A6 c. If beverages are to be provided, beverages that meet the COUNTY's nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-sweetened beverages shall not be provided.

5. CONTRACTING PRINCIPLES
CONTRACTOR agrees to comply with the COUNTY's Contracting Principles set forth in the Board Policy Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat its employees fairly. CONTRACTOR is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the COUNTY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://www.sccgov.org/sites/scc/Documents/Type_l_or_Type_ll_Contractors.pdf

6. 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.

7. MAINTENANCE OF SOFTWARE
If CONTRACTOR is provided with "remote access", defined as the act of connecting to a COUNTY attached information technology system from a non-county attached system through a public network, CONTRACTOR will maintain and use its non-county system, hardware, and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.

8. CONTRACT EXECUTION
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.

9. LIVING WAGE (If Applicable)
Unless otherwise exempted or prohibited by law or County policy, where applicable, CONTRACTORs that contract with the COUNTY to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 ("Division B36") and Board Policy section 5.5.5.5 ("Living Wage

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4OB4-B6O6-37EBB39807 A6 Policy"), and their subcontractors, where the contract value is $100,000 or more ("Direct Services Contract"), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy.

Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If CONTRACTOR and/or a subcontractor violate this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:
a. Suspend, modify, or terminate the Direct Services Contract. b. Require the CONTRACTOR and/or Subcontractor to comply with an appropriate remediation plan developed by the COUNTY.
c. Waive all or part of Division B36 or the Living Wage Policy.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law.

Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a COUNTY contract. By entering into this contract, CONTRACTOR certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.

10. COUNTY DATA & CONFIDENTIALITY
a. Definitions: "COUNTY Data" shall mean data and information received by CONTRACTOR from COUNTY. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a CONTRACTOR for use by COUNTY. "County Confidential Information" shall include all material, non-public information (including material, non-public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by COUNTY, its agents or employees, to CONTRACTOR, its agents or employees, or any of its affiliates or representatives. b. CONTRACTOR shall not acquire any ownership interest in County Data (including County Confidential Information). As between CONTRACTOR and COUNTY, all County Confidential Information and/or County Data shall remain the property of the COUNTY.

CONTRACTOR shall not, without COUNTY's written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Agreement.
c. CONTRACTOR shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4O84-86O6-37EBB39807 A6 could result in substantial harm or inconvenience to COUNTY or any end users. Upon termination or expiration of this Agreement, CONTRACTOR shall seek and follow COUNTY's direction regarding the proper disposition of County Data. d. CONTRACTOR shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying COUNTY by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in CONTRACTOR1 s security that materially affects COUNTY or end users. If the initial notification is by phone, CONTRACTOR shall provide a written notice within 5 days of the incident. CONTRACTOR shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, CONTRACTOR shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at CONTRACTOR1s sole expense. CONTRACTOR shall not charge COUNTY for any expenses associated with CONTRACTOR1 s compliance with these obligations. e. CONTRACTOR shall defend, indemnify and hold COUNTY harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by CONTRACTOR 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. f. CONTRACTOR must require its employees and all persons performing services at its direction to comply with all applicable privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services {COSS) Manual of Policies and Procedures, Division 19 Regulations.

I. All applications and records concerning any individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, performance compliance, monitoring or auditing of the program.

II. No person may publish, disclose, use, or permit or cause to be published or disclosed; any confidential information pertaining to services, except as is provided by law.
g. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately and take legal action against CONTRACTOR.

Any person who knowingly and intentionally violates the provisions stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D84-86D6-37EBB39807 A6 h. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 10. survive the termination of this contract.

11. CALIFORNIA PUBLIC RECORDS ACT
a. The COUNTY is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If CONTRACTOR's proprietary information is contained in documents or information submitted to COUNTY, and CONTRACTOR claims that such information falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such information "CONFIDENTIAL AND PROPRIETARY," and identify the specific lines containing the information. In the event of a request for such information, the COUNTY will make best efforts to provide notice to CONTRACTOR prior to such disclosure. If CONTRACTOR contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara COUNTY before the COUNTY is required to respond to the CPRA request. If CONTRACTOR fails to obtain such remedy within the time the COUNTY is required to respond to the CPRA request, COUNTY may disclose the requested information.
b. CONTRACTOR further agrees that it shall defend, indemnify and hold COUNTY harmless against any claim, action 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 information arising from any representation, or any action (or inaction), by the CONTRACTOR.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D84-86D6-37EBB39807 A6 Indemnity
Article V
Insurance Requirements
The Contractor 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 Contract by Contractor 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 Contract to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Contract and does not prevail in that contest.

Insurance
Without limiting the Contractor's indemnification of the County, the Contractor 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 Contractor 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 Contractor upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Contract 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 Contractor.

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.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 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 - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 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:
"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 contractor shall be notified by the contracting department of these requirements.

4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement)
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6

5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

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 Contractor 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 Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor.

However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors 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 Contract be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.

F. Fidelity Bonds (Required only if contractor will be receIvIng advanced funds or payments) Before receiving compensation under this Agreement, Contractor 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, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D B4-B6D6-37EBB39807 A6 Exhibit A: Program Provisions
Agency: City of Santa Clara
Program Name: Senior Nutrition Program - COVID-19 Emergency Meals

1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing to-go, curbside pickup, or home delivered Covid-19 emergency response meals at currently operating congregate meal site(s). These meals supplement the meals provided through the regular Congregate Meals program, which is funded, authorized by, and to be performed in accordance with the Older Americans Act of 1965, as amended, P.L. 89-73, U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto, but this agreement is wholly, separately funded to satisfy the need for supplemental nutrition services cause by and during the Covid-19 pandemic emergency.

For logistical simplicity, services will be identical to services contracted for in CONTRACTOR's Congregate Meals contract with the COUNTY, except that all meal-related data and back up documentation must be tracked separately according to direction from COUNTY and that meals will generally not be served onsite or in a communal manner and meals may be served to populations not qualified to receive a meal under the Older Americans Act of 1965, with written approval of COUNTY.

2. DELIVERABLES
a. Invoices
CONTRACTOR will submit invoices in a format approved by COUNTY and as outlined in Section 6 of this Exhibit. Invoices must be signed by the CONTRACTOR.
b. SSA Outcome Measurement Reporting
CONTRACTOR will submit a quarterly report as outlined in Section 7 of this Exhibit and Exhibit D: Logic Model.

3. TERM OF CONTRACT
The term begins November 1, 2020, and expires on June 30, 2021, unless terminated earlier or otherwise amended.

4. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $209,280.00 in FY2020- 2021.

5. BUDGET CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by the COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by the County for services covered by this Contract, the COUNTY has the option to either terminate this Contract without notice (except that is necessary to transition clients in the discretion of the County) and with no liability occurring to

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-3 7EBB39807 A6

6. Exhibit A: Program Provisions
the County, or to offer an amendment to this Contract indicating the reduced amount.

FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A:

Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C:

Budget, Exhibit D: Logic Model and Exhibit E: Federally Required Contract Provisions, for the performance of services as outlined in this Contract up to the maximum compensation.
i. For Non-Profit Agencies, 0MB Circular A-122.
ii. For Local Governments, 0MB Circular A-87.
iii. For Public and Nonprofit Institutions of Higher Education, 0MB Circular A-121 .
iv. For Profit Making Organization, 41 CFR Part 1.
b. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of the CONTRACTOR, and the CONTRACTOR will have no claim whatsoever against COUNTY.
c. CONTRACTOR must participate in a quarterly reconciliation process. During the reconciliation process all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. Quarterly reconciliations must be submitted with the corresponding monthly invoice.

During each reconciliation, all funds paid to CONTRACTOR under its fee for service claims must be reconciled to the actual costs incurred by the contractor and the remaining cash, if any. This provision survives the termination of this Contract.
d. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR'S final reimbursement will be reduced by the overpayment received from COUNTY.

This provision survives the termination of this Contract.

7. OUTCOME MEASUREMENT REPORTING
This contract requires SSA's performance and outcome measurement reporting in order to demonstrate the impact of services on client populations.

CONTRACTOR shall monitor, measure and report on the service outputs and outcomes outlined in Exhibit D: Logic Model.

CONTRACTOR must submit to COUNTY a quarterly report using the form provided by the COUNTY. Instructions and training to complete the form can be found on https://www .sccgov.org/sites/ssa/dfcs/Pages/partners training .aspx.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4D B4-B6D6-37EBB39807 A6 Exhibit A: Program Provisions
CONTRACTOR must submit the report by the tenth (10th) working day after each quarter for services performed during the preceding quarter.

Quarterly Program Reports
CONTRACTOR will submit Quarterly Program Reports no later than the following dates:
a. January 15, 2021 (if applicable)
b. April 15, 2021 (if applicable)
c. July 15, 2021

8. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will collect submit participant contributions according to the Senior Nutrition Program Congregate Meals Policy & Procedures Manual. b. To protect the anonymity of the participant, participants contributions will be collected, combined, and returned to the Senior Nutrition Program with other Congregate Meals program contributions.

9. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) calendar day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for services rendered, as well as payment for participant and guest contributions as outlined in Exhibit B: Program Plan & Requirements.
a. Prior to submittal, invoices and reconciliations must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.
b. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-to-date meals listed in the Service Delivery Plan in Exhibit C: Budget. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously.
c. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
d. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount Page3of5
Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 Exhibit A: Program Provisions
pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
e. COUNTY is not obligated to reimburse CONTRACTOR for any service or expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

10. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR's client base. b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must assist in the coordination of and verification of eligibility for mobility management services for participants who use CONTRACTOR's site as a home meal site.

11. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates Deanna J. Santana. City Manager as CONTRACTOR's representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above­ named person has the primary authority and responsibility to carry out this Contract.
b. COUNTY designates the Senior Nutrition Program Manager as its representative for the purpose of managing the services performed pursuant to this Contract.

12. ADJUSTMENT TO EXHIBIT B: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Plan begins.

13. ADJUSTMENT TO EXHIBIT C: BUDGET
A budget adjustment can be made without a contract amendment if Contractor submits a written budget adjustment request to the COUNTY Contract Representative, or designee, and the request is approved by the COUNTY in writing. A budget adjustment must not increase the maximum financial obligation of this Contract.

CONTRACTOR may request a budget revision by submitting the COUNTY's Budget Revision Request form to the COUNTY's designated contract/program monitor. The Budget Revision Request must include a statement explaining the impact that the budget revision, if approved, would have on the program/service delivery. Upon approval of the CONTRACTOR's Budget Revision Request,

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4OB4-B6O6-37EBB39807 A6 Exhibit A: Program Provisions
COUNTY will forward an approved copy of the Budget Revision Request form to the CONTRACTOR.

14. ADJUSTMENT TO EXHIBIT D: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.

15. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:

To COUNTY:

To CONTRACTOR:

Social Services Agency, Director
CC: Senior Nutrition Program Manager
353 West Julian Street, 4th Floor
San Jose, California 95110-2335
Deanna J. Santana
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050

16. COUNTY'S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by the County for use in subsequent procurement cycles.

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 Exhibit 8: Program Plan & Requirements
Agency: City of Santa Clara (CONTRACTOR)
Program Name: Senior Nutrition Program - COVID-19 Emergency Meals (PROGRAM)

1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency - Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors who are not able to receive meals through the regular Congregate Meals contract or other funding sources receive nutritious and healthy meals at CONTRACTOR's nutrition site(s). CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.

2. PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required in the performance of this contract.

3. ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to handicapped or disabled individuals who have not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, living alone, and/or minorities as defined by the Older Americans Act of 1965. Additional eligible persons may be added by COUNTY in writing.

4. MEALS
a. Meals served by CONTRACTOR will be the same as in the CONTRACTOR's Congregate Meals contract with COUNTY.
c. Table settings will be of reasonable quality. If disposable dinnerware or to-go containers are used or provided, they will be of sturdy quality and maintain a safe food temperature until participant can return home to eat the meal.

5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide COVID-19 emergency meals at the congregate meal site(s), days, and times indicated in CONTRACTOR's Congregate Meal contract with the county. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend

Contract between the County of Santa Clara and
City of Santa Clara
FY21
DocuSign Envelope ID: C92A23EF-9F0F-4DB4-B6D6-37EBB39807 A6 Exhibit B: Program Plan & Requirements
or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract.
iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasant pick up atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs, as well as for physical distancing during meal pick up.
e. There will be no architectural barriers which would prevent an eligible individual from having access to the meal site facility or pick up location. f. Innovative meal delivery options may added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. If a site uses a caterer to prepare its meals, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR's per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide up to the number of meals as specified in Exhibit C: Budget at the rate listed in the budget subject to the quarterly expense reconciliation process. Meals will provided to meet demand cause by the declared Covid-19 pandemic emergency and not to meet normal demand not related to the emergency. Meal
b. CONTRACTOR will be paid for the number of meals provided to individuals, not the number of meals purchased or prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements. c. CONTRACTOR may provide meals at any of its regular Congregate Meal site on their regularly scheduled operating days during regularly scheduled operating hours. Meals are not dedicated to a specific meals site but are flexible to meet any demand related to the emergency.

7. FOOD INVENTORY
CONTRACTOR will develop a written plan for conducting food inventories. The plan will include the procedures for conducting food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also include a description of the "First-in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent