Contract between the County of Santa Clara and City of Santa Clara FY22
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, w ithout 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 informa tion 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 Da ta that 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 t ake 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 CONTRACTOR’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
Contract between the County of Santa Clara and City of Santa Clara FY22
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 CONTRACTOR’s sole expense. CONTRACTOR shall not charge COUNTY for any expenses associated with CONTRACTOR’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 (CDSS) 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.
h. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Ar ticle IV, Section 10. survive the termination of this contract.
11. CALIFORNIA PU BLIC 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 con taining 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 di sclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara COUNTY before
Contract between the County of Santa Clara and City of Santa Clara FY22
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.
12. COVID -19 REQUIREMENTS
Contractor shall comply with all County requirements relating to COVID-19 for persons who routinely perform services for the County onsite and share airspace with or proximity to other people at a County facility as part of their services for the County (“County’s COVID-19 Requirements”), including but not limited to vaccination, as applicable and periodically updated, and available at https://procurement.sccgov.org/doing-business- county/contractor-vaccinations and incorporated herein by this reference.
If Contractor is providing in-person services to community members (“Direct Client Services”) under this Agreement, all references in the County’s COVID-19 Requirements and below referenced Certification to “onsite” and “County facility” shall be deemed to also refer to any indoor location where Direct Client Services are provided, including when services are provided at non-County facilities. Accordingly, such Contractors shall comply with the County’s COVID-19 Requirements when providing Direct Client Services indoor at any location. Any reporting pursuant to the Certification of Contractor’s personnel who are not fully vaccinated and up-to-date on boosters for which they are eligible and who are providing Direct Client Services at non-County facilities shall be to the COVID-19 Designee for the County department that manages this Agreement.
If applicable, Contractor shall complete the Contractor Certification of Compliance with COVID-19 Vaccine Requirements (“Certification”), attached hereto as Exhibit F. Contractor shall comply with the requirements of this Section for the entire term of this Agreement.
Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section. Failure by Contractor to comply with any of the requirements of this Section (including but not limited to vaccination and masking requirements and completion and submittal of the Certification) is a material breach of this Agreement, and the County may, in its sole discretion terminate this Agreement immediately or take other action as the County may determine to be appropriate.
Article V
Insurance Requirements
Indemnity
Contract between the County of Santa Clara and City of Santa Clara FY22
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 Cover
age
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.
D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Ea ch
occurrence - $1,000,000
Contract between the County of Santa Clara and City of Santa Clara FY22
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000
2. General lia bility 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 Lia
bility 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.
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.
Contract between the County of Santa Clara and City of Santa Clara FY22
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 FIDELIT Y 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.
Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
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 ident ical 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 M
easurement Reporting
CONTRACTOR will submit a quarterly report as outlined in Section 7 of this Exhibit and Exhibit D: Logic Model.
3. TERM OF CO
NTRACT
The term begins January 1, 2022, and expires on June 30, 2022, unless terminated earlier or otherwise amended.
4. MAXIMUM FI
NANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $56,000.00 in FY2021- 2022.
5. BUDGET CO NTINGENCY
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 Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
the County, or to offer an amendment to this Contract indicating the reduced amount.
6. FEE FOR SERVICE CONTRACT
a. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A:
Program Provisions, Exh ibit 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, OMB Circular A-122.
ii. For Local Governments, OMB Circular A-87.
iii. For Public and Nonprofit Institutions of Higher Education, OMB 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.
CONTRACTOR must submit the report by the tenth (10th) working day after Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
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. April 15, 2022
b. July 15, 2022
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 pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
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 PRO VIDED
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 REPR
ESENTATIVES
a. CONTRACTOR designates Rajeev Batra, City Manager as CO NTRACTOR’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, COUNTY will forward an approved copy of the Budget Revision Request form to the CONTRACTOR.
14. ADJUST
MENT 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 Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
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 effectiv e 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: Social Services Agency, Director
CC: Senior Nutrition Program Manager
353 West Julian Street, 4th Floor
San Jose, California 95110-2335
To CONTRACTOR: Rajeev Batra
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.
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara FY22
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 L
ICENSES
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 INDI
VIDUALS
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.
b. 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. CONGRE GATE 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 or withhold payments, or terminate the contract if the relocation affects any of Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara FY22
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 deterioration. CONTRACTOR will provide COUNTY with a copy of its food inventory plan and completed food inventories, upon request.
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara FY22
8. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified. COUNTY reserves the 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.
9. DATA COLLECTION AND PRIVACY
a. CONTRACTOR will be required to collect program data through the use of electronic collection methods that is separate from its Congregate Meals contract. Such methods will include the use of an iOS -device to electronically track participant meals. CONTRACT OR must comply with collection requirements as directed by COUNTY.
b. CONTRACTOR will be required to create separate sign-in sheets as back up for the electronic program data in subsection (a) above. c. CONTRACTOR must submit a completed and signed Santa Clara S enior Nutrition Program – FEMA Monthly Report for the prior month by the fourth (4
th) working day of the current month to their assigned registered dietitian. d. Quarterly Report. Quarterly Reports with output 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.
e. Within 30 days of executing this agreement, a nd annually thereafter if the term of this agreement is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training provided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.
10. PARTICIPANT CON TRIBUTION PRINCIPLES
CONTRACTOR must follow the participant contributions policy in its Congregate Meals contract with COUNTY.
11. 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.
12. 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 Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara FY22
it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.
13. COMPETITIVE BID RE QUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-hundred dollars ($500.00) must be procured through a competitive process in compliance with Sourcewise ’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 subcontract and 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.
14. 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.
15. ERROR RATE REQUIREMENT
When there is a discrepancy between the paper total (signatures of FEMA participants) and scanner total, an error rate arises. CONTRACTOR’s data must not exceed an error rate of 5%.
If CONTRACTOR’s data exceeds an error rate of 5%, COUNTY may 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.
16. GRIEVANCE POLICY
CONTRACTOR must follow the grievance policy in its Congregate Meals contract with COUNTY.
17. FISCAL YEA R CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 6, 2022.
FY 2021-2022 Exhibit C: Budget
Contract between the County of Santa Clara and City of Santa Clara FY22
Agency Name: City of Santa Clara
Program Name: COVID-19 Emergency Meals
A B C D
Budget
Annual Units
Rate
Total
Per Meal
Reimbursement Rate*
5,000
$11.20
$56,000
Contract Total: $56,000
*Actual expenses must be reconciled to the amount of the County per meal reimbursement quarterly and at year end. Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed. Only meals that meet requirements of the Congregate Meals program and provided to participants who are eligible for the Congregate Meals program will be reimbursed.
Contract between the County of Santa Clara and City of Santa Clara FY22
Santa Clara County FY 2021-2022 Exhibit D: Logic Model
Logic Model - Senior Nutrition Program - COVID-19 Emergency Meals Agency Name:
City of Santa Clara
A. Contract Goal: Provide nutritious meals to older adults across Santa Clara County during the COVID-19 pandemic.
B. Situation
C. Activities/Services
D1. # of
unduplicated
clients/families
served per FY
D2. # of
Outputs
per FY
D3. Output
E. Short/Long Term
Outcome Measures
Lack of food access,
financial instability, and
social isolation are
pervasive issues among
the older community.
While socialization options
are limited during the
COVID-19 pandemic,
congregate meals sites
providing to-go, curbside,
or home delivered meals
become and important
outlet because it provides
a daily opportunity to see
familiar faces in an
environment not open to
the general public/all age
groups, and an avenue to
learn about or be
connected with other
services during this
unique time.
Provide to-go, curbside, or home-
delivered congregate meals to
older adults age 60 and older or
other qualified participants who
would otherwise be turned away
from the congregate meal site.
N/A
22112
Meals
See outcomes from Congregate Meals contract.
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
COUNTY OF SANTA CLARA
FEDERALLY REQUIRED CONTRACT PROVISIONS
The federally-required contract provisions listed below are made a part of the Contractor’s Contract with the County.1
The term “Contractor”, as used throughout this document shall mean the contractor identified in the Contract as Contractor, Provider, Consultant, or similar term.
The term “Contract” as used throughout this Exhibit shall mean the contract or other agreement, with exhibits, into which this Exhibit is incorporated.
The term “State” as used throughout this document shall mean the State of California and include any of its departments or agencies.
These federally required contract provisions will collectively be referenced as the “FEMA Contract Terms.”
The terms and conditions of the Contract and the FEMA Contract Terms should be read to operate in concert, except where directly in conflict. In the event of a conflict between the terms of the Contract and the FEMA Contract Terms, and unless otherwise stated within the terms of this Exhibit, the FEMA Contract Terms shall govern and prevail.
A. No Obliga tion by the Federal Government
The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the Contract.
B. Access to Records
(1) Upon request, the Contractor agrees to provide the County, State, Federal Emergency Management Agency (FEMA) Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the Contract for the purposes of making audits, examinations, excerpts and transcriptions.
(2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
1 1 The County intends to seek reimbursement from federal and state grants, e.g., the Federal Emergency Management Agency’s Public Assistance grants and California Governor’s Office of Emergency Services grants, for the goods and/or services provided under the Contract to the extent they are procured as part of emergency protective measures or disaster response measures undertaken by the County.
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
(3) Upon request, the Contractor agrees to provide the FEMA Administrator or the FEMA Administrator’s authorized representatives access to construction or other work sites pertaining to the work being completed under the Contract.
(4) In compliance with the Disaster Recovery Act of 2018, the County of Santa Clara and the Contractor acknowledge and agree that no language in this Contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.
C. Procurement of
Recovered Materials
(1) In the performance of this Contract, the Contractor shall make maximum use of products containing recovered materials that are United States Environmental Protection Agency-designated items unless the product cannot be acquired—
i. Competitively within a timeframe providing for compliance with the Contract performance schedule;
ii. Meeting Contract performance requirements; or
iii. At a reasonable price.
(2) Information about this requirement along with the list of EPA -designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, http://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
D. Department of Homeland Security (DHS) Seal, Logo and Flags.
The Contractor shall not use the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials without specific FEMA approval.
E. Compliance wi th Federal Law, Regulations, and Executive Orders
This is an acknowledgement that FEMA fi nancial assistance may be used to fund all or a portion of the Contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.
F. Program Fra
ud and False or Fraudulent Statements or Related Acts
The Contractor acknowledges that 31 USC Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this Contract.
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
During the performance of this Contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.
Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract.
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
G. Clean Air A
ct and the Federal Water Pollution Control Act
The provisions of this Section H apply to contracts exceeding $150,000.
Clean Air Act
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in who le or in part with Federal assistance provided by FEMA.
Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
H. Byrd An
ti-Lobbying Amendment
Contractors who apply or bid for an award of $100,000 or more shall file the certification required by the Byrd-Anti-Lobbying amendment. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Required Certification:
APPENDIX A, 44 C .F.R. PART 18- CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or ente red into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The Contractor, , certifies or
affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provis
ions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.
Signature of Contractor’s Authorized Official
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
Name and Title of Contractor’s Authorized Official
Date
I. Contract Work Hours and Safety Standards Act
The provisions of this Section J apply to contracts over $100,000 that involve the employment of mechanics and laborers.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United Sta tes (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, includi ng watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The pr ime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.
J. Debarment an
d Suspension
Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
(1) This Contract may be a covered transacti on for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the County. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of the Contract. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.
K. Termination for Ca
use
If the Contract value exceeds $10,000, to the extent the Contract does not provide for termination for cause outside of this Exhibit, and in addition to any right to terminate for convenience as described in the Contract, the County may, after providing five days’ written notice, terminate the Contract for the Contractor’s failure to perform or observe any term, covenant, or condition of the Contract.
L. Remedies
In the event of a breach by the Contractor of any term, covenant, or condition of the Contract, the County shall have the right to pursue all available remedies at law or equity.
Except as expressly provided elsewhere in this Contract, each party's rights and remedies under this Contract are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
M. Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms
If this Contract was awarded in a competitive procurement, Contractor engages subcontractors to perform work under the Contract, and the Contract is for $10,000 or above, Contractor shall place qualified small and minority businesses and women’s business enterprises on solicitation lists used in the procurement; solicit small and minority business and women’s business enterprises; divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and Exhibit E: Federally Required Contract Provisions
County of Santa Clara
Federally Required Contract Provisions
Contract between the County of Santa Clara and City of Santa Clara FY22
minority businesses and women’s business enterprises; establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises; and use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.
N. Subcontracts
To the extent applicable, the Contractor shall include the provisions of this Exhibit in all subcontracts.
EXHIBIT F: Certification of Compliance with COVID-19 Vaccine
CONTRACTOR CERTIFICATION OF COMPLIANCE WITH
COVID-19 VACCINE REQUIREMENTS
(Version Effective April 1, 2022)
Contractor Information:
Contractor name: Name of Contractor representative:
Contractor phone number: Contractor email address:
Contractor Certification. On behalf of Contractor, I hereby certify that:
1. Contractor has reviewed and is in compliance with all current County requirements regarding COVID-19 vaccination applicable to contractor’s employees working at County facilities, including but not limited to the requirements in the County’s memorandum regarding COVID- 19 Vaccine Requirement for County Personnel (“County Vaccine Policy”), the County’s memorandum regarding Application of COVID-19 Vaccination Requirement to County Contractors, Interns, and Volunteers, all current State and County Health Officer orders, and any other County requirements. These memoranda and current County policies are accessible at <https://procurement.sccgov.org/doing-business-county/contractor-vaccinations>.
Contractor understands that it is responsible for reviewing and maintaining compliance with all subsequent revisions or amendments to State and County orders and requirements regarding COVID-19.
2. As of
the date signed below:
a. Contractor understands that it must confirm, and has confirmed, that all of contractor’s workers (including any subcontractor workers) who routinely perform services for the County onsite and share airspace with or proximity to other people at a County facility as part of their services for the County
1 are:
i. Fully vaccinated ag ainst COVID-19 and up-to-date on any boosters for which they are eligible as defined and required in the County Vaccine Policy; or
ii. Have a legally sufficient and approved medical, disability, or religious exemption from vaccination that has been granted by contractor.
1 As established in the County’s Memorandum Regarding Application of COVID-19 Vaccination Requirement to County Contractors, Interns, and Volunteers, contractors performing work at closed construction sites are not required to comply with the County’s vaccination requirements, but must comply with all applicable federal, state, and local public health laws, including but not limited to vaccination, testing, and masking requirements.
EXHIBIT F: Certification of Compliance with COVID-19 Vaccine
b. Contractor has verified and will continue to verify the vaccination status of all staff working on site at any County facility, and has obtained proof of vaccination from its staff in a form consistent with the California Department of Public Health’s Vaccine Records Guidelines and Standards.
3. If contractor seeks to send any workers who are not fully vaccinated and up-to-date on boosters for which they are eligible to work indoors at any County facility because the contractor has granted them an exemption, contractor shall notify the County in writing by providing a list of any such workers to the COVID-19 Designee for the department that manages the facility where the contractor personnel will be working at least 96 hours in advance of any such worker arriving onsite so that the department has sufficient time to determine whether it will approve the contractor’s requests that its personnel work onsite and, if approved, can ensure that the contractor has complied with all applicable COVID-19 safety requirements for unvaccinated individuals, including, where appliable, regular testing and the use of a fit-tested N95 mask. 2 Notice must be separately provided to each department that manages a facility where contractor seeks to assign personnel to work onsite. Regardless of exemption status, personnel who are not fully vaccinated and up-to-date on boosters for which they are eligible may not work in high-risk roles at County facilities.
4. If any of contractor’s workers are noncompliant with vaccination or testing requirements, contractor will notify the County Department for which they are providing services immediately and will not permit those workers to go onsite at a County facility without express written permission from the County.
5. Contractor will comply with all reasonable requests by the County for documentation demonstrating the contractor’s compliance with this Certification.
I verify the truth and accuracy of the statements in this Certification under penalty of perjury under the laws of the State of California.
Name of authorized representative of
Contractor
Title
Signature
Date
2 If contractor sends workers who are not fully vaccinated and up-to-date on boosters for which they are eligible, it is contractor’s obligation to ensure that it has any necessary authorization under the California Confidentiality of Medical Information Act, Cal. Civ. Code §§ 56 et. seq., and under any other laws to share this information with the County.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-191 Agenda Date: 6/21/2022
REPORT TO COUNCIL
SUBJECT
Action on Award of Contract for the 2022 ADA Curb Ramps Project to Sposeto Engineering, Inc.
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The 2022 ADA Curb Ramps Project (Project) consists of constructing 25 Americans with Disabilities Act (ADA)-compliant curb ramps at 11 intersections (Attachment 1). The scope of work also includes demolishing existing concrete and slight modifications to adjacent surfaces to accommodate the new curb ramps, modification of traffic striping and pavement markings, and other necessary work to complete the Project.
The installation of ADA curb ramps by the Project continues the City’s efforts to enhance accessibility in the public right-of-way for those with disabilities. The locations where curb ramps will be installed by the Project include locations requested by the public where no curb ramps currently exist.
DISCUSSION
On April 27, 2022, a competitive Request for Bids (RFB) was published on the City’s bid notification system, BidSync, for construction of the Project. On May 18, 2022, bids for the Project were opened via video conference. The City received five bids from Sposeto Engineering, Inc., Golden Bay Construction, Inc., FBD Vanguard Construction, Inc., JJR Construction, Inc., and ASG Builders ranging from $317,209 to $439,236. The Bid Summary is included as Attachment 2.
The lowest bid was submitted by Sposeto Engineering, Inc. (Sposeto) in the amount of $317,209, which is 14.6 percent above the Engineer’s Estimate of $276,800. Sposeto’s bid was reviewed by DPW staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to Sposeto Engineering, Inc.
Award of the contract will allow construction to commence in order to complete the curb ramps during late summer and fall 2022. The contract includes prevailing wage requirements.
ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(c), “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing, and specifically includes the repair of existing highways and streets.
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22-191 Agenda Date: 6/21/2022
FISCAL IMPACT
The cost of the contract is $317,209 plus approximately 10 percent contingency, or $31,721, for any potential change orders for a total not-to-exceed contract amount of $348,930. Funding for the contract is available in the Annual Curb Ramp Installation project (CIP 1250) in the Streets and Highways Capital Fund.
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Award the Public Works Contract for the 2022 ADA Curb Ramps Project to the lowest responsive and responsible bidder, Sposeto Engineering, Inc., in the amount of $317,209, and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and
2. Authorize the City Manager to execute change orders up to approximately 10 percent of the original contract price, or $31,721, for a total not to exceed amount of $348,930.
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Project Location Map
2. Bid Summary
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GIANERA ST. WILCOX AVE.
N. 2ND ST.
A G N E W R D.
LAKESHORE DR.
L A F A Y E T T E S T.Het ch Het chy R/W
Tomas
Aquino
Creek
LEGEND
Proposed Curb Ramp Location
LOCATION MAP 1
0 ATTACHMENT 1
2022 ADA CURB RAMPS PROJECT
N
B E L L O M Y S T.
B E N T O N S T.
L I N C O L N
INVERNESS AVE.
FAIRFIELD AVE.
E ST.
L A F A Y E T T E S T.
W A
S H I
WASHINGTON ST.
S C O T T B L V D.
M O N R O E S T.
S T.
H O M E S T E A D R D.
HOMESTEAD RD.
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Proposed Curb Ramp Location
LOCATION MAP 2
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2022 ADA CU RB RAMPS PROJECT
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0 ATTACHMENT 1
2022 ADA CURB RAMPS PROJECT
Attachment 2
Bid Summary
2022 ADA CURB RAMPS PROJECT (CE 21-22-01)
BID SUMMARY Bid Opening Date: May 18, 2022
ENGINEER’S ESTIMATE: $ 276,800.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Sposeto Engineering, Inc. $ 317,209.40 14.6% above
Golden Bay Construction, Inc. $ 323,902.00 17.0% above
FBD Vanguard Construction, Inc. $ 367,410.00 32.7% above JJR Construction, Inc. $ 427,144.65 54.3% above
ASG Builders $ 439,236.00 58.7% above
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-698 Agenda Date: 6/21/2022
REPORT TO COUNCIL
SUBJECT
Action on Authorizing the City Manager to Negotiate and Execute two Lender Consent and Subordination Agreements for an Access Easement Agreement and Stormwater Easement Agreement for HomeSafe San Jose
COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development
BACKGROUND
For almost 20 years Charities Housing Development Corporation (“Charities Housing”) has been operating two housing facilities for survivors of domestic violence and their children, one located in Santa Clara (HomeSafe Santa Clara) and one located in San Jose (HomeSafe San Jose). The City of Santa Clara assisted with the funding for both properties. In November of 2002, the City Council appropriated $250,000 in Home Investment Partnership Act (HOME) funds to assist in the development of Homesafe San Jose, including architectural and engineering expenses and construction costs. A HOME Capital Loan Agreement was executed on November 19, 2002 with a loan period of 55 years set to mature in July 2058. Homesafe San Jose also received two loans from the City of San Jose which totaled $6,750,000 and a HOME loan from the County of Santa Clara in the amount of $217,800 for acquisition and rehabilitation. The City of Santa Clara maintains a financial interest in HomeSafe San Jose which requires the City to agree to proposed changes to that property.
Homesafe San Jose (the “Property” or “Homesafe San Jose”) provides 24 co-housing (shared) living spaces for residents and one two-bedroom staff apartment on a 1.08-acre lot in San Jose. The Property consists of four two-story buildings: three residential and one containing a daycare space, management/service offices and a community room. All of the units are restricted at 30% Area Median Income (AMI). The Property includes 25 residential parking spaces and two for the daycare space on a surface parking lot off the cul-de-sac of Kentucky Place.
Charities Housing restructured the ownership of the site so that Charities became the new Limited Partner (LP), the Charities Housing affiliate, Homesafe Charities LLC, will be the managing General Partner and Lifemoves will be the co-General Partner. Charities Housing intends to continue to own and operate the Property. In 2018, Charities Housing requested that the City consent to the restructuring of the partnership to allow the current LP to leave the partnership and for Charities and Lifemoves to step in. Charities Housing made the same request to the other lenders, including the City of San Jose, County of Santa Clara, HUD (McKinney) and Tax Credit Allocation Committee (“TCAC”). The City reviewed the request and provided written consent on May 22, 2019.
Charities Housing has also acquired the adjacent parcel, 1860 Alum Rock, with the intention of City of Santa Clara Printed on 6/17/2022Page 1 of 3
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22-698 Agenda Date: 6/21/2022
developing it as an affordable housing site.
DISCUSSION
Charities Housing is requesting that the City of Santa Clara consent and subordinate its interest to two easements on the HomeSafe San Jose site to facilitate the development of a 100% affordable housing project on the adjacent property, also owned by Charities Housing. The affordable housing project on the adjacent property would consist of 59 affordable units and one unrestricted staff unit.
Because of the configuration and topography of the two adjacent properties, Charities Housing is proposing an easement to utilize the parking lot of the HomeSafe San Jose site to provide access and drainage for the adjacent property. Because of the City of Santa Clara’s financial interest in the property, City consent is required before this easement can be created.
The entrance to the parking garage for the proposed 1860 Alum Rock project is from the HomeSafe San Jose parking lot drive aisle. As such, 1860 Alum Rock requires shared access easements with HomeSafe San Jose through the parking lot drive aisle. These shared access easements include, but are not necessarily limited to: Vehicular Access, Pedestrian Access, Emergency Access, Ladder Pads Access, Project Landscaping Access, Signage, Solid Waste Receptacle Access, Temporary Construction Access, and Stormwater Drainage. One major benefit of this arrangement is access to 1860 Alum Rock is transferred from Alum Rock Ave, a very busy traffic corridor, to the back of the site through the cul-de-sac at Kentucky Place. Seven parking spots on the HomeSafe San Jose site would be lost for the easement but would be made up for with seven parking spaces on 1860 Alum Rock accessible to the HomeSafe San Jose site.
It is possible that Catholic Charities will redevelop the HomeSafe San Jose site in the relatively near future as the HomeSafe San Jose site reaches the end of its allocated operational funding. In the case of the redevelopment of the HomeSafe San Jose site, the two sites would share community spaces, property management and service spaces, and other resources seamlessly. HomeSafe San Jose includes a parking lot and drive aisle that naturally divides the two sites and provides access to the rear of 1860 Alum Rock. As the two communities are intended to be intertwined, shared access easements in this zone will be needed for the two developments to function together.
Consenting to the requested easement will facilitate the near-term development of a 100% affordable housing project on the property at 1860 Alum Rock in San Jose. The project will target large families and 50% of the units will be reserved for Rapid Rehousing households. All Rapid Rehousing households will be referred through the County of Santa Clara Office of Supportive Housing office (OSH). The units will be restricted to households in the 30%-50% AMI bracket with a weighted affordability average of 40%.
While this property is not within Santa Clara, it will provide much needed affordable housing for lower income residents, consistent with the City’s values, and comparable to what would be supported by the goals and policies in the City’s General Plan. Consenting to the easement will not impede the current operation of HomeSafe San Jose or in any way be detrimental to the City’s financial interest in that property. Staff therefore recommends that the City Council grant authority to the City Manager to allow the establishment of the easement to facilitate the development of affordable housing.
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 an City of Santa Clara Printed on 6/17/2022Page 2 of 3
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22-698 Agenda Date: 6/21/2022
administrative activity that will not result in direct or indirect physical changes to the environment.
FISCAL IMPACT
There is no fiscal impact, the City as a lender needs to approve easements on the property.
COORDINATION
This memorandum has been coordinated with the Housing Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.
RECOMMENDATION
Authorize the City Manager to negotiate and execute two Consent and Subordination Agreement for an Access Easement Agreement and Stormwater Easement Agreement for HomeSafe San Jose Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Access Easement Agreement w/ Consent and Subordination Agreement
2. Stormwater Easement Agreement w/ Consent and Subordination Agreement City of Santa Clara Printed on 6/17/2022Page 3 of 3
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1 RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:
Charities Housing Development Corporation
of Santa Clara County
1400 Parkmoor Ave., Suite 190
San Jose, CA 95126
Attn: Executive Director
FOR RECORDER’S USE ONLY
APNs: 481-18-064 & 481-18-065
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this “Agreement ”) is made as of _______________, 2022, by and between the HS SAN JOSE, L.P., A California limited partnership (“Grantor”), and ALUM ROCK, L.P., a California limited partnership (“Grantee”), with reference to the following facts:
A. Grantor is the fee owner of certain re al property located in the City of San Jose, California, commonly known as Santa Clara County Assessor Parcel Number 481-18-065, and more particularly described on Exhibit A attached hereto (the “Grantor Property”). The Grantor Property is improved with a 25-unit multifamily housing project and related improvements (the “Grantor Project”), including a parking area containing twenty-seven (27) parking spaces (the “Grantor Parking Spaces”).
B. Grantee is the fee owner of certain real property located in the City of San Jose, California, commonly known as Santa Clara County Assessor Parcel Number 481-18-064, and more particularly described on Exhibit B attached hereto (the “Grantee Property”). Grantee intends to develop a 60-unit multifamily housing project at the Grantee Property (the “Grantee Project”). The Grantee Project shall include an approximately 3,190 square foot commercial space (the “Commercial Space”) on the ground floor.
C. In connection with the construction of the Grantee Project, Grantee intends to construct certain improvements at portions of the Grantor Property for the purpose of creating vehicular and pedestrian access to and from the Grantee Property over the Grantor Property, which improvements (the “Access Improvements”) are depicted on Exhibit C attached hereto (the “Access Improvements Plans”). As part of such work (the “Access Improvements Work”), Grantee intends to (i) remove fifteen (15) Grantor Parking Spaces located near the northern boundary of the Grantor Property, as identified on Exhibit D (the “Removed Parking Spaces”) and construct the Access Improvements in their place, (ii) install fifteen (15) replacement parking spaces, as identified on Exhibit C (the “Replacement Parking Spaces”), which shall be reserved for the use of the Grantor Parties (as defined below). Two (2) Replacement Parking Spaces shall 2 be located at the Grantor Property and seven (7) Replacement Parking Spaces shall be located at the Grantee Property, as depicted on the Access Improvements Plans.
D. Subject to the terms of this Agreement, each party has agreed to grant to the other party certain easements over its property, as more fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties hereby agree as follows:
1. Grantee Easements.
(a) Subject to terms and conditions of this Agreement, Grantor hereby establishes and grants to Grantee, for the benefit of Grantee, its tenants, subtenants, invitees, agents, employees, contractors, utility and service providers, successors and assigns (collectively, the “Grantee Parties”), and the Grantee Property, the following non-exclusive rights, privileges and appurtenant easements (collectively, the “Grantee Easements”):
(i) A non-exclusive right, privileg e and appurtenant easement for vehicular access (the “Vehicular Access Easement”) over that portion of the Grantor Property described and depicted in Exhibit D attached hereto (the “Vehicular Access Easement Area”).
Without limiting the generality of the foregoing, the Vehicular Access Easement shall include the right of residents and visitors of the Grantee Project to access the Grantee Project over the Vehicular Access Easement Area and the right to load and unload individuals and goods exiting and entering the Grantee Project (including, without limitation, employees, customers and goods entering and exiting the Commercial Space); provided, however, that such right may be limited to not less than one (1) designated loading and unloading area mutually and reasonably approved by both Grantor and Grantee;
(ii) A non-exclusive right, privileg e and appurtenant easement for pedestrian access (the “Pedestrian Access Easement”) over that portion of the Grantor Property described and depicted in Exhibit E attached hereto (the “Pedestrian Access Easement Area, and together with the Vehicular Access Easement Area, the “Easement Areas”). Without limiting the generality of the foregoing, the Pedestrian Access Easement shall include the right of residents and visitors of the Grantee Project to access the Grantee Project over the Pedestrian Access Easement Area;
(iii) A non-exclusive right, privileg e and appurtenant easement for access over the Vehicular Access Easement Area by vehicles and personnel of the San Jose Fire Department and any other emergency services provider (the “Emergency Access Easement”); (iv) A non-exclusive right, privilege and appurtenant easement for the construction, maintenance, repair and replacement of ladder pads for egress windows at the Grantee Project (the “Ladder Pads”) in the locations depicted on Exhibit C (the “Ladder Pads Easement”);
3 (v) A non-exclusive right, privilege and appurtenant easement for the installation, construction, maintenance, repair and replacement of trees and other landscaping (the “Grantee Project Landscaping”) and of accessible pathways (the “Grantee Project Pathways”) within the Vehicular Access Easement Area, as depicted on Exhibit C (the “Landscaping and Pathways Easement”);
(vi) A non-exclusive right, privilege and appurtenant easement for the installation, maintenance, repair and replacement of signage for the Grantee Project (the “Grantee Project Signage”) within the Vehicular Access Easement Area (the “Signage Easement”); provided, however, that the location, size and design of all such Grantee Project Signage shall be subject to the prior approval of Grantor, which approval shall not be unreasonably withheld or delayed;
(vii) A non-exclusive right, privilege and appurtenant easement for the transport of garbage, recycling, green waste and other solid waste receptacles (collectively, the “Solid Waste Receptacles”) to and from the Grantee Project to and from the pickup location located at the Grantor Property and identified on Exhibit C as the “Trash Truck Pickup Location” (the “Solid Waste Receptacle Easement”); provided, however, that no Solid Waste Receptacle shall be transported onto the Grantor Property earlier than 5:00 P.M. on the day before it is scheduled to be picked up or emptied and all Solid Waste Receptacles shall be transported off the Grantor Property no later than 5:00 P.M. on the day they are picked up or emptied; (viii) A non-exclusive right, privil ege and appurtenant easement for access over the Easement Areas by vehicles and personnel of any municipal garbage collection provider (the “Garbage Collection Access Easement”); and (ix) A temporary non-exclusive ri ght, privilege and appurtenant easement for vehicular and pedestrian access over such portions of the Grantor Property as the Grantee Parties may reasonably need to access in order to perform the Access Improvements Work and/or to construct the Grantee Project (the “Temporary Construction Easement”). The Temporary Construction Easement shall commence as of the date the City of San Jose (the “City”) issues building permits authorizing construction of the Access Improvements Work and shall terminate on the date the City issues a final certificate of occupancy for the Grantee Project. (b) Limitations. In exercising their rights under the Grantee Easements, the Grantee Parties shall not unreasonably interfere with the use and enjoyment of the Grantor Property by Grantor, its tenants, subtenants, invitees, agents, employees, contractors, utility and service providers, successors and assigns (collectively, the “Grantor Parties”). Without limiting the generality of the foregoing, no Grantee Party shall be permitted to park in, or obstruct access to, the Grantor Parking Spaces (including the Removed Parking Spaces, prior to the commencement of the Access Improvements Work) or any other portions of the Easement Areas without the prior written consent of Grantor, which it may grant or withhold in its sole and absolute discretion.
(c) No Parking Rights. The Vehicu lar Access Easement, Emergency Access Easement, Garbage Collection Easement and Temporary Construction Easement are grants of access rights only, and do not grant to the Grantee Parties the right to use any Parking Spaces 4 located at the Grantor Property (other than the Removed Parking Spaces, which Grantee shall replace with the Replacement Parking Spaces).
2. Grantor Easements.
(a) Subject to terms and conditions of this Agreement, Grantee hereby establishes and grants to Grantor, for the benefit of the Grantor Parties and the Grantor Property, the following non-exclusive rights, privileges and appurtenant easements (collectively, the “Grantor Easements,” and together with the Grantee Easements, the “Easements”):
(i) A non-exclusive right, privilege and appurtenant easement for the use of the Replacement Parking Spaces located at the Grantee Property; and (ii) A non-exclusive right, privileg e and appurtenant easement for pedestrian and vehicular access over a portion of the Grantee Property, identified on Exhibit C as the area within the “Limit of Shared Access on 1860 Alum Rock Ave.”, as necessary for the use of the Replacement Parking Spaces located at the Grantee Property. (b) Limitations. Parking at the Replace ment Parking Spaces shall be reserved for residents of the Grantor Project and the other Grantor Parties; however, Grantee shall have the right to temporarily block the Grantor Parties’ thereof as reasonably necessary to perform Grantee’s maintenance obligations with respect thereto. Subject to the immediately preceding sentence, in exercising their rights under the Grantor Easements, the Grantor Parties shall not unreasonably interfere with the use and enjoyment of the Grantee Property by the Grantee Parties. Without limiting the generality of the foregoing, no Grantor Party shall be permitted to park in, or obstruct access to, any parking spaces located at the Grantee Property (other than the Replacement Parking Spaces located at the Grantee Project) without the prior written consent of Grantee, which it may grant or withhold in its sole and absolute discretion.
3. Access Improvements Work; Installation of Encroaching Grantee Project Improvements.
(a) Grantee shall perform all Access Improvements Work (including, without limitation, the installation of the Replacement Parking Spaces) at its sole cost and expense, in a good and workmanlike manner, in accordance with the Access Improvements Plans (with such revisions as may be reasonably approved by Grantor) and in compliance with all applicable laws, and shall cooperate with Grantor to perform such work at such times as to not unreasonably interfere with the use and enjoyment of the Grantor Property by the Grantor Parties. Upon the completion of the Access Improvement Work, Grantee shall, at its sole cost and expense, repair any damage to the Grantor Property caused by such work. (b) Grantee shall install and/or cons truct all Ladder Pads, Grantee Project Landscaping, Grantee Project Pathways and Grantee Project Signs (collectively, the “Encroaching Grantee Project Improvements”) at its sole cost and expense, in a good and workmanlike manner, and in compliance with all applicable laws, and shall cooperate with Grantor to perform such installation and construction work at such times as to not unreasonably interfere with the use and enjoyment of the Grantor Property by the Grantor Parties. Following 5 the installation of the Encroaching Grantee Project Improvements, Grantee shall, at its sole cost and expense, repair any damage to the Grantor Property caused by such installation work. (c) Grantee shall keep the Grantor Pr operty free and clear of all liens and other encumbrances arising out of the Access Improvements Work, the installation and/or construction of the Encroaching Grantee Project Improvements and the other activities of the Grantee Parties under this Agreement. Grantee shall pay, when due, all claims for labor or materials furnished to Grantee at or for use in connection with the Grantor Property. In the event that Grantee fails to remove any such liens against the Grantor Property within ten (10) business days after receipt of a written demand from Grantor, then Grantor may remove such liens and Grantee shall reimburse Grantor, on demand, for all reasonable costs incurred by Grantor in connection therewith.
4. Maintenance and Repair Obligations.
(a) Obligations of Grantee. Grantee shal l, at its sole cost and expense, keep maintain all Access Improvements (including, without limitation, the Replacement Parking Spaces located at the Grantee Property, but excluding the Replacement Parking Spaces located entirely at the Grantor Property) and all Encroaching Grantee Project Improvements in good condition and repair. Additionally, Grantee shall, at its sole cost and expense, repair any extraordinary damage to the Grantor Property caused by the acts or omissions of the Grantee Parties. In the event that Grantee fails to complete any maintenance or repair work set forth in this Section 4(a) within twenty (20) business days after receipt of a written demand from Grantor, then Grantor may complete such work and Grantee shall reimburse Grantor, on demand, for all reasonable costs incurred by Grantor in connection therewith. (b) Obligations of Grantor. Grantor shall be responsible for keeping and maintaining the Shared Improvements (as defined below) in good condition and repair; provided, however, that Grantee shall reimburse Grantor for Grantee’s Share (as defined below) of costs incurred by Grantor for routine and ordinary maintenance of the Shared Improvements, as set forth in Section 4(c) below. Following the installation thereof by Grantee, Grantor shall also be solely responsible, at its sole cost and expense, for the maintenance of the Replacement Parking Spaces located entirely at the Grantor Property). Additionally, Grantor shall, at its sole cost and expense, repair any extraordinary damage to the Shared Improvements, Access Improvements or Encroaching Grantee Project Improvements caused by the acts or omissions of the Grantor Parties. In the event that Grantee fails to complete any maintenance or repair work set forth in this Section 4(b) within twenty (20) business days after receipt of a written demand from Grantee, then Grantee may complete such work and Grantor shall reimburse Grantee, on demand, for all reasonable costs incurred by Grantee in connection therewith. As used herein, the “Shared Improvements” shall mean all improvements located in the Easement Areas that are shared by the Grantor Parties and Grantee Parties and which do not constitute Access Improvements or Encroaching Grantee Project Improvements (e.g., the paved driveway connecting the entrance to the Grantor Project to the Access Improvements). (c) Reimbursements for Routine Maintenan ce Costs. Within ten (10) business days after receiving a written statement from Grantor setting forth any costs incurred by Grantor for the routine or ordinary maintenance of the Shared Improvements (a “Routine Maintenance 6 Statement”), Grantee shall reimburse Grantor for Grantee’s Share of such costs. Grantor shall not deliver a Routine Maintenance Statement more often than once per month, and each Routine Maintenance Statement shall be accompanied by invoices, receipts or other reasonable evidence of the costs set forth in such Routine Maintenance Statement. “Grantee’s Share” shall be a fraction, the numerator of which is the total number of completed residential units in the Grantee Project, and the denominator of which is the total number of completed residential units in both the Grantee Project and the Grantor Project.
5. Character of Easements. This Agreement shall be recorded by the parties in the Official Records of Santa Clara County (the “Official Records”). The Easements shall be non- exclusive and perpetual in duration (other than the Temporary Construction Easement, which shall terminate as provided herein), unless terminated by an agreement executed by the owners of the Grantor Property and the Grantee Property and recorded in the Official Records. All provisions, agreements, rights, powers, covenants, conditions and obligations contained in this Agreement shall constitute covenants running with the land pursuant to Section 1468 of the California Civil Code, as may be amended from time to time, and shall be binding upon and inure to the benefit of the parties, their respective heirs, successors and assigns, and all other persons acquiring all or any portion of any party’s interest in the property described herein whether by sale, operation of law, foreclosure, deed in lieu of foreclosure, or in any manner whatsoever.
6. Grantee Indemnity and Insurance.
(a) To the maximum extent permitted by law, Grantee agrees to indemnify, defend and hold Grantor, its partners, members, officers, employees, contractors, agents, successors and assigns (collectively, the “Grantor Indemnitees”) harmless from and against all losses, actions, demands, damages, claims, costs and expenses (including, but not limited to, expert witness fees and attorneys’ fees and costs) and liabilities of whatever kind or nature (collectively, “Claims”) arising from or are in any way connected with the activities of the Grantee Parties under this Agreement or the entry on or use of the Grantor Property by the Grantee Parties, except and to the extent resulting from the gross negligence or willful misconduct of any of the Grantor Indemnitees.
(b) Grantor shall not be liable to the Grantee Parties for, and Grantee hereby waives and releases Grantor from, any and all Claims arising from or are in any way connected with the activities of the Grantee Parties under this Agreement or the entry on or use of the Grantor Property by the Grantee Parties, except and to the extent resulting from the gross negligence or willful misconduct of any of the Grantor Indemnitees. (c) Grantee shall at all times maintain a public liability and property damage insurance policy in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the general aggregate, insuring against all liabilities of Grantee under this Agreement. Such insurance shall be obtained and maintained with an insurer with a current AM Best’s Rating of at least “A-VIII,” or an equivalent industry rating, shall name Grantor (and, upon the written request of Grantor, any lender or investor limited partner of Grantor) as an additional insured and certificate holder thereunder on a primary, noncontributory basis, and shall a include a waiver of subrogation endorsement for the benefit of Grantor (and, if 7 applicable, any lender or investor limited partner of Grantor). At Grantor’s request, Grantee shall provide Grantor with certificate(s) of insurance evidencing Grantee’s compliance with the foregoing insurance requirements.
(d) The provisions of this Section 6 shal l survive the expiration or termination of this Agreement.
7. Grantor Indemnity and Insurance.
(a) To the maximum extent permitted by law, Grantor agrees to indemnify, defend and hold Grantee, its partners, members, officers, employees, contractors, agents, successors and assigns (collectively, the “Grantee Indemnitees”) harmless from and against all Claims arising from or are in any way connected with the activities of the Grantor Parties under this Agreement or the entry on or use of the Grantee Property by the Grantor Parties, except and to the extent resulting from the gross negligence or willful misconduct of any of the Grantee Indemnitees.
(b) Grantee shall not be liable to the Grantor Parties for, and Grantor hereby waives and releases Grantee from, any and all Claims arising from or are in any way connected with the activities of the Grantor Parties under this Agreement or the entry on or use of the Grantee Property by the Grantor Parties, except and to the extent resulting from the gross negligence or willful misconduct of any of the Grantee Indemnitees. (c) Grantor shall at all times maintain a public liability and property damage insurance policy in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the general aggregate, insuring against all liabilities of Grantor under this Agreement. Such insurance shall be obtained and maintained with an insurer with a current AM Best’s Rating of at least “A-VIII,” or an equivalent industry rating, shall name Grantee (and, upon the written request of Grantee, any lender or investor limited partner of Grantee) as an additional insured and certificate holder thereunder on a primary, noncontributory basis, and shall a include a waiver of subrogation endorsement for the benefit of Grantee (and, if applicable, any lender or investor limited partner of Grantee). At Grantee’s request, Grantor shall provide Grantee with certificate(s) of insurance evidencing Grantor’s compliance with the foregoing insurance requirements.
(d) The provisions of this Section 7 shal l survive the expiration or termination of this Agreement.
8. Amendments. This Agreement may be am ended or otherwise modified only by a writing signed by Grantor and Grantee and recorded in the Official Records.
9. Default. The failure by a party to perfo rm any covenant or obligation of such party hereunder and to cure such non-performance within thirty (30) days after written notice by the other party shall constitute a default hereunder, provided that if more than thirty (30) days are reasonably required for such cure, no event of default shall occur if the non-performing party commences such cure within such period and diligently prosecutes such cure to completion.
Upon a default the aggrieved party shall be entitled to all remedies, legal and equitable, allowed by law, except termination of the Easements herein granted. Any cure of a default tendered by a 8 lender or investor limited partner of the defaulting party shall be accepted by the non-defaulting party on the same basis as if tendered by the defaulting party.
10. No Waivers. No failure on the part of a party to this Agreement to enforce any provision hereof with respect to any particular set of facts or circumstances shall be deemed a waiver of the right to enforce that provision or any other provision at a later time or in connection with the same or any other set of facts or circumstances. To be enforceable, any waiver of a party’s rights must be in writing signed by the party waiving such rights.
11. No Merger. The easements and cove nants described and created by this Agreement shall not be extinguished by merger of any or all of the ownership interests in any one person or entity.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the above easements. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect.
13. No Third-Party Beneficiaries. The pr ovisions of this Agreement are for the exclusive benefit of the parties and their successors and assigns. This Agreement shall not be deemed to confer any rights upon members of the public or any person except the parties and their successors and assigns.
14. Attorneys Fees. If either party brings an action or proceeding against the other by reason of a default, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including but not limited to experts’ fees and reasonable attorneys’ fees and costs, which shall be payable whether or not such action is prosecuted to judgment.
15. Notices. Every notice, approval, consen t or other communication authorized or required by this instrument shall not be effective unless the same shall be in writing, and it shall be deemed to have been given upon actual receipt or refusal of delivery when deposited postage prepaid in the United States Mail registered or certified, return receipt requested, to the other party at the address below or such address as either party may designate by notice given from time to time in accordance with this paragraph:
To Grantor: c/o Charities Housing Development
Corporation of Santa Clara County
1400 Parkmoor Ave., Suite 190
San Jose, CA 95126
Attn: Executive Director
To Grantee: c/o Charities Housing Development
Corporation of Santa Clara County
1400 Parkmoor Ave., Suite 190
San Jose, CA 95126
Attn: Executive Director
9 All notices shall be effective on receipt by the addressee and shall be deemed received at the earlier of actual receipt or three (3) business days following mailing.
Following receipt by a party of a notice from the other party’s investor limited partner questing to be copied on notices to such other party, the first party shall deliver copies of all notices to such other party to such investor limited party at the address designated by such investor limited partner.
16. Effect of Breach. No breach of any pr ovision of this Agreement shall invalidate the lien of any mortgage made in good faith and for value, but all covenants, conditions and restrictions shall be binding on any owner whose title is derived through foreclosure sale, trustee’s sale, or otherwise.
17. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
18. Miscellaneous.
(a) If any provision hereof shall be held invalid or unenforceable, the remainder hereof shall not be affected thereby, and each provision hereof shall be valid and enforceable to the fullest extent permitted by law.
(b) Time is of the essence with resp ect to the performance of every provision of this Agreement in which time of performance is a factor. (c) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one document. [Signatures on Following Page]
10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
GRANTOR:
HS SAN JOSE, L.P., a California limited partnership
By: Caritas Housing, a California nonprofit public benefit corporation, its general partner
B y :
Daniel Wu, Executive Director
By: LifeMoves, a California nonprofit public benefit
corporation, its general partner
B y :
N a m e :
Title:
GRANTEE:
ALUM ROCK, L.P., a California limited partnership
By: Alum Rock Charities LLC, a California limited
liability company, its general partner
By: Charities Housing Development Corporation of
Santa Clara County, a California nonprofit public
benefit corporation, its sole member/manager
B y :
Daniel Wu, Executive Director
[SIGNATURES MUST BE NOTARIZED]
11 State of California )
) s s .
County of ___________________________ )
On __________________________, before me, _____________________________, a Notary Public, personally appeared , who
proved to me on the basis of satisfactory eviden ce to be the person(s) whose name(s) is/are subscribed to the within instru ment and acknowledged to me that he/she/they executed the same in his/her/their authorized capaci ty(ies), and that by his/her/thei r signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of th e State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
S i g n a t u r e (Seal)
State of California )
) s s .
County of ___________________________ )
On __________________________, before me, _____________________________, a Notary Public, personally appeared , who
proved to me on the basis of satisfactory eviden ce to be the person(s) whose name(s) is/are subscribed to the within instru ment and acknowledged to me that he/she/they executed the same in his/her/their authorized capaci ty(ies), and that by his/her/thei r signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under penalty of perjury under the laws of th e State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
S i g n a t u r e (Seal)
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.
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.
EXHIBIT A
LEGAL DESCRIPTION OF GRANTOR PROPERTY
Real property in the City of San Jose, County of Santa Clara, State of California, described as follows:
Lot 2, as shown upon that certain Parcel Map which was filed for record on August 24, 2001 in Book 742 of Maps, at Page(s) 3 and 4 in the Office of the Recorder of the County of Santa Clara, State of California.
APN: 481-18-065
EXHIBIT B
LEGAL DESCRIPTION OF GRANTEE PROPERTY
Real property in the City of San Jose, County of Santa Clara, State of California, described as follows:
Lot 1, as shown upon that certain Parcel Map which was filed for record on August 24, 2001 in Book 742 of Maps, at Page(s) 3 and 4 in the Office of the Recorder of the County of Santa Clara, State of California.
APN: 481-18-064
EXHIBIT C
ACCESS IMPROVEMENTS PLANS
[Attached]
ALUM ROCK AVENUE
1 2 3 4 5 6 7
NEW ACCESSIBLE PATH OF
TRAVEL FROM KENTUCKY
PL. (PUBLIC R.O.W.)
NEW STRIPING
AND CURB
AT EXISTING
PARKING LOT
REPLACEMENT PARKING
SPACES AND CURB
AT EXISTING PARKING LOT
8 9
(2) LADDER PADS WITHIN
EA
SEMENT FOR FIRE DEPT
EGRESS WINDOW ACCESS
NEW AND REMOVED TREES
TRASH REMOVAL ROUTE
A
ND TRASH TRUCK
PICKUP LOCATION
PROPERTY LINE
NEW PARKING GARAGE ACCESS,
FIRE LANE & TRASH ACCESS LANE
AT EXISTING HOMESAFE DRIVE AISLE
EXISTING HOMESAFE
PROPERTY
(UNDER SAME OWNERSHIP)
ACCESS EASEMENT
6 8' - 11" SHARED
ACCESS ESMT.
4 6' - 5" VEHICLE
SCOPE OF WORK WITHIN SHARED ACCESS AND VEHICULAR EASEMENT:
RECONFIGURE EXISTING CURB, LANDSCAPING, SIGNAGE, AND STALL STRIPING ALONG NORTH SIDE OF EXISTING PARKING LOT. ADD SIDEWALK,
CURB, AND CURB RAMP TO PROVIDE ACCESSIBLE PATH OF TRAVEL FROM KENTUCKY PL. (PUBLIC ROW) ALONG EXISTING HOMESAFE SIDEWALK.
LIMIT OF SHARED ACCESS
ON 1860 ALUM ROCK AVE.
N
TRASH ROOM
Exhibit 'C' - Access Improvements
1860 Alum Rock Ave.
Permit No. 21-058147 TM
Shared Access Easement 'Exhibit C'
March 30, 2022
i---7-----r~-r-~-~-~-~-~
-~ --------------~-----------------
---
n
□ □ □
EXHIBIT D
VEHICULAR ACCESS EASEMENT AREA
[See Attached]
Sheet 1 of 2
EX
HIBIT ‘D’
Legal Description
Vehicular Access Easement Area
Real property situated in the City of San Jose, County of Santa Clara, State of California, being more particularly described as follows:
Being a portion of Lot 2 as shown on that certain Parcel Map, filed for record on August 24, 2001, in Book 742 of Maps, at Pages 3-4, Santa Clara County Records. Said portion being described as follows:
Beginning at the northeasterly corner of said Lot 2 ; thence along the easterly line of said Lot 2, South 30°40’00” East 46.39 feet; thence leaving said easterly l ine, South 59°20’00” West 163.95
fee
t; thence North 30 °40’00” West 5.59 feet; thence South 59 °20’00” West 29.32 feet to a point on
the westerly line of said Lot 2, along a non-tangent curve to the left having a radial bearing of South 56°51’17” West and a radius of 39.00 feet through a centr al angle of 59°07’27” for an arc len
gth of 40.24 feet to a point of reverse curvature; thence along a tangent curve to the right having a radius of 23.00 feet through a central angle of 30 °01’38” for an arc length of 12.05 feet to the nor
therly line of said Lot 2; thence along said northerly line, North 59 °20’00” East 222.34 feet to the
northerly corner of said Lot 2 and the Point of Beginning.
Said described easement area containing an area of 9,212 square feet (0.211 acres), more or less.
Attached hereto is an exhibit labeled “Plat to Accompany Legal Description: Vehicular Access Easement” and by this reference is made a part hereof.
Kevin R. Weiss Date
LOT 2
742 M 3
SITE
1731 Technology Drive, Ste #880
San Jose, CA 95110
Phone: (408) 286-4555
www.jmhweiss.com
PLAT TO ACCOMPANY LEGAL
DESCRIPTION
KENTUCKY PLACE
LEGEND & ABBREVIATIONS
VICINITY MAP
# 007139
C
POINT OF
BEGINNING
S 30°40'00" E 265.00'
----- /1
'
~ 't---------1
I SIX (6) PARKING SPACES
I TO BE REMOVED
NTS
~
LOT/ ~ - - - - PROPERTY LINE - SITE
142 M 3C'i
Ll,J
- - - - PROPERTY LINE - ADJ PARCELS
- EXISTING EASEMENT LINE
It
c:,
~1
- - - NEW EASEMENT LINE
c:, ----- EXISTING STRIPING
~I
~
----- EXISTING CURB
PARCEL /
821 M 3
R=J9.00'
0=59°07'27"
L=40.24'
~ ~ a ["'.1
N <
N 30°40'0 "W
NINE (9) PARKING SPACES TO
BE REMOVED & REPLACED
I WITH SIX (6) NEW SPACES
I 559 ,~s 59·20·00" w
I 29.32'
-----
R=23.00' 0=30°01 'JB"
N 2i45'28" E {R}
VEHICULAR ACCESS EASEMENT
S 56°51'17" W {R)
A?N
48/-/8-088
1(2 M 3}
L=12.05'
)
0 N
., -;::, 1---------r---------t
N N JOB NO. 5190 BY: AL
o 15' JO' 60'
...__i _I_I __ ___.I
SCALE: 1 • = JO'
KEVIN R. WEISS, LS. 7139
DATE
EXHIBIT E
PEDESTRIAN ACCESS EASEMENT AREA
[See Attached]
Sheet 1 of 2
EX
HIBIT ‘E’
Legal Description
Pedestrian Access Easement Area
Real property situated in the City of San Jose, County of Santa Clara, State of California, being more particularly described as follows:
Being a portion of Lot 2 as shown on that certain Parcel Map, filed for record on August 24, 2001, in Book 742 of Maps, at Pages 3-4, Santa Clara County Records. Said portion being described as follows:
Beginning at the northeasterly corner of said Lot 2 ; thence along the easterly line of said Lot 2, South 30°40’00” East 68.88 feet; thence leaving said easterly l ine, South 59°20’00” West 171.23
fee
t to a point on a westerly line of said Lot 2; thence along said westerly line, North 30 °40’00” Wes
t 13.88 feet; thence continuing along said westerly lines along the following courses:
1. South 59°20’00” West 24.06 feet;
2. a
long a non-tangent curve to the left having a radial bearing of South 78°01’59” West and
a radius of 39.00 feet through a central angle of 80 °18’09” for an arc length of
54.6 6 feet to a point of reverse curvature;
3. along a tangent curve to the right having a radius of 23.00 feet through a central angle of 30°01’38” for an arc length of 12.05 feet to the northerl y line of said Lot 2;
Thence along said northerly line, North 59°20’00” East 222.34 feet to the northerly corner of sai d Lot 2 and the Point of Beginning.
Said described easement area containing an area of 13,424 square feet (0.308 acres), more or less.
Attached hereto is an exhibit labeled “Plat to Accompany Legal Description: Pedestrian Access Easement Area” and by this reference is made a part hereof.
Kevin R. Weiss Date
LOT 2
742 M 3
LEGEND & ABBREVIATIONS
VICINITY MAP
SITE
1731 Technology Drive, Ste #880
San Jose, CA 95110
Phone: (408) 286-4555
www.jmhweiss.com
EXHIBIT 'B': PLAT TO ACCOMPANY
LEGAL DESCRIPTION
# 007139
C
POINT OF
BEGINNING
KENTUCKY PLACE
S 30·40'00 11 E 265.00'
-~- 68,88'
.,,--1--- - - -
PEDESTRIAN ACCESS
EASEMENT AREA I NTS
ARfA=TJ,424± SF -J ~
(0.JOB±AC) I ~ '
~
LOT J ~
742 M 3 ~
t...i
PARCEL J
827 M 3
~ ~ a ["'.1
• c:, ~,
c:,
~,
~
<:
N 30·40'00" W 13.88'
R=J9.00'
D=80.18'09"
L=54.66'
R=2~00' D=J0~1~8"
N 2i45'28" E {R)
N < PEDESTRIAN ACCESS EASEMENT AREA
0 N
., -;::, --------r---------t
N N JOB NO. 5190 BY: AL
I~
- - - - PROPERTY LINE - SITE
- - - - PROPERTY LINE - ADJ PARCELS c:, - EXISTING EASEMENT LINE I~
~ - - - NEW EASEMENT LINE
~
I (/)
S 59·20'00" W 24.06'
S 78.01'59" W {R)
APN
48!-JB-088
1(2 M 3)
L=12.05'
)
o 15' JO' 60'
.___i _I IL---_ ____.I
SCALE: 111 = JO'
KEVIN R. WEISS, LS. 7139
DATE
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under those certain deeds of trust recorded in the Official Records of Santa Clara County, California on August 24, 2001, under Serial Number 15841282, and on February 13, 2003, under Serial Number 16820332 (together, the “Deeds of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deeds of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deeds of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
CITY OF SAN JOSE, a municipal corporation
B y :
N a m e :
Title:
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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under that certain deed of trust recorded in the Official Records of Santa Clara County, California on February 13, 2003, under Serial Number 16820335 (the “Deed of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deed of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deed of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
CITY OF SANTA CLARA, a municipal corporation
B y :
N a m e :
Title:
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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under that certain deed of trust recorded in the Official Records of Santa Clara County, California on February 13, 2003, under Serial Number 16820336 (the “Deed of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deed of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deed of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
COUNTY OF SANTA CLARA, a political subdivision of the State of California
B y :
N a m e :
Title:
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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under that certain deed of trust recorded in the Official Records of Santa Clara County, California on March 25, 2022, under Serial Number 25268381 (the “Deed of Trust”), encumbering all or a portion of the real property described as the “Grantee Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deed of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deed of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
COUNTY OF SANTA CLARA, a political subdivision of the State of California
B y :
N a m e :
Title:
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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
1 RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:
Charities Housing Development Corporation
of Santa Clara County
1400 Parkmoor Ave., Suite 190
San Jose, CA 95126
Attn: Executive Director
FOR RECORDER’S USE ONLY
APNs: 481-18-064 & 481-18-065
STORMWATER EASEMENT AGREEMENT
THIS STORMWATER EASEMENT AGREEMENT (this “Agreement”) is made as of _______________, 2022, by and between HS SAN JOSE, L.P., a California limited partnership (“Grantor”), and ALUM ROCK, L.P., a California limited partnership (“Grantee”), with reference to the following facts:
A. Grantor is the fee owner of certain real property located in the City of San Jose, California, commonly known as Santa Clara County Assessor Parcel Number 481-18-065, and more particularly described on Exhibit A attached hereto (the “Grantor Property”).
B. Grantee is the fee owner of certain real property located in the City of San Jose, California, commonly known as Santa Clara County Assessor Parcel Number 481-18-064, and more particularly described on Exhibit B attached hereto (the “Grantee Property”).
C. Subject to the terms of this Agreement, Grantor has agreed to grant a stormwater drainage easement to Grantee over portions of the Grantor Property.
NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties hereby agree as follows:
1. Easement. Subject to terms and conditions of this Agreement, Grantor hereby establishes and grants to Grantee, its successors and assigns (collectively, the “Grantee Parties”), and the Grantee Property, a non-exclusive right, privilege and appurtenant easement for stormwater drainage purposes over, under, across and through those portions of the Grantor Parcel more particularly described on Exhibit C attached hereto (the “Stormwater Easement”).
The Stormwater Easement shall burden the Grantor Parcel and benefit the Grantee Parcel.
4. Character of Easement. This Agreement shall be recorded by the parties in the Official Records of Santa Clara County (the “Official Records”). The Stormwater Easement shall be non-exclusive and perpetual in duration, unless terminated by an agreement executed by 2 the owners of the Grantor Property and the Grantee Property and recorded in the Official Records. All provisions, agreements, rights, powers, covenants, conditions and obligations contained in this Agreement shall constitute covenants running with the land pursuant to Section 1468 of the California Civil Code, as may be amended from time to time, and shall be binding upon and inure to the benefit of the parties, their respective heirs, successors and assigns, and all other persons acquiring all or any portion of any party’s interest in the property described herein whether by sale, operation of law, foreclosure, deed in lieu of foreclosure, or in any manner whatsoever.
3. Indemnity. To the maximum extent permitted by law, Grantee agrees to indemnify, defend and hold Grantor, its partners, members, officers, employees, contractors, agents, successors and assigns (collectively, the “Grantor Indemnitees”) harmless from and against all losses, actions, demands, damages, claims, costs and expenses (including, but not limited to, expert witness fees and attorneys’ fees and costs) and liabilities of whatever kind or nature (collectively, “Claims”) arising from or are in any way connected with the activities of the Grantee Parties under this Agreement or the entry on or use of the Grantor Property by the Grantee Parties, except and to the extent resulting from the gross negligence or willful misconduct of any of the Grantor Indemnitees. The provisions of this Section 3 shall survive the expiration or termination of this Agreement.
4. Amendments. This Agreement may be amended or otherwise modified only by a writing signed by Grantor and Grantee and recorded in the Official Records.
5. No Merger. The easement and covenants described and created by this Agreement shall not be extinguished by merger of any or all of the ownership interests in any one person or entity.
6. No Third-Party Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the parties and their successors and assigns. This Agreement shall not be deemed to confer any rights upon members of the public or any person except the parties and their successors and assigns.
7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
8. Miscellaneous.
(a) If any provision hereof shall be held invalid or unenforceable, the remainder hereof shall not be affected thereby, and each provision hereof shall be valid and enforceable to the fullest extent permitted by law.
(b) Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. (c) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one document.
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
GRANTOR:
HS SAN JOSE, L.P., a California limited partnership
By: Caritas Housing, a California nonprofit public benefit corporation, its general partner
By:
Daniel Wu, Executive Director
By: LifeMoves, a California nonprofit public benefit
corporation, its general partner
By:
Name:
Title:
GRANTEE:
ALUM ROCK, L.P., a California limited partnership
By: Alum Rock Charities LLC, a California limited
liability company, its general partner
By: Charities Housing Development Corporation of
Santa Clara County, a California nonprofit public
benefit corporation, its sole member/manager
By:
Daniel Wu, Executive Director
[SIGNATURES MUST BE NOTARIZED]
4 State of California )
) ss.
County of ___________________________ )
On __________________________, before me, _____________________________, a Notary Public, personally appeared , 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 ac knowledged to me that he/sh e/they executed the same in his/her/their authorized capacity(ies), and that b y 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.
I cert ify unde r penalty of perjur y un der the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California )
) ss.
County of ___________________________ )
On __________________________, before me, _____________________________, a Notary Public, personally appeared , 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 capa city(ies), and that b y 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.
I cert ify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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 .
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.
EXHIBIT A
LEGAL DESCRIPTION OF GRANTOR PROPERTY
Real property in the City of San Jose, County of Santa Clara, State of California, described as follows:
Lot 2, as shown upon that certain Parcel Map which was filed for record on August 24, 2001 in Book 742 of Maps, at Page(s) 3 and 4 in the Office of the Recorder of the County of Santa Clara, State of California.
APN: 481-18-065
EXHIBIT B
LEGAL DESCRIPTION OF GRANTEE PROPERTY
Real property in the City of San Jose, County of Santa Clara, State of California, described as follows:
Lot 1, as shown upon that certain Parcel Map which was filed for record on August 24, 2001 in Book 742 of Maps, at Page(s) 3 and 4 in the Office of the Recorder of the County of Santa Clara, State of California.
APN: 481-18-064
EXHIBIT C
STORMWATER EASEMENT
[Attached]
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under those certain deeds of trust recorded in the Official Records of Santa Clara County, California on August 24, 2001, under Serial Number 15841282, and on February 13, 2003, under Serial Number 16820332 (together, the “Deeds of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deeds of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deeds of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
CITY OF SAN JOSE, a municipal corporation
By:
Name:
Title:
A notary public or other officer completing this certificate verifies only the iden tity 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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under that certain deed of trust recorded in the Official Records of Santa Clara County, California on February 13, 2003, under Serial Number 16820335 (the “Deed of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deed of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deed of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
CITY OF SANTA CLARA, a municipal corporation
By:
Name:
Title:
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 )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
LENDER CONSENT AND SUBORDINATION
The undersigned is the beneficiary under that certain deed of trust recorded in the Official Records of Santa Clara County, California on February 13, 2003, under Serial Number 16820336 (the “Deed of Trust”), encumbering all or a portion of the real property described as the “Grantor Property” in the within EASEMENT AGREEMENT.
The undersigned beneficiary under the Deed of Trust hereby consents to the within EASEMENT AGREEMENT and hereby subordinates the lien of said Deed of Trust to the provisions of this EASEMENT AGREEMENT.
Dated: ________________, 2022
COUNTY OF SANTA CLARA, a political subdivision of the State of California
By:
Name:
Title:
A notary public or other officer completing this certificate verifies only the identity of the individual who s igned the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of )
On_____________ before me, __________________, Notary Public, personally appeared, , who proved to me 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature_____________________________
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-492 Agenda Date: 6/21/2022
REPORT TO COUNCIL
SUBJECT
Action on Amendment No. 1 to Extend the Term of the Agreement with Universal Site Services, Inc. for Cleaning Services at the Santa Clara Convention Center Complex - Maintenance District No. 183
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The Department of Public Works (DPW) Facilities Services Division (Facilities) oversees maintenance and repairs for approximately 1,100,000 square feet of buildings throughout the City, which includes services at the Santa Clara Convention Center Complex - Maintenance District No. 183 (MD 183). In order provide services in a timely and efficient manner, Facilities utilizes vendors to assist with the workload.
Site services at MD 183 include regular cleaning of public areas such as exterior handrails, stairways, elevators, and benches, as well as litter can collection, trash clean-up, walkway cleaning and optional power washing, which has been temporarily suspended due to the drought. In 2017, a competitive Request for Proposals (RFP) was conducted and through this process, Universal Site Services, Inc. (Universal) was selected and awarded a five-year contract.
DISCUSSION
The current agreement with Universal terms out on June 30, 2022 and DPW is requesting to extend the term of the agreement for one additional year with no increase to the contract amount. This extension will allow staff the ability to align these services with another site services agreement for City Hall and other City facilities that will be terming out on June 30, 2023.
Staff plans to procure these services for MD 183, City Hall and other City facilities under one competitive RFP. Combining these work efforts under one agreement will leverage the City’s spend and create bidding and contract management efficiencies which is helpful given the City’s current budget and staffing situation. In order to do this, it will be necessary to extend the agreement with Universal by one year ending on June 30, 2023 so that both agreements are on the same cycle.
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(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
City of Santa Clara Printed on 6/17/2022Page 1 of 2
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22-492 Agenda Date: 6/21/2022
FISCAL IMPACT
No increase in funding is required. The amount to be paid to Universal Site Services, Inc. for the one- year extension will be covered with funds from the original agreement. There was lower spending over the term of the agreement due to COVID-19 and drought restrictions.
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.
RECOMMENDATION
Authorize the City Manager to execute Amendment No. 1 to the Agreement with Universal Site Services, Inc. for Santa Clara Convention Center Complex - Maintenance District No. 183 to extend the term of the agreement for one year ending on June 30, 2023, with no increase in the contract amount.
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Amendment No. 1
2. Agreement with Universal Site Services
City of Santa Clara Printed on 6/17/2022Page 2 of 2
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Amendment No. 1 to Agreement/Universal Site Services, Inc. Page 1 Rev. 10/25/19
EBIX Insurance No. S200004354
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Universal Site Services, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for the Performance of Services by and between the City of Santa Clara, California, and Universal Site Services, Inc. for the 2017-2022 Janitorial and Pressure Washing Services at the Santa Clara Convention Center Complex, dated June 19, 2017 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide janitorial and pressure washing services, and the Parties now wish to amend the Agreement to extend the term of the Agreement for an additional year through June 30, 2023.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 5 of the Agreement, entitled “Term of Agreement” is amended to read as follows:
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the initial term of this Agreement shall begin on the Effective Date of this Agreement and terminate on June 30, 2023.
2. Exhibit B of the Agreement, entitled “Fee Schedule” is hereby amended to read as shown in Revised Exhibit B, attached herein.
Amendment No. 1 to Agreement/Universal Site Services, Inc. Page 2 Rev. 10/25/19
3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
The 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:
Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
UNIVERSAL SITE SERVICES, INC.
A California corporation
Dated:
By (Signature):
Name: Chris Dickie
Title: Director of Sales and Marketing
Principal Place of
Business Address:
760 East Capitol Avenue
Milpitas, CA 95035
Email Address: [email protected]
Telephone: (800) 647-9337
Fax: (408) 258-0122
“CONTRACTOR”
Amendment No. 1 to Agreement/Universal Site Services, Inc./Revised Exhibit B – Fee Schedule Page 1 Rev. 10/25/19
REVISED EXHIBIT B
FEE SCHEDULE
1. MAXIMUM COMPENSATION
1.1. In no event shall the amount billed to the City by Contractor for services provided pursuant to this Agreement exceed Nine Hundred Sixty-Eight Thousand One Hundred Seventy-Three Dollars and Ninety-Nine Cents ($968,173.99) subject to the appropriation of funds. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.
Amendment No. 1 to Agreement/Universal Site Services, Inc./Revised Exhibit B – Fee Schedule Page 1 Rev. 10/25/19
2. FEE SCHEDULE
2.1. Below is the fee schedule for janitorial services for July 1, 2022 – June 30, 2023:
Employee Mon
Hrs
Tues
Hrs
Wed
Hrs
Thurs
Hrs
Fri
Hrs
Sat
Hrs
Sun
Hrs
Wkly
Hrs Weekly Monthly
Portering 1 8 8 8 8 8 40 $1,380.00 $5,980.00
Portering 2 4 4 4 4 4 20 $690.00 $2,990.00
Portering 3 8 8 16 $552.00 $2,392.00
Portering 4 8 8 16 $552.00 $2,392.00
EBIX Insurance No. S200000277
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
FOR THE 2017-2022 JANITORIAL AND PRESSURE WASHING SERVICES
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Universal Site Services, Inc., a California cotporation, with its principal place of business located at 760 East Capitol Avenue, Milpitas, California 95035 ("Contractor"), and 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"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. City desires to secure 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 ce1tain 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 f011h 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 tenns of this Agreement.
2. SERVICES TO BE PROVIDED.
Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, matedal, equipment, transpmtation, supervision and expe1tise ( collectively referred to as "Services") to satisfactorily complete the work Agreement for the Perfomrnnce of Services/Universal Site Services, Inc.
Rev. 02/01/15
Page I cif!O
required by City at his/her own risk and expense. Services to be provided to City are more fully described in Exhibit A entitled "SCOPE OF SERVICES." AIi 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 Sen;ices within the time limits set forth in the Scope of Services or as mutually dete1mined in writing by the Parties.
B. When City dete1mines 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 dete1mination 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 expe1iise 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. Contractoi· 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, repmis 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 cmrnct, 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 fo1ih in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the initial term of this Agreement shall begin on the Effective Date of this Agreement \Ind terminate on June 30, 2020. The City Manager shall have the option to extend the Agreement for up to two (2) additional te1ms of one (1) year each. The City Manager shall exercise each option by notifying Contractor in writing no later than sixty ( 60) days in advance of the then-c1.11Tent te1m.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/0l/15
Page2 of IO
6. MONITORING OF SERVICES.
City may monitor the Services performed under this Agreement to determine whether Contractor's operation confmms to City policy and to the te1ms of this Agreement. City may also monitor the Services to be performed to dete1mine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.
7. WARRANTY.
Contractor expressly wa11'ants 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 co!1'ect any incomplete, inaccurate, or defective Services at no further cost to City when·defects are due to the negligence, e!1'ors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may inake 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 fue acts and omissions of persons directly employed by it. Contractor will pe1form 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, teclmical 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 fuis 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.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/01/15
Any acceptance by City of plans, specifications, construction contract documei1ts, 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, mies and orders.
11. COMPENSATION AND PAYMENT.
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and se1vices rendered by Contractor at the rate per hour for labor and cost per unit for matetials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Se1vices provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thitty (30) days of City's receipt of invoice.
12. TERMINATION OF AGREEMENT.
Either Patty may tenninate this Agreement without cause by giving the other Patty written notice ("Notice of Termination") which clearly expresses that Patty's intent to terminate the Agreement. Notice of Termination shall become effective no less than thfrty (30) calendar days after a Party receives such notice. After either Patty terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily perfonned 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 hfre subcontractors without express written permission from City.
14. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be constr·ued to be an agreement for the benefit of any thit·d party or patiies and no thit·d patty 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 at·e independent contractors and do not act as agent(s) or employee(s) of City. Contr·actor has full rights, however, to manage its employees in their performance of Se1vices under this Agreement. Contractor is not authorized to bind City to any contr·acts or other obligations.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/01/15
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 shali 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.
17. CONFIDENTIALITY OF MATERIAL.
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other infonnation developed or received by or for Contractor and all other written info1mation submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior Wiitten consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with perfonnance of the Services. Nothing furnished to Contractor which is otheiwise 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 WI"itten 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, repmts and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the prope1ty 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 patties.
20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.
, City, through its authorized employees, representatives or agents shall have the right during the te1m of this Agreement and for three (3) yeat"s 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 te1mination 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.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev, 02/01/15
Contractor shall submit to City any and all repo11s concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's repo11ing requirements to the State and other agencies with respect to Contractor's Services hereunder.
21. CORRECTION OF SERVICES.
Contractor agrees to cmrnct any incomplete, inaccurate or defective Services at no fm1her costs to City, when such defects are due to the negligence, enors or omissions of Contractor.
22. FAIR EMPLOYMENT.
Contractor shall not discriminate against any employee or applicant for employment because ofrace, 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 pennitted by law, Contractor agrees to protect, defend, hold hamtless and indemnify City, its City Council, cohnnissions, officers, employees, volunteers and · agents from and against any claim, injmy, 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, enors, or omissions with respect to or in any way connected with the Services perfo1med by Contractor pursuant to this Agreement.
24. INSURANCE REQUIREMENTS.
During the term of this Agreement, and for any time period set fmih 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 Perfo1mance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defmed 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 Conh·actor. No other lmderstanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the te1ms or obligations of this Agreement. Any verbal agreement shall be considered unofficial inf01mation and is not binding upon City.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/01/15
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 ncit affect the validity of the other provisions, which shall remain in full force and effect.
28. WAIVER.
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be constrned as waiver(s) of any other condition of perfo1mance under this Agreement.
29. NOTICES.
All notices to the Parties shall, unless othe1wise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Building Maintenance
1500 WarbuttonAvenue
Santa Clara, California 95050
or by facsimile at (408) 247-0594
And to Contractor addressed.as follows:
Name:
Address:
Universal Site Services, Inc.
760 East Capitol Avenue
Milpitas, California 95035
or by facsimile at (408) 258-0122
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.
The workday the facsinille 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 refen-ed 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 Dish-ict Coutt, No1thern District of California, San Jose, California.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/01/15
32. DISPUTE RESOLUTION.
A. Unless otherwise muhially agreed to by the Patties, auy controversies between Contractor and City regarding the constrnction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thilty (30) days of the written request of one Patty after the service of that request on the other Party.
B. The Patties may agree on one mediator. If they cannot agree on one mediator, the Patty demanding mediation shall request the Superior Cmut of Santa Clara County to appoint a mediator. TI1e mediation meeting shall not exceed one day ( eight (8) hours). The Patties 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 comt. In the event of mediation which arises out of any dispute related to this Agreement, the Patties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. In the event oflitigation, the prevailing Pmty shall recover its reasonable costs of suit, expett' s fees, and attorney's fees. If mediation does not resolve the dispute, the Patties agree that the matter shall be litigated in a court of law, and not subject to the mbitration provisions of the Public Contracts Code.
33. COMPLIANCE WITH ETIDCAL STANDARDS.
Contractor shall:
A. Read Exhibit D, entitled "ETillCAL STANDARDS FOR CONTRACTORS
SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETIDCAL STANDARDS."
34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Conh·actor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similm· 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 rnlings, or tax payments associated with Contractor's responsibilities under the Act.
35. CONFLICT OF INTERESTS.
This Agreement does not prevent either Patty from entering into similar agreements with other pmties. 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 Agreement for the Perfonilance of Services/Universal Site Services, Inc.
Rev. 02/01/15
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.
36. PROGRESS SCHEDULE .
. The Progress Schedule will be as set f01ih in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable:
37. PREY AILING WAGES.
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, Aiiicles 1-7. Contractor agrees to include prevailing wage requirements in its contracts for the Project. · 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 fo1ih in Contractor's contracts.
This Agreement may be executed in counterpatis, each of which shall be deemed to be an original, but both of which shall constitute one mid the same instrument; and, the Patiies agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Patiies.
Agreement for the Performance of Services/Universal Site Services, Inc.
Rev. 02/01/15
The Parties acknowledge and accept the te1ms 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 Patties that this Agreement shall become operative on the Effective Date.
APPROVED AS TO FORM:
~B DOYLE
\ • Interim City Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: fo , 11 · f 7
~~ RA VBATRA
City Manager
1500 Warbmion Avenue
Santa Clara, CA 95050 ATIES?:kr: Telephone: (408) 615-2210 ROD DIRIDON, JR.
City ~lerk
Fax: ( 408) 241-6771
"CITY"
UNIVERSAL SITE SERVICES, INC.
a California cor m tion
Dated: · S-- d--~) c).0 \
By: ----------,------~c--:1-~~;;:::::~::::::::======-:: (Signature of Person executing the Agreement on behalf of Contractor)
Name: Chris Dickie
Title: Director of Sales and Marketing
Local Address: 760 East Capitol Avenue
Milpitas, California 95035
Email Address: [email protected]
Telephone: ( 800 ) 647-9337
Fax: ( 408) 258-0122
"CONTRACTOR"
S:\Attomey\AGREEMENTS\Service\OVER $SOK SERVfCE AGREEMENT FORM.doo Agreement for the Perfonnance of Services/Universal Site Services, Inc.
Rev. 02/01/15
Page IO of 10
. .
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE.
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
FOR THE 2017-2022 JANITORiAL SERVICES AND PRESSURE WASIDNG
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
EXIDBITE
AFFIDAVIT OF COMPLIANCE WITH ETIDCAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set fo11h 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 bush1ess records, and I have made appropriate inquh'y of those individuals potentially included within the definition of "Conti1actor" 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 pai1ner, 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.
Tlie above assetiions are true and conect and are made under penalty of pe1jury under the laws of the State of California.
Signature of Authorized Person or Representative
/1 \·J'\...,.. '\ '"' ~ , ; ~ '\ ~ h d caiifornia All purpose Name: _ _.L_..fi'-_ 1,_~ ___ U_L~v_'lL. __ v2.,_---"S=ee=--At_ta~c;~e =~t for the Notarization ,.. Q ~ Acknow\edgemen
v~('~ Title:
NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavitand attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf ofa corporation, partnership, or other legal entity, the entity's complete legal name arid the title of the 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 Universal Site Services, Inc./Milestone Schedule/Exhibit F Rev. 02/01/15
r--·· .·-- ·l CALIFOHl\TIA. ALL PURPOSE ACKNOl'VLEDGIVIEt .. .fT .I
•~------------------------------------------,,!
A notary public or other officer completlng this certificate verifies only the identity of the individual who signed the document to whic..h this certificate is attad1ed, an9 not the tiuth..fulness, accuracy; or validity of that document.
I STATE! OF CALlPORNLA
COUNrY OF :s, \, \·h\_ l'.:...\ (,\ ··n:.,."'-
0n G} 1/17 before me , RASII( G. PATEl
Public, 1
Date (here insert name and title of the offic~r)
Notaiy
, personally appeared __,_C--"'-h--'-YJ~"~'----V-=-_,_1_Cc....,l_<,__f_e_ ______ .--_____ _ ..
who proved to me on the basis of satisfactory evide.i,ce to be the person(s) whose name(s) is subscribed to the withi..n instrume_nt i3J1d acknowledgeA~ me that he/sgefi:heyexecuted the same in his/lt2r/thei:r authmized capacity(ies), a__nd t.hat by~~ signature(s) on the instrumei7.t the person(s), 01· the entity upon behalf of which the person(s) acted, executed the i.nstrument.
I certify under PENAL1Y OF PERJURY under t.he laws of the State of California that the foregoing paragraph is hue and correct.
WITNESS my ha..nd and official seal.
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3 :~ '- COMMISSION# 2087815 ~
._ SANTA CLARA COUNTY
My Comm. Exp. November 23. 2018
Signature: _ _:~=------------Y~~ ....... ..,...,. ......................... ....,.,.....,...._........,........, __________ OPTIONAL ______ ~---
Description~f Attached ~il\rJ-r-~ ~f 1,,'~ ~(M ~~
Title or Type of Docu._rni:l.1.I: _____________ Number of Pages: f d-{ ::,. '2__., Dorum,ntDate, 6/:z/ /7 Othe>, __________ _
2015 Apo tille Service. 707-992-5551 WW\V. aliforniaAuostille.us Califomi Mobile No arv Networ • www.CAMNN.com 1 i
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
FOR THE 2017-2022 JANITORIAL AND PRESSURE WASHING SERVICES
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
EXHIBITA
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 "Pressure Washing and Day Porter", dated April 6, 2017, which is attached to this Exhibit A. In the event of a conflict between the tenns of this Exhibit A and the terms of the main Agreement, the terms of the main Agreement shall control.
Agreement with Universal Site Services, Inc.IS cope of Services/Exhibit A Rev. 02/01/15
Page I of 13
I. SPECIFICATIONS-GENERAL
A. Scope of Work
Contractor shall furnish all labor, vehicles, chemicals, tools, materials, equipment, transportation and supeNision to manage and perform the hardscape pressure washing and day porter custodial services as set forth herein. A Site Map - Plate A is attached to this Exhibit A
B. Work Force
1. General
Contractor's employees shall have the training and experience to provide the commercial cleaning services set forth herein. Contractor is expected to maintain a consistent site presence seven (7) days a week, including holidays (except Thanksgfving and Christmas). Contractor is responsible to have adequately maintained backup equipment and relief work force. Any personnel staffing level changes will require justification as to how the level of service will be maintained, and the approval of the City's Representative.
The day porter workforce is to be onsite seven days (Monday thru Sunday) and Is to consist of least one (1) full time Day Porter from at leasl 7:00 a.m. to 3:30 p.m. on weekdays; and at least one(1) full lime Day Porter from 10:00 a.m. to 6:00 p.m. on Saturday and Sunday. These hours may change and additional hours may be added from lime to time as determined by the City's Representative. High pressure cleaning workforce is to be scheduled be~en the hours of 6:00 p,m. and 7:00 a.m.
Contractor shall provide City's Representative with a list of all employees Vvho work on the site along with their schedules, and designate employees who will be assigned to the site full time. Employees are to be made available to the City's Representative for communication by cell phone during work hours Contractor is lo assign a project supervisor to direct employees, to inspect work to ensure it meets required standards, and to coordinate with the City's Representative regarding special projects and weekly status reports. The site superintendent is required to attend one (1) Conven_tlon Center Complex Assessment District meeting (one to one and one-half hours in length) each month.
Contractor's personnel used for work under the contract shall project a positive public image and are to be personably presentable at all times. All personnel shall be courteous and responsive to the general public.
Agreement with Universal Site Services, Inc./Scope ofServices/Exhibit A Rev. 02/01/15
Page2 of 13
Contractor is responsible for training and educating employees working at the site.
All employees shall be thoroughly famlllar 'Nith the methods, equipment, schedules and quality of work required. Personnel education and training shall be at Contractor's expense and no payment shall be made therefore.
Contractor shall remove any employee from work under the contract at the request of the City's Representative.
2. Contractor's employees shall comply with the following requirements:
a. Observe and report deficiencies.
b. Communicate effectively with the public. The Contractor shall make every effort to hire bilingual (English/Spanish) personnel for the work under the contract. c. Understand written and oral instructions, schedules and procedures. d. Wear a company uniform with Contractor's name and insignia at all times while performing work under the contract within the boundaries of the Complex.
Uniforms shall consist of shirts, pants, jackets and rainwear, in summer and winter versions. Uniform shall be acceptable to the City's Representative.
Contractor shall procure uniforms at Contractor's sole expense. e. Attend Contractor's training program on the Complex facilities, unique features, public relations etiquette, complaint procedures, care and use of uniforms, etc.
Employees who have not received this training shall not be permitted to work under this contract.
f. U.S. citizenship or valid U.S. work permit.
g. Eighteen (18) years of age.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
h. Free of felony or major misdemeanor criminal record, and multiple DU l's. i. Possess a valid California driver's license or valid State of California idenlirication card.
j. Successfully pass Contractor's required Drug and Alcohol Pre-employment test and ongoing Drug and Alcohol Abuse Prevention and Testing program.
Contractor Is to provide a copy of the program to the City. k. Pass Contractor's pre-employment background checks, previous employment check, and reference check.
I. Physically able to accompllsh various tasks required. m. Contractor is responsible to conduct all testing, checks, and pay all costs associated with the items in !his section (B. Work Force).
C. Workmanship and Quality level
1 .. 11 is the intention of !he City that a first-class standard of maintenance be applied in the area covered by this contract. The Contractor's actions shall always be in accordance with this primary concern for quality.
2. All work shall be performed by experienced personnel directly employed and supervised by Contractor. Contractor shall provide management and technical supervision as required to Implement the work. Contractor shall accompany the City's Representative on an inspection lour once weekly, or more frequently as · requested by the City.
3. Contractor shall be responsible for the skills, methods and actions of his/her . employees and for all work done.
4. Contractor shall perform the work herein to the satisfaction of the City's Representative. The City's Representative will make Inspections on a regular basis to determine Contractor's conformity with these specifications and the adequacy of the work being performed. Contract9r shall be available for consultation with the City as needed.
5. Maintenance Deficiencies: Contractor will be notified by phone when work has not been completed as per specifications. If Contractor has not responded to make required corrections within tw:> (2) hours, the City's Representative shall have the Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
Page4 of 13
authority to take action to perform the work necessary to bring the facility to a proper condition and the Contractor will be charged for the cost of these services.
D. Compliance with Law
Contractor shall, at his or her expense, obtain all necessary permits and licenses, etc. required for performance of this project, give all necessary notices, pay all fees required by law, and comply with al! laws, ordinances, rules and regulations relating to the work and to the preservation of the public health and safely.
E. Protection of General Public (i.e. barricades and cones) Whenever necessary, such as when IM>rk is being done in the roadway, elevator bays or on walkways, Contractor shall take precautionary measures such as displaying signs and placing barriers to alert and protect the public while maintenance 'M>rk is being performed. The provisions of the preceding sentence shall not impose any liability upon the City and are for the express benefit of the public. Signs and barriers will be provided at Contractor's expense.
F. Progress Payments
Contractor shall submit an invoice for payment .on a monthly basis to the following address:
City of Santa Clara
c/o Orchard Commercial
2055 Laurel1M>od Road, Suite 130
Santa Clara, CA 95054
[email protected]
G. lndependentConlractor
The bidder receiving an award agrees that he/she will be acting as an independent contractor, not as an agent or as an employee, of the City of Santa Clara.
H. Penalties for Non-Compliance with Agreement
If City's Representative determines that Contractor's services were not provided per Agreement, City may reduce payment for each day services are not performed. City shall notify Contractor by phone as soon as possible concerning non-compliance. If Contractor can correct deficiencies within two (2) hours of notification, no reduction in payment shall be-rnade. If not corrected within two (2) hours of notification on the same day of non-compliance, or as otherwise agreed upon, City shall deduct one hundred fifty · ($150) dollars per day of non-compliance from payment due. lo Contractor. Contractor shall meet \Yfl:h City's Representative and discuss corrective actions taken to prevent future contract performance deficiencies.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
I. Materials and Equipment
All materials and equipment used shall either confirm to bid specifications, or shall oiheJWise be accep!able to the City. Cleaning agents and methods are not to damage any surfaces. Male rials and equipmenl are to be provided at Contractor's sole expense.
Water will be furnished by the City. Blowing and pressure washing equipment is to be the quietest that is reasonably available.
J. Refuse Collection and Disposal
Conlrac!or shall dispose of all refuse collected by his/her operations lhroughout the workday. An area will be designated where Contractor may place a storage container and arrange for pickup services at Contractor's expense. Allemalively, Contractor may arrange to take refuse offsita to an approved waste disposal facility and pay all costs involved.
II. SPECIFICATIONS- DETAILED
A. Hardscape Surface Cleaning
Contractor is to high pressure water wash all granite, concrete, exposed aggregate, bomanite, sidewalk and patio surfaces and all street furniture, Including interiors and exteriors of trash receptacles. Included are pedestrian bridge and garag9 structure elevator bays and stairwells.
1. Completion Criteria - Hardscape Pressure Washing
a. All listed hardscapa areas in Plate A shall be cleaned at the indicated intervals, includfng but not llmlted to sidewalks, walkways, patios, etc. b. Professional 30Q0-PSI hot water power washing equipment or other equipment approved by City's Representative is lo be used to pressure v.ash entryways and main walkways.
c. Hardscape areas shall be cleaned of dirt, stains, gum, oil, tar, and residue to present a high quality appearance folloWng· each scheduled visit. d. Accumulated water remaining after the cleaning shall be removed completely so that no puddling exists.
e. Until dry, the areas, where practical, shall be barricaded or otherwise isolated.
f. Contractor shall clean all areas up lo the entrance doors of each building.
This includes, but it not limited to, steps, handicap ramps, side entrances, etc. g. Contractor shall also meet the crrleria for cleaning as specified below.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
2. ContamlnatedWater
Only uncontaminated potable water may flow into surface drains. No cleaning agents or water contaminated from petroleum waste or any other hazardous waste may be allo.ved to flow into the surface drains. Contractor shall comply with all NPDES requi{ements and other legal requirements regarding containment of discharge into the storm drain sysiem. Commercial Best Management Practices for surface cleaning are to be followed and Contractor must be BASMAA-certified.
3. Frequency of Service {See attached map for locations) a. Granite and concrete surfaces near entrances to Tech mart, Convention Center, and Hyatt shall be pressure washed a minimum of one (1) time per week.
b. Main walkways, pedestrian bridge, and the patio area behind the hotel shall be pressure washed (1) time per week.
c. Parking Structure elevator bays and stairwells shall be pressure washed one (1) time per week.
d. Exterior concrete furnishings and trash receptacles will be pressure washed one (1) time per month.
e. Surrounding walkways, bomanite in front of Hyatt, Techmart, and Convention Center, and garage third level parking deck surface shall be pressure washed (!ne (1) lime per quarter. ·
f. The exterior walls of lhe parking structure and pedestrian bridge, and asphalt and concrete in surface parking lot~ shall be pressure· washed upon request. g. Parking structure sheer walls and railings shall be pressure washed upon request.
h. All areas within the pressure washing scope may require addit.ional spot cleaning as needed, to be incorporated into the janitorial labor budget.
4. Scheduling and Notice
Specified hardscapes shall be cleaned between the hours of 6:00 a.m. and 7:00 a.m.
City's Representative 'to be provided a schedule of cleaning and shall be notified at least 48 hours prior lo cleaning if there shall be a temporary change In the schedule commencing in the parking structure or on surface parking lots. ·
5. Operating Criteria
a. All trash, debris, tar, freestanding oil, grease, liquids, "green waste," food, cigarette butts, stains, liquids, blood, bird defecation, broken gla~s. and other materials, substances, and contaminants shall be removed rrom hardscapes (i.e.
Agreement with Universal Site Services, Inc./Scope of Services/Ex11ibit A Rev. 02/01/15
sidewalks, walkways, patio, boardwalks, quads, esplanades) prior to cleaning operations.
b. The removal of materials, substances, and contaminants prior to cleaning operations may require the use of scrub brushes, sponges, mops, or other tools or utensils. Gum is to be scraped as needed. Stains (gum, oil, soda etc.) will be pretreated as needed with biodegradable, non-toxic product. All cleaning agents or residuals thereof, used in this process must be completely removed prior lo beginning cleaning operations.
c. During regular cleaning operations, Contractor may use high pressure, low· volume washers, and steam cleaners as necessary lo thoroughly clean surfaces.
Contractor is not expected to steam clean all surfaces during regular cleaning operations, but shall use a steam cleaner to clean sections of hardscapes when pressure washers are not sufficient to thoroughly wash surface. d. At the beginning of cleaning operations, Contractor shall strategically place approved signage and/or barricades at appropriate locations to alert patrons that cleaning is taking place and that the walkways may be slippery. At all times Contractor shall safe guard the public from conditions made unsafe by Contractor's operations.
e. During cleaning operations should Contractor notice a hazardous condition he/she shall make the area safe by barricading the area and notifying the City's Representative Immediately. It shall be the City's responsibility to remedy the unsafe condition unless the Contractor created the condition.
f. The nozzle pressure of equipment shall not be so great so as to dislodge tile/paver grout or cause damage to hardscapes.
g. If the nozzle pressure of equipment used to loosen and clean hardscapes Is insufficient to thoroughly wash the surface, scrub brushes and cleaners may be require to remove the materials and produce a thoroughly clean surface.
h. All cleaned surfaces shall be rinsed clean and no fine grit or grime shall be allowed to remain.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
I. Glass surfaces, which may get wet as a result of cleaning operations, shall be hand-dried immediately after the conclusion of the operation in the immediate area.
J. Immediately following the cleaning of the hardscape areas, all materials generated by the operation shall be collected and placed In Contractor's onsite · trash container or otherwise removed from the site.
k. All areas barricaded while drying shall be opened by Contractor and made available for use when the area{s) are completely dry.
B. Dav Porter Services
Contractor Is to provide day porter custodial services seven (7) days per week consisting of at least 1 full time Day Porter from at least 7:00 a.m. to 3:30 p.m. on Monday through Friday and at least one full time Day Porter from 10:00 a.m. to 6:00 p.m. on Saturday and Sunday to maintain all common areas in the Complex in first-class clean condition.
Contractor shall use environmentally-friendly products, whenever possible, pre-approved by the City's Representative.
1. Completion Criteria - Dav Porter Services
These standards are an outline of general expectations of cleanliness, but are no! meant to replace or supersede the latest industry standards or materials and equipment manufacturers' recommendations. The quality level of services as outlined in these specifications shall consistently be maintained. a. Chrome Surfaces - Cleaning chrome requires the removal of surface spots, fingerprints, smudges, etc. with the appropriate chrome polish.
Standard: Surfaces will present a clean uniform shining appearance free of all soil, marks, smudges, and streaks.
b. Damp Mopping - Damp mopping requires the use of cotton or similar yarn type string mops (24 oz.) that have been mechanically wrong/squeezed to remove excess solution for purposes of removing light soil, dirt, liquid or o!her foreign material from a floor that does not require the complete mopping of !he area or when the area Is not soiled sulficiently to require wet mopping.
Standard: A damp mopped floor shall be free of all dirt, debris soil, liquids or other foreign material. All splash marks/spots on walls and furniture/fodures shall be removed before completion of the damp mopping task.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
Page9 of 13
c. Disinfecting - Disinfecting Is the application of a germicidal solution to surfaces to kill or neutralize 99.9% of the material containing or supporting the growth of bacteriaUviral organisms. Surfaces should remain "wet" for a minimum of 10 minutes or per manufacturer's recommendation.
Standard: Surfaces shall be cleaned of material containing living bacteria, viruses, or other contaminations that are capable of causing infections. d. Dusting • Normal or low dusting includes all levels up to six (6) feet in height.
All high dusting will be above six (6) feet high.
Standard: Items shall be free of any laden airborne materials, streaks, smudges, and cobwebs. Laden airborne matter shall be removed by either mechanical, chemical, or manual means. Devices which merely displace or redistribute the matter, such as feather dusters, will not be used. e. Policing - Policing ls picking up paper, trash, empty bottles, containers, and other discarded materials; spillages, accidents, plumbing failures, and Inclement weather. Standard: Area(s) being policed shall be free of debris.
Area(s) shall present an overall clean appearance.
f. Polishing - Polishing requires the use of a high-speed floor machine and a clean pad designed for polishing or buffing.
Standard: The floor should have a ~non-yellowed" high-gloss appearance. g. Receptacles and Cleaning - Cleaning and disinfecting receptacles is defined as wiping or washing containers v.-ith a germicidal solution and replacing plastic liners. Standard: Receptacles shall be considered properly cleaned when both the inside and outside are clean, free of stains, dried refuse and odors, and a plastic liner replaced, if necessary.
h. Spot Cleaning • Spot cleaning requires !he removal of dirt, soil, debris, liquids, stains, or other foreign materials from carpeled areas which can be accomplished by cleaning only the immediately affected area where cleaning !he whole area would not be necessary. Spot cleaning may be accomplished by ~my of the methods contained herein and as dictated by the circumstances of the soiling. Carpet spots shall be removed immediately with an approved carpet cleaning solution in such a manner, which will not leave rings or discoloration. ·
Standard: Spot cleaning shall remove completely any evidence of the soiling which necessitated the cleaning, and return the finish of the area affected to its pre-soiled condition without evidence of occurrence or cleaning.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
i. SWeeping or Dust Mopping - Sweeping/dust mopping requires the removal of loose dirt, dust, debris, and other foreign material through either manual or mechanized methods, as appropriate for_the location and situation.
Standard: A swept area shall be free of all loose dirt, grit, lint, dust, debris, or other foreign material with no build up in corners, crevices, under or around furniture. All items moved to remove dirt shall be returned lo their original location.
j. Trash/Waste Removal - Trash/waste removal requires the collection of all materials, which have been placed into· appropriate <:ontalners, and taken to a specified site for disposal.
Standard: All trash/waste and soiled liners shall be removed from all trash/waste containers, and a new !rash/waste liner shall be fitted into all such containers.
k. Vacuuming - Vacuuming requires the mechanical removal of loose dust, dirt, soil, debris, and other foreign material from carpeted floors and other items (e.g: couches, chairs, walls, curtains/drapes), which require this method of cleaning. Standard: There shall be no evidence of any dust or dirt or any other loose foreign material. Materials shall be left in a lint free state.
I. Wet Mopping -Wet mopping requires the removal of built up dirt, soil, liquids, or other foreign materials from a floor using clean cotton or similar yarn type string mops (24 oz.) and mechanically wrung out so as to have sufficient neutral detergent and water solution or disinfecting detergent and water solu!ion. This shall Include rinsing if required or as recommended_ by the detergent manufacturer.
Standard: A wet mopped floor shall be free of all dirt, debris, soi1, liquids, or other foreign material. It will present a uniform appearance free of streaks, smudges, heel marks, or any other marks, which can be reasonably removed through this cleaning method. All splash marks/spots on walls and furniture/fixtures shall be removed before completion of the wet mopping task. All items moved to accomplish this task shall be returned to their original positions.
2. Operating Criteria and Frequency of Service
a. Trash/Recycling Receptacles - Contractor shall inspect and remove debris from 46 trash receptacles daily and twice per day on 16 other receptacles.
The locations of the 16 receptacles will be identified by City's Representative.
Normal servicing Includes removing the plastic liner, properly disposing of the refuse, replacing the plastic liner, cleaning and disinfecting the lid, and using Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
a deodorizer if needed. Recycling receptacles shall be inspected when adjacent trash receptacle is serviced, and emptied as needed. Containers shall be cleaned and disinfected to remove stains, smudges, and dried refuse.
b. Ash Urn Maintenance and Cigarette Butt Disposal -Ash urns are to be emptied and cleaned daily. Replace fill as needed. Clean up cigarelte butts from smoking areas.
c. Garage Elevator Maintenance - Chrome and wood surfaces within the two (2) garage structure elevators are to be cleaned daily. Call buttons and surrounding area are to be cleaned and disinfected. Carpets are to be vacuumed and deodorizer used if needed. Granite floors are to be wet mopped daily and polished as needed. Check emergency phones and lighting and report any issues lo Ctty's Representative immediately. d. Policing - Contractor shall locate and clean refuse accumulations (hot spots) on side½alks and other surfaces throughout the common areas of the Complex daily to maintain an overall clean appearance. Thls Includes removing loose papers, glass, cans, bottles, and other debris found in landscape, planters, tree walls, parking structure, and on side½alks, pedestrian bridge, lhroughW<lys, surface parking lots, and perimeter walkways. Spot clean sidewalks and remove gum, spills, and other foreign substances.
e. Walkway and Convention Center loading area blowing - Conlraclor shall use . a professional Back Pack Blower to blow off all perimeter walkways and · Convention Center loading area to re.move all debris such as cigarette butts, papers, cups, cans, botlles, leaves, and other debris weekly. f. OtherServices
a. Handle emergencyclea,:iups.
b. Immediately notify City's Representative of potential hazards or unsafe conditions.
c. Damp wipe bollards, benches, smooth surface planters daily. d. Damp wipe trash receptacles and ash urns daily.
e. Clean up blrd droppings daily.
f. Damp wipe light fixtures and light poles along pathways as needed. g. Damp wipe exterior light fixtures up to 12' inion the parking structure and in surface parking lots monthly.
h. Dust cobwebs In elevator bays and around light fixtures throughout the parking structure as needed.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
i. Damp wipe monument and directional signs as needed. Report bent, broken, or damaged signs to the City's Representative.
j. Dust or da.mp wipe fire extinguisher boxes, bike storage boxes, electrical boxes and panels as needed.
k. Dust cobwebs up to 12' from areas such as the Convention Center main entrance, Hotel main and other entrances, Techmart entrance, canopies, light fixtures as needed.
I. Sweep bark back into place as needed.
m. Make sure benches, trash cans, ash urns, and directories are In their place and properly secured.
n. Damp wipe under canopy light f1Xlures up to 12' inside and out as needed but not less often than monthly.
o. Damp wipe all exterior parking and stairwell handrails inside and out as needed, but not less often than monthly.
p. Remove staples, posters, flyers, debris and posted material throughout the Complex, including street perimeter and rooftop parking areas. q. Damp wipe parking lot pole light bases and parking gate arms as needed, but not less than monthly.
r. Clear all parking lot drains of debris, as needed.
s. Check for graffiti daily and report Immediately to City's Representative.
Remove and/or paint over with matching paint. For tagged areas larger than 5' x 5' the City's Representative will determine if Contractor will clean/paint for an additional charge or other arrangements will be made. t. Notify City's Representative of any area that is unable to be cleaned. u. Vacuum and dust garage office once a month.
Agreement with Universal Site Services, Inc./Scope of Services/Exhibit A Rev. 02/01/15
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
FOR THE 2017-2022 JANITORIAL AND PRESSURE WASHING SERVICES
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
EXHIBITB
FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed five hundred sixty three thousand six hundred and fifty six dollars and fifty-two cents ($563,656.52), for the initial te1m. The City Manager has the option to extend this Agreement for up to two (2), one (1) year extended terms, which brings the total not-to-exceed amount for FY 2017-2022 to nine hundred sixty eight thousand one hundred and seventy tln·ee dollars and ninety nine cents ($968,173.99), subject to budget appropriations.
FY 2017-18
FY 2018-19
FY 2019-20
FY 2020-21
FY 2021-22
Total
$182,360.00
$187,830.80
$193,465.72
$199,269.69
$205247.78
$968,173.99
See Attached Fee Schedule for Janitorial and Pressure Washing Services:
Agreement with Universal Site Services, lnc./Fee Schedule/Exhibit B Rev. 02/01/15
Page I of4
Option
Dayporterl I
Dayporter2 I
Ontlon
Oayporter1 I
Oayporter2 I
,
Option
Dayporterl I
Pav aorter2 I
l'ee Schedule - Custodia! Services
Conl/actot shall pro•,lde a schedule of rate, and fees which Include an bllllng amounts and costs:
MV 1, 2017 • June 30, 2018
Vearl
oayporter hours sh,lltonslst of a total of 12 worl!lng hours each day Days
7 I
7 I
Ho Work performed on Chrillmas and 111anks:&lvlng
Hours Pet Week Wa,ge Days Per Hour Rate Total Hours Annually Monthly s I S6 I $15,00 I Morulay-Sunday I $29.00 I 2396 I $83,9114,oo I $6 998.67 4 I 28 I $14.24 I Monday-Sum/av I $24.SO I 1448 I $35 476.00 I $2,956.33 84 $119,460.00 $9,955.00
Disposal Cost of3 yard bin $4,380.00 $365.0D
July 1, 2018 -June 30, 2019
Year2
supply coils $1,910.00
Yeari Total $125,160,DO
$110.00
$10,430,00
Dav porter hou1uhall consist ofa tolal of 12 wor!dng hours each day Ne, Wo1k perlormed on Chrhlmas and Th;mks:gMng
Dav• Hours Pe1We•k Wage Days Par Hour Rate Total Homs Annually Monthly 7 I 8 I 56 I $15.4S I Momlay-sundav I $29.87 I 2896 I $86,503.52 I $7,208.63 7 I 4 I 28 I $14.67 I Monday-Sunday I $25.24 I 1448 I ~36,540,28 I $3,045.02 84 $113,043.80 $10,253,65
Dlsposal Cost of 3 y.,1d bin $4,511.40 $375,95
Supply Cos!S $1,SS!MiO $U3,30
Julv 1, 2019-June 30, 2020
Year a
Day porte, ho;,rs shall consist of a total of 12 working hours each day No wo,k performed on Christmas and 111anks:glvlng
Year1 Total $128,914.80 $10,742.90
Days Hours Per Week Wage Davs l'er Hour l!ate Total Houis Annually Monthly 7 I 8 I
7 I 4 I
S6 I $15.91 I Monday-Sunday I
28 I $15.11 I Mondav-Sunday I
84 Annually
Year 1 $125,160.00
Year1•3Y. $128,914,80
Vear3 -3Y. $132,782.24
$386,851.04
$30.77 I 2896 I $89,098.63 I $7 424.89
$25,99 I 1448 I $37,636.49 I $'3,136.37
$126,735.11 $10,561.26
Disposal cost of 3 yard bin $4,646.74 $387,23
S~pp[;>CoSIS $1,40M9 $116.70
Year 1 Total $132178l,i4 $11,065.19
Monlhlv
$104JO.OO
$10,742.90
$11,065.19
If extended for an addlUonal lwo (2) years
Percentage
Year4 3Y.
Years S¼
Annual!
$136,765.71
$1411,868.GB
Monthly
$11,397,14
$11,739.06
Agreement with Universal Site Services, Inc./Fee Schedule/Exhibit B Rev. 02/01/15
Page2 of4
Fee Schedule• Washing Services
July 1, 2017•.June 30, 2018
Year 1
Oescdptlon Frequency
Granite/ Concrete Surfaces at Entrances to Techmart, Convention Center, and Hyatt lx Per Week
Main Walkways, Pedestrian bridge, Patio area behind Hyatt 1XPerWeek Parking Stcucture Elevator bays & stairwells lxPerWeek
Exterior concrete furnishings and Trash Receptacles 1xPerMonth Surrounding walkways and bomanlte In front of Hyatt, Techmarrt & Conventron Center ix Per Quarter
oescdptton Frequen~y
Exterior Walls of parking strnctu_re and pedestrian bridge Upon Request Parking structure sheer walls and ralllngs Upon Request Pa rklng Structure top deck surface (Using Scrubber) Upon Request July 1, 2018-June 30, 2019
Year2
r Descrlpllon Frequency
Gra nlte / Concrete Surfaces at Entrances to Techmart, Convention Center, and Hyatt lKPerWeek
Main Walkways, Pedestrian brldge, Patio a,ea behind Hyatt lxPerWeek Parking Structure Elevator bays & stairwells ix Per Week Exterior concrete furnishings and Trash Receptacles h:PerMonth Su rrou ndlng walkways and boma nlte rn front ofHyatt, Techma rrt & Convention Center lx Per Quarter
Description Frequency
Exterior Walls of parking structure and pedestrian bridge Uaon Request Pa rklng structure sheer walls and railings Upon Request Parking Structure top deck surface (Using Sciubber) Upon Request Agreement with Universal Site Services, lnc./Fee Schedule/Exhibit B Rev. 02/01/15
Per service lfTimes Annually
$400.00 52 $20,800.00
$300.00 52 $15,600.00
$300.00 52 $15,600.00
$300.00 12 $3,600.00
$400,00 4 $1,600.00
$57,200.00
Year 1 l'otal $57,200.00
Per service llllmes Annually
$3,335.00 1 $3,335.00
$2,000.00 1 $2,000.00
$6,000.00 1 $6,000.00
$11,335.00 $11,335,00
Per Service If trmes Annually
$412.00 52 $21,424.00
$309.00 52 $16,068.00
$309,00 52 $16,068.00
$309,00 12 $3,708.00
$412,00 4 $1,648.00
$58,916,00
Year 2 l'otal $58,916.00
Per Service I/Times Annually
$3,435.05 1 $3,435.05
$2,060.00 1 $2,060.00
$6,180.00 1 $6,180,00
$11,675.05 $11,675.05
Monthly
$1,733.33
$1,300.00
$1,300.00
$300,00
$133,33
$4,766.67
$4,766.67
Monthly
N/A
N/A
N/A
Monthly
$1,785.33
$1,339.00
$1,339.00
$309.00
$!37.33
$4,909.67
$4,909.67
Monthly
N/A
N/A
N/A
Fee Schedule - Washing Services
July :1, 2019•June30, 2020
Vear3
DescrlpUon Freauencv · Per Service
Granite/ Concrete Surfaces at Entrances to Teclimart, Convention Center, and Hyatt lxPerWeek $424,36
Main Walkways, Pedestrian bridge, Patio area behind Hyatt lxPerWeek $318.27 Parking Structure Elevator bays & stalrwells 1xPerWeek $318.27 Exterior conc,ete furnishings and Trash Receptacles 1xPerMonlh $318,27 Surrounding walkways and bomanlte In front of Hyatt, Techmarrt & Convention Center lx Per Quarter $424,36
#Times Annually
52 $22,066,72
52 $16,550.04
52 $16,550,04
,12 $3,819.24
4 $1,697,44
$60,683.48
Vear 3 Total $60,683.48
oescrlp!lon
Exterior Walls of parking structure and pedestrian bridge Parking structure sheer walls and ralllngs
Parking Structure top deck surface (Using Scrubber)
These Annual totals do not Include the "Upon Request" Work Vear 1
Vear 2 • 3% Increase
Vear 3- 3% Increase
If extended for an addltlonal two (2) years
Year 4 -3% Increase
Year 5 -3% Increase
Frequency
Upon Request
Uoon Request
Upon Request
Annually
$57,200.00
$58,916.00
$60,683.48
$176 179!M8
Annually
$62,503.98
$64,379.10
$126,883.09
Agreement with Universal Site Services, Inc./Fee Schedule/Exhibit B Rev. 02/01/15
l>erSelVlce IITlmes Annually
$3,538.10 1 $3,538.10
$2,121,80 1 $2,121.80
$6,365.40 1 $6,365.40
$12,025.30 $12,025.30
Monthly
$4,766,67
$4,909.67
$5,056,96
Monthly
$5,208.67
$5,364.93
Monthly
$1,838,89
$1,379.17
$1,379.17
$318,27
$141.45
$5,056.96
$5,056.96
Monthly
N/A
N/A
N/A
Page4 of4
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC.
FOR THE 2017-2022 JANITORIAL AND PRESSURE WASHING SERVICES
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, 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
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injmy
2. Exact strncture 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 Universal Site Services, Inc./Jnsurance Requirements/Exhibit C Rev. 02/01/15
Page I of4
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
In the event that the Work being pe1fo1med under this Agreement involves transporting ofhazardons or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transpottation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impainnent Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Cot1ncil, 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 CG20 10 03 97 and CG 20 3 7 10 01, or its equivalent.
2. Primaty 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 Agreement with Universal Site Services, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15
Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non payment of premiums shall be effective until written notice has been given . to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
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 fmth in Sections A through D of this Exhibit C, above.
E. _ ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Conh·actor 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 Conh·actor, 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.
Conh·actor 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 rese1ves 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.
Agreement with Universal Site Services, Inc./Insurance Requirements/Exhibit C Rev. 02/01/15
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 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 ce1tificates 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 broke!' shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD fo1m 25-S ce1tificate 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 exe.cution of this Agreement. Upon City's request, Conh·actor shall submit to City copies of the actual insurance policies or renewals or replacements.
Unless othe1wise 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 : Building Maintenance
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:
Fax number:
Emaii address:
H. QUALIFYING INSURERS
John's Creek, GA 30097
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.
S:\Attomey\INSURANCE\CITY\EXHIBIT C-02 Contract over $50,000 limited exposure.doc Agreement with Universal Site Services, Inc./Insurance Requirements/Exhibit C Rev. 02/0tils
Page4 of4
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE SERVICES, INC,
FOR THE 2017-2022 JANITORIAL AND PRESSURE WASHING SERVICES
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
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 tWs Agreement in the event any one or more of the following occurs:
1. 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 primaty ·corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a 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. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.
Agreement with Universal Site Services, Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15
2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, pruiner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's perfo1mance 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, approv_al or acquiescence.
B. The City may also tenninate this Agreement in the event any one or more of the following occurs:
• 1. The City dete1mines 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 awru·ded a ~ontract 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 tenninated 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 oppmtunity 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 (I I 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, 01· a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.
Agreement with Universal Site Services, Inc./Ethical Standards for Contractors/Exhibit D Rev. 02/01/15
Page2 of2
. .
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
UNIVERSAL SITE S_ERVICES, INC.
FOR THE 2017-2022 JANITORIAL .SERVICES AND PRESSURE WASHING
AT THE SANTA CLARA CONVENTION CENTER COMPLEX
EXHIBITE ·
AFFIDAVIT OF COMPLIANCE WITH ETIDCAL 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 ariy 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 cmrect and are made under penalty of perjury under the laws of the State of California.
Signature of Authorized Person or Representative
Name: ____________._C.,.e..-jY'\_Y"_\_.S:_D __ ( ~~\L__\~---- Title: _V-=--~--'--(:-~-·~~~--------
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 behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalfofa corporation, partnership,joint venture, or any other legal entity, other than a sole proprietorship, shall be attached, Agreement with Universal· Site Services, Inc./Milestone Schedule/Exhibit F Rev. 02/01/15
Page I of I
I
I
t ., 1.---------------------------------------------,111 1; A notLry public or other officer completing this certLfk.ate verifies only the identit-y of the individual who signed ;J lj the document to which t.his certifico1.te is attached, an~ not t..he truthfulness, accurac-y; or validity of that :J 1 ,Ld_o_c_u_1n_1_en_t_. _____________________________________ ~,i\ t1 STATE OF CALIFORNIA
II i COUN'IY OF :::.:.~. , -.. :·l-: :.._ c_.\ -·i.. ··; l.:-..... } i o-!.J. ✓,/7! 1,7 bet"ore ume I b~ ~ _ _t_v\_S'-"-·11--'----{_G_._PA_i_'i_t _____________ Notaiy Public, ,.
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11 who proved to me on the basis of satisfactory evidei.---ice to be the person(s} whose name(s) m/iJI£__ i\ subscribed to t.he wiLhin. :in.stnunei.--it aq.d ad:nowledged to me that he/she/tlrc:y-executed the same I ii7. his/h~aui:horized capacity(i~and that by llis/r...e:r{the!r signatu.re(9) on the insb.1.lllent ! the person(s ),, or the ent:iry upon behalf of which the person(s) acted, executed the msb.1,1ment. II ii !l I ceri:if-y nnder PENALTY OF PERfURY tmder t.he laws of the State of California that the foregoing paragraph is true and conect.
W1TN"-ESS my himd ai.,d oI.GdaJ seal.
;
__________ OPTIONAL __ ~-------
l Description ~I Atiaoh;i,.,o/';j,.e::;.d--c { 6:,.,,,,pt,," ,;...,e ~ Jv, 4-, .ft.,; ( ~ ( N , !itle or Type of Doc~~------------- Number of Pages: ( rf-1 r;:: L DorumentDaie, ,(/'JI f 7 Otoo-~~-------
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-160 Agenda Date: 6/21/2022
REPORT TO COUNCIL
SUBJECT
Action on Amendment No. 2 to the Grant Agreement with Bay Area Air Quality Management District Grant No. 2018.245
COUNCIL PILLAR
Promote Sustainability and Environmental Protection
BACKGROUND
On January 15, 2019, City Council approved the Bay Area Air Quality Management District (BAAQMD) 2018 Grant Agreement No. 2018.245, accepting a grant award of $300,000. Silicon Valley Power (SVP) applied for grant funding under the BAAQMD 2018 Climate Protection Program on May 11, 2018. The grant was open only to public agencies within BAAQMD’s jurisdiction and is aimed to foster innovative strategies that reduce greenhouse gas (GHG) emissions over the long- term. The Grant Program funds activities in two categories: 1) Reducing GHGs from Existing Buildings and 2) Fostering Innovative Strategies with Long-Term Impacts in Reducing GHG Emissions. BAAQMD’s Climate Protection Grant Program prioritizes projects that make progress towards achieving BAAQMD’s 2030 and 2050 greenhouse gas (GHG) reduction targets. The Grant Program seeks to accelerate the implementation of the BAAQMD’s Clean Air Plan and local climate protection efforts and is consistent with the GHG reduction targets adopted by the City of Santa Clara’s Climate Action Plan and with the State of California’s GHG and renewable energy goals. The BAAQMD Clean Air Plan lays the groundwork for a long-term effort to reduce Bay Area GHG emissions 40 percent below 1990 levels by 2030 and 80 percent below 1990 levels by 2050.
DISCUSSION
On June 18, 2018, the City was officially awarded a grant for $300,000 with a two-year timeline to implement a behind-the-meter lithium-ion battery storage pilot project. The recommended amendment to the contract extends the term of the agreement to January 15, 2024, to address unforeseen delays caused by the COVID-19 pandemic and re-locating the project to the SVP Yard.
The City had been working with Santa Clara University to locate the system within their Campus, but ultimately that was not a feasible location.
The proposed Lithium-Ion Battery Energy Storage System Demonstration Project (BESS Project) will demonstrate the use-case for lithium-ion batteries as longer-duration uninterruptible power supply for data centers that are instantaneous and reliable, delaying the use of diesel generators as backup power. Within the SVP Yard the system will back up the SVP servers located at the Yard which currently have a diesel back-up generator. The BESS Project will demonstrate the economic viability and flexibility of a 1-2 MW/4 MWh battery energy storage system that can be simultaneously dispatched at 2 MW capacity to support critical loads during a power quality event or outage. Such a system stores energy through the use of a battery technology and has the capability to increase the City of Santa Clara Printed on 6/17/2022Page 1 of 3
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22-160 Agenda Date: 6/21/2022
reliability and dispatchability of energy supply at a later time, and is inclusive primarily of a battery, inverter, enclosure/rack, controller, housing, and battery management system.
The BESS combines multiple use storage applications to reduce the operational time and need of diesel generation, optimize GHG reductions through the increased use of renewable energy on the grid to charge the battery, and to reduce the need for natural gas generation dispatch during the evening peak demand hours, through the cycling of a fully dispatchable battery. The project aims to foster innovation, while reducing GHG and particulate emissions in this designated disadvantaged community, by delaying or avoiding use of fossil-fuel powered back-up generators and will develop useful operational strategies to be used for new data center builds in the Bay Area, focusing on the City of Santa Clara as a leader in innovative sustainable solutions.
The Grant funding will be used towards the total installed costs (including capital costs) of the BESS with a total estimated cost of approximately $3 million. SVP anticipates procuring the BESS in 2022/2023. The future procurement costs include the capital expenditure for the BESS as well as associated construction and installation costs, which will be funded by SVP. The total authorization amount is to be determined, and over the 15-year lifetime of the BESS, it is anticipated that the total installed costs will be recovered through the BAAQMD grant and multiple value streams from the project including: avoided transmission costs, generation capacity (the BESS Project contributes to system resource adequacy by discharging during peak demand hours and scarcity events), and revenue generated from energy price arbitrage (the battery can be charged during low -or negative- priced hours and discharged during higher priced hours to avoid dispatching generators with high fuel and variable operating and maintenance costs).
SVP will return to Council in the coming months to request authorization to finance the BESS equipment and enter into associated agreements with project partners.
SVP anticipated installing the BESS during calendar year 2020. Due to unforeseen project delays primarily associated with COVID-19, supply chain disruptions and its impact on project partners, SVP anticipates installation of this system in 2023.
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)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.
FISCAL IMPACT
Grant funding will be transferred from BAAQMD to the City based on 7 milestones of $37,500 each and the final completion payment in the amount of $37,500 each as specified in Amendment No. 2.
The total grant reimbursement of $300,000 will be deposited in the Electric Utility Capital Fund for the Clean Energy and Carbon Reduction project (project #2398) that is budgeted in FY 2022/2023.
These funds will partially support the cost of the demonstration project. If additional budget actions are needed, staff will bring forward any required actions when associated agreements are submitted for approval.
If needed, budget actions in subsequent years will be included as part of future budgets.
City of Santa Clara Printed on 6/17/2022Page 2 of 3
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22-160 Agenda Date: 6/21/2022
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any report to council may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Authorize the City Manager, or their designee, to execute Amendment No. 2 to the Grant Agreement with Bay Area Air Quality Management District (BAAQMD) Grant No. 2018.245 to extend the term of the grant to demonstrate the feasibility of battery energy storage systems for back-up power at data centers; and
2. Delegate authority to the City Manager, or their designee, to negotiate and approve any future amendments to extend the Grant Agreement with Bay Area Air Quality Management District Grant No. 2018.245 as needed to complete the project.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
ATTACHMENTS
1. Original Grant Agreement Grant No. 2018.245
2. Amendment No. 1 to Grant Agreement Grant No. 2018.245
3. Proposed Amendment No. 2 to Grant Agreement Grant No. 2018.245 City of Santa Clara Printed on 6/17/2022Page 3 of 3
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BAY AREA AIR QUALITY MANAGEMENT DISTRICT
GRANT AGREEMENT
GRANT NO. 2018.245
1. PARTIES - The parties to this Agreement ("Agreement") are the Bay Area Air Quality Management District ("DISTRICT") whose address is 375 Beale Street, Suite 600, San Francisco, CA 94105, and City of Santa Clara dba Silicon Valley Power ("GRANTEE") whose address is 1500 Warburton Ave., Santa Clara, CA 95050.
2. RECITALS
A. DISTRICT is the local agency with primary responsibility for regulating stationary source air pollution in the Bay Area Air Quality Management District in the State of California. DISTRICT is authorized to enter into this Agreement under California Health and Safety Code Section 40701.
B. DISTRICT desires to award GRANTEE a grant for the activities described in Attachment A, Work Plan.
C. All parties to this Agreement have had the opportunity to have the Agreement reviewed by their attorney.
3. TERM - The term of this Agreement is from the date of execution by both PARTIES until January 22, 2021, unless further extended by amendment of this Agreement in writing, or terminated earlier.
4. TERMINATION
A. DISTRICT shall have the right to terminate this Agreement at its sole discretion at any time upon thirty (30) days written notice to GRANTEE. The notice of termination shall specify the effective date of termination, which shall be no less than thirty (30) calendar days from the date of delivery of the notice of termination, and shall be delivered in accordance with the provisions of section 10 below. Immediately upon receipt of the notice of termination, GRANTEE shall cease all activities under this Agreement, except such activities as are specified in the notice of termination. Within forty-five (45) days of receipt of written notice, GRANTEE is required to:
i) Submit a final written report describing all work performed by GRANTEE; ii) Submit an accounting of all grant funds expended up to and including the date of termination; and,
iii) Reimburse DISTRICT for any unspent funds.
B. DISTRICT may terminate this Agreement and be relieved of any payments should GRANTEE fail to perform the requirements of this Agreement at the time and in the manner herein provided.
5. NO AGENCY RELATIONSHIP CREATED / INDEPENDENT CAPACITY - GRANTEE and the agents and employees of GRANTEE, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of DISTRICT, and nothing herein shall be construed to be inconsistent with that relationship or status. DISTRICT shall not have the right to direct or control the activities of GRANTEE in performing the services provided herein.
6. CONTRACTORS/SUBCONTRACTORS/SUBGRANTEES
A. GRANTEE will be entitled to make use of its own staff and such contractors, subcontractors, and subgrantees.
Contract No. 2018.245
B. Nothing contained in this Agreement or otherwise, shall create any contractual relation between DISTRICT and any contractors, subcontractors, or subgrantees of GRANTEE, and no agreement with contractors, subcontractors, or subgrantees shall relieve GRANTEE of its responsibilities and obligations hereunder. GRANTEE agrees to be as fully responsible to DISTRICT for the acts and omissions of its contractors, subcontractors, and subgrantees and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by GRANTEE. GRANTEE's obligation to pay its contractors, subcontractors, and subgrantees is an independent obligation from DISTRICT's obligation to make payments to GRANTEE. As a result, DISTRICT shall have no obligation to pay or to enforce the payment of any moneys to any contractor, subcontractor, or subgrantee.
7. INDEMNIFICATION - GRANTEE agrees to indemnify, defend, and hold harmless DISTRICT, its officers, employees, agents, representatives, and successors-in-interest against any and all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including reasonable attorney fees) that DISTRICT, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay arising from the death or injury of any person or persons (including employees of GRANTEE), or from destruction of or damage to any property or properties, caused by or connected with the performance of this Agreement by GRANTEE, its employees, subcontractors, subgrantees, or agents.
8. PAYMENT
A. DISTRICT agrees to award GRANTEE a grant of $300,000 for the activities described in Attachment A, Work Plan. Grant shall be payable in eight (8) installments, as follows:
a) Seven (7) quarterly payments of $37,500 each, upon DISTRICT'S receipt and approval of GRANTEE'S quarterly progress report and invoice; and
b) One (1) final payment of $37,500 upon completion of all tasks identified in Attachment A, Work Plan, payable upon DISTRICT's receipt and approval of GRANTEE's invoice and GRANTEE's final report.
B. GRANTEE shall carry out the work described on the Work Plan, and shall obtain DISTRICT's written approval of any changes or modifications to the Work Plan prior to performing or incurring costs for the changed work. If GRANTEE fails to obtain such prior written approval, DISTRICT, at its sole discretion, may refuse to provide funds to pay for such work or costs.
C. Payment will be made only to GRANTEE.
D. GRANTEE agrees to return any grant funds received for incentives that it does not use to provide incentives.
9. AUTHORIZED REPRESENTATIVE - GRANTEE shall continuously maintain a representative vested with signature authority authorized to work with DISTRICT on all grant-related issues. GRANTEE shall, at all times, keep DISTRICT informed as to the identity of the authorized representative.
10. NOTICES - All notices that are required under this Agreement shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by e-mail, facsimile, or regular first class mail. In the case of e-mail and facsimile communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. E-mail and facsimile communications shall be deemed to have been received on the date of such transmission,
Contract No. 2018.245
provided such date was a business day and delivered prior to 4:00 p.m. Pacific Time. Otherwise, receipt of e-mail and facsimile communications shall be deemed to have occurred on the following business day. In the case of regular mail notice, notice shall be deemed to have been delivered on the mailing date and received five (5) business days after the date of mailing.
DISTRICT:
GRANTEE:
Bay Area Air Quality Management District
375 Beale Street, Suite 600
San Francisco, CA 94105
Attn: Axum Teferra
City of Santa Clara dba Silicon Valley Power
881 Martin Avenue
Santa Clara, CA 95050
Attn: Erica Jue
11. ADDITIONAL PROVISIONS - All attachment(s) to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth.
12. ACKNOWLEDGEMENTS - GRANTEE shall acknowledge DISTRICT support _each time the activities funded, in whole or in part, by this Agreement are publicized in any news media, brochures, or other type of promotional material. The acknowledgement of DISTRICT support must state "Funded by a Grant from the Bay Area Air Quality Management District." Initials or abbreviations for DISTRICT shall not be used.
13. FINANCIAL MANAGEMENT SYSTEM
A. GRANTEE shall be responsible for maintaining an adequate financial management system and will immediately notify DISTRICT when GRANTEE cannot comply with the requirements in this section.
B. GRANTEE's financial management system shall provide for:
i) Financial reporting: accurate, current, and complete disclosure of the financial results of each grant in conformity with generally accepted principles of accounting, and reporting in a format that is in accordance with the financial reporting requirements of the grant. ii) Accounting records: records that adequately identify the source and application of funds for DISTRICT-supported activities. These records must contain information pertaining to grant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures and income.
iii) Internal control: effective internal and accounting controls over all funds, property and other assets. GRANTEE shall adequately safeguard all such assets and assure that they are used solely for authorized purposes.
iv) Budget control: comparison of actual expenditures or outlays with budgeted amounts for each grant.
v) Allowable cost: procedures for determining reasonableness, allowability, and allocability of costs generally consistent with the provisions of federal and state requirements. vi) Source documentation: accounting records that are supported by source documentation. vii) Cash management: procedures to minimize the time elapsing between the advance of funds from DISTRICT and the disbursement by GRANTEE, whenever funds are advanced by DISTRICT.
Contract No. 2018.245
C. DISTRICT may review the adequacy of the financial management system of GRANTEE at any time subsequent to the award of the grant. If DISTRICT determines that GRANTEE's accounting system does not meet the standards described in paragraph B above, additional information to monitor the grant may be required by DISTRICT upon written notice to GRANTEE, until such time as the system meets with DISTRICT approval.
14. AUDIT / RECORDS ACCESS - GRANTEE agrees that DISTRICT shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement.
GRANTEE agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated, or until completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later . GRANTEE agrees to allow the designated representative(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, GRANTEE agrees to include a similar right of DISTRICT to audit records and interview staff in any contract, subcontract, or subgrant related to performance of this Agreement.
15. FORFEIT OF GRANT FUNDS/ REPAYMENT OF FUNDS IMPROPERLY EXPENDED - If grant funds are not expended, or have not been expended, in accordance with this Agreement, or if real or personal property acquired with grant funds is not being used, or has not been used, for grant purposes in accordance with this Agreement, DISTRICT, at its sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring GRANTEE to forfeit the unexpended portion of the grant funds and/or to repay to DISTRICT any funds improperly e_xpended.
16. COMPLIANCE - GRANTEE shall comply fully with all applicable federal, state, and local laws, ordinances, regulations, and permits. GRANTEE shall provide evidence, upon request, that all local, state, and/or federal permits, licenses, registrations, and approvals have been secured for the purposes for which grant funds are to be expended. GRANTEE shall maintain compliance with such requirements throughout the grant period. GRANTEE shall ensure that the requirements of the California Environmental Quality Act are met for any approvals or other requirements necessary to carry out the terms of this Agreement. Any deviation from the requirements of this section shall result in non-payment of grant funds.
17. CONFIDENTIALITY - In order to carry out the purposes of this Agreement, GRANTEE may require access to certain of DISTRICT's confidential information (including trade secrets, inventions, confidential know-how, confidential business information, and other information that DISTRICT considers confidential) (collectively, "Confidential Information") . It is expressly understood and agreed that DISTRICT may designate in a conspicuous manner Confidential Information that GRANTEE obtains from DISTRICT, and GRANTEE agrees to:
A. Observe complete confidentiality with respect to such information, including without limitation, agreeing not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever, except that such disclosure or access shall be permitted to employees of GRANTEE requiring access in fulfillment of the services provided under this Agreement.
B. Ensure that GRANTEE's officers, employees, agents, representatives, subgrantees, and independent contractors are informed of the confidential nature of such information and to assure by agreement or otherwise that they are prohibited from copying or revealing, for any
Contract No. 2018.245
purpose whatsoever, the contents of such information or any part thereof, or from taking any action otherwise prohibited under this section.
C. Not use such information or any part thereof in the performance of services to others or for the benefit of others in any form whatsoever whether gratuitously or for valuable consideration, except as permitted under this Agreement.
D. Notify DISTRICT promptly and in writing of the circumstances surrounding any possession, use, or knowledge of such information or any part thereof by any person or entity other than those authorized by this section. Take at GRANTEE's expense, but at DISTRICT's option and in any event under DISTRICT's control, any legal action necessary to prevent unauthorized use of such information by any third party or entity which has gained access to such information at least in part due to the fault of GRANTEE.
E. Take any and all other actions necessary or desirable to assure such continued confidentiality and protection of such information during the term of this Agreement and following expiration or termination of the Agreement.
F. Prevent access to such materials by a person or entity not authorized under this Agreement.
G. Establish specific procedures in order to fulfill the obligations of this section.
Notwithstanding the foregoing, DISTRICT acknowledges that GRANTEE is a public agency subject to the requirements of the California Public Records Act. If GRANTEE receives a request or demand of any third person or entity not a party to this Agreement for production, section and/or copying of information designated by DISTRICT as Confidential Information, GRANTEE as soon practical but within three (3) days of receipt of the request, shall notify the DISTRICT that such request has been made. DISTRICT shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information by GRANTEE. If DISTRICT takes no such action, after receiving the foregoing notice from the GRANTEE, GRANTEE shall be permitted to comply with the request or demand and is not required to defend against it.
18. INTELLECTUAL PROPERTY RIGHTS - Title and full ownership rights to all intellectual property developed under this Agreement shall at all times remain with DISTRICT, unless otherwise agreed to in writing.
19. PUBLICATION
A. DISTRICT shall approve in writing any report or other document prepared by GRANTEE in connection with performance under this Agreement prior to dissemination or publication of such report or document to a third party . DISTRICT may waive in writing its requirement for prior approval.
B. Until approved by DISTRICT, any report or other document prepared by GRANTEE shall include on each page a conspicuous header, footer, or watermark stating "DRAFT - Not Reviewed or Approved by BAAQMD," unless DISTRICT has waived its requirement for prior approval pursuant to paragraph A of this section.
C. Information, data, documents, or reports developed by GRANTEE for DISTRICT, pursuant to this Agreement, shall be part of DISTRICT's public record, unless otherwise indicated. GRANTEE may use or publish, at its own expense, such information, provided DISTRICT approves use of such information in advance. The following acknowledgment of support and disclaimer must appear in each publication of materials, whether copyrighted or not, based upon or developed under this Agreement.
Contract No. 2018.245
"This report was prepared as a result of work sponsored, paid for, in whole or in part, by the Bay Area Air Quality Management District (District). The opinions, findings, conclusions, and recommendations are those of the author and do not necessarily represent the views of the District. The District, its officers, employees, contractors, and subcontractors make no warranty, expressed or implied, and assume no legal liability for the information in this report."
D. GRANTEE shall inform its officers, employees, subgrantees, and subcontractors involved in the performance of this Agreement of the restrictions contained herein and shall require compliance with the above.
20. PROPERTY AND SECURITY - Without limiting GRANTEE's obligations with regard to security, GRANTEE shall comply with all the rules and regulations established by DISTRICT for access to and activity in and around DISTRICT's premises.
21. ASSIGNMENT - No party shall assign, sell, license, or otherwise transfer any rights or obligations under this Agreement to a third party without the prior written consent of the other party, and any attempt to do so shall be void upon inception.
22. WAIVER - No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a party to enforce performance by the other party of any term, covenant, or condition of this Agreement, and the failure of a party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies.
23. FORCE MAJEURE - Neither DISTRICT nor GRANTEE shall be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of the services, or other causes, except financial, that are beyond the reasonable control of DISTRICT or GRANTEE, for a period of time equal to the period of such force majeure event, provided that the party failing to perform notifies the other party within fifteen calendar days of discovery of the force majeure event, and provided further that that party takes all reasonable action to mitigate the damages resulting from the failure to perform.
Notwithstanding the above, if the cause of the force majeure event is due to party's own action or inaction, then such cause shall not excuse that party from performance under this Agreement.
24. SEVERABILITY - If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them will not be affected.
Contract No. 2018.245
25. HEADINGS - Headings on the sections and paragraphs of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.
26. COUNTERPARTS/FACSIMILES/SCANS - This Contract may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same contract. The parties may rely upon a facsimile copy or scanned copy of any party's signature as an original for all purposes.
27. GOVERNING LAW - Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application to another jurisdiction's laws. Venue for resolution of any dispute that arises under or relates to this Agreement, including mediation, shall be San Francisco, California.
28. ENTIRE AGREEMENT AND MODIFICATION - This Agreement represents the final, complete, and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying upon, any representation or warranty outside those expressly set forth herein. This Agreement may only be amended by mutual agreement of the parties in writing and signed by both parties.
29. SURVIVAL OF TERMS - The provisions of sections 7 (Indemnification), 14 (Audit/ Records Access), 15 (Forfeit of Grant Funds / Repayment of Funds Improperly Expended), 17 (Confidentiality), 18 (Intellectual Property Rights), and 19 (Publication) shall survive the expiration or termination of this Agreement.
Contract No. 2018.245
IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed on their behalf by their authorized representatives.
BAY AREA AIR QUALITY
MANAGEMENT DISTRICT
By:
Executive Officer/ APCO
Date:
Approved as to form :
District Counsel
By:
'· Brian C. Bunge'r
District Counsel ~
CITY OF SANTA CLARA
dba SILICON VALLEY POWER
Date:
APPROVED AS TO FORM:
SANTA CLARA CITY ATTORNEY'S OFFICB
~~
Contract No. 2018.245
ATTACHMENT A
WORK PLAN
GRANTEE will design, procure, and install a 1 MW/4.5 MWh lithium-ion battery energy storage system (BESS) for a selected data center to reduce and potentially avoid the use of diesel generators with uninterrupted power supply. The project will demonstrate the feasibility of battery storage for data centers, delaying the use of diesel generators as backup power.
Phase 1: Site/Customer Selection and Assessment
Task 1.1: Identify and select data center partner
GRANTEE will launch a solicitation to identify data centers interested in delaying the use of, and potentially replacing a diesel generator with a lithium-ion battery energy storage system. GRANTEE will use the following selection criteria for the ideal candidate: a) located within the BAAQMD CARE boundary (as defined by the Air District: http://www.baag md.gov/plans -and-climate/comm unity -air risk-evaluat ion-care -program ) and SVP's service territory, b) has renewable energy and climate goals aligned with GRANTEE's climate goals, and c) is collaborative, willing and interested in potentially scaling up the project in future years.
Deliverables:
1. Criteria for site selection and decision
2. Confirmation from the data center as a partner (e.g., signed agreement, MOU, etc) Task 1.2: Assess construction project process and preliminary site plan GRANTEE will assess the construction project process and preliminary site plan for the placement of the battery energy storage system (including permitting and interconnection requirements and service data scheduling). GRANTEE will also ensure proper procedures aligned with city permitting, CEQA (if applicable), and other project clearance steps.
Deliverables:
1. Preliminary site plan (assess site challenges, projected load and ramp schedule, costs, schedule service date, etc.)
2. Checklist of construction project process and necessary permits, codes, standards, engineering designs, approvals, reviews (with dates of execution)
3. Interconnection requirements issued by utility and interconnection agreement Phase 2: Collaboration and Deployment
Task 2.1: Collaborate with selected sub-contractor to size, design, purchase and install battery storage system
GRANTEE will work with the data center to size, engineer, procure and construct the battery energy storage system. The sub-contractor that will install the battery storage system will be confirmed once the data center selection is finalized and will be responsible for installing the battery, inverter, battery management system, enclosures/racks, controller, and balance of plant for integration of battery energy storage system into the facility. The selected data center will select the sub-contractor. The sub contractor and battery storage technology provider will also carry out battery testing, verification
Contract No. 2018.245
inspections, and training related to operation, maintenance, and emergency response procedures for the battery storage system.
Deliverables:
1. Conceptual system design
2. Sub-contractor contract
3. Certificates that ensure engineering requirements, operational testing, inspection, safety codes have been met
4. Equipment specifications
5. Installation documentation and images
Task 2.2: Deploy and test battery storage system and aggregation controller GRANTEE will deploy and test the battery storage system and aggregation controller. The controller optimally dispatches the battery system network to maximize the lifetime of each battery system and optimizes the battery to maximize GHG reductions. The system will communicate events in real-time across the data center, the utility transmission and operations systems and GRANTEE's real-time energy trading desk.
Deliverables:
1. Battery system performance report (e.g., information on charge, health, voltage, capacity, etc.) .
2. Design plan to determine user interface and software platform to manage data Phase 3: Monitor Outcome and Results
Task 3.1: Monitor project outcome and results by metrics GRANTEE will monitor progress and track results in terms of: Anticipated performance of the battery system, based on performance models and specifications of the system (e.g., battery cycles per year, avoided emissions from daily charge and discharge of system due to intra daily differences in the wholesale market carbon intensity, etc.) Installation's estimated (monthly, annual, and battery life (~15 years)) energy-use and GHG-emissions reductions
Deliverables:
1. Detailed results included in the project final report (see below) Progress Reports
Beginning thirty (30) calendar days after execution of the contract, every April 15, July 15, October 15 and January 15 until the end of the Term, GRANTEE shall provide quarterly progress reports describing GRANTEE's progress toward completion of the work outlined above. Quarterly progress reports shall be prepared on the District's Quarterly Report form (provided separately).
Final Report
Contract No. 2018.245
Within thirty (30) calendar days of completion of project, GRANTEE shall submit a Final Report. The Final Report, to be prepared on the District's Final Report form (provided separately), should report on the outcomes of the project and learned lessons.
Grant Payments
Grant payments will be made in installments in accordance to Section 8, Payment. Total payments under this Agreement shall not exceed $300,000.
Reporting and Grant Payment Schedule for Grant Funds
Payments of grant funds shall be contingent upon DISTRICT's approval of GRANTEE's quarterly progress reports and final report. DISTRICT approval will take into consideration adequate progress in implementing program tasks to meet the milestones set forth below. DISTRICT shall pay GRANTEE its grant payments upon receipt and approval of GRANTEE's quarterly progress reports and final report demonstrating that the applicable project milestones have been met as provided in Section 8 of this Agreement.
Milestone Required progress on Completion Date Report Payment project
1 Task 1.1- initiated and 1/31/19 Quarterly progress report $37,500 completed {QPR) #1 {4/15/19)
2 Task 1.2 - initiated 4/31/19 QPR #2 (7 /15/19) $37,500 3 Task 1.2 - completed 7 /31/19 QPR #3 {10/15/19) $37,500 Task 2.1- initiated
4 Task 2.1- on-going 10/31/19 QPR #4 {1/15/20) $37,500
5 Task 2.1- on-going 1/31/20 QPR #5 (4/15/20) $37,500
6 Task 2.1- completed 4/30/20 QPR #6 {7 /15/20) $37,500 Task 2.2 - initiated
Task 3.1- initiated
7 Task 2.2 - completed 7/31/20 QPR #7 {10/15/20) $37,500 Task 3.1- on-going
8 (Final) Task 3.1- completed 11/30/20 Final Report (1/22/21) $37,500
Contract No. 2018.245
Amendment No. 2 to Grant No. 2018.245
AMENDMENT NO. 2 TO
BAY AREA AIR QUALITY MANAGEMENT DISTRICT
GRANT NO. 2018.245
This amendment to the above -entitled grant (“Grant Amendment”) is dated, for reference purposes only, April 25, 2022.
RECITALS:
1. T he Bay Area Air Qual ity Management District (“DISTRICT”) and City of Santa Clara dba Silicon Valley Power (“GRANTEE”) (hereinafter referred to as the “PARTIES”) entered into the above -entitled grant to demonstrate the feasibility of battery energy storage systems for back -up power at data cente rs (the “ Agreement”), which Agreeme nt was executed on behalf of GRANTEE on January 18, 2019 , and on behalf of DISTRICT on February 8, 2019.
2. The PARTIES entered into Amendment No. 1 to the Grant, dated October 27, 2020, for reference purposes only, to extend the term and certain project dates of the Grant.
3. The PARTIES mutua lly seek to extend the term and certain project dates of the Agreement due to continued delays and hardships caused by the COVID-19 pandemic.
4. I n accordance with Section 28 of the Agreement, DISTRICT and GRANTEE desire to amend the above-entitled Agreement as follows:
TERMS AND CONDITIONS OF GRANT AMENDMENT:
1. By this Grant Amendment, DISTRICT and GRA NTEE amend Section 3 , “Term.” The term of the Agreement shall be extended so t hat the termination date of the Agreement is now January 15, 2024.
2. By this G rant Amendment, DISTRICT and GRANTEE amend Section 8, “Payment,” of the Agreement to replace paragraph A with the following paragraph:
“A. DISTRICT agrees to award GRANTEE a gra nt of $300,000 for the activities describ ed in Attachment A, Work Plan. Grant shal l be payable in four (4) installments, as follows:
a) Two (2) payments of $37,500 each, upon DISTRICT’S receipt and approval of GRANTEE’S invoice and progress report #1 and progress report #2;
Amendment No. 2 to Grant No. 2018.245
b) One (1) payment of $187,500 upon completion of Task 1.2 through Task 2.2 described in Attachment A, Work Plan, and payable following DISTRICT’s receipt and approval of GRANTEE’s progress report Q3 2023. c) One ( 1) final payment of $ 37,500 upon co mpletion of the Final Report , payable upon DISTRICT’s receipt and approval of GRANTEE’s invoi ce and GRANTEE’s final report.
3. By this Grant Amendment, DISTRICT and GRAN TEE replace Attachment A-1 , Work Plan, with the attached “Attachment A-2 , Work Plan ” and agree that all r eferences in the Agreement to Attachment A shall be deemed to refer to Attachment A-2, Work Plan.
4. DISTRICT and GRANTEE agree that all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the PARTIES have caused this Grant Amendment to be duly executed on their behalf by their authorized representatives.
BAY AREA AIR QUALITY CITY OF SANTA CLARA
MANAGEMENT DISTRICT dba SILICON VALLEY POWER
By: ______________________________ By: ______________________________ Sharon Landers Rajeev Batra, City Manager
Interim Executive Officer/APCO City of Santa Clara
Date: ______________________________ Date: ______________________________
Approved as to form: Approved as to form:
District Counsel
By: ______________________________ By: _____________________________ Alexander Crockett Office of the City Attorney District Counsel City of Santa Clara
Amendment No. 2 to Grant No. 2018.245
ATTACHMENT A-2
WORK PLAN
GRANTEE will design, procure, and install a 2.5 MW/5 MWh lithium-ion battery energy storage system (BESS) for a selected data center to reduce and potentially avoid the use of diesel generators with uninterrupted power supply. The project will demonstrate the feasibility of battery storage for data centers, delaying the use of diesel generators as backup power.
Phase 1: Site/Customer Selection and Assessment
Task 1.1: Identify and select data center partner
GRANTEE will launch a solicitation to identify data centers int erested i n delaying the use of, and potentially replacing a diesel generator with a lithium -ion battery energy storage system . GRANTEE will use the following selection criteria for the ideal candidate: a) located within the BAAQMD CARE boundary (as defin ed by the A ir District:
http://www.baaqmd.gov/plans-and-climate/community-air-
risk-evaluation-care-program) and SVP’s service territory, b) has renewable ene rgy and cli mate goals aligned with GRANTEE’s climate goals, and c) is collaborative, willing and interested in potentially scaling up the project in future years.
Deliverables:
1. Criteria for site selection and decision
2. Confirmation from the data center as a partner (e.g., signed agreement, MOU, etc)
Task 1.2: Assess construction project process and preliminary site plan GRANTEE will assess the construction project process and preliminary site plan for the placement of the battery energy storage system (including permitting and interconnection requirements and service data scheduling). GRANTEE will also ensure prop er proce dures aligned wit h city permitting, CEQA (if applicable), and other project clearance steps.
Deliverables:
1. Preliminary site plan ( assess site challenges, projected load and ramp schedule, costs, schedule service date, etc.)
2. Checklist of constru ction project process and necessary permits, codes, standards, engineering designs, approvals, reviews (with dates of execution)
3. Interconnection requirements issued by utility and interconnection agreement
Phase 2: Collaboration and Deployment
Task 2.1: Collaborate with selected sub-contractor to size, design, purchase and install battery storage system
GRANTEE will work with the data cen ter to size , engineer, procure and construc t the battery en ergy storage system. The sub -contractor that will install the battery st orage system will be confirmed once the data center selection is finalized and will be responsible for installing the battery , inverter, battery management system, enclosures/racks, controller, and balance of plant for integration of battery energy storage system i nto the facility. The selected data center will select the sub -contractor. The su b- contractor and battery storage te chnology pr ovider will also carry out batte ry testing, veri fication
Amendment No. 2 to Grant No. 2018.245
inspections, and training related to operation, maintenance, an d emergency response procedures for the battery storage system.
Deliverables:
1. Conceptual system design
2. Sub-contractor contract
3. Certificates that ensure engineering requirements, operational testing, inspection, safety codes have been met
4. Equipment specifications
5. Installation documentation and images
Task 2.2: Deploy and test battery storage system and aggregation controller GRANTEE will deploy and test the battery storage system and aggregation controller. The controller optimally dispatches the battery system network to maximize the lifetime of each battery system and optimizes the bat tery to maximize GHG reductions. Th e system wi ll communicate events in real- time across the data center, the utility transmission and operations syste ms and GRANTEE’s real-time energy trading desk.
Deliverables:
1. Battery system performance report (e.g., information on charge, health, voltage, capacity, etc.)
2. Design plan to determine user interface and software platform to manage data
Phase 3: Monitor Outcome and Results
Task 3.1: Monitor project outcome and results by metrics GRANTEE will monitor progress and track results in terms of: Anticipated performance of the battery system, based on performance models and specifications of the system (e.g., battery cycles per year, avoided emissions from daily charge and discharge of system due to intra daily differences in the wholesale market carbon intensity, etc.) installation’s estimated (monthly, annual, and battery life (~15 years)) energy-use and GHG-emissions reductions
Deliverables:
1. Detailed results included in the project final report (see below)
Progress Reports
Beginning thir ty (30) cal endar days after execution of th e contract, GRANTEE shall provide progress reports describing GRANTEE’s progress toward c ompletion of the work outlined above, no later than 15 days following each milestone completion date. Progress reports shall be prepared on the District ’s Progress Report form (provided separately).
Final Report
Within thirty (30) calendar days of completion of project, GRANTEE shall submit a Final Report. The Final Report, to be prepared on the District’s Final Report form ( provided separately), should report on the outcomes of the project and learned lessons.
Amendment No. 2 to Grant No. 2018.245
Grant Payments
Grant payments will be mad e in ins tallments in accordance to Section 8, Payment. Total payments under this Agreement shall not exceed $300,000.
Reporting and Grant Payment Schedule for Grant Funds
Payments of grant funds shall be contingent upon DISTRICT’s appr oval of GRANTEE’ s progress reports and final report. DISTRICT approval will take into consideration adequate progress in implementing program tasks to meet the milestones set fo rth below. DISTRICT shall pay GRANTEE its grant payments upon receipt and appro val of GRANTEE’s progress reports and final report demonstrating that the applicable project milestones have been met as provided in Section 8 of this Agreement.
Milestone Required progress on
project
Completion Date Progress Report
(due date)
Payment
1 Task 1.1 – initiated and
completed. New site
chosen Q1 2022
10/31/19 Progress report (PR)
#1 (11/15/19)
$37,500
*already paid
2 Task 1.2 – initiated.
New site chosen Q1
2022
1/31/20 PR #2 (2/15/20) $37,500
*already paid
3 Task 1.2- completed
Task 2.1
4/30/22
PR_Q2&3_2022
(7/15/22)
-
4 Task 2.1 11/30/22 PR_Q4_2022
(1/15/23)
-
5 Task 2.1
Task 2.2
5/30/23 PR_Q1&2_2023
(7/15/23)
-
6 Operational Date
7/30/23 PR_Q3_2023
(10/15/23)
$187,500
7 (Final) Task 3.1 12/31/23 Final Report
(1/15/24)
$37,500
-82:1547Ā.7;36893Ā0-)Ā+-+.(,% Ȁ$*!/Ȁ$/$'Ȁ+&-&Ȁ"-!+(#.(#&+% AMENDMENT NO. 1 TO
BAY AREA AIR QUALITY MANAGEMENT DISTRICT
GRANT NO. 2018.245
This amendment to the above-entitled grant ("Grant Amendment") is dated, for reference purposes only, October 27, 2020.
RECITALS:
1. The Bay Area Air Quality Management District ("DISTRICT" ) and City of Santa Clara dba Silicon Valley Power ("GRANTEE") (hereinafter referred to as the "PARTIES" ) entered into the above-entitled grant to demonstrate the feasibility of battery energy storage systems for back-up power at data centers (the "Agreement " ), which Agreement was executed on behalf of GRANTEE on January 18, 2019, and on behalf of DISTRICT on February 8, 2019.
2. The PARTIES mutually seek to extend the term and certain project dates of the Agreement due to unforeseen delays and hardships caused by the COVID-19 pandemic.
3. In accordance with Section 28 of the Agreement, DISTRICT and GRANTEE desire to amend the above-entitled Agreement as follows:
TERMS AND CONDITIONS OF GRANT AMENDMENT:
1. By this Grant Amendment, DISTRICT and GRANTEE amend Section 3, "Term." The term of the Agreement shall be extended so that the termination date of the Agreement is now April 30, 2022.
2. By this Grant Amendment, DISTRICT and GRANTEE amend Section 81 " Payment," of the Agreement to replace paragraph A with the following paragraph:
"A. DISTRICT agrees to award GRANTEE a grant of $300,000 for the activities described in Attachment A, Work Plan. Grant shall be payable in eight (8) installments, as follows:
a) Seven (7) payments of $37,500 each, upon DISTRICT'S receipt and approval of GRANTEE'S progress report and invoice; and
b) One (1) final payment of $37,500 upon completion of all tasks identified in Attachment A, Work Plan, payable upon DISTRICT's receipt and approval of GRANTEE's invoice and GRANTEE's final report ."
-82:1547Ā.7;36893Ā0-)Ā+-+.(,% Ȁ$*!/Ȁ$/$'Ȁ+&-&Ȁ"-!+(#.(#&+%
3. By this Grant Amendment, DISTRICT and GRANTEE replace Attachment A, Work Plan, with the attached "Attachment A-1, Work Plan" and agree that all references in the Agreement to Attachment A shall be deemed refer to Attachment A-1, Work Plan.
4. DISTRICT and GRANTEE agree tha~ all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the PARTIES have caused this Grant Amendment to be duly executed on their behalf by their authorized representatives .
BAY AREA AIR QUALITY
MANAGEMENT DISTRICT
By:
IADocuSigned by:
L~{t~~--------
Jack 1--'. l::lroadbent
Executive Officer/ APCO
Date:. ______ _ _ _ ____ _
Approved as to form:
District Counsel
By:
r-: DocuSigned by:
~~OB~
Brian C. Bunger
District Counsel
CITY OF SANT A CLARA
dba SILICON VALLEY POWER
By:
City Manager
Date:
Approved as to form:
By:
Digitally signed by Caio
C · A II Arellano a IQ re anO Date: 2021.01.26
Brian Doyle
City Attorney
15:38:25 -08'00'
Amendment No. 1 to Grant No. 2018.245
-82:1547Ā.7;36893Ā0-)Ā+-+.(,% Ȁ$*!/Ȁ$/$'Ȁ+&-&Ȁ"-!+(#.(#&+% ATTACHMENT A-1
WORK PLAN
GRANTEE will design, procure, and install a 2 MW/4 MWh lithium -ion battery energy storage system (BESS) for a selected data center to reduce and potentially avoid the use of diesel generators with uninterrupted power supply. The project will demonstrate the feasibility of battery storage for data centers, delaying the use of diesel generators as backup power.
Phase 1: Site/Customer Selection and Assessment
Task 1.1: Identify and select data center partner
GRANTEE will launch a solicitation to identify data centers interested in delaying the use of, and potentially replacing a diesel generator with a lithium-ion battery energy storage system. GRANTEE will use the following selection criteria for the ideal candidate: a) located within the BAAQMD CARE boundary (as defined by the Air District: http://www .baaqmd.gov/plans -and-climate/community -air risk-evaluation -care-program ) and SVP's service territory, b) has renewable energy and climate goals aligned with GRANTEE's climate goals, and c) is collaborative, willing and interested in potentially scaling up the project in future years.
Deliverables:
1. Criteria for site selection and decision
2. Confirmation from the data center as a partner (e.g., signed agreement, MOU, etc) Task 1.2: Assess construction project process and preliminary site plan GRANTEE will assess the construction project process and preliminary site plan for the placement of the battery energy storage system (including permitting and interconnection requirements and service data scheduling). GRANTEE will also ensure proper procedures aligned with city permitting, CEQA (if applicable), and other project clearance steps.
Deliverables:
1. Preliminary site plan (assess site challenges, projected load and ramp schedule, costs, schedule service date, etc.)
2. Checklist of construction project process and necessary permits, codes, standards, engineering designs, approvals, reviews (with dates of execution)
3. Interconnection requirements issued by utility and interconnection agreement Phase 2: Collaboration and Deployment
Task 2.1: Collaborate with selected sub-contractor to size, design, purchase and install battery storage system
GRANTEE will work with the data center to size, engineer, procure and construct the battery energy storage system. The sub-contractor that will install the battery storage system will be confirmed once the data center selection is finalized and will be responsible for installing the battery, inverter , battery management system, enclosures/racks, controller, and balance of plant for integration of battery energy storage system into the facility. The selected data center will select the sub-contractor. The sub contractor and battery storage technology provider will also carry out battery testing , verification
Amendment No. 1 to Grant No. 2018.245
-82:1547Ā.7;36893Ā0-)Ā+-+.(,% Ȁ$*!/Ȁ$/$'Ȁ+&-&Ȁ"-!+(#.(#&+% inspections, and training related to operation, maintenance, and emergency response procedures for the battery storage system.
Deliverables:
1. Conceptual system design
2. Sub-contractor contract
3. Certificates that ensure engineering requirements, operational testing, inspection, safety codes have been met
4. Equipment specifications
5. Installation documentation and images
Task 2.2: Deploy and test battery storage system and aggregation controller GRANTEE will deploy and test the battery storage system and aggregation controller. The controller optimally dispatches the battery system network to maximize the lifetime of each battery system and optimizes the battery to maximize GHG reductions. The system will communicate events in real-time across the data center, the utility transmission and operations systems and GRANTEE's real-time energy trading desk.
Deliverables:
1. Battery system performance report (e.g., information on charge, health, voltage, capacity, etc.)
2. Design plan to determine user interface and software platform to manage data Phase 3: Monitor Outcome and Results
Task 3.1: Monitor project outcome and results by metrics GRANTEE will monitor progress and track results in terms of: Anticipated performance of the battery system, based on performance models and specifications of the system (e.g., battery cycles per year, avoided emissions from daily charge and discharge of system due to intra daily differences in the wholesale market carbon intensity, etc.) Installation's estimated (monthly, annual, and battery life (~15 years)) energy-use and GHG-emissions reductions
Deliverables:
1. Detailed results included in the project final report (see below) Progress Reports
Beginning thirty (30} calendar days after execution of the contract, GRANTEE shall provide progress reports describing GRANTEE's progress toward completion of the work outlined above, no later than 15 days following each milestone completion date. Progress reports shall be prepared on the District's Progress Report form (provided separately).
Final Report
Within thirty (30} calendar days of completion of project, GRANTEE shall submit a Final Report. The Final Report, to be prepared on the District's Final Report form (provided separately), should report on the outcomes of the project and lea med lessons.