Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE CITY OF SANTA CLARA
This is an Agreement by and between the County of Santa Clara, a political subdivision of the State of California, dba County of Santa Clara Health System (“County” and/or “Health System” ) and the City of Santa Clara (“Contractor” and/or “Provider”), to provide funding for the purchase of products or services that benefit the County of Santa Clara Emergency Medical Services (“EMS”) system (“Agreement”).
County and Contractor may be referred to herein individually as a “Party” and collectively as the “Parties”.
The parties agree to comply with the General Terms and Conditions contained in Sections 1 – 32 of this Agreement and provisions contained in Exhi bit A: Scope of Service , Exhibit B: Insurance Requirements , which are attached hereto and incorporated herein by this reference and made a part of this Agreement.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agr eement in duplicate originals.
COUNTY OF SANTA CLARA CONTRACTOR
Date Rajeev Batra Date Director of Procurement Interim City Manager
County of Santa Clara Procurement Dept City of Santa Clara
Approved By:
Jackie Lowther Date Director, Emergency Medical Services Agency
County of Santa Clara Health System
Approved By:
Rene G. Santiago Date
Deputy County Executive
County of Santa Clara Health System
Approved By: Approved as to form and legality:
Vinod K. Sharma Date Wesley Dodd Date Chief Financial Officer Deputy County Counsel
County of Santa Clara Health System
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
THEREFORE, COUNTY and CONTRACTOR agree as follows;
1. Background
To support the County of Santa Clara EMS System, the County may provide funding to EMS First Responders for the purchase of products or services that provide a benefit to the County of Santa Clara EMS System. All products or services must adhere to the requirements mandated by the Santa Clara County Prehospital Policy 503 –EMS Patient Care Data System Overview.
2. Term
This Agreement is effective from June 30, 2022 to and December 31, 2022 unless terminated in accordance with Section 6.
3. Compensation and Payment
a. Contractor shall invoice County for the purchase or reimbursement of approved products and/or services under this Agreement to the satisfaction of the County according to Exhibit A: Scope of Service. Contractor’s invoice(s) shall be in a form that is acceptable to the County and shall be in a form that is acceptable to County and shall include all supporting data and documentation, such as a third-party receipt(s), as requested by the County.
b. The County’s standard payment term shal l be Net Thirty (30), unless otherwise agreed to by the parties. Payment shall be due Net Thirty (30) days from the date of receipt, approval of correct and proper invoice(s), and receipt of a certificate of insurance or an affidavit from the Provider of self-insurance indicating all limits and type of insurance coverages including a Blanket Fidelity Bond or Crime Insurance for advanced payment. Payment is deemed to have been made on the date the County mails the warrant or initiates the electronic funds transfer.
c. All payments made under this Agreement shall be subject to an audit at County’s option, and shall be adjusted in accordance with said audit. Adjustments found necessar y as a result of auditing shall be reimbursed back to the County in full.
d. Provider shall participate in the County’s electronic system for payment.
e. The maximum financial obligation for all services provided under this Agreement shall not exceed Thirty Eight Thousand Eight Hundred Ten Dollars and Eighteen Cents ($ 38,810.18) for the term of the Agreement. The County does not guarantee any minimum compensation payable under this Agreement.
4. Budget Contingency
This Agreement is contingent upon the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement ind icating the reduced amount.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
5. Indemnification and Insurance Requirements
a. Indemnity: Contractor will indemnify County as set forth in Exhibit B (Insurance Requirements).
b. Insurance: Without limiting the Contractor’s indemnification of the County, the Contractor will provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the insurance coverages and provisions set forth in Exhibit B (Insurance Requirements). Contractor agrees that failure to provide evidence of such required insurance coverages and provisions will result in the County withholding payment until all such evidence is provided to the County.
6. Termination
a. Either party to this Agreement shall have the right to terminate this Agreement, at any time, without cause, by providing the other party with thirty (30) days' prior written notice in the manner described in Section 10. Termination shall take effect automatically upon the expiration of the thirty (30) day notice period.
b. County may terminate this Agreement for cause upon 14 days written notice to Provider.
For the purposes of this Agreement, "cause" includes, but is not limited to, any of the following: a) Assignment, delegation, or subcontracting by Provider of this Agreement without the prior written consent of the County, which County may withhold in its sole and absolute discretion, b) Violation by Provider of any applicable laws, rules, regulations, policies, or procedures, c) Failure to respond to requests for information as required by this Agreement, and d) Any other material breach of this Agreement by Provider. Such notice shall specify the reason for termination and shall indicate the effective date of such termination.
c. This Agreement is contingent upon the existence o f a current 911 Emergency Medical Services Provider Agreement {"EMS Agreement") between the County and the Provider. If the EMS Agreement is terminated or expires without a successor in place, this Agreement shall automatically terminate concurrent with th e termination or expiration of the EMS Agreement.
7. Status of Parties
This is an Agreement by and between independent contractors and shall not be construed to create an employment, agency partnership, or joint venture relationship. Neither Contractor or its employees or agents shall be considered County employees, nor shall they be entitled to any of the benefits enjoyed by County employees, including, but not limited to, salary, vacation pay, sick pay, retirement, or workers' compensation, unemployment benefits, or any other County employee benefits. Neither party shall have the authority to make any statements, representations or commitments of any kind on behalf of the other party, or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided for herein.
8. Assignment
This Agreement shall not be assigned, in whole or in part, without the prior written consent of the County.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
9. Contracting Principles
All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules.
10. Notices
All notices required by this Agreement shall be deemed given when in writing and delivered personally, or five (5) days after deposited in the United States mail, postage prepaid, return receipt request, addressed to the other party at the address set forth below or at such other address as the party may designate in writing in accordance with this section.
To COUNTY:
Paul E. Lorenz, Chief Executive Officer
Santa Clara Valley Medical Center
Hospital and Clinics
751 S. Bascom Avenue
San Jose, CA 95128
To CONTRACTOR:
Rajeev Batra
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
11. Monitoring
a. Monitoring
Provider shall permit the County and its authorized representatives to monitor Provider’s performance of this Agreement. To the extent permitted by law, such monitoring may include, but is not limited to, audits and review of rec ords related to this Agreement.
Upon County’s request, Provider shall provide the County with access, through representatives of the Provider, to facilities, financial and employee records that are related to the purpose of this Agreement, except where pr ohibited by federal or state laws, regulations or rules. Monitoring by the County shall be permitted at any time during Provider’s normal business hours upon no less than ten (10) business days advance written notice and may occur up to one year following termination of the Agreement.
Provider shall also provide to the County copies of any financial audits that have been completed during the term of the contract within one week of the completion of such audit.
Provider shall designate a project coordinat or responsible for overseeing the performance of this Agreement, and serving as County’s primary contact for the purpose of monitoring this Agreement. Provider’s project coordinator shall cooperate with the County’s periodic review of Provider’s performan ce. Provider shall notify County in writing of the designation of the project coordinator and any change thereto.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
b. Maintenance and Availability of Records
Provider shall maintain records including, but not limited to, service and financial records adequate to demonstrate that the project is achieving its purpose, that billing is accurate, that all applicable local, state, and federal laws, rules, regulations, policies and procedures are met, and that adequate internal fiscal controls are maintained. These records shall be made available to representatives of the County of State of California or federal government upon request. All records pursuant to this Agreement shall be maintained for the term of this Agreement and for a period of five (5) years from termination or expiration of this Agreement or until all claims, if any, have been resolved, whichever period is longer, or longer if otherwise required under the provisions of this Agreement.
12. Equipment
a. Purchases of Equipment
Provider must maintain a log of any equipment purchased with funds received pursuant to this Agreement that includes a detailed description of the equipment purchased, the brand name, model number, serial number, and location.
b. Equipment Maintenance
Provider is solely responsible for any storage, service, training, and maintenance costs associated with any equipment and supplies purchased as a result of this Agreement.
c. Ownership of and Responsibility for Equipment and Supplies Any equipment and supplies purchased under this Agreement shall be considered the property of Provider. Provider shall maintain and administer a sound business program for ensuring the proper use, maintenance, protection, insurance, and preservation of equipment purchased under this Agreemen t. Provider may not sell, transfer, or otherwise dispose of any equipment or supplies purchased under this Agreement without prior written approval by County, which may be withheld in County’s sole and absolute discretion; provided, however, that Provider may dispose of equipment without County’s approval at the end of the equipment’s useful life or if Provider can demonstrate that it will maintain the same capability provided by the equipment to be disposed. Provider shall take reasonable steps to ensure that all equipment and supplies purchased under this Agreement are made available for use pursuant to a bonafide request for mutual-aid or inter- agency disaster assistance.
13. Entire Agreement
This Agreement, including all Exhibits, represents the entire a greement of the parties and supersedes any previous agreements between the parties relating to the same subject matter.
14. Amendments
This Agreement may only be amended by a written instrument signed by the parties.
15. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of Contractor and its successors and assigns, and upon the County and its successors and assigns.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
16. Governing Law, Venue
This Agreement shall be construed and enforced in accordance with the laws of the State of California without considering choice of law rules. The parties agree to submit to the jurisdiction of the federal and state courts located in the County of Santa Clara. The parties agree that venue shall be Santa Clara County for all purposes.
17. Compliance With All Laws, Including Non -Discrimination, Equal Opportunity, and Wage Theft Prevention
17.1 Compliance with All Laws: Contractor shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non - discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.
17.2 Compliance with Non -Discrimination and Equal Opportunity Laws: Contractor shall comply with all appl icable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Right s Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 1 2900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employmen t because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in t he recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
17.3 Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws.
17.4 Definitions: For purposes of this Subsection, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an a pplicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Com mission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing.
Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gen der identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code sect ion 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance.
17.5 Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, Contractor affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory governmen t agency, arbiter, or arbitration panel and (B) found that Contractor violated an applicable wage and hour law or pay equity law.
Contractor further affirms that it has satisfied and complied with or has reached Agreement
with the County regarding the manner in which it will satisfy – any such final judgments.
17.6 Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment. Contractor shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfy ing the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive- OCCM satisfies the notice requirements in this paragraph.
17.7 Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to Contractor’s records, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Subsection, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during Contractor’s normal business hours upon no less than 10 business days’ advance notice.
17.8 Pay Equity Notification: Contractor shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to Contractor for a job in California (collectively, “Employees and Job Applicants ”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of Contractor’s Employees and Job Applicants.
17.9 Material Breach: Failure to comply with any part of this Subsection shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions: (i) Suspend or terminate any or all parts of this Agreement. (ii) Withhold payment to Contractor until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour L aw or pay equity Law. (iii) Offer Contractor an opportunity to cure the breach.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
17.10 Subcontractors: Contractor shall impose all of the requirements set forth in this Subsection on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.
18. California Public Records Act
The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure , it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information.
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.
19. Third-Party Beneficiaries
The obligations created by this Agreement shall be enforceable only by the parties hereto, and no provision of this Agreement is intended to, nor shall any provision be construed to, create any rights for the benefit of or enforceable by any person to whom services are pr ovided, by Contractor or by any other third party.
20. Conflict of Interest
Contractor shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County.
In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. Contractor, including but not limited to contractor’s employees and subcontractors, may be subject to the d isclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
such persons from making or participating in making decisions that will foreseeably financially affect such interests.
If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agr eement, Contractor shall, upon execution of this Agreement, provide the County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcont ractors, who could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to the County under this Agreement. Contractor shall immediately notify the County of the names and email addresses of any additional individuals later assigned to provide such service to t he County under this Agreement in such a capacity. Contractor shall immediately notify the County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the County.
If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Contractor shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations, including but not limited to those listed in subpart (ii) of the first sentence of this Section 24 including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.
21. Dispute Resolution
21.1 All disputes arising in connection with the performance by any party under this Agreement shall be subjected to the provisions of this Section. Time is of the essence in the resolution of disputes.
The parties shall act immediately to resolve informally such disputes.
21.2 If the parties, through their respective authorized designees, can not mutually resolve a dispute within seven (7) days after written notification by any party to the other parties of the existence of such dispute, then the following procedure shall apply:
(i) Each party shall appoint one person to act as an impartial mediat or in an attempt to resolve such dispute. Each of the mediators shall have sufficient knowledge and experience to understand such dispute but shall not be a person who performs services under the Agreement. The mediators shall be known as the Dispute Resolution Group;
(ii) The Dispute Resolution Group shall convene at SCVMC, or at another location agreeable to all parties, not later than twelve (12) days following notification of the existence of such dispute and shall meet for a maximum of four (4) four-hour sessions during the subsequent seven (7) business days in an attempt to reach a resolution of such dispute which is acceptable to the parties. At such sessions, the Dispute Resolution Group may allow the parties to present arguments and other information regarding such dispute. Legal counsel shall be permitted to present arguments;
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
(iii) In the event that at such sessions, the Dispute Resolution Group fails to reach a resolution of such dispute, which is acceptable to all parties, then each party, may assert its other rights and remedies as provided under this Agreement, or provided by law;
(iv) Each party shall bear its own costs of mediation, including the cost of the mediator appointed by that party.
21.3 Nothing in this Section is intended to delay either party’s right to suspend, cancel or terminate the Agreement, in accordance with applicable provisions herein.
22. Waiver
No delay or failure to require performance of any provision of this Agreement shall constitute waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing and shall apply to the specific instance expressly stated.
23. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
24. Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
25. Force Majeure
Neither party shall be liable nor deemed to be in default for any delay, interruption or failure in performance under this Agreement deemed resulting, directly or indirectly, from Acts of God, civil or military authority, war, accidents, fires explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, riots, civil disturbances, strike or other work interruptions by either party’s employees, or any similar or dissimilar cause beyond the reasonable control of either party. However, both parties shall make good faith efforts to perform under this Agreement in the event of any such circumstances. In the event County determines that County facilities have been entirely or substantially destroyed by any of the above, this Agreement may be terminated by either party upon ten (10) days written notice to the other.
26. County No-Smoking Policy
Contractor and its employees, agents and subcontractors, shall comply with the County’s No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
27. Food and Beverage Standards
Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by Contractor with County funds for County - sponsored meetings or events.
If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the Contractor should consider providing a vegan option. If pre - packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans-fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.
If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar -sweetened beverages shall not be provided.
28. Use of Names and Logos
Neither party to this Agreement shall be permitted to use the other’s name, logo or corporate identity for any pu rpose without prior written consent for the party whose name, logo or corporate identity is to be used. If either party provides such consent, the party using the name, logo or corporate identity agrees to discontinue such use upon thirty (30) days’ prior notice from the consenting party.
29. Assignment of Clayton Act, Cartwright Act Claims
Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (14 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
30. Survival
All representations and warranties contained in Section 16 of this Agreement and in any instrument, certificate, exhibit, or other writing attached hereto and incorporated herein will survive the termination or expiration of this Agreement. I n addition, Sections 3, 11, 12 and 15 shall survive termination or expiration of this Agreement.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
31. Contract Execution Policy
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electroni cally signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County.
32. Living Wage
Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that contract with the County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violates this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:
(a) Suspend, modify, or terminate the Direct Services Contract. (b) Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County.
(c) Waive all or part of Division B36 or the Living Wage Policy.
This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
Exhibit A
Scope of Service
I. Project Area
Mechanical Cardiopulmonary Resuscitation (“CPR”) System.
1. Funds may be used to reimburse the Provider for costs associated with the purchase of approved (LUCAS or Zoll Auto Pulse) CPR systems to equip fire apparatus.
1.1 Procure approved mechanical CPR system that will enable the steady flow of oxygen and ensure that chest compression continues without interruption; allow first responders to focus on other life-saving tasks.
1.2 Purchases may consist of approved mechanical CPR system, battery chargers, external power supply, hard shell case, back plates, suction cups, and/or patient straps. Such purchases must be preapproved by the County.
1.3 Provider shall place into service any hardware purchased pursuant to this Agreement by December 31, 2022.
II. Performance Standards
1. The County EMS Agency will verify: 1) devices have been purchased in accordance with the requirements of this Scope of Work; and 2) devices are effectively deployed and in use on fire apparatus by December 31, 2022.
2. Provider will coordinate with the County EMS agency in documenting trends in neurological survival with and without mechanical CPR devices.
3. Document 100% of all mechanical CPR use in patient care through PCR documentation. The County EMS Agency may conduct audit to ensure each use is documented by Provider.
4. Provider will document trends in ROSC with or without mechanical CPR devices use.
5. Provider will comply with requirements in County EMS Protocol 700-A07 and 700-S01.
6. On or before November 1, 2022, Provider shall provide documentation, sufficient to show compliance with the requirements set forth in this Scope of Work. If Provider has not purchased prior to November 1, 2022; Provider must return all allocated funds.
7. The County EMS Agency may conduct an onsite audit to ensure that the equipment was purchased according to the specifications of this Agreement.
III. Budget
Project Area Project Area Name Amount
1 Mechanical Chest
Compression Device
System
$38,810.18
Total: $38,810.18
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
Exhibit B
INSURANCE REQUIREMENTS
FOR STANDARD SERVICE CONTRACTS
BETWEEN $10,001 AND $50,000
Indemnity
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 Agreement 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 Agreement 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 Agreement and does not prevail in that contest.
Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the 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 coverag e 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.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $500,000
b. General aggregate - $500,000
c. Products/Completed Operations aggregate - $500,000
d. Personal Injury - $500,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:
Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy.
Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one hundred thousand dollars ($100,000) 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 hundred thousand dollars ($100,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.
Agreement between County of Santa Clara and the City of Santa Clara for Mechanical Cardiopulmonary Resuscitation (“CPR”) System
5. Workers' Compensation and Employer's Liability Insurance
a. Statutory California Workers' Compensation coverage including broad form all- states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
2. The County acknowledges that some insurance requirements contained in this Agreement 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. Contractor’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self- insurance retentions.
3. Should any of the work under this Agreement be sublet, the 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.