format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library’s support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.
38. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee’s operation to ensure compliance with this Agreement, with reasonable advance notice.
39. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.
40. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other California State Library funded program.
41. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
d. The final 10% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient’s administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $103,888 upon execution of the agreement and submission of claim by the grantee organization.
o If applicable, second payment will be made after the submission and approval of the first reports and receipt of claim form in the amount of $7,124.
42. Self-Dealing and Arm’s Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm’s- length transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, “arm’s-length transactions” are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity’s business and the entity chooses the lowest of the resulting bids. “Self-dealing” is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.
43. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.
44. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, provide technical assistance when needed, and to visit the State funded project.
45. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the California State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.
46. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.
47. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: (1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.
Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-of-term or earlier termination, as determined by the State Library in its sole discretion.
48. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library’s rights or of any of grantee’s obligations as to any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.
49. Work Products: Grantee shall provide California State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
50. Worker’s Compensation: The State of California will not provide Workers’ Compensation insurance for Grantee or Grantee’s employees or contract personnel. If Grantee hires employees to perform services required by this Agreement, Grantee shall provide Workers’ Compensation insurance for them.
The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
EXHIBIT B: CERTIFICATION of COMPLIANCE FORM
1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to administer this grant program.
2. I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.
3. I certify that any or all other participants or contractors in the grant program have agreed to the terms of the application/grant award and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this program from the funds awarded for the activities and services described in the attached, as approved and/or as amended in the application by the California State Librarian.
4. The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this program, to include the requirements listed below in this Certification of Compliance Form.
5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $111,012. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.
6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102).
7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug- free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Rl'III CALIFORNIA
I&~ STATE LIBRARY
Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et. seq.)
8. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.
Former State Employees (Pub. Contract Code § 10411):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).
Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub.
Contract Code § 10430 (e)).
9. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code § 3700).
10. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)
11. RESOLUTION: For awards totaling $350,000 or more, a county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.
12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.
13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug- free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug- free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.
14. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all program staff, will ensure all project materials will meet California accessibility standards.
15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with all California non-discrimination laws.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
16. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with California State Library acknowledgement requirements.
Certification
ORGANIZATION
Name: Address (official and complete):
PROJECT COORDINATOR
Name:
Email: Phone:
GRANTEE AUTHORIZED REPRESENTATIVE
Name: Title:
Email: Phone:
Signature: Date:
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC 408-615-2932
City Manager
1500 Warburton Avenue, Santa Clara, CA 95050
[email protected]
Jovan D. Grogan
Jovan D. Grogan
Patty Wong
408-615-2210
10/6/2023
[email protected]
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Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
Authorized Representative Signature
ORGANIZATION
Name: Address (official and complete):
AUTHORIZED REPRESENTATIVE
Signature: Date:
Printed Name of Person Signing: Title:
STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signature: Date:
Printed Name of Person Signing: Title: California State Librarian
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Greg Lucas
9/13/2023
Jovan D. Grogan
Jovan D. Grogan
10/6/2023
City Manager
1500 Warburton Avenue, Santa Clara, CA 95050
Rl'III CALIFORNIA
I&~ STATE LIBRARY
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Santa Clara City Library
California Library Literacy Services
2023-2024 CLLS23-80
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx
Mileage:
Rate subject to change
$0.585 per mile – approved business/travel expense
Meals:
Receipts are required
$7.00 – Breakfast
$11.00 – Lunch
$23.00 – Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.
Hotel:
Receipts are required
and MUST have a zero
balance.
$ 90.00 plus tax for all counties/cities not listed below $ 95.00 plus tax for Napa, Riverside, and Sacramento
Counties
$ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and Ventura
Counties, and Edwards AFB. Excluding the city of Santa
Monica
$ 125.00 plus tax for Monterey and San Diego Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as well as three print-out hotel quotes. Actual receipt must be included with authorization and additional quotes.
Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.
AIRLINE TICKETS:
Itinerary and receipts are
required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird Check-in fee is not an approved reimbursable expense.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Rl'III CALIFORNIA
I&~ STATE LIBRARY
24 August 2023
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine- Executive-Order.pdf.
The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.
This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy- issues/financial-sanctions/sanctions-programs-and-country-information/ukraine- russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.
Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.
Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC I
- •■ - CALIFORNIA
-■ STATE LIBRARY
I
CALIFORNIA LIBRARY LITERACY AND ENGLISH ACQUISITION SERVICES
FINANCIAL CLAIM
1st PAYMENT
CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.
By
(Signature of the Authorized Representative)
(Print Name) (Title)
*Legal payee name must match the payee’s federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].
State of California, State Library Fiscal Office
ENY: 2023 ITEM NO: 6120-213-0001, Chapter 12, Statutes of 2023 PURCHASING AUTHORITY NUMBER: CSL-6120 REPORTING STRUCTURE: 61202000 COA: 5432000 PROGRAM #: 5312
FAIN: N/A
By Date
(State Library Representative)
Grant Award #: CLLS23-80 Date:
Invoice #:
CLLS23-80-01 PO #:
6705
Payee Name: Santa Clara Public Library
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address:
Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $103,888 Type of Payment:
(Payable Upon Execution of Agreement) ☒ PROGRESS
Grantee Name: Santa Clara City Library ☐ FINAL (Name on Award Letter and Agreement) ☐ IN FULL
Project Title: California Library Literacy Services ☐ AUGMENT For Period From: upon execution to end of grant period
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC 10/6/2023
1500 Warburton Avenue, Santa Clara, CA 95050
City Manager
Jovan D. Grogan
10/6/2023
~~ CALIFORNIA
~~ STATE LIBRARY
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)
CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2) CORPORATION (see instructions on page 2)☐ SOLE PROPRIETOR / INDIVIDUAL ☐ MEDICAL (e.g., dentistry, chiropractic, etc.)☐ SINGLE MEMBER LLC Disregarded Entity owned by an individual ☐ PARTNERSHIP
☐ ESTATE OR TRUST
☐ LEGAL (e.g., attorney services)
☐ EXEMPT (e.g., nonprofit)
☐ ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN.
The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. •
•
•
•
•
•
For Individuals, enter SSN.
If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.
Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.
For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).
For Single Member LLC (disregarded entity), in which the s ole member is a business entity, enter the owner entity’s FEIN. Do not use the disregarded entity’s FEIN.
For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity’s FEIN.
Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___
___
Section 4 – Payee Residency Status (See instructions)
☐ CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California. ☐ CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding. ☐No services p
erformed in California
☐Copy of Franchise
Tax Board waiver of state withholding is attached.
Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.
Should my residency status change, I will promptly notify the state agency below.
NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS SIGNA
TURE DATE TELEPH
ONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:
STATE AGENCY/DEPARTMENT OFFICE UNIT/S ECTION
MAILI
NG ADDRESS FAX TELEP
HONE (include area code)
CITY STATE ZIP CODE E-MAIL ADDRESS
Print Form
Reset Form
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Ca. State Library
Sacramento
Admin/Accounting
CA
900 N Street
95814
916-603-7157
I I
I
I
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.
Prompt return of this fully completed form will prevent delays when processing payments.
Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).
NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.
A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.
Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).
Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subjec t to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return. • Single Mem
ber Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of Cal
ifornia tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.
Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.
Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.
Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for… Individual ● Sole Proprietorship ● Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual Partnerships ● Limited Liability Partnerships (LLP) ● and, LLC treated as a Partnership Partnerships Estate ● Trust (other than disregarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery care, dentistry, etc. ● LLC that is to be taxed like a Corporation and is medical in nature Corporation-Medical
Corporation that is legal in nature (e.g. , services of attorneys, arbitrators, notary publics involving legal or law related matters, etc.) ● LLC that is to be taxed like a Corporation and is legal in nature Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above ● LLC that is to be taxed as a Corporation and does not meet any of the other corporation types listed above Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the st ate provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax com pliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.
Section 4 – Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is
a resident if the decedent was a California resident at time of death. • A trust i
s a resident if at least one trustee is a California resident. o For indi
viduals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.
For infor
mation on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:
Withholdi
ng Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hear
ing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signe e can provide a power of attorney documented for the individual.
Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.
Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.
All questions should be referred to the requesting state agency listed on the bottom front of this form.
DocuSign Envelope ID: BDE51700-7F72-4264-96AA-784AF68BFDDC Library – Courts Building 916-323-9759
P.O. Box 942837 [email protected]
Sacramento, CA 94237-0001 www.library.ca.gov
July 21, 2023
Patty Wong
Santa Clara City Library
2635 Homestead Road
Santa Clara, CA 95051
Dear Ms. Patty Wong,
We’re pleased to provide funds to support your English as a Second Language program and the
important work that you, your staff, and your volunteers do for your community through
the California Library Literacy Services program.
In 2021-2022, the state budget included one-time California Library Literacy Services funding at $15 million for English as Second Language Services. These
funds will be allocated over a five-year period. This award letter covers Year 3 of funding between July 1, 2023, and June 30, 2024.
Your total award for the 2023-2024 fiscal year beginning July 1, 2023, is:
x
Total Award: $58,103
Your funds must be fully expended by June 30, 2024, in accordance with your approved budget on file with the State Library. The budget listed in your award packet indicates your original grant request. Your library may have to submit a new budget for review and approval to reflect your 2023-2024 English as a Second Language Services award.
To ensure that program expenditures are
consistent with the California Library
Literacy Services allowable expenses, please review the California Library Literacy Services Allowable and Unallowable Expenses guidelines. If you have any questions about expenses or
expending your award funds, please contact
Allyson Jeffredo at [email protected].
We strongly encourage your
program staff to develop and maintain community
partners to strengthen your program, attend regular regional library literacy network meetings, participate in your local Adult Education Consortium, and participate in library literacy training opportunities offered by the regional networks and the State Library to meet the
CLLS Mission, Values, and Program
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E •• CALIFORNIA Dalll STATE LIBRARY
Library – Courts Building 916-323-9759
P.O. Box 942837 [email protected]
Sacramento, CA 94237-0001 www.library.ca.gov
Essentials. Additional California Library Literacy Services resources can also be found on the California Library Literacy Services webpage.
The payment process begins when we receive your completed and signed budget modification form (if needed), claim form, certification form, and State Funded Grants Award Agreement and Certificate of Compliance (attached).
All forms should be completed and signed through DocuSign to be processed for payment.
Our library literacy staff is available to assist you throughout the year. Please contact your Advisor Beverly Schwartzberg,
[email protected], and your Grant Monitor Allyson Jeffredo, [email protected], with any questions.
Thank you for your willingness to do so much for those in your community. Best wishes for a successful year.
Respectfully yours,
Greg Lucas
California State Librarian
Cc: Beverly Schwartzberg, [email protected] Allyson Jeffredo, [email protected]
Fiscal Office, [email protected]
Shanti Bhaskaran, Literacy Program Supervisor
Sami James, sjames@santaclaraca,gov
Enc: Re: ESL21-3-44: Claim form, certif ication form, and State Funded Grants Award Agreement and Certificate of Compliance
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E R'~ CALIFORNIA
~~ STATE LIBRARY
Santa Clara City Library
THE BASICS – YOUR GRANT AWARD
The following provides basic information about your grant and managing your grant.
Award #: ESL21-3-44
Library: Santa Clara City Library
Total Award Amount: $58,103
ESL GRANT REQUEST
Salary and Benefits $62,297
Contract Staff $0
Operations $4,000
Library Literacy Materials $5,500
Small Equipment $1,500
Equipment ($5,000 or more per
unit) $0
Subtotal $73,297
Indirect $1,500
Award Difference to be Adjusted
(included in grant total below) -$16,694
Grant Total $58,103
Start Date: Upon execution
End Date: June 30, 2024
Please understand that it can take between eight to ten weeks following the receipt of an error free claim form before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.
CONTACT
We want your project to be successful. Please work with the program staff listed below to implement your project:
Literacy Analyst: Allyson Jeffredo
Phone Number: (916) 603-6709
Email Address: [email protected]
Library Programs Consultant: Beverly Schwartzberg
Phone Number: (916) 701-6880
Email Address: [email protected]
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E 7 I
Santa Clara City Library
CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that the claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.
The claims the indicated allowance for the purposes of carrying out the functions stated in its CLLS applic ation and in Sections 18880-18883 of the California Education Code.
2635 Homestead Road, Santa Clara, CA 95051
S I G N E D D A T E
Signature - Authorized representative
Typed/Printed Name and Title of Authorized Representative
Email address of authorized representative
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E 8/16/2023
Jovan D. Grogan
[email protected]
City Manager
Santa Clara City Library
PROJECT INFORMATION:
Invoice #: ESL21-3-44
Project Title: English as a Second Language Services
Grantee: Santa Clara City Library
Funding Start Date: Upon execution
Term Completion: June 30, 2024
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
Total Award: $58,103
PAYMENT SCHEDULE:
Libraries receive 100% of their 2023-2024 English as a Second Language Services award upon receipt of the award letter.
Note: Libraries have 18 months to spend their 2023-2024 English as a Second Language Services award funds, from July 1, 2023, in which the funds are awarded until December 31, 2024.
English as a Second
Language Service Award
Final Payment $58,103
Total $58,103
REPORTING:
For the 2023-2024 program period, libraries w ill be required to submit a mid-year report and final report. Reminder emails will be sent out beginning six weeks before the required reports are due.
All required reporting materials will be located on the California State Library’s website. The reporting schedule is detailed below.
Mid-Year Report Due January 31, 2024
Final Report Due September 30, 2024
Note: A budget modification form will be required for all budget changes regardless of amount. Modification forms may be submitted throughout the year but no later than May 31st.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E
STATE FUNDED GRANTS
AWARD AGREEMENT AND
CERTIFICATE OF COMPLIANCE
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E '111 CALIFORNIA a1'I STATE LIBRARY
Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
TABLE OF CONTENTS
TS
PROJECT SUMMARY
Y
2 2
PROCEDURES AND REQUIRMENTS
A. Term of the Agreement 3
B.
Scope of Work
rk 3
C.
.
Budget Detail
ail 3
D.
.
Narrative and Financial Reports
ts 4
E.
Claim Form and Payment
nt
5 5
EXHIBIT A: TERMS AND CONDITIONS
NS
7 7
EXHIBIT B: CERTIFICATION AND COMPLIANCE FORM
M
2 2
Certification 25
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
ES
27 2
7 7
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E
CALIFORNIA
STATE LIBRARY
TABLE OF CON E TS
PROJECT SUMMARY
PROCEDURES AND REQUIRMENTS
A. Term of the Agreement
B. Scope of Work
c. Budget Detail
D. Narrative and Financial Reports
E. Claim Form and Payment
EXHIBIT A: TERMS AND CONDITIONS
EXHIBIT B: CERTIFICATION AND COMPLIANCE FORM
Certification
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
2 3
3 3
4 5
7 22
25 27
Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
PROJECT SUMMARY
AWARD AGREEMENT BETWEEN THE STATE LIBRARY and Santa Clara City Library for the English as a Second Language Services project.
AWARD AGREEMENT NUMBER ESL21-3-44
This Award Agreement (“Agreement”) is entered into on July 1, 2023 by and between the California State Library (“State Library”) and Santa Clara City Library, (“Grantee”).
This Award Agreement pertains to Grantee’s State-funded English as a Second Language Services project.
The Library Development Services Bureau (“LDS”) of the State Library administers state and federal funds in the form of awards.
The Grantee was selected by the State Library to receive state grant funds in the amount of $58,103 through the process adopted by the State Library in administering such grants.
The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E a CALIFORNIA
STATE LIBRARY
Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins July 1, 2023, and ends June 30, 2024. The project’s final expenditure date is December 31, 2024. If completion of the project occurs prior to the end of the grant period, this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project's final encumbrance period ends on June 30, 2024, and all eligible program costs must be expended by December 31, 2024.
B. Scope of Work
1. Grantee agrees to perform all activities specifically identified in the Grantee’s application and submitted to the State Library in response to the English as a Second Language Services project.
2. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
x Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). x Make financial records available to the State Library upon request. x Work with the State Library staff to assure that funds are disbursed in compliance with the purpose of the grant.
x Prepare and submit required narrative and financial reports. x Procure equipment, and other supplies as needed for the project. x Issue contracts for services, personnel, and consultants as needed for the project.
x If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
x Oversee the implementation of project activities.
C. Budget Detail
The State Library shall provide the Grantee funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee’s application. The Grantee shall request the distribution of grant funding consistent with its proposal and DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E . CALIFORNIA
STATE LIBRARY
Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.
D. Narrative and Financial Reports
1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the California State Library, using the sample report documents provided by the California State Library.
2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.
3. The reports shall be submitted by the following dates:
Reporting Period Report Due Date
July – December 2023-2024 Mid-Year Report Due January 31, 2024 January – Project
End Date
2023-2024 Final Report Due September 30, 2024
4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.
5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions, for more information.
E. Claim Form and Payment
1. The California State Library shall provid e the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this document have been met, and only for those activities and costs specified in the approved award application.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit B) and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to your organization, please contact your grant monitor regarding alternate options.
3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the California State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the California State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.
4. If the payment amount made by the California State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the California State Library.
5. The Award payments will only be made to the Grantee. It is the Grantee’s responsibility to pay all contractors and subcontractors for purchased goods and services.
6. The Final Payment of 10% will be withheld and retained by the California State Library until all conditions agreed upon in this Agreement, including submission and grant monitor approval of the interim and final narrative and financial reports, have been satisfied.
7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.
The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.
8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the California State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
EXHIBIT A: TERMS and CONDITIONS
1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.
However, if for some reason project material is not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including “NOT ACCESSIBLE” in the file name.
The California State Library reserves the right to post project materials to its website that are in compliance with these standards.
2. Acknowledgment: The State of Californi a and the California State Library shall be acknowledged in all promotional materials and publications related to the English as a Second Language Services project.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
“This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library.”
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
“Funding provided by the State of California.”
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E I
-~'Ill~ CALIFORNIA ~11' STATE LIBRARY
I
Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
c. This credit line on products of a pr oject, such as materials, is important to foster support from the public, and state funding sources. d. California State Library Logo: Use of the California State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
e. Photo Documentation: Digital photos are a great way to document the happenings of your project. It is recommended that you use a photo release form when taking photos of the public. You may use your library’s photo release form, or contact your grant monitor for the State Library’s form.
3. Agency: In the performance of this Agreement the Grantee and its agents and employees shall act in an independent capacity and not as officers, employees or agents of the California State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the California State Library for any purpose, and has no authority to bind the State Library in any manner whatsoever.
4. Amendment: No amendment or variatio n of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.
No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.
5. Applicable law: The laws of the Sta te of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.
6. Assignment, Successors, and Assign s: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the California State Library’s prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the California State Library, the Grantee, and their respective successors and assigns.
7. Audit and Records Access: The Grantee ag rees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
whichever is later, 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. The Grantee agrees to allow the auditor(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, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.
Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.
8. Authorized Representative: Grantee an d the California State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization’s behalf.
9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant manager or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below
Santa Clara City Library
Patty Wong
2635 Homestead Road
Santa Clara, CA 95051
[email protected]
(408) 615-2932
California State Library
Allyson Jeffredo
900 N Street
Sacramento, CA 95814
[email protected]
916-603-6709
10. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.
11. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
contractors, subcontractors, volunteers, student interns 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 the Grantee. The Grantee’s obligation to pay its contractors and subcontractors is an independent obligation from the State’s obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.
12. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.
13. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance of the final report by California State Library. If the Grantee is a non-profit entity, the Grantee’s Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.
14. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written “Notice of Dispute” with the State Library Grant Monitor within ten (10) days of discovery of the problem. Within ten (10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.
15. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying empl oyees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
b. Establish a Drug-Free Awareness Program to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee’s policy of maintaining a drug-free workplace; 3) Any available counseling, rehab ilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Gran tee’s drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee’s statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the California State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.
16. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.
17. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.
18. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.
19. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
20. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee’s request for an extension of the grant period must be DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
English as a Second Language Services
2023-2024 ESL21-3-44
made in writing and received by the California State Library at least 30 days prior to the final deadline.
21. Failure to Perform: The grant being utilized by the Grantee is to benefit the English as a Second Language Services project. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withhold.
22. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee’s payments or make FICA payments on the Grantee’s behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee’s behalf; or
c. Withhold Federal or State income taxes from Grantee’s payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.
23. Force Majeure: Neither the California State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the California State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.
24. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the California State Library any funds improperly expended.
25. Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.
26. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.
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27. Grant Monitor: The Grant Monitor’s responsibilities include monitoring grant progress, and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement.
The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and in a manner consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from or revision to the Terms and Conditions (Exhibit A) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.
28. Grantee: the government or legal entity to which a grant is awarded and which is accountable to the California State Library for the use of the funds provided. a. The grantee will make reports to the State Librarian in such form and containing such information as may be required to ensure the proper used of funds consistent with the grantee’s application and award agreement. The grantee will keep such records and afford such access as the California State Library may find necessary to assure the correctness and verification of such reports.
29. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant program. In the event an audit should determine that grant funds are owed to the California State Library, the Grantee is responsible for repayment of the funds to the California State Library.
30. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.
31. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed-upon timeline. Grantee’s employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations, and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award, and is not required to provide training in connection with this Agreement.
32. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the California State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.
33. License to Use: The California State Library reserves a fully paid-up, royalty-free, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third- party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
b. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.
34. Limitation of Expenditure: Expenditure for all projects must conform to the grantee’s approved budget and with applicable State laws and regulations. The total amount paid by the California State Library to the Grantee under this agreement shall not exceed $58,103 and shall be expended/encumbered in the designated award period.
During the award period, the grantee may find that the awarded budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budgets must be documented and documentation retained in project accounts.
35. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.
36. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee’s contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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sex, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of contractors, employees and applicants for employment are free from such discrimination and harassment.
Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by the California State Library to implement such article.
Grantee shall permit access by representatives of the Department of Fair Employment and Housing and the California State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the California State Library shall require ascertaining compliance with this clause. Grantee, and its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Grantee shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.
37. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (E-mail): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the California State Library’s Grants Management System a notification will be sent to the last e-mail address of the recipient known to the party giving notice.
Notice is effective upon transmission.
d. Personally: When delivered personally to the recipient’s physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid, and addressed to recipient’s address as stated in this Agreement.
38. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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Certificate of Compliance, Project Summary, Activities Timeline, and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as “Terms”).
Grantee’s California State Library-approved Application (Grantee’s Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement Coversheet and any Amendments thereto b. Terms and Conditions
c. Procedures and Requirements
d. Certificate of Compliance
e. Project Summary
f. Grantee’s Application (including Budget and Activities Timeline) g. All other attachments hereto, including any that are incorporated by reference.
39. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Project Summary and Activity Timeline included in the project application. California State Library shall provide funding to the Grantee for only the work and tasks specified in the Grantee’s Application at only those costs specified in the Budget and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Work Plan or in the Grantee’s Application in accordance with the approved Budget and shall obtain the Grant Monitor’s written approval of any changes or modifications to the Work Plan, approved project as described in the Grantee’s Application, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs. c. The Grantee shall request funds in accordance with the funding schedule included in this agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee’s eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the grantee receives a Notice to Proceed as described in the Procedures and Requirements.
40. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.
Native American Tribal grantees expressly waive tribal sovereign immunity as a defense to any and all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.
41. Personnel Costs: Any personnel expenditures to be paid for with grant funds must be computed based on actual time spent on grant-related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.
42. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.
43. Privacy Protection: Both parties agree to protect the confidentiality of any non- public, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.
44. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the California State Library.
45. Public Records Act: Material maintained or used by the California State Library is considered “public record” under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties. Grantee agrees to ensure that all content contained in its written reports are appropriate for publication.
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Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.
46. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library’s support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.
47. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee’s operation to ensure compliance with this Agreement, with reasonable advance notice.
48. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.
49. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other California State Library funded program.
50. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
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b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit.
d. The final 10% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient’s administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $58,103
upon execution of the agreement and submission of claim by the grantee organization.
51. Self-Dealing and Arm’s Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm’s- length transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, “arm’s-length transactions” are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity’s business and the entity chooses the lowest of the resulting bids. “Self-dealing” is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.
52. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.
53. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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be limited to, monitoring the use of grant funds, provide technical assistance when needed, and to visit the State funded project.
54. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the California State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.
55. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.
56. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: (1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.
Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-of-term or earlier termination, as determined by the State Library in its sole discretion.
57. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library’s rights or of any of grantee’s obligations as to any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Santa Clara City Library
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Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.
58. Work Products: Grantee shall provide California State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.
59. Worker’s Compensation: The State of California will not provide Workers’ Compensation insurance for Grantee or Grantee’s employees or contract personnel. If Grantee hires employees to perform services required by this Agreement, Grantee shall provide Workers’ Compensation insurance for them.
The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.
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EXHIBIT B: CERTIFICATION of COMPLIANCE FORM
1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to administer this grant program.
2. I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.
3. I certify that any or all other participants or contractors in the grant program have agreed to the terms of the application/grant award and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this program from the funds awarded for the activities and services described in the attached, as approved and/or as amended in the application by the California State Librarian.
4. The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this program, to include the requirements listed below in this Certification of Compliance Form.
5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $58,103. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.
6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102).
7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug- free workplace by taking the following actions:
a. Publish a statement notifying empl oyees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
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2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the compan y's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et. seq.)
8. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.
Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.
Former State Employees (Pub. Contract Code § 10411):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.
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If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).
Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub.
Contract Code § 10430 (e)).
9. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code § 3700).
10. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)
11. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.
12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.
13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug- free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug- free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.
14. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all program staff, will ensure all project materials will meet California accessibility standards.
15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with all California non-discrimination laws.
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16. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with California State Library acknowledgement requirements.
Certification
ORGANIZATION
Name: Address (official and complete):
PROJECT COORDINATOR
Name:
Email: Phone:
GRANTTEE AUTHORIZED REPRESENTATIVE
Name: Title:
Email: Phone:
Signature: Date:
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E [email protected]
8/16/2023
[email protected]
Patty Wong, City Librarian
City of Santa Clara
408-615-2210
408-615-2932
Jovan D. Grogan
2635 Homestead Road, Santa Clara, CA 95051
City Manager
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Authorized Representative Signature
ORGANIZATION
Name: Address (official and complete):
AUTHROIZED REPRESENTATIVE
Signature: Date:
Printed Name of Person Signing: Title:
STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signature: Date:
Printed Name of Person Signing: Title: California State Librarian DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E Greg Lucas
7/21/2023
1500 Warburton Ave., Santa Clara, CA 95050
City Manager
8/16/2023
City of Santa Clara
Jovan D. Grogan
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EXHIBIT B: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx Mileage:
Rate subject to change
$0.56 per mile – approved business/travel expense
Meals:
Receipts are required
$7.00 – Breakfast
$11.00 – Lunch
$23.00 – Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.
Hotel:
Receipts are required
and MUST have a zero
balance.
$ 90.00 plus tax for all counties/cities not listed below $ 95.00 plus tax for Napa, Riverside, and Sacramento
Counties
$ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and Ventura
Counties, and Edwards AFB. Excluding the city of Santa
Monica
$ 125.00 plus tax for Monterey and San Diego Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as well as three print-out hotel quotes. Actual receipt must be included with authorization and additional quotes.
Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.
AIRLINE TICKETS:
Itinerary and receipts are
required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird Check-in fee is not an approved reimbursable expense.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E I
-~'lit~ CALIFORNIA ~all STATE LIBRARY
I
5 June 2023
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf.
The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.
This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country- information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.
Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.
Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E I
- •■ - CALIFORNIA
D■ STATE LIBRARY
I
California Library Literacy and English Acquisition Services
FINANCIAL CLAIM
PAYMENT IN FULL
CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.
By
(Signature of the Authorized Representative)
(Print Name) (Title)
*Legal payee name must match the payee’s federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].
State of California, State Library Fiscal Office
ENY: 2021 ITEM NO: 6120-2131-0001, Chapter 240, Statutes of 2021 PURCHASING AUTHORITY NUMBER: CSL-6120 REPORTING STRUCTURE: 61202000 COA: 5432000 PROGRAM #: 5312
By Date
(State Library Representative)
Grant Award #: ESL21-3-44 Date:
Invoice #:
ESL21-3-44-01 PO #:
Payee Name: Santa Clara City Library
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address:
Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $58,103 Type of Payment:
(Payable Upon Execution of Agreement) ☐ PROGRESS
Grantee Name: Santa Clara City Library ☐ FINAL (Name on Award Letter and Agreement) ☒ IN FULL
Project Title: English as a Second Language ☐ AUGMENT
For Period From: upon execution to end of grant period
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E City ManagerJovan D. Grogan
8/16/2023
2635 Homestead Road, Santa Clara, CA 95051
6641
8/23/2023
~~ CALIFORNIA
~~ STATE LIBRARY
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)
CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2) CORPORATION (see instructions on page 2)☐ SOLE PROPRIETOR / INDIVIDUAL ☐ MEDICAL (e.g., dentistry, chiropractic, etc.)☐ SINGLE MEMBER LLC Disregarded Entity owned by an individual ☐ PARTNERSHIP
☐ ESTATE OR TRUST
☐ LEGAL (e.g., attorney services)
☐ EXEMPT (e.g., nonprofit)
☐ ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN.
The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. •
•
•
•
•
•
For Individuals, enter SSN.
If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.
Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.
For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).
For Single Member LLC (disregarded entity), in which the s ole member is a business entity, enter the owner entity’s FEIN. Do not use the disregarded entity’s FEIN.
For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity’s FEIN.
Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___
___
Section 4 – Payee Residency Status (See instructions)
☐ CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California. ☐ CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding. ☐No services p
erformed in California
☐Copy of Franchise
Tax Board waiver of state withholding is attached.
Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.
Should my residency status change, I will promptly notify the state agency below.
NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS SIGNA
TURE DATE TELEPH
ONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:
STATE AGENCY/DEPARTMENT OFFICE UNIT/S ECTION
MAILI
NG ADDRESS FAX TELEP
HONE (include area code)
CITY STATE ZIP CODE E-MAIL ADDRESS
Print Form
Reset Form
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E
916-603-7157
Admin/Accounting
City Manager
[email protected]
8/16/23
95814
900 N Street
4086152210
Jovan D. Grogan
Santa Clara
I I
I
1 I
STATE OF CALIFORNIA – DEPARTMENT OF FINANCE
PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.
Prompt return of this fully completed form will prevent delays when processing payments.
Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).
NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.
A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.
Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).
Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subjec t to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return. • Single Mem
ber Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of Cal
ifornia tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.
Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.
Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.
Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for… Individual ● Sole Proprietorship ● Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual Partnerships ● Limited Liability Partnerships (LLP) ● and, LLC treated as a Partnership Partnerships Estate ● Trust (other than disregarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery care, dentistry, etc. ● LLC that is to be taxed like a Corporation and is medical in nature Corporation-Medical
Corporation that is legal in nature (e.g. , services of attorneys, arbitrators, notary publics involving legal or law related matters, etc.) ● LLC that is to be taxed like a Corporation and is legal in nature Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above ● LLC that is to be taxed as a Corporation and does not meet any of the other corporation types listed above Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the st ate provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax com pliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.
Section 4 – Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is
a resident if the decedent was a California resident at time of death. • A trust i
s a resident if at least one trustee is a California resident. o For indi
viduals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.
For infor
mation on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:
Withholdi
ng Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hear
ing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signe e can provide a power of attorney documented for the individual.
Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.
Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.
All questions should be referred to the requesting state agency listed on the bottom front of this form.
DocuSign Envelope ID: 5432B557-C52B-4C81-9651-BBDA1FA59B7E City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-880 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Action to Adopt a Resolution of Local Support for the Central Santa Clara Bicycle and Pedestrian Improvement Project, Authorize the City Manager to Execute All Documents Related to Accepting One Bay Area Grant Program Funding, and Approve the Related Budget Amendment
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructures
BACKGROUND
In May 2012, the Metropolitan Transportation Commission (MTC) created the One Bay Area Grant (OBAG) program to guide how the MTC distributes Federal Highway Administration transportation funding to Bay Area communities. The OBAG program is in its third cycle of funding (OBAG 3) and Santa Clara Valley Transportation Authority (VTA) in partnership with the MTC issued a call-for- projects for the OBAG 3 on June 3, 2022. The Department of Public Works submitted an application for the Central Santa Clara Bicycle and Pedestrian Improvement Project.
In January 2023, the MTC adopted the project selection and programming policies for the OBAG 3 Program, which includes a $9,029,000 grant award for the Central Santa Clara Bicycle and Pedestrian Improvement Project.
DISCUSSION
The Central Santa Clara Bicycle and Pedestrian Improvement Project (Project) includes a number of pedestrian and bicycle improvements that are part of the City’s Pedestrian and Bicycle Master Plans.
These improvements are located on Cabrillo Avenue, Lafayette Street, Monroe Street, Royal Drive, Scott Boulevard, and Warburton Avenue (Attachment 1, Project Locations).
Anticipated bicycle facility upgrades include the installation of various improvements on Warburton Avenue (Scott Boulevard to Lafayette Street) and Lincoln Street (Warburton Avenue to El Camino Real). Anticipated pedestrian improvements include items such as new curb ramps, curb bulb-outs and sidewalks; several new traffic signals, High-Intensity Activated Crosswalk Beacons (HAWKs), and Rectangular Rapid Flashing Beacons, as well some new streetlighting.
In order to receive the OBAG 3 grant, the City must adopt a Resolution of Local Support that authorizes the filing of an application for funding assigned to MTC, commits necessary matching funds, and states assurance to complete the project (Attachment 2). The amount of local funds necessary to complete the project is estimated to be $2.28 million dollars which is included in the current budget.
Once the grant funding is received, DPW will go through a competitive process to select a design City of Santa Clara Printed on 11/3/2023Page 1 of 3
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23-880 Agenda Date: 11/7/2023
consultant, complete the necessary studies and design documents, and bid the project out for construction.
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 a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
FISCAL IMPACT
The table below provides a breakdown of the OBAG 3 grant and local funds for the project.
Central Santa Clara Bicycle and
Pedestrian Improvement Project
OBAG 3 $9,029,000
Required Local Match $2,280,000
Total Project Budget $11,309,000
Staff is requesting appropriation of $11,309,000 for the Central Santa Clara Bicycle & Pedestrian Improvement Project which will support Project design, and construction. Funding for the Project is being provided by OBAG 3 grant and local City funds. Local match funds are available in the Streets and Highways Fund - Pedestrian and Bicycle Enhancement Facilities Project and Uncontrolled Crosswalks Improvements Project.
The table below summarizes the recommended budget amendment needed for the Project.
Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund (533)
Revenues
Other Agencies Revenue (OBAG3) $19,712,116 $9,029,000 $28,741,116 Expenditures
Pedestrian and Bicycle Enhancement
Facilities Project (533-1220)
$1,520,480 ($380,000) $1,140,480
Uncontrolled Crosswalks Improvements
Project (533-1226)
$3,307,117 ($1,900,000) $1,407,117
Central Santa Clara Bicycle and Pedestrian
Improvement Project (New Project)
$0 $11,309,000 $11,309,000
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
City of Santa Clara Printed on 11/3/2023Page 2 of 3
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23-880 Agenda Date: 11/7/2023
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. Adopt a Resolution authorizing the filing of an application for $9,029,000 in funding assigned to the MTC, committing the necessary matching funds, and stating assurance to complete the Central Santa Clara Bicycle and Pedestrian Improvement project;
2. Authorize the City Manager to execute all documents related to accepting One Bay Area Grant Cycle 3 funding for the Central Santa Clara Bicycle and Pedestrian Improvement project funded in the Streets and Highways Capital Fund in final forms approved by the City Attorney; and
3. Approve a FY 2023/24 budget amendment In the Streets and Highways Capital Fund, to increase the Other Agencies Revenue estimate in the amount of $9,029,000 to recognize One Bay Area Grant Cycle 3 funding, decrease the Pedestrian and Bicycle Enhancement Facilities Project in the amount of $380,000, decrease the Uncontrolled Crosswalks Improvement Project in the amount of $1,900,000, and establish the Central Santa Clara Bicycle and Pedestrian Improvement Project in the amount of $11,309,000 (five affirmative Council votes required to appropriate additional revenue).
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Project Location Map
2. Resolution
City of Santa Clara Printed on 11/3/2023Page 3 of 3
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Resolution/MTC Funding Application Page 1 of 5
Rev: 7/27/2023
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AUTHORIZING THE FILING OF AN APPLICATION FOR FUNDING
ASSIGNED TO MTC AND COMMITTING ANY NECESSARY
FUNDS AND STATING ASSURANCE TO COMPLETE THE
PROJECT
WHEREAS, City of Santa Clara (herein referred to as APPLICANT) is submitting an application to the Metropolitan Transportation Commission (MTC) for $9,029,000 in funding assigned to MTC for programming discretion, which includes federal funding administered by the Federal Highway Administration (FHWA) and federal or state funding administered by the California Transportation Commission (CTC) such as Surface Transportation Block Grant Program (STP) funding, Congestion Mitigation and Air Quality Improvement Program (C MAQ) funding, Transportation Alternatives (TA) set-aside/Active Transportation Program (ATP) funding, and Regional Transportation Improvement Program (RTIP) funding (herein collectively referred to as REGIONAL DISCRETIONARY FUNDING) for the Central Santa Clara Bicycle and Pedestrian Improvement Project (herein referred to as PROJECT) for the One Bay Area Grant (herein referred to as PROGRAM);
WHEREAS, the United States Congress from time to time enacts and amends legislation to provide funding for various transportation needs and programs, (collectively, the FEDERAL TRANSPORTATION ACT) including, but not limited to the Surface Transportation Block Grant Program (STP) (23 U.S.C. § 133), the Congestion Mitigation and Air Quality Improvement Program (CMAQ) (23 U.S.C. § 149) and the Transportation Alternatives (TA) set-aside (23 U.S.C. § 133);
WHEREAS, state statutes, including California Streets and Highways Code §182.6, §182.7, and §2381(a)(1), and California Government Code §14527, provide various funding programs for the programming discretion of the Metropolitan Planning Organization (MPO) and the Regional Transportation Planning Agency (RTPA);
WHEREAS, pursuant to the FEDERAL TRANSPORTATION ACT, and any regulations Resolution/MTC Funding Application Page 2 of 5
Rev: 7/27/2023
promulgated thereunder, eligible project sponsors wishing to receive federal or state funds for a regionally-significant project shall submit an application first with the appropriate MPO, or RTPA, as applicable, for review and inclusion in the federal Transportation Improvement Program (TIP);
WHEREAS, MTC is the MPO and RTPA for the nine counties of the San Francisco Bay region; WHEREAS, MTC has adopted a Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised) that sets out procedures governing the application and use of REGIONAL DISCRETIONARY FUNDING;
WHEREAS, APPLICANT is an eligible sponsor for REGIONAL DISCRETIONARY FUNDING; WHEREAS, as part of the application for REGIONAL DISCRETIONARY FUNDING, MTC requires a resolution adopted by the responsible implementing agency stating the following:
• T he commitment of any required matching funds
• T hat the sponsor understands that the REGIONAL DISCRETIONARY FUNDING is fixed at the programmed amount, and therefore any cost increase cannot be expected to be funded with additional REGIONAL DISCRETIONARY FUNDING
• T hat the PROJECT will comply with the procedures, delivery milestones and funding deadlines specified in the Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised)
• T he assurance of the sponsor to complete the PROJECT as described in t he application, subject to environmental clearance, and if approved, as included in MTC's federal Transportation Improvement Program (TIP)
• T hat the PROJECT will have adequate staffing resources to deliver and complete the PROJECT within the schedule submitted with the project application • T hat the PROJECT will comply with all project -specific requirements as set forth in the
PROGRAM
• T hat APPLICANT has assigned, and will maintain a single point of contact for all FHWA - Resolution/MTC Funding Application Page 3 of 5
Rev: 7/27/2023
and CTC-funded transportation projects to coordinate within the agency and with the respective Congestion Management Agency (CMA), MTC, Caltrans, FHWA, and CTC on all communications, inquires or issues that may arise during the federal programming and delivery process for all FHWA- and CTC-funded transportation and transit projects implemented by APPLICANT
WHEREAS, that APPLICANT is authorized to submit an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT;
WHEREAS, there is no legal impediment to APPLICANT making app lications for the funds; WHEREAS, there is no pending or threatened litigation that might in any way adversely affect the proposed PROJECT, or the ability of APPLICANT to deliver such PROJEC T; WHEREAS, APPLICANT authorizes its City Manager to execute and file an application with MTC for REGIONAL DISCRETIONARY FUNDING for the PROJECT as referenced in this resolution; and,
WHEREAS, MTC requires that a copy of this resolution be transmitted to the MTC in conjunction with the filing of the application.
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. Th at the APPLICANT is authorized to execute and file an application for funding for the PROJECT for REGIONAL DISCRETIONARY FUNDING under the FEDERAL TRANSPORTATION ACT or continued funding.
2. T hat APPLICANT will provide any required matching funds.
3. T hat APPLICANT understands that the REGIONAL DISCRETIONARY FUNDING for the project is fixed at the MTC approved programmed amount, and that any cost increases must be funded by the APPLICANT from other funds, and that APPLICANT does not expect any cost increases to be funded with additional REGIONAL DISCRETIONARY FUNDING .
4. T hat APPLICANT understands the funding deadlines associated with these funds and will comply with the provisions and requirements of the Regional Project Funding Delivery Policy Resolution/MTC Funding Application Page 4 of 5
Rev: 7/27/2023
(MTC Resolution No. 3606, revised) and APPLICANT has, and will retain the expertise, knowledge and resources necessary to deliver federally -funded transportation and transit projects, and has assigned, and will maintain a single point of contact for all FHWA - and CTC- funded transportation projects to coordinate within the agency and wi th the respective Congestion Management Agency (CMA), MTC, Caltrans, FHWA, and CTC on all communications, inquires or issues that may arise during the federal programming and delivery process for all FHWA- and CTC-funded transportation and transit projects implemented by APPLICANT.
5. T hat PROJECT will be implemented as described in the complete application and in this resolution, subject to environmental clearance, and, if approved, for the amount approved by MTC and programmed in the federal TIP.
6. T hat APPLICANT has reviewed the PROJECT and has adequate staffing resources to deliver and complete the PROJECT within the schedule submitted with the project application .
7. T hat PROJECT will comply with the requirements as s et forth in MTC programming guidelines and project selection procedures for the PROGRAM .
8. T hat, in the case of a transit project, APPLICANT agrees to comply with the requirements of MTC’s Transit Coordination Implementation Plan as set forth in MTC Resolution No. 3866, revised.
9. T hat, in the case of a highway project, APPLICANT agrees to comply with the requirements of MTC’s Traffic Operations System (TOS) Policy as set forth in MTC Resolution No. 4104.
10. T hat, in the case of an RTIP project, PROJECT is included in a local congestion management plan, or is consistent with the capital improvement program adopted pursuant to MTC’s funding agreement with the countywide transportation agency.
11. T hat APPLICANT is an eligible sponsor of REGIONAL DISCRETIONARY FUNDING funded projects.
Resolution/MTC Funding Application Page 5 of 5
Rev: 7/27/2023
12. T hat APPLICANT is authorized to submit an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT .
13. T hat there is no legal impediment to APPLICANT making applications for the funds .
14. T hat there is no pending or threatened litigation that might in any way adversely affect the proposed PROJECT, or the ability of APPLICANT to deliver such PROJECT .
15. T hat APPLICANT authorizes its City Manager or their designee to execute and file an application with MTC for REGIONAL DISCRETIONARY FUNDING for the PROJECT as referenced in this resolution.
16. T hat a copy of this resolution will be transmitted to the MTC in conjunction with the filing of the application.
17. T hat the MTC is requested to support the application for the PROJECT described in the resolution, and if approved, to include the PROJECT in MTC's federal TIP upon submittal by the project sponsor for TIP programming.
18. Effecti
ve date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF ___ ______, 2023, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference: None
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1055 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Action on Resolutions Dedicating Portions of City-Owned Land for Use as an Emergency Vehicle Access Easement, Underground Electric Easement, Water Utility Easement and Sidewalk Easement at 2330 Monroe Street
COUNCIL PILLAR
Promote and Enhance Economic, Housing, and Transportation Development
BACKGROUND
On January 28, 2020, City Council (Agenda Item 7) adopted resolutions approving a General Plan Amendment, Rezoning, and the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Monroe Street Apartments project (Project) located at 2330 Monroe Street (Property). The Project consists of 65 residential units in a 74,000 square-foot building ranging in height from two to three stories. Since the Project site is on City-owned property, City Council also authorized the City Manager to negotiate and execute a Disposition and Development Agreement (DDA) and all other agreements necessary to allow the developer (Monroe Street Housing Partners, L.P. (Developer)) to utilize City-owned property for the Project. The DDA was executed on January 28, 2020. The DDA provides that the City retain ownership of the Property, but that the Property be leased to the Developer for 50 years to allow for the development and operations of the Project.
On March 30, 2022 the Architectural Review for the Project was considered and approved at the City’s Development Review Hearing. The Project is currently under construction.
DISCUSSION
Due to the Project’s improvements, dedication and recordation of an Emergency Vehicle Access Easement, Underground Electric Easement, Water Utility Easement and Sidewalk Easement are needed in order for Silicon Valley Power, the Water & Sewer Utilities Department, the Santa Clara Fire Department and the Department of Public Works to service, maintain, and repair/replace facilities located on City-owned land outside of the public right-of-way. Dedication and recordation of the proposed easements are necessary to document the location of these public facilities.
ENVIRONMENTAL REVIEW
The potential environmental impacts of the Project were addressed in the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program approved by the City Council on January 28, 2020 (Agenda Report 20-1437).
FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.
City of Santa Clara Printed on 11/3/2023Page 1 of 2
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23-1055 Agenda Date: 11/7/2023
COORDINATION
This report has been coordinated with the City Attorney’s Office, Silicon Valley Power, the Water & Sewer Utilities Department, and the Santa Clara Fire Department.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Adopt a Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as an Emergency Vehicle Access Easement [APN 216-05-009 (2023-24); SC 23-0024];
2. Adopt a Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as a sidewalk easement [APN 216-05-009 (2023-24); SC 23-0025];
3. Adopt a Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as a Water Utility Easement [APN 216-05-009 (2023-24); SC 23-0026];
4. Adopt a Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as an Underground Electric Easement [APN 216-05-009 (2023-24); SC 23-0027]; and
5. Authorize the recordation of the Resolutions.
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as an Emergency Vehicle Access Easement
2. Resolution Dedication a Portion of City-owned Land located at 2330 Monroe Street for use as a sidewalk easement
3. Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as a Water Utility Easement
4. Resolution Dedicating a Portion of City-owned Land located at 2330 Monroe Street for use as an Underground Electric Easement
City of Santa Clara Printed on 11/3/2023Page 2 of 2
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EXHIBIT “A”
LEGAL DESCRIPTION
EMERGENCY VEHICLE ACCESS EASEMENT
All that real property situated in the City of Santa Clara, County of Santa Clara, State of California, being a portion of that Parcel of land as described under “SE Corner of San Tomas Expressway and Monroe Street, Santa Clara, California” in that certain Grant Deed to The Housing Authority of the City of Santa Clara, a public body corporate and politic, recorded June 23, 2011 as Document Number 21216119, Official Records of County of Santa Clara, State of California, more particularly described as follows:
COMMENCING at the most Easterly corner of said parcel of land; thence along the general Northeasterly line of said parcel of land North 64°01’08” West, 25.03 feet to the POINT OF BEGINNING and North 64°01’08” West, 26.00 feet; thence South 25°59’00” West, 25.34 feet; thence South 35°15’26” West, 155.43 feet; thence along a tangent curve to the right with a radius of 5.50 feet, through a central angle of 38°17’21”, an arc length of 3.68 feet to a point hereinafter designated as POINT “A”; thence South 85°29’54” West, 134.00 feet; thence along a tangent curve to the left with a radius of 19.50 feet, through a central angle of 46°55’14”, an arc length of 15.97 feet; thence South 38°34’40” West, 116.02 feet; thence at a right angle, South 51°25’20” East, 26.00 feet; thence at a right angle, North 38°34’40” East, 47.55 feet; thence at a right angle, South 51°25’20” East, 34.51 feet; thence South 72°12’21” East, 18.93 feet; thence from a tangent that bears South 79°47’13” East, along a curve to the left with a radius of 55.93 feet, through a central angle of 26°12’39”, an arc length of 25.59 feet; thence North 61°57’18” East, 21.98 feet; thence North 63°19’04” East, 19.82 feet; thence North 55°58’42” East, 34.01 feet; thence North 36°54’51” East, 8.96 feet; thence North 48°42’19” East, 17.44 feet; thence North 46°40’18” East, 17.34 feet; thence North 42°23’13” East, 17.13 feet; thence North 40°47’41” East, 17.08 feet; thence North 35°15’18” East, 15.93 feet; thence North 35°15’26” East, 149.24 feet; thence North 25°59’00” East, 27.45 feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM that parcel of land described as follows:
COMMENCING at a point hereinabove designated as POINT “A”; thence South 85°29’54” West, 134.00 feet; thence South 25°32’14” East, 27.86 feet to a point on a line parallel with, distant 26.00 feet Southerly, measuring at right angles from the course described above as “South 85°29’54” West, 134.00 feet”, said point being the POINT OF BEGINNING; thence along said parallel line, North 85°29’54” East, 84.54 feet; thence from a tangent that bears South 85°55’35” East, along a curve to the right with a radius 4.93 feet, through a central angle of 125°57’52”, an arc length of 10.85 feet; thence from a tangent that bears South 43°08’43” West, along a curve to the right with a radius of 121.95 feet, through a central angle of 06°39’04”, an arc length of 14.16 feet; thence South 51°39’13” West, 12.41 feet; thence South 53°24’55” West,
21.46 feet; thence South 71°43’14” West, 60.23 feet; thence from a tangent that bears North 63°05’47” West, along a curve to the right with a radius of 29.78 feet, through a central angle of 70°40’38”, an arc length of 36.74 feet; thence North 38°34’40” East, 17.01 feet; thence from a tangent that bears North 43°08’01” East, along a curve to the right with a radius of 23.03 feet, through a central angle of 35°09’41”, an arc length of 14.13 feet to the POINT OF BEGINNING.
CONTAINING 17,354 square feet, more or less.
PREPARED BY LUK AND ASSOCIATES
JACQUELINE LUK, PLS 8934
DATE: 5/30/2023
This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyors Act.
GRAPIIlC SCALE
O 20 40 1 __ 1 I
26 --
27 -J
TRACT NO, 2896 2s -
-J 32 M 38 --;-1"~3 .93'1CnO
_j,, ~26'06 0 I L-
---
--- 29
I
__. \._20
SHEET 1
PLOT DA TE: MAY 29, 2023
LEGEND
APN
@
±
DOC. NO.
S.F.
(R1)
R3.1
P.0.8.
P.O.C.
EVAE
(T)
EXTERIOR PROPERTY LINE OF SUBJECT PARCEL
MONUMENT LINE
STREET RIGHT OF WAY LINE
ADJOINER LOT LINE
EMERGENCY VEHICLE ACCESS EASEMENT LINE
TIE
ASSESSOR'S PARCEL NUMBER
FOUND STANDARD CITY MONUMENT PER (R1)
MORE OR LESS
DOCUMENT NUMBER
SQUARE FEET
REFERENCE
RADIAL BEARING
POINT OF BEGINNING
POINT OF COMMENCEMENT
EMERGENCY VEHICLE ACCESS EASEMENT
TOTAL
REFERENCE
(R1) MAP OF TRACT NO. 2992, BOOK 134 OF MAPS,
PAGES 26-27, SANTA CLARA COUNTY RECORDS.
BASIS OF BEARINGS
FOUND MONUMENTS ON SHERATON
DRIVE, TAKEN AS NORTH 84'47'30"
EAST, AS SHOWN ON THE MAP OF
TRACT NO. 2992, RECORDED IN BOOK
134 OF MAPS, PAGES 26-27, SANTA
CLARA COUNTY RECORDS, WAS USED AS
THE BASIS OF BEARINGS FOR THIS
SURVEY.
: /Jobs/FILE2018/1tl0tl6A10/t~MT /EVAE.dwg
LINE TABLE
LINE LENGTH BEARING
L1 26.00' N64'01'08"W
L2 25.34' S25'59'00"W
L3 155.43' S35'15'26"W
L4 21.46' S53'24'55"W
L5 134.00' S85'29'54"W
L6 116.02' S38'34'40"W
L7 26.00' S51'25'20"E
LB 47.55' N38'34'40"E
L9 34.51' S51'25'20"E
L10 18.93' S72'12'21"E
L11 21.98' N61'57'18"E
L12 19.82' N63'19'04"E
L13 34.01' N55'58'42"E
L14 149.24' N35'15'26"E
L15 27.45' N25'59'oo·E
L16 84.54' N85'29'54.E
L17 17.01' N38'34'40"E
L18 60.23' S71'43'14"W
L19 25.03' N64'01'08"W
L20 14.01' N26'09'22"E
L21 8.96' N36'54'51"E
L22 17.44' N48'42'19"E
L23 17.34' N46'40'18"E
L24 17.13' N42'23'13"E
L25 17.08' N40'47'41"E
L26 15.93' N35'15'18"E
L27 12.41' S51'39'13"W
EXIDBIT B-2
EMERGENCY VEIDCLE
ACCESS EASEMENT
2330 MONROE STREET
SANTA CLARA, CALIFORNIA
Prepared By
Luk and Associates
Civil Engineers - Land Surveyors
738 Alfred Nobel Drive
Hercules, California 94547
JJNE 2023
CURVE TABLE
CURVE LENGTH RADIUS DELTA
C1 3.68' 5.50'
C2 15.97' 19.50' 46'55'14"
C3 25.59' 55.93' 2612'39"
C4 10.85' 4.93' 125'57'52"
C5 14.16' 121.95' 6'39'04"
C6 36.74' 29.78' 70'40'38"
C7 14.13' 23.03' 35'09'41"
RADIAL LINE TABLE
RADIAL BEARING
R3.1 S10'12'47"W
R3.2 S15'59'52"E
R3.3 S16'27'13"E
R4.1 S49'57' 43•E
R4.2 S04'04'25"W
R5.1 S46'51'17"E
R5.2 S40'12'13"E
R6.1 N82'25'09"W
R6.2 S26'54'13"W
R7.1 N11'42'18"W
R7.2 N46'51' 59"W
SHEET 2
PLOT DA TE: MAY 29, 2023
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EXHIBIT “A”
LEGAL DESCRIPTION
SIDEWALK EASEMENT
All that real property situated in the City of Santa Clara, County of Santa Clara, State of California, being a portion of that Parcel of land as described under “SE Corner of San Tomas Expressway and Monroe Street, Santa Clara, California” in that certain Grant Deed to The Housing Authority of the City of Santa Clara, a public body corporate and politic, recorded June 23, 2011 as Document Number 21216119, Official Records of County of Santa Clara, State of California, more particularly described as follows:
COMMENCING at the most Easterly corner of said parcel of land; thence along the general Northeasterly line of said parcel of land the following three (3) courses: 1) North 64°01’08” West, 51.52 feet to the POINT OF BEGINNING, 2) continuing North 64°01’08” West, 96.07 feet, and 3) North 73°07’44” West, 51.30 feet; thence South 66°00’44” East, 52.61 feet; thence South 63°53’20” East, 85.76 feet to a line that bears South 78°15’08” West from the Point of Beginning; thence along last said line, North 78°15’08” East, 10.60 feet to the POINT OF BEGINNING.
CONTAINING 748 square feet, more or less.
PREPARED BY LUK AND ASSOCIATES
JACQUELINE LUK, PLS 8934
DATE: 05/30/2023
This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyors Act.
LEGEND
DOC. NO.
S.F.±
(R1}
'\. P.O.B.
P.O.C.
APN
(T)
23 '\.
EXTERIOR PROPERTY LINE
OF SUBJECT PARCEL
MONUMENT LINE
STREET RIGHT OF WAY LINE
ADJOINER LOT LINE
SIDEWALK EASEMENT LINE
TIE
FOUND STANDARD CITY
MONUMENT PER (R1}
DOCUMENT NUMBER
SQUARE FEET, MORE OR LESS
REFERENCE
POINT OF BEGINNING
POINT OF COMMENCEMENT
ASSESSOR'S PARCEL NUMBER
TOTAL
-
REFERENCE
(R1) MAP OF TRACT NO. 2992, BOOK 134 OF MAPS,
PAGES 26-27, SANTA CLARA COUNTY RECORDS.
BASIS OF BEARINGS
FOUND MONUMENTS ON SHERA TON DRIVE,
TAKEN AS NORTH 84.47'30" EAST, AS SHOWN
ON THE MAP OF TRACT NO. 2992, RECORDED
IN BOOK 134 OF MAPS, PAGES 26-27, SANTA
CLARA COUNTY RECORDS, WAS USED AS THE
BASIS OF BEARINGS FOR THIS SURVEY.
-
EXHIBIT B-1
SIDEWALK EASEMENT
2330 MONROE STREET
SANTA CLARA, CALIFORNIA
Prepared By
Luk and Associates
(f) \
~-,, ~ --~ g ... ~ ~o
>'\·\~ ~~ 0~ Civil Engineers - Land Surveyors ~,. .':<6, ~ ~o 738 Alfred Nobel Drive rn •· ~ " t>=:1
Hercules, California 94547 ~ '( -1e- ;;~
JJNE 2023 SCAif: 1'=40' ~i ! , is
SIDEWALK EASEMENT~ YJ,\::::
c..,-1 ' . -:z.
748 S.F.± ti~\/~
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rn \ : .\o>,.o-,
APN 224-37-068 o, :-:-:·~6
THE HOUSING AUTHORITY OF ~ \-: \~~
THE CITY OF SANTA CLARA O ~ a,<-: :\g d
DOC. NO. 21216119 a, 5 \:-.- ~
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EXHIBIT “A”
LEGAL DESCRIPTION
WATER EASEMENT
All that real property situated in the City of Santa Clara, County of Santa Clara, State of California, being a portion of that Parcel of land as described under “SE Corner of San Tomas Expressway and Monroe Street, Santa Clara, California” in that certain Grant Deed to The Housing Authority of the City of Santa Clara, a public body corporate and politic, recorded June 23, 2011 as Document Number 21216119, Official Records of County of Santa Clara, State of California, more particularly described as follows:
COMMENCING at the most Easterly corner of said parcel of land; thence along the general Northeasterly line of said parcel of land North 64°01’08” West, 59.71 feet to the POINT OF BEGINNING and continuing North 64°01’08” West, 34.98 feet; thence at a right angle, South 25°58’52” West, 21.82 feet; thence at a right angle, South 64°01’08” East, 24.54 feet; thence South 23°38’22” East, 11.62 feet thence at a right angle, North 66°21’38” East, 12.00 feet; thence at a right angle, North 23°38’22” West, 8.11 feet to a line that bears South 25°58’52” West from the Point of Beginning; thence along last said line, North 25°58’52” East,
14.95 feet to the POINT OF BEGINNING.
CONTAINING 846 square feet, more or less.
PREPARED BY LUK AND ASSOCIATES
JACQUELINE LUK, PLS 8934
DATE: 05/30/2023
This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyors Act.
LEGEND
DOC. NO.
S.F.±
(R1}
'\. P.O.B.
P.O.C.
APN
(T)
23 '\.
EX1£RIOR PROPERTY LINE
OF SUBJECT PARCEL
MONUMENT LINE
STREET RIGHT OF WAY LINE
ADJOINER LOT LINE
WAlER EASEMENT LINE
TIE
FOUND STANDARD CITY
MONUMENT PER (R1}
DOCUMENT NUMBER
SQUARE FEET, MORE OR LESS
REFERENCE
POINT OF BEGINNING
POINT OF COMMENCEMENT
ASSESSOR'S PARCEL NUMBER
TOTAL
REFERENCE
(R1} MAP OF TRACT NO. 2992, BOOK 134 OF MAPS,
PAGES 26-27, SANTA CLARA COUNTY RECORDS.
BASIS OF BEARINGS
FOUND MONUMENTS ON SHERATON DRIVE,
TAKEN AS NORTH 84"47'30" EAST, AS SHOWN
ON THE MAP OF TRACT NO. 2992, RECORDED
IN BOOK 134 OF MAPS, PAGES 26-27, SANTA
CLARA COUNTY RECORDS, WAS USED AS THE
BASIS OF BEARINGS FOR THIS SURVEY.
LINE TABLE
LINE LENGTH BEARING
L1 34.98' N64"01'08"W
L2 21.82' S25'58'52"W
L3 24.54' S64'01'08"E
L4 11.62' S23'38'22"E
L5 12.00' N66'21'38"E
L6 8.11' N23'38'22"W
L7 14.95' N25'58'52"E
L8 59.71' N64'01'08"W
L9 14.01' N26'09'22"E
-
EXHIBIT B-1
WATER EASEMENT
2330 MONROE STREET
SANT A CLARA, CALIFORNIA
Prepared By
Luk and Associates
Civil Engineers - Land Surveyors
738 Alfred Nobel Drive
Hercules, California 94547
JUNE 2023 SCALE: 1 • =40'
APN 224-37-068
THE HOUSING AUTHORITY OF
THE CITY OF SANTA CLARA
DOC. NO. 21216119
WATER EASEMENT
846 S.F.±
-- 29
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EXHIBIT “A”
LEGAL DESCRIPTION
SVP Easement
All that real property situated in the City of Santa Clara, County of Santa Clara, State of California, being a portion of that parcel of land as described under “SE Corner of San Tomas Expressway and Monroe Street, Santa Clara, California” in that certain Grant Deed to The Housing Authority of the City of Santa Clara, a public body corporate and politic, recorded June 23, 2011 as Document Number 21216119, Official Records of County of Santa Clara, State of California, more particularly described as follows:
COMMENCING at the most Easterly corner of said parcel of land; thence along the general Northeasterly line of said parcel of land the following four (4) courses: 1) North 64°01’08” West, 24.49 feet to the POINT OF BEGINNING, 2) continuing North 64°01’08” West, 123.10 feet, 3) North 73°07’44 West, 63.92 feet, and 4) along a tangent curve to the left with a radius of 60.00 feet, through a central angle of 25°40’33”, an arc length of 26.89 feet; thence South 73°07’44” East, 88.87; thence South 64°01’30” East, 108.02 feet; thence South 27°34’31” West, 17.42 feet; thence North 71°01’58” West, 49.66 feet; thence South 19°07’54” West, 15.98 feet; thence South 70°56’03” East, 17.01 feet; thence North 19°00’00” East, 6.01 feet; thence South 71°01’58” East, 38.26 feet; thence South 27°34’31” West, 32.95 feet; thence South 59°01’32”East, 20.88 feet; thence North 75°58’28” East, 7.17 feet to the general Southeasterly line of said parcel of land (Document Number 21216119); thence along last said line, North 35°16’00” East, 12.27 feet; thence South 75°58’28” West, 13.16 feet; thence North 59°01’32”West, 10.02 feet; thence North 27°34’31” East, 58.31 feet to the POINT OF BEGINNING.
CONTAINING 2,652 square feet, more or less.
PREPARED BY LUK AND ASSOCIATES
JACQUELINE LUK, PLS 8934
DATE: 6/08/2023
This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyors Act.
UNDERGROUND ELECTRIC EASEMENT
UNDERGROUND ELECTRIC EASEMENT
UNDERGROUND ELECTRIC EASEMENT
LEGEND
DOC. NO.
SJ.±
(R1)
'\ P.O.B.
P.O.C.
APN
(T)
'\ SVP
23 '\(R)
EXlERIOR PROPERTY LINE
OF SUBJECT PARCEL
MONUMENT LINE
STREET RIGHT OF WAY LINE
ADJOINER LOT LINE
EASEMENT LINE
TIE
FOUND STANDARD CITY
MONUMENT PER (R1)
DOCUMENT NUMBER
SQUARE FEET, MORE OR LESS
REFERENCE
POINT OF BEGINNING
POINT OF COMMENCEMENT
ASSESSOR'S PARCEL NUMBER
TOTAL
SILICON VALLEY POWER
RADIAL BEARING
-
REFERENCE N08'48'17"W R
(R1) MAP OF TRACT NO. 2992, BOOK 134 OF MAPS,
PAGES 26-27, SANTA CLARA COUNTY RECORDS.
EXHIBIT B-1
. ..
~ -:.
2330 MONROE SlREET ~\: ~
L=26.89'
R=60.00'
t:F25·40'33"
BASIS OF BEARINGS SANTA CLARA, CALIFORNIA $,.\ .i.
FOUND MONUMENTS ON SHERATON DRIVE,
TAKEN AS NORTH 84.47'30" EAST, AS SHOWN
ON THE MAP OF TRACT NO. 2992, RECORDED
IN BOOK 134 OF MAPS, PAGES 26-27, SANTA
CLARA COUNTY RECORDS, WAS USED AS THE
BASIS OF BEARINGS FOR THIS SURVEY.
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L2 49.66' N71 ·01 '58"W L10 12.27' N35i6'00"E
L3 15.98' S19.07'54"W L11 13.16' S75.58'28"W
L4 17.01' S70.56'03"E L12 10.02' N59.01'32"W
L5 6.01' N19·oo·oo"E L13 58.31' N27'34'31"E
L6 38.26' S71'01'58"E L14 14.01' N26.09'22"E
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PLOT DATE: JUNE 7, 2023
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1272 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Action to Authorize the Use of City Electric Forces at Various Locations
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
Section 1310 of the Santa Clara City Charter, (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”
DISCUSSION
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.
Therefore, staff recommends that the City Council declare and determine that City forces can better perform the installation of the following electric facilities and approve the use of City forces for such projects.
Estimate Number: 38301
Location: 706 Benton Street
Type of Service: New Business
Description of Work: Remove ± 300' high voltage conductor and 300kva padmount transformer.
Install ± 300' high voltage conductor, 6 splices, and ± 260' streetlight conductor.
Estimated Cost: $30,511
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38907
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23-1272 Agenda Date: 11/7/2023
Location: 700 Mathew Street
Type of Service: New Business
Description of Work: Remove 3 overhead transformers, existing overhead service wires, temp facilities. Install ± 150' high voltage underground wire, 1 - 750kva padmount transformer, and 1 - 600A service meter.
Estimated Cost: $34,542
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38664
Location: 2041 Harrison Street
Type of Service: New Business
Description of Work: Replace 200' #4 AL overhead conductor with #2 AL conductor. Install 60' #4 AL underground conductor and connect customer service cables. Install new meter.
Estimated Cost: $4,525
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 36444
Location: 3333 Kifer Road
Type of Service: New Business
Description of Work: Install 4-low voltage connectors, 1-800A service meter, 80-200A service meters.
Estimated Cost: $34,024
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 36423
Location: 2333 Calle Del Mundo
Type of Service: New Business
Description of Work: Install 1 padmount switch, 4 padmount transformers, ± 775' underground high voltage cable, ± 1400' underground low voltage cable, 36 termination elbows, 12 underground high voltage splices, 6 streetlights, and 353 electric meters.
Estimated Cost: $351,225
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) section 15302(c) (Class 2 - Replacement or Reconstruction) as City of Santa Clara Printed on 11/3/2023Page 2 of 3
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the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity; and (2) section 15303 (Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction or installation of a limited number of small electric utility facilities.
FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $454,827 are included in the Fiscal Year 2023/24 Capital Budget, New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.
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 agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Determine the proposed action is exempt from CEQA pursuant to Sections 15302(c) (Class 2 - Replacement or Reconstruction) and 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and
2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 706 Benton Street, 700 Mathew Street, 2041 Harrison Street, 3333 Kifer Road, and 2333 Calle Del Mundo are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1296 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Discussion and Potential Action on the Proposed Joint Powers Agency Agreement to Establish the Cities Association of Santa Clara County Joint Powers Agency
COUNCIL PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
The Cities Association of Santa Clara County (CASCC) is an association of the 15 cities and towns of Santa Clara County. Representatives from the 15 cities/towns meet monthly and collaborate on issues that affect the region. Councilmember Watanabe is the City Council’s representative on the CASCC Board of Directors and CASCC Legislative Action Committee and Mayor Gillmor is the City Council’s representative on the CASCC City Selection Committee.
CASCC is pursuing a more formal structure to address and clarify indemnification and liability, provide access to insurance, and clarify the tax status of the organization. To form a joint powers authority, a Joint Powers Agency (JPA) Agreement must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join. The CASCC Board of Directors expects to vote on the JPA Agreement at their November 9, 2023 meeting.
On October 10, 2023, the CASCC provided an informational presentation to the Council on the proposed JPA Agreement that will establish the Cities Association of Santa Clara County Joint Powers Agency (Attachment 1). This report provides an opportunity for Council discussion and consideration of the JPA Agreement and a process to request changes to the proposed agreement, if needed. A copy of the proposed JPA Agreement is attached to this report (Attachment 2).
The following information was provided by the CASCC:
Over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the CASCC to improve cooperation on issues of common interest. The CASCC was intended to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. In 1990, the cities and towns entered into an agreement to provide some structure and outline the purpose and function of the CASCC. In 2010, the CASCC adopted its bylaws. Currently, the CASCC is an unincorporated association.
As early as 2017, the CASCC began reviewing and considering the appropriate organizational structure for the CASCC. In August 2020, the CASCC’s Board of Directors unanimously voted to take the steps necessary to form a joint powers authority because it would provide a more formal and City of Santa Clara Printed on 11/3/2023Page 1 of 5
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23-1296 Agenda Date: 11/7/2023
recognized structure for CASCC and clarity regarding tax status, governmental immunities, and potential liability of the Members. To form a joint powers authority, a Joint Powers Agreement (JPA) must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join the joint powers authority, which would be called the Cities Association of Santa Clara County Joint Powers Agency.
The CASCC conducted outreach and solicited input on the proposed draft JPA over the past two years. The CASCC circulated a draft JPA to all City and Town Attorneys in the County for their review and input and incorporated significant changes into the agreement. The Acting Executive Director and the General Counsel at the time attended two virtual meetings with most of the Town or City Attorneys or Assistant City Attorneys on September 14 and September 28, 2022. The entire JPA was reviewed each time. A separate and additional meeting was held by the Santa Clara City Attorneys Roundtable on September 16, 2022, where the JPA was again reviewed.
CASCC representatives presented a draft JPA at the Santa Clara County City Managers Association (“SCCCMA”) meeting on October 12, 2022. Following that meeting, the City Managers submitted a list of 17 questions regarding the JPA to CASCC representatives. Due to changes in CASCC over the last year, including a new General Counsel and the rotation of new City Council Board representatives, the answers to those questions were not completed until August 2023. These responses were circulated to the SCCCMA members. On August 9, 2023, CASCC representatives again met with the SCCCMA to discuss the responses to the October 12, 2022, questions, and answers document, review the proposed JPA, and receive additional input. At the August 9, 2023, meeting, the CASCC representatives responded to the concerns raised by the City Managers and further edits were made to the draft JPA (Attachment 3).
On September 14, 2023, the CASCC Board received the updated draft JPA that included edits that responded to comments of the City/Town Attorneys and City Managers. At the meeting, the CASCC Board heard the concerns raised by Board members and City Managers who attended the meeting, and it was confirmed that those concerns would be addressed in the JPA. The CASCC Board directed some additional changes be made to the draft JPA to clarify that the Agency would not hire employees and to provide some language permitting but not requiring the CASCC Board to appoint a working committee to review new initiatives and provide input. With these changes, the CASCC Board unanimously approved transmittal of the draft JPA to the City Councils for each of the proposed Member Agencies for their consideration.
DISCUSSION
As described above, CASCC has led the development of the proposed JPA Agreement and outreach efforts for feedback. Through its engagement process, the CASCC has addressed questions from City/Town Attorneys and City/Town Managers and incorporated many of their suggestions into the proposed JPA Agreement.
The following is a summary of key provisions of the proposed JPA and, in some areas, staff provides possible discussion areas for Council consideration as it decides how it would like to proceed:
1. Purpose and Powers: The JPA’s proposed purpose and powers are broad as currently described under Article 2 - Creation and Purposes and Article 6 - Powers of the Agency.
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Staff Suggestion: The Council may wish to discuss whether the JPA’s powers and activities should be further defined or limited. Current proposed limits that staff supports are set out in Article 7 of the Proposed JPA Agreement. Restrictions include prohibitions on imposing taxes, purchasing real property, hiring employees, and issuing debt.
2. Minimum Number of Participants : Under Article 4, the JPA Agreement will become effective when fully executed and returned to the JPA by at least eight (8) Member Agencies.
3. Governance:
· Board of Directors and Board of Directors Meetings - Article 8 of the proposed JPA Agreement states that the JPA will be governed by the Board of Directors, which will be made up of one Director representing each Member Agency. Article 9 provides that each Member of the Board of Directors will have one vote.
· Executive Committee - The Board shall appoint an Executive Committee comprised of 3 to 5 officers/directors depending upon the number of Member Agencies. The Executive Committee shall exercise certain powers to approve JPA actions, as may be approved or delegated by resolution of the Board.
· Voting Requirements - Most actions of the JPA required only majority vote, including adoption of the Budget. Any “new significant program” (costing $10,000 or more) requires a 2/3rds vote of the Board (Article 15). In order to amend the JPA Agreement a 2/3rds vote of the Member Agencies themselves is required.
· Member Agencies Selection of its representative Director and an Alternate -Each Member Agency shall establish its own process for appointing or removing their representative Director and Alternate. (Section 8.1) The Mayor of each agency shall serve as a representative on the JPA’s City Selection Committee. (Article 13) · New Members - Article 19 of the proposed JPA Agreement provides that with the approval of the Board of Directors, any city located within the County of Santa Clara may become a party of the JPA Agreement. The JPA shall accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board of Director determined assessments and fees.
· Withdrawal - Article 20 of the proposed JPA Agreement provides that a Member Agency may terminate its membership in the JPA at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the Agency. The notice shall be given to the Board of Directors. Any Member Agency who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the JPA.
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4. Fiscal Management:
· Budget Review and Feedback - Article 8 of the Proposed JPA Agreement provides the Board of Directors with the responsibility for developing a budget.
Staff Suggestion: It would be helpful to understand what opportunities Member Agencies may have to review and provide feedback on annual budget decisions. · Annual Dues - Under Article 8 of the proposed JPA Agreement, the CASCC Board of Directors is responsible for reviewing, setting, and adopting annual dues to be funded by Agency Members. CASCC representatives have indicated that the annual budget for the CASCC JPA will be developed using the same parameters used to develop the current budget and membership dues will continue to be based on the size of member cities.
Staff Comment: The proposed JPA Agreement does not specify cost allocations, nor is there is tentative annual dues schedule, which would provide cities and towns greater clarity when making decisions about becoming a JPA member.
The City paid $34,044 for its annual CASCC membership dues in 2022 and 2023.
Staff Comment: CASCC representatives have communicated that they anticipate little to no changes to the City’s annual dues for the upcoming year. It is unclear whether there will be future increases.
5. Contract/Contractor Oversight and Performance Review: Article 14 of the proposed JPA Agreement describes the contractual professional services provided by the Executive Director, General Counsel, Auditor, and other potential consultants and independent contractors.
Staff Comment: The proposed JPA Agreement does not specify the responsibilities of the Board and Executive Committee for the selection, performance evaluation, and potential termination of the contractors providing services. It would be helpful to understand how these responsibilities will be handled by the JPA.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
FISCAL IMPACT
The primary fiscal impacts associated with the JPA are related to the annual dues structure and cost allocation. As noted above, the proposed JPA Agreement does not specify cost allocations.
The City paid $34,044 for its annual CASCC membership dues in 2022 and 2023. CASCC representatives have indicated that little to no changes are anticipated in the upcoming year. It is unclear whether there will be future increases.
COORDINATION
This item was coordinated between City Manager’s Office and the City Attorney’s Office.
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23-1296 Agenda Date: 11/7/2023
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
Staff recommends that the City Council discuss the proposed Joint Powers Agency (JPA) Agreement for Cities Association of Santa Clara County (CASCC) and provide direction to staff on any requested or required changes to be shared with the CASCC regarding the proposed terms, and/or take action to approve the JPA Agreement in the form presented. As such, there are a few options available to the City Council:
Option 1: Approve the JPA Agreement in the form presented and delegate authority to
Councilmember Watanabe to report approval of the JPA Agreement at the CASCC Board of Directors Meeting and authorize the City Manager to execute the JPA Agreement in a final form approved by the City Attorney.
Option 2: Recommend specific amendments to the proposed JPA Agreement and delegate authority to Councilmember Watanabe to report approval of the JPA Agreement at the CASCC Board of Directors Meeting, subject to the City Council’s amendments, and authorize the City Manager to execute the JPA Agreement in a final form approved by the City Attorney.
Option 3: Recommend specific amendments to the proposed JPA Agreement and request that the Cities Association of Santa Clara County propose a revised agreement.
Option 4: Take no action and do not approve the proposed JPA Agreement.
Other cities and towns in Santa Clara County are also in the process of considering the proposed JPA Agreement. At the time of writing this report, seven cities have approved the proposed JPA Agreement and 4-5 cities are planning to agendize the JPA Agreement sometime between October 31 and November 7, 2023.
Prepared by: Christine Jung, Assistant to the City Manager Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. CASCC October 10, 2023 Presentation
2. Proposed CASCC Joint Powers Agency Agreement - Clean Version
3. Proposed CASCC Joint Powers Agency Agreement - Redlined Version
4. CASCC Responses to City Managers’ Questions
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CASCC
Joint Powers Authority
Overview
Presented by Hon. Chappie Jones
Former Vice Mayor, City of San Jose
Former Board President, CASCC Board of Directors
1 at'-it.facdtti
OF SANTA CLARA COUNTY
History of the CASCC
Santa Clara County (SCC) is one of the few counties in California that has a lar
ge population (1.9 million) comprised of some of the smaller and larger cities in the state.
The CASCC was formed in 1990 (and amended in 1995) to provide a collective voice
for our county at the local, regional and state level.
Since its formation, CASCC has operated as a non-go vernmental, unincorporated organization.
CASCC continued to evolve and undertake projects of mutual interest and ben
efit to its members
After consideration of various forms of legal structures, the CASCC Board of Dire
ctors voted unanimously selected a Joint Powers Authority as the preferred structure in August 2020.
A Joint Powers Authority would address and clarify indemnification and liabilit
y, provide access to insurance and clarify the tax status of the organization
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OF SANTA CLARA COUNTY
Examples of What We
Accomplished Collectively
Silicon Valley Clean Energy (SVCE) was created through a colla
boration between CASCC member cities following an in-
depth evaluation of the potential of Community Choice Energy. The single-use plastic bag ban ordinances passed by all 15 cities orig
inated in the CASCC
The Healthy Cities Dashboard came from a collaboration be
tween the SCC Dept. of Public Health and CASCC.
The Planning Collaborative has provided invaluable technical assist
ance to all of our cities for their Housing Elements. The depth and breadth of the technical assistance provided is more than what many of our cities are able to fund on their own. 3 at'-it.facdtti
OF SANTA CLARA COUNTY
Accomplishments (con’t)
During the COVID-19 pandemic, the work of the CASCC resulted in a
stronger partnership with our County. In recognition of its solid work, the CASCC was awarded the President’s Medal for Exemplary Service during the COVID-19 Pandemic by the SCC Board of Supervisors.
Due to the ongoing efforts of our Legislative Action Committee (L
AC), CASCC is seen as an important and significant voice in policymaking. Legislators often elicit feedback and
endorsements from the CASCC, and look forward to speaking at our meetings.
4 at'-it.facdtti
OF SANTA CLARA COUNTY
What is a JPA (Joint Powers
Authority)?
Joint Powers Authorities are legally created
ent
ities that allow two or more public agencies
to jointly exercise common powers.
The Joint Exercise of Powers Act, as codified in
Cal
ifornia Government Code section 6500,
governs Joint Powers Authorities.
The Act allows two or more public agencies to
fo
rm a separate legal entity. Forming a separate
legal entity can be beneficial because the debts,
liabilities and obligations of the JPA belong to
that entity, and not to the contracting parties.
5 at'-it.facdtti
OF SANTA CLARA COUNTY
What is a JPA
(con’t)
The governing bodies of all the contracting public agencies must app
rove the agreement.
To enter into a JPA, the public agencies must enter into an agr
eement. This agreement must state both the powers of the JPA and the manner in which it will be exercised.
Only the contracting cities can approve the Joint Powers Ag
reement. Joint Powers Authorities must be registered with the State of California, but their authority and operations are governed by state law and rules of contract.
Government Code requires accountability from JPAs, including regu
lar audits.
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OF SANTA CLARA COUNTY
Benefits of Forming a JPA
Access to insurance which is not available to unincorporated entit
ies
Protection from liability for member agencies since the JPA will be a
separate legal entity from the member agencies
Clarification of tax status
Ability to apply for regional and statewide grants
Long term fiscal strategy that would help keep costs down while ma
ximizing collaboration with external partners
A structure that is familiar to the member agencies
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OF SANTA CLARA COUNTY
Highlights of the Draft JPA
(Joint Powers Agreement)
Final decisions rest with the Board of Directors. Undertaking new proj
ects or participating in new programs will only happen through a vote of the Board.
The authority of Executive Board (renamed the Executive Com
mittee) has been modified and more oversight and authority has been provided to the entire Board.
The Joint Powers Agency is not authorized to hire employees, acq
uire property, exercise eminent domain or impose taxes. Professional Services are provided by independent contractors. The Joint Powers Agency may not become a member of CalPERS. The Joint Powers Agency will continue to administer the City Selec
tion Committee, mandated by Gov’t Code 50270 et seq.
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OF SANTA CLARA COUNTY
Budget and
Membership Dues
The budget process as currently set forth in the CASCC bylaws will not
change. The yearly budget of the Joint Powers Agency will be developed using the same parameters as the current budget, namely the budget is an operational budget and will align with current CASCC finances, and therefore will not exceed those finances.
The budget will not increase solely as a result of becoming a Joint Pow
ers Agency
Membership dues will continue to be based on the size of member citie
s.
Should not all cities join the Joint Powers Agency, the dues of memb
er agencies will not change; rather the Board will decide how to adjust the budget to align with CASCC's finances and priorities. 9 at'-it.facdtti
OF SANTA CLARA COUNTY
The Value of Membership
in the CASCC
A unified, collective voice to advocate for its member cities at the
local, regional and state levels
Equality of membership- one ci ty one vote model
Collective participation in projects (i.e. Nexus Study and Plan
ning Collaborative) keeps costs down for individual
members, including the City of Santa Clara, as opposed to undertaking such a project on their own
A forum for our councilmembers to learn from each other, as well as
from highly-regarded consultants and community
partners through various workshops and symposia on timely and important topics
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OF SANTA CLARA COUNTY
Next Steps if the JPA is
Approved
All member cities will sign JPA (joint powers agreement) Dissolution of the unincorporated association
Register Joint Powers Agency with the Secretary of State Draft new bylaws by reviewing exist ing CASCC bylaws Prepare personnel policy handbook which would include policies that a
pply to the organization’s independent contractors and
Board members
11 at'-it.facdtti
OF SANTA CLARA COUNTY
We respectfully ask that you receive the
Cities Association of Santa Clara
County’s presentation; and discuss and
provide feedback on the proposed Joint
Powers Agreement to establish the
Cities Association of Santa Clara County
Joint Powers Agency.
Questions?
12 at'-it.facdtti
OF SANTA CLARA COUNTY
1 JOINT POWERS AGENCY AGREEMENT FOR CITIES ASSOCIATION OF SANTA CLARA COUNTY This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit.
NOW, THEREFORE, the Parties agree to the following :
AGREEMENT
ARTICLE 1 - DEFINITIONS
1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein.
1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement.
1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.
1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency.
2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year.
1.6 “Government Code” shall mean the California Government Code, as amended.
1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.
1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency.
1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set for th in Exhibit “A” attached hereto and incorporated herein by this reference.
1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.
1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended.
1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes.
ARTICLE 2 - CREATION AND PURPOSES
2.1 This Agreement is entered into by the Members in order to:
2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members;
2.1.2 Focus on local and regional matters that are important to our future;
2.1.3 Develo p a common agenda for Santa Clara County cities;
2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;
2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;
2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;
2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;
2.1.9 Strengthen the Members’ and Agency’s standing at the region al, State and Federal level;
2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;
2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and
2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.
ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.
ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.
ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers
4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.
ARTICLE 6 - POWERS OF THE AGENCY
6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts neces sary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name:
6.1.1 To make and enter into contracts;
6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;
6.1.3 To acquire, h old, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;
6.1.4 To sue and be sued in its own name, and to settle any claim against it;
6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment;
6.1.6 To inv est any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended;
6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein;
6.1.8 To retain the services of agents, contractors, and consultants;
6.1.9 To receive, collect, and disburse monies;
6.1.10 To conduct studies, tests, evaluations, and similar activities;
6.1.11 To contract for services from Members, including in-kind servic es;
6.1.12 To conduct public outreach and education;
6.1.13 To participate in pilot and demonstration projects;
6.1.14 To charge for services, programs, and/or systems;
6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and
5 6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency.
ARTICLE 7 - RESTRICTIONS ON POWERS
7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member.
7.2 The Agency shall not have the power of eminent domain.
7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities.
7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.
7.5 The Agency shall not have the power to hire employees.
7.6 The Agency shall not have the power to issue debt.
ARTICLE 8 - BOARD OF DIRECTORS
8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Membe r’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city.
8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.
6 8.3 The Board of Directors shall have the following power s and functions:
8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons;
8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;
8.3.3 The Board shall be the policy setting body of the Agency;
8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14;
8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. A doption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30 th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members;
8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement;
8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency;
8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and
8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency.
ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS
9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.
The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings.
9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary /Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting.
9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members
7 present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date.
9.5 Each Memb er of the Board shall have one vote.
ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year.
Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardle ss of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law.
ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter . At such time as there are 11 Members, the Board shall es tablish and elect an Executive Committee of the Board which shall consist solely of five ( 5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provi ded for in this Article, or as otherwise delegated to it by the Board.
The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously
8 approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee , except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government Code 50270 , as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency.
ARTICLE 14 – PROFESSIONAL SERVICES
14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:
9 14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director : manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executiv e Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws.
14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in go od standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency;
14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency;
14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget;
14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and
14.1.6 The consultants and independent contractors fulfilling t he duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law.
ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Boar d. If the Board deems it necessary, it may
10 appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall requi re a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific p rogram or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members.
ARTICLE 16 - ACCOUNTS AND RECORDS
16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement.
16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members.
16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law.
16.4 Auditor’s Report. The Audi tor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board.
16.5 The A gency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara.
Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of t he Agency available for this purpose.
ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY
17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below.
11 17.2 The Secretary/Treasurer or designee shall perform all functions then require d to be performed by the Treasurer under the Joint Powers Law. The Secretary/Tr easurer shall review the financial statements and the annual audit of the Agency.
17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency.
ARTICLE 18 - MEMBER RESPONSIBILITIES
18.1 Each Member shall have the following responsibilities:
18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8;
18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;
18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and
18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate .
Removal of a Member for failure of the Director to attend meetings shall not relieve the Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement.
ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A cit y requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall
12 accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees.
ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the A gency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hun dred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal.
ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member . A suspended Member shall immediately have its voting rights restored upon full payment of dues.
ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6.
13 ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurr ed under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties.
ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
24.1 The Members of the Board of Directors, Officers , and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest.
24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwi se required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement.
24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses.
24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination.
ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the performance of any of the activities of the Agency or the activities undertake n pursuant to this Agreement.
14 ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency.
ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws.
ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy . The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation.
ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members.
ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected.
ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the
15 Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members.
ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency.
ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency.
ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercis ing any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement.
ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy.
ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement.
16 ARTICLE 37 - DISPUTE RESOLUTION
37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation.
37.2 Each Member shall bear its own costs, attorney’ s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California.
ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurre d by the Agency.
Insurance under this provision may include an insurance pool program.
ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended.
ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be consider ed as constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding.
ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic.
September 20, 2023, Draft
1 JOINT POWERS AGENCY AGREEMENT DRAFT FOR CITIES ASSOCIATION OF SANTA
CLARA COUNTY
This Joint Powers Agreement (“Agreement” or “JPA”) for the Cities Association of Santa Clara County is entered into by and among the cities (“Members”), which are organized and existing under the Constitution and laws of the State of California in which public agencies are located in the County of Santa Clara, and upon approval and full execution of the Agreement, creates the Cities Association of Santa Clara County Joint Powers Agency (“Agency”).
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permit two or more public agencies by agreement to jointly exercise powers common to the Members; and
WHEREAS, the public agency Members executing this JPA are cities or towns within the jurisdiction of the County of Santa Clara (“County”); and WHEREAS, the Cities Association of Santa Clara County has existed as an unincorporated association since 1990 and desires to formalize the relationship between its City and Town members and form a Joint Powers Agency in order to carry out activities for the good of all its Members; and WHEREAS, the Members executing this Agreement, desire to join together to create a separate Joint Powers Agency for the purpose of promoting cooperation among the Members; advocating for positive action; enhancing the quality of life for the residents of the County and their individual cities; and encouraging other joint and cooperative endeavors among the public agencies for their mutual benefit.
NOW, THEREFORE, the Parties agree to the following :
AGREEMENT
ARTICLE 1 - DEFINITIONS
1.1 “Associate Member” shall mean any non-city local agency, located within jurisdictional authority of the County of Santa Clara, and shall have duly executed and delivered to the Agency an Associate Membership Agreement in the form of and as further provided in the Bylaws of the Agency, as further provided in Article 32 herein.
1.2 “Agency” shall mean the Cities Association of Santa Clara County Joint Powers Agency created by this Agreement.
1.3 “Board of Directors” or “Board” shall mean the governing body of the Agency.
1.4 “Executive Committee” shall mean the Executive Committee of the Board of Directors of the Agency.
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2 1.5 “Fiscal Year” shall mean that period of twelve (12) months which is established by the Board of Directors or the Bylaws as the fiscal year of the Agency, which shall run from July 1 to June 30 of each year.
1.6 “Government Code” shall mean the California Government Code, as amended.
1.7 “Joint Powers Law” shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code, known as the Joint Exercise of Powers Act, as amended.
1.8 “Legislative Body” shall mean the legislative board of each Public Agency that is a Member of the Agency.
1.9 “Member” shall mean any city which has executed this Agreement and has become a member of the Agency. The complete list of Members is set for th in Exhibit “A” attached hereto and incorporated herein by this reference.
1.10 “Parties” shall mean Members or Associate Members who are party to this Agreement.
1.11 “Public Agency” shall mean public agency as defined in Government Code Section 6500, as amended.
1.12 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neutral gender shall be construed to include each other gender, when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions herein shall be construed to effectuate the purposes set forth and to sustain the validity of those purposes.
ARTICLE 2 - CREATION AND PURPOSES
2.1 This Agreement is entered into by the Members in order to:
2.1.1 Review, study, develop consensus positions, and take action on issues of interest to Members;
2.1.2 Focus on local and regional matters that are important to our future;
2.1.3 Develo p a common agenda for Santa Clara County cities;
2.1.4 Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;
2.1.5 Establish and administer the City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;
2.1.6 Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
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3 2.1.7 Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;
2.1.8 Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;
2.1.9 Strengthen the Members’ and Agency’s standing at the region al, State and Federal level;
2.1.10 Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
2.1.11 Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;
2.1.12 Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and
2.1.13 Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.
ARTICLE 3 - PARTIES TO AGREEMENT
Each Member, as a Party to this Agreement, intends to and does contract with all other Members as Parties to this Agreement and, with other Public Agencies as may later be added as Parties to this Agreement pursuant to the Joint Powers Law. The withdrawal of any party from this Agreement, pursuant to Article 20, shall not affect this Agreement or the remaining Members’ obligations.
ARTICLE 4 – FORMATION; TERM
This Agreement shall become effective when fully executed and returned to the Agency by at least eight (8) Members, but only as to those Members that have executed the Agreement. The Agency shall promptly notify all Members in writing of the effective date. After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar joint powers authority, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.
ARTICLE 5 - CREATION OF THE AGENCY
Pursuant to the Joint Powers Law, there is hereby created a public entity, separate and apart from the Parties hereto, to be known as the “Cities Association of Santa Clara County Joint Powers September 20, 2023, Draft
4 Agency” with powers as are set forth herein. Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.
ARTICLE 6 - POWERS OF THE AGENCY
6.1 Subject to the terms of this agreement, the Agency shall have all of the powers of a public agency as defined in the Government Code Section 6500 as amended and all additional powers set forth in the Joint Powers Law and other statutes applicable to the Joint Powers Agency created hereby and is authorized to do all acts neces sary for the exercise of these powers on behalf of its Members. Powers include, but are not limited to, the following, in the Agency’s own name:
6.1.1 To make and enter into contracts;
6.1.2 To incur debts, liabilities, and obligations and to encumber personal property;
6.1.3 To acquire, h old, or dispose of personal property, contributions, and donations of personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;
6.1.4 To sue and be sued in its own name, and to settle any claim against it;
6.1.5 To receive and use contributions and advances from Members as provided in Government Code Section 6504, as amended including contributions or advances of personnel and equipment;
6.1.6 To inv est any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5, as amended;
6.1.7 To acquire, construct, manage, maintain, or operate title to personal property, or rights, or any interest therein;
6.1.8 To retain the services of agents, contractors, and consultants;
6.1.9 To receive, collect, and disburse monies;
6.1.10 To conduct studies, tests, evaluations, and similar activities;
6.1.11 To contract for services from Members, including in-kind servic es;
6.1.12 To conduct public outreach and education;
6.1.13 To participate in pilot and demonstration projects;
6.1.14 To charge for services, programs, and/or systems;
6.1.15 To work with elected officials and local, regional, state, and federal agencies, including other joint powers agencies and unincorporated associations to pursue funding, enter agreements and otherwise carry out the purposes of the Agency; and September 20, 2023, Draft
5 6.1.16 In addition to the other powers provided herein, the Agency shall have any powers authorized by law to each of the Parties and separately to the Agency creat ed herein relating to economic development, including, without limitation, the promotion of opportunities for the creation and retention of employment, the stimulation of economic activity, and the increase of the tax base, within the jurisdictions of the Parties; and
6.1.16 Subject to this Agreement or the Bylaws of the Agency, and only as authorized by the Joint Powers Law, to exercise other reasonable and necessary powers in furtherance or support of any purpose of the Agency.
ARTICLE 7 - RESTRICTIONS ON POWERS
7.1 Pursuant to and to the extent required by Government Code Section 6509, as amended, the Agency shall be restricted in the exercise of its powers and shall exercise its powers in the same manner as the Town of Los Gatos is restricted in its exercise of similar powers; provided that, if the Town of Los Gatos shall cease to be a Member, then the Agency shall be restricted in the exercise of its power in the same manner as another Member agreed to by the majority of the Board of Directors. Unless expressly provided for, the Agency does not, by virtue of this Section or this Agreement, subject itself to the internal policies or ordinances of any Member.
7.2 The Agency shall not have the power of eminent domain.
7.3 The Agency shall not have the power of taxation. The Agency may not impose taxes but may receive the proceeds of taxes imposed by other entities or public funds from other entities.
7.4 The Agency shall not have the power to acquire, purchase, hold or dispose of real property.
7.5 The Agency shall not have the power to hire employees.
7.6 The Agency shall not have the power to issue debt.
ARTICLE 8 - BOARD OF DIRECTORS
8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Membe r’s Legislative Body, according to its own procedures, shall appoint a Member of the Legislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a September 20, 2023, Draft
6 Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city.
8.2 A Director and/or Alternate shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Agency receives written notice from the appointing Member of the removal and/or replacement of the Director or Alternate; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of this Article 8; or as set forth in Article 21.
8.3 The Board of Directors shall have the following power s and functions:
8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons;
8.3.2 The Board shall elect an Executive Committee, as provided in Article 11;
8.3.3 The Board shall be the policy setting body of the Agency;
8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14;
8.3.5 The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Agency. A doption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30 th of each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members;
8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement;
8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or convenient for the efficient operation of the Agency;
8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and
8.3.9 Subject to the terms of this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Agency.
ARTICLE 9 – MEETINGS OF THE BOARD OF DIRECTORS
9.1 The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution, or in the Bylaws, the date, time, and location of each regular meeting.
The Board or Executive Director, in consultation with the President of the Board as provided in Article 10 below, may call special meetings.
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7 9.2 Each meeting of the Board of Directors, including without limitation, regular, adjourned regular and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
9.3 The Agency shall require the Secretary/Treasurer or designee to take and maintain minutes of all regular, adjourned regular and special meetings. As soon as practicable after each meeting, the Secretary /Treasurer or designee shall forward to each Board Member, a copy of the minutes of the meeting.
9.4 A majority of the Members of the Board shall constitute a quorum for the transaction of business. Unless otherwise required by law, a vote of the majority of a quorum of the members present at a meeting is sufficient to take any action, unless otherwise specified in this Agreement. However, less than a quorum may adjourn the meeting to a future date.
9.5 Each Memb er of the Board shall have one vote.
ARTICLE 10 - OFFICERS
The Board shall elect as Officers of the Agency President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Agency, the Board shall elect the President, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President, at the November Board of Directors meeting, or the first meeting held on or after November 1 of each year.
Of the Officers, the President, and at least two other Officers, must also be members of the Board of Directors. The remaining Officers may be the elected or appointed Mayor or Council Member of any Member of the Agency regardle ss of whether they are on the Board of Directors. Each Officer shall assume the duties of his or her office upon election. If the President ceases to be a Member of the Board, the resulting vacancy shall be filled at the next meeting of the Board held after the vacancy occurs, or at a special meeting of the Board called to fill the vacancy. The President shall preside at and conduct all meetings of the Board. Should the Board President not be available then the highest-level Officer, who is a member of the Board of Directors, shall preside. If that individual is unavailable, then any Director appointed by the President may preside. The Board may appoint other officers as it considers necessary. The duties of the Secretary/Treasurer are set forth in Articles 16 and 17 of this Agreement. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Secretary/Treasurer, as provided in the Joint Powers Law.
ARTICLE 11 - EXECUTIVE COMMITTEE
At such time as there are nine Members, the Board shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter . At such time as there are 11 Members, the Board shall es tablish and elect an Executive Committee of the Board which shall consist solely of five ( 5) Officers, with the addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large September 20, 2023, Draft
8 may be appointed by the Board to serve on the Executive Committee. The qualifications of the Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as provi ded for in this Article, or as otherwise delegated to it by the Board.
The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. Each meeting of the Executive Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 12 - COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of the Agency or it may, in the Bylaws or by resolution, delegate this power to the Executive Committee by Resolution. Members of committees, except as otherwise stated in this Agreement, shall be appointed by the President. Each committee shall have those duties as determined by whichever Agency body created it or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chairperson and shall report to and be directed by whichever entity created it. No more than one representative from each jurisdiction shall serve on each committee. Membership of any committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate decision-making powers and duties only to a committee, a majority of the members of which are Board Members. Any committee , except the City Selection Committee, in which a majority of the members are not Board Members may function only in an advisory capacity. The Legislative Action Committee shall be a permanent Committee of the Agency chaired by the Second Vice President and whose members shall be appointed by the Agency Members. Should there be no Second Vice President, the Legislative Action Committee shall be chaired by the First Vice President. All standing committees shall abide by the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended.
ARTICLE 13 – CITY SELECTION COMMITTEE
The City Selection Committee is established pursuant to State law and the Agency shall administer the City Selection Committee as follows: The City Selection Committee shall be a permanent committee of the Agency, consisting of the Mayor of each City or Town, consistent with Government September 20, 2023, Draft
9 Code 50270 , as amended. The Agency shall allow all cities in the County to participate in the City Selection Committee, whether or not they are members of the Agency.
ARTICLE 14 – PROFESSIONAL SERVICES
14.1 The Board of Directors may contract with individuals or companies to provide the following services at the pleasure of the Board of Directors:
14.1.1 Executive Director. The Board shall contract with a consultant or independent contractor to fulfill the following duties of an Executive Director : manage the affairs of the Agency, subject to the general supervision and policy direction of the Board and the Executive Committee; oversee the day-to-day activities of the Agency; select and manage the activities of all consultants and independent contractors to the Agency; be responsible for required filings by the Agency with the State of California; prepare or delegate the preparation of all meeting notices, minutes, and required documentation of the Agency; prepare and propose an annual budget; prepare reports and recommendations for consideration by the Executive Committee or Board; be responsible for billing and collection of annual dues; maintain the records of the Agency; assist Local Agencies in the preparation and filing of applications for participation in the financing programs of the Agency; expedite the processing of these applications; pay all invoices, taxes and amounts due; and perform other duties as are assigned by the Board and Executiv e Committee. The Executive Director may have the authority to sign agreements, applications, and other documents on behalf the Agency, if authorized by the Board or Executive Committee. The Executive Director shall have the Authority to enter into individual Agreements with a single vendor over the course of a fiscal year, on behalf of the Agency, up to the amount set by the Bylaws.
14.1.2 General Counsel. The Board shall contract with a consultant, independent contractor, or law firm to fulfill the duties of General Legal Counsel. The General Counsel shall take direction from the majority of the Board of Directors. The General Counsel shall be a member in go od standing of the California State Bar. The General Counsel shall be responsible for the legal affairs of the Agency;
14.1.3 Auditor. The Auditor shall be a Certified Public Accountant licensed to practice in the State of California. The Auditor will conduct annual financial audits of the Agency;
14.1.4 Other services. The Executive Director may hire additional consultants and independent contractors, as appropriate, based upon a previously approved budget;
14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any agent, consultant or independent contractor of the Agency become a member of PERS or be entitled to a pension or retirement from PERS as a result of service to the Agency; and
14.1.6 The consultants and independent contractors fulfilling t he duties of Executive Director, the Auditor, the General Counsel and any other consultants or independent contractors September 20, 2023, Draft
10 who provide services to the Agency shall be compensated in such manner as shall be approved by the Board and as permitted by applicable law.
ARTICLE 15 - SIGNIFICANT PROGRAMS
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Boar d. If the Board deems it necessary, it may appoint a working committee to study the significant program or activity and provide input to the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $10,000 or more in annual expenditures; this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall requi re a work plan and a two-thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into a specific p rogram or project Agreement that includes relevant terms regarding the particular affected Members, and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These limited scope Agreements shall be subject to approval by the Board by a two-thirds vote of the Members.
ARTICLE 16 - ACCOUNTS AND RECORDS
16.1 The Agency shall adopt an operating budget pursuant to Section 8.3.5 of Article 8 of this Agreement.
16.2 The Secretary/Treasurer of the Agency or the Executive Director shall establish and maintain funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Agency shall be open to and made available for inspection at all reasonable times upon request by authorized representatives of the Members.
16.3 The Agency shall adhere to the standard of strict accountability for funds and report all receipts and disbursements as set forth in the Joint Powers Law.
16.4 Auditor’s Report. The Audi tor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for the prior Fiscal Year to the Board.
16.5 The A gency shall either make or contract with a Certified Public Accountant to make an annual Fiscal Year audit of all accounts and records of the Agency, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed as a public record and be provided to each of the Members, and with the County Auditor of the County of Santa Clara.
Costs of the audit shall be considered a general expense of the Agency. Any costs of the audit shall be borne by the Agency and shall be a charge against any unencumbered funds of t he Agency available for this purpose.
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11 ARTICLE 17 - RESPONSIBILITIES FOR FUNDS AND PROPERTY
17.1 The Secretary/Treasurer, or his or her designee, shall have the custody of and disburse the Agency’s funds. Proceeds of similar obligations of the Agency may be deposited with a trustee, agent or other depositary and shall not be considered the Agency’s funds for purposes of this Article. The Secretary/Treasurer may delegate disbursements to persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of Section 17.2 below.
17.2 The Secretary/Treasurer or designee shall perform all functions then require d to be performed by the Treasurer under the Joint Powers Law. The Secretary/Tr easurer shall review the financial statements and the annual audit of the Agency.
17.3 Pursuant to Government Code Section 6505.1, as amended, the Executive Director, the Secretary/Treasurer, and other persons as the Board may designate, shall have charge of, handle, and have access to the property of the Agency. The Agency shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in a form specified by the Board of Directors, covering any officers or agents of the Agency who are authorized to hold or disburse funds of the Agency and any officers or agents who are authorized to have charge of, handle and have access to property of the Agency.
ARTICLE 18 - MEMBER RESPONSIBILITIES
18.1 Each Member shall have the following responsibilities:
18.1.1 To appoint its Director and Alternate to, or remove its Director and Alternate, from the Board, as set forth in Article 8;
18.1.2 To consider proposed amendments to this Agreement as set forth in Article 29;
18.1.3 To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement; and
18.1.4 If a Member provides written notice to the Agency of its election to relinquish its status as a Member, or if a Member fails to be represented at four (4) or more consecutive regular meetings of the Board of Directors, then that Member may be deemed to be a suspended Member, with all the rights and duties of an Associate Member, upon action of the Board of Directors duly adopted. Prior to the suspension, the President shall contact the Mayor and request that another Council Member be appointed or that reinstatement for the current Member be requested. The suspension shall be approved by the Board of Directors. Promptly following that action by the Board of Directors, the Member may be reinstated by informing the Board of its intent to be reinstated within thirty (30) days and to attend all future meetings either via the Director or Alternate .
Removal of a Member for failure of the Director to attend meetings shall not relieve the September 20, 2023, Draft
12 Member from its obligations under any outstanding agreements relating to the Agency’s financial obligations, except in accordance with this Agreement.
ARTICLE 19 - NEW MEMBERS
With the approval of the Board, any city located within the County of Santa Clara may become a party as a Member to this Agreement. A cit y requesting membership shall apply by presenting to the Agency, a resolution of the Legislative Body of the City, evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. The Agency shall accept new Members upon a majority affirmative vote of the entire Board and upon payment of any Board determined assessments and fees.
ARTICLE 20 - WITHDRAWAL
A Member may terminate its membership in the Agency at any time upon giving one hundred and eighty (180) days written notice of withdrawal to the A gency. The notice shall be given to the Board of Directors. The effective date shall be the conclusion of the first Board Meeting which occurs after the one hun dred and eighty (180) day notice period has passed. Any Member who withdraws shall remain obligated to pay its share of all debts, liabilities, and obligations incurred or accrued through the end of the current fiscal year of the Agency. The withdrawal does not in any way impair any contracts, resolutions, indentures, or other obligations of the Agency then in effect. In the event of a disagreement between the Agency and the withdrawing Member as to whether the withdrawal shall cause the impairment of any contracts, resolutions, indentures, or other obligations of the Agency, the determination shall be made by a majority vote of the Board of Directors. Any Member that withdraws and later seeks reinstatement to the Agency shall provide funds to the Agency, proportionate to their responsibility for the current fiscal year, as if the Member had never left the Agency. A withdrawing Member shall, in all events, remain liable for its proportionate share of: (i) its full amount of its proportionate share of the adopted fiscal year budget; (ii) any call for funds or assessment levied by the Agency prior to the date it provides its notice of withdrawal; (iii) any contribution in existence at the time of the notice of withdrawal.
ARTICLE 21 - REMOVAL
If the Board of Directors determines that reasonable cause exists to remove a Director from the Board, it can remove the Director and request that the Member who appointed the Director appoint a new Director. The Board may, by two-thirds majority vote of the entire Board, remove a Member based on a Member's breach of any material term of this Agreement, and the failure to cure that breach within sixty (60) days written notice. A terminated Member shall remain liable for any obligation under this Agreement as described above. Failure to pay dues within 60 days following notice shall result in a Member becoming suspended with all the rights of an Associate Member . A suspended Member shall immediately have its voting rights restored upon full payment of dues.
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13 ARTICLE 22 - OBLIGATIONS OF AGENCY
The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities, or obligations of the Agency. Nothing in this Agreement shall be interpreted to limit the applicability of the provisions of Government Code Section 895.6.
ARTICLE 23 - TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no financial obligations of the Agency are outstanding, with the approval of two-thirds of the Members. Upon termination of this Agreement, all assets of the Agency shall, after payment of all unpaid costs, expenses and charges incurr ed under this Agreement, be distributed among the parties to this Agreement, in accordance with the respective contributions of each of the Parties.
ARTICLE 24 - LIABILITY OF BOARD OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
24.1 The Members of the Board of Directors, Officers , and Committee Members of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be individually liable for any mistake of judgment, or any other action made, taken, or omitted by them in good faith, nor for any act or omission by any agent, consultant or independent contractor selected with reasonable care, nor for loss incurred, resulting from any action made, taken, or omitted by them in good faith and with reasonable care through investment of Agency funds, or failure to invest.
24.2 No Director, Officer, or Committee Member shall be responsible for any act or omission of any other Director, Officer, or Committee Member. Unless otherwi se required by law, no Director, Officer, or Committee Member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement.
24.3 The funds of the Agency shall be used to defend, indemnify, and hold harmless the Agency for any Director, Officer, or Committee Member, for their actions taken within the scope of the Agency. Nothing herein shall limit the right of the Agency to purchase insurance to provide coverage for these types of losses.
24.4 These indemnification and defense obligations shall survive the termination of the Agreement as to any acts or omissions occurring before such termination.
ARTICLE 25 - INDEMNIFICATION
To the fullest extent allowed by law, the Agency shall defend, indemnify, and save harmless the Members and their governing bodies, officers, agents and employees from all claims, losses, damages, costs, injury, and liability of every kind, nature, and description directly or indirectly arising from the September 20, 2023, Draft
14 performance of any of the activities of the Agency or the activities undertake n pursuant to this Agreement.
ARTICLE 26 - BYLAWS
The Board shall adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Agency. The provisions of the Bylaws, as modified from time to time, shall establish the operating procedures and standards for the Agency.
ARTICLE 27 - NOTICES
The Agency shall address notices, billings, and other communications to a Member as directed by that Member. Each Member shall provide the Agency with the email and physical address to which communications are to be sent. Members shall address notices and other communications to the Agency, at the office address of the Agency, or the email address of the Agency as directed by the Member and as set forth in the Bylaws.
ARTICLE 28 - CODES
The Agency shall adopt and observe a Code of Conduct and Conflict of Interest Policy . The Agency shall comply with all requirements of the Fair Political Practices Commission as required by law or regulation.
ARTICLE 29 - AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt by the Agency of notice of the approval of the amendment by two thirds of the Legislative Bodies of the Members.
ARTICLE 30 - SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions shall not be affected.
September 20, 2023, Draft
15 ARTICLE 31 - PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim, or interest it may have under this Agreement, and no creditor, assignee or third-party beneficiary of any Member shall have any right, claim, or title to any part, share, interest, fund, or asset of the Agency. This Agreement shall be binding upon and shall inure to the benefit of successors of the Members. This Agreement is intended solely for the benefit of the Agency and its Members. No third party shall be deemed a beneficiary of this Agreement or have any rights against the Agency or its Members.
ARTICLE 32 - ASSOCIATE MEMBERS
Any Public Agency located within the jurisdictional authority of the County of Santa Clara may, with the approval of the Board of Directors, become an Associate Member of the Agency by executing and delivering to the Agency an Associate Membership Agreement and providing an Associate Membership fee and as further provided in the Bylaws. An Associate Member shall not be entitled to representation on the Board of Directors, or to vote on any matter coming before the Board of Directors or the Agency, unless a separate written agreement is entered into between the Associate Member and the Agency.
ARTICLE 33 - LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes of the Agency.
ARTICLE 34 - NON-WAIVER
No waiver of the breach of default of any of the covenants, agreements, restrictions, or conditions of this Agreement by any Member shall be construed to be a waiver of any succeeding breach of the same or other covenants, restrictions, or conditions of this Agreement. No delay or omission of exercis ing any right, power, or remedy in the event of a breach or default shall be construed as a waiver or a variation of any of the terms of this Agreement or any applicable agreement.
ARTICLE 35 - REMEDIES FOR BREACH
If any Member shall default on any obligation contained in this Agreement, the default shall not excuse any other Member from fulfilling its respective obligations under this Agreement. Any Member shall be entitled to pursue all legal and equitable remedies against another Member in response to any alleged default under this Agreement. Any and all of the remedies provided to the Members, hereunder or by law now or hereafter enacted, are cumulative and the exercise of one right or remedy shall not impair the Members to any other remedy.
September 20, 2023, Draft
16 ARTICLE 36 - ARTICLE HEADINGS
All article headings are for reference only and are not intended to define or limit the scope of any provision of this Agreement.
ARTICLE 37 - DISPUTE RESOLUTION
37.1 The Members agree that any dispute regarding the enforcement or interpretation of any term, covenant, or condition of this Agreement (“Dispute”) may first, for a period of not less than thirty (30) days, be submitted to mediation before a mutually acceptable mediator prior to initiation of litigation, or any other binding arbitration or adjudicative dispute resolution process. The Members shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in the Dispute; (iii) exchange written position papers stating their position on the Dispute and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the Dispute; and (iv) engage and cooperate in such further discovery as the Members agree or mediator suggests may be necessary to facilitate effective mediation.
37.2 Each Member shall bear its own costs, attorney’ s fees, and expenses of the mediation. Venue of the mediation shall be a mutually agreeable city within Santa Clara County, California.
ARTICLE 38 – INSURANCE
If available, the Agency shall obtain insurance for all Members, appointed Members, and Committee Members, including, but not limited to, Directors and Officers liability insurance and general liability insurance containing policy limits in such amounts as the Board of Directors shall deem will be necessary to adequately insure against the risks of liability that may be incurred by the Agency.
Insurance under this provision may include an insurance pool program.
ARTICLE 39 - FILING WITH SECRETARY OF STATE
The Executive Director of the Agency shall file a notice of this Agreement with the office of the California Secretary of State within thirty (30) days of its effective date, as required by Government Code Section 6503.5, as amended and within seventy (70) days of its effective date as required by Government Code Section 53051, as amended.
ARTICLE 40 - COUNTERPARTS
This Agreement may be executed in parts or counterparts, each part or counterpart being an exact duplicate of all other parts or counterparts, and all parts or counterparts shall be consider ed as I -
September 20, 2023, Draft
17 constituting one complete original and may be attached together when executed by the Members hereto. Facsimile and electronic signatures shall be binding.
ARTICLE 41 - AGREEMENT COMPLETE
This Agreement constitutes the full and complete Agreement of the parties and supersedes any prior written Agreement between the Members on the same topic.
Answers to City Managers Questions re: Cities Association of Santa Clara County (“CASCC”) and Proposed Joint Powers Authority (“JPA”)
August 7, 2023
GENERAL
Question #1. a.: What do we want this organization to be? Answer #1. a.: The goals and purposes of the organization will not change. Here are the stated goals of the CASCC:
• To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities;
• To develop a common agenda for Santa Clara County cities; • To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities;
• To serve as the City Selection Committee pursuant to Government Code section 50270 et seq. and make appointments to regional and local bodies as provided by law; • To assist in the development of state-wide legislative policy through the structure of the League of California Cities;
• To serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
• To provide a forum for non-city individuals, groups and organizations, and the private sector to address items of interest to Santa Clara County cities.
And here are the stated purposes of the proposed JPA:
1. Review, study, develop consensus positions, and take action on issues of interest to Members;
2. Focus on local and regional matters that are important to our future;
3. Develop a common agenda for Santa Clara County cities;
4. Serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government;
5. Establishthe City Selection Committee pursuant to Government Code Section 50270 et seq., as amended and make appointments to regional and local bodies as provided by law;
6. Serve as a source of education, information, and networking for officials from all cities in Santa Clara County;
7. Provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities;
8. Reduce duplication of effort by sharing information and provide a unified voice and strong advocacy on legislation and other important issues that affect its Members;
9. Strengthen the Members’ and Agency’s standing at the regional, State and Federal level;
10. Strive to respect local control, provide regional perspective, and make a difference to elevate the quality of life throughout the County;
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
2 11. Provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems;
12. Provide a method for the Members to collaborate and jointly develop policies that benefit the region; and
13. Collaborate in such a way that is efficient, saves the jurisdictions the expense of individual effort, and creates positive outcomes.
Question #1. b.: What are the goals in forming this separate JPA as opposed to something less structured?
Answer #1. b.: Currently, the CASCC is an unincorporated association under the California Corporations Code. Since its creation, the member agencies have executed some agreements to provide a bit more structure to the association. In 1990, the CASCC’s member cities also entered into an agreement governing the operation of the organization, later amended on June 30, 1995. A copy of that Agreement is attached. As authorized by this Agreement, the CASCC has also adopted bylaws, available on the organization’s website. The existing Agreements set forth a structure that is similar to what a Joint Powers Agreement would establish for a JPA.
If the Cities Association becomes a JPA, neither the purpose nor the budget process would change. However, the JPA structure addresses concerns that have been raised about the CASCC such as liability and insurance. The JPA would have access to insurance that is not currently available. G overnmental immunities would apply to the JPA that do not apply to an unincorporated association. A JPA would also clarify the tax status of the organization. The governance and organizational structure are also familiar to the members.
Question #1. c. How is forming the JPA furthering those goals.
Answer #1. c .: The most effective CASCC is one that is permanent, has governmental immunities to liabilities and employs an organizational structure that is both equitable and highly functional. Also, it will insulate the individual city/town members from future individual liability that an unincorporated association would arguably not do. The CASCC has accomplished much in the past and can accomplish many of the same programs and should the Board of Directors wish to, additional tasks with the new, permanent structure. In addition, the formation of a JPA eliminates potential tax issues as governmental entities are generally not subject to federal and State tax-related requirements.
Question #2: Are there better organizational forms such as public benefits corporation or nonprofit organization?
CASCC previously considered both a 501 (c) (4) non-profit social welfare organization and a JPA.
In 2020, the Board of Directors chose to pursue a JPA based on factors, such as the time and cost of forming the new entity and the compatibility of the JPA structure and membership of ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
3 the association. Considering the events that have transpired since the Board of Directors made the decision in 2020, we are even more convinced the JPA structure is best suited to the needs of the CASCC for the reasons stated above and the fact that the CASCC members are elected Council members appointed by their respective agencies and the CASCC administers the Cities Selection Committee.
Question #3: What models/example joint powers agreements were used to develop the proposed CASCC JPA?
Answer #3: The proposed JPA was developed by the two prior General Counsels, including Gary Baum, and he utilized the following examples: Silicon Valley Regional Interoperability Authority JPA (click on JPA document link) https://svria.org/resources/documents/ Silicon Valley Animal Control Authority JPA (click on JPA link) https://www.svaca.com/about-us
Question #4: What issues, structural or otherwise, is the association facing that can only or uniquely be solved by the formation of a JPA?
The JPA would provide a governmental structure for the CASCC. As a JPA, the CASCC would have governmental immunities and the liability of its members would be clarified. The JPA would have also access to some risk pools that insure governmental entities. The JPA structure itself would create a backbone of organization by clearing setting forth the scope of the JPA’s authority.
See answer to Question 1c above.
Question #5: Are there examples of issues that the JPA can address, particularly that cannot be accomplished through a less formal structure?
See answers to Questions #3 and #4.
Collaboration amongst our cities is one of the key advantages of the CASCC, which helps to strengthen our region. It is noteworthy, that in a county as populous and diverse as Santa Clara County, our cities have been able to come together and have some notable successes that could only have happened through CASCC. For example, the work of the CASCC during the COVID-19 pandemic resulted in a stronger partnership with our County, paving the way for greater trust and collaboration in the future. In recognition of their hard work, the CASCC was awarded the President’s Medal for Exemplary Service During the COVID-19 Pandemic by the SCC Board of Supervisors. Also, our cities collectively implemented ordinances to ban single-use plastic bags in each of our cities. Perhaps one of the most timely advantages of the CASCC and JPA membership would be the ability to apply for regional and statewide grants, such as the ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
4 multi-year Reagional Early Action Planning (REAP) Grant from ABAG. CASCC contracts with Community Planning Collaborative to lead this effort. Currently, all of our cities benefit from the technical assistance provided by the Planning Collaborative. Formed in October of 2019, the Santa Clara County Planning Collaborative is a shared effort among the county's jurisdictions to help address the region's housing challenges. The jurisdictions, by working together collaboratively, save money, time, and resources by sharing information and capacity; maintain & facilitate relationships with non-profits, affordable housing advocates, and key governmental organizations.
For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.
Question #6: The primary purpose or goal of the formation described today (10/12/22), was for all cities to continue to participate. If that is the case will the final document be able to be ratified without each of the cities consenting?
The CASCC functions best when all cities and towns within the County are members. Each of the individual Council members who serve on the CASCC board will present the JPA to their respective agencies for approval with the goal of having all the current members cities and towns participate in the JPA. It is important to note that all cities and towns would continue to participate in the City Selection Committee (CSC) even if they are not members of the JPA.
Government Code Section 50270 designates the mayors of all cities and towns within the County to serve on the CSC. The purpose of the CSC is to appoint city representatives to boards, commissions, and agencies as required by law. In Santa Clara County, CASCC houses the CSC and takes responsibility for all the administrative tasks related to the CSC.
While it is the goal of the CASCC and the JPA process that all cities and towns become members, the JPA is drafted so that it becomes effective once eight members join. Should the number of members fall below 7 then Article 4 of the JPA would apply:
After one full year after the initial formation of the Agency, should the membership fall below seven (7) Members due to the withdrawal of Members and the membership level remains at below seven (7) Members for a period of at least one (1) year and a similar JPA, with the same or similar powers and functions is formed containing a majority of cities in the County of Santa Clara, the Agency shall change its name and permit the new organization to take on the name of the Agency. Notwithstanding ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
5 the name change, this Agreement shall continue in effect until terminated as provided herein. The termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Agency shall not operate to terminate this Agreement with respect to the remaining Members.
Note, this provision was added at the request of the City/Town Attorneys all of which provided input into the final draft of the JPA.
FISCAL MANAGEMENT
Question #1: How will member agencies be able to review proposed annual budget and proposed assessments in advance of adoption by the JPA board?
Answer: #1: Like the process set forth in the bylaws and the process followed by the SVRIA, section 8.3.5 of the JPA requires the Board of Directors to adopt its budget by April 30 of each year. This process is designed to ensure that city/town members can consider and incorporate any increase or decrease in their dues into their budget planning before they are required to adopt their own budgets. Only the Board of Directors may adopt the budget at a publicly noticed meeting , the Executive Committee may not adopt the budget. Notice of proposed budget figures will be sent to the City Managers in advance of any budget adoption meeting. If April 30 is too late for city/town budget planning, an alternative date of March 30 could be considered.
Question #2: Is it assumed that the dues structure/formula will be determined after approval of the JPA, or will this be established in advance of approval?
Answer: #2: While the dues will be established after approval of the JPA, no significant increases are anticipated. The adoption of any dues structure or formula would need to be considered as part of the annual budget process. The dues’ structure and related provisions will be incorporated into the bylaws for the JPA. The CASCC will share information regarding its proposed budget and dues as soon as p ossible in each budget cycle, and will share with its member cities and towns, their elected officials, and city managers in a transparent manner.
The goal is to submit next year’s fiscal year budget, with the final Joint Powers Agreement, in December 2023.
Question #3: How will the JPA address disagreements on the dues structure, particularly if dues will increase with a JPA?
Answer #3: It is neither assumed nor anticipated that the dues will increase because of the change in organizational structure. It is anticipated that annual dues will increase to reflect cost ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
6 of living increases. As set forth in the current bylaws, the Board adopts a budget every year in the same timeline as its member agencies and a majority vote is required to adopt a budget.
Question #4: Has the association considered CalPERS costs in a potential JPA?
Answer#4: Yes, C ASCC has considered this matter. CASSC obtains services from independent contractors and does not have employees. CalPERS membership is not mandatory for a JPA.
The JPA has been drafted to address this issue and specifically states the JPA will not contract with CalPERS. See JPA provision 14.1.5:
14.1.5 The Agency shall not contract with or become a member of the California Public Employees Retirement System (“PERS”), nor shall any employee of the Agency become a member of PERS or be entitled to a pension or retirement from PERS because of service to the Agency; and
In addition, the following change will be made to the JPA to address the issue:
14.1.6 The Agen cy shall not contract with or provide any pension to any employee of the Agency, nor shall any employee of the Agency be entitled to a pension or retirement Benefits, aside from Social Security as a result of service to the Agency.
Question #5: What is the extent of the Dissolution Plan and Tax Liability and who will be responsible?
Answer #5: The Dissolution Plan for CASCC has been discussed by the City /Town Attorney’s group and researched by a few of its members. A consensus on the approach to dissolution has been reached with the City/Town Attorney’s Group. Article 5 of the JPA it states: “Upon formation of the Agency as described in Article 4, the Cities Association of Santa Clara County, an unincorporated association shall follow the process of dissolution and cease to exist.” The CASCC will follow the procedure for dissolution set forth in California Corporations Code Section 18410. Upon approval of the JPA by eight Members, the current CASCC Board of Directors will pass a resolution following the Corporations Code procedure and transfer the assets and liabilities of CASCC. The City/Town Attorneys discussed the possibility of only transferring the assets and not the liabilitie s of CASCC. However, the consensus of this group was that this approach may be rejected by the courts so that path is not recommended and will not be followed.
PERSONNEL MANAGEMENT
Question #1: Who is responsible for evaluating the performance of the Executive Director, and taking any associated personnel action?
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
7 Statement #1: Difficult personnel issues can occur in any organization. It is in everyone’s interest to establish a structure for handling such issues in advance of actual situations.
Response to Statement #1: Agreed.
Answer#1: The Executive Director provides services to CASCC as an independent contractor.
Only a majority of the Board of Directors may take action regarding the contract of the Executive Director or any performance evaluation process. The JPA will be modified to clarify this issue.
Just to reiterate from Question 4 above, all services provided to CASCC will be through independent contractors, not salaried employees.
DECISIONMAKING
Question #1: How will the JPA determine whether to pursue new initiatives, such as grants, that may not clearly exceed the $50,000 Significant Programs threshold? How will the JPA determine its ability to perform its associated responsibilities? Answer #1: The JPA at Article 15 Substantial Programs states:
If the Board desires to create significant programs or activities which will utilize substantial resources of the Agency, it shall do so by a vote of the Board. Substantial resources and significant program or activity shall be defined as any program or activity requiring $50,000 or more in annual expenditures, this amount shall be increased by the annual cost of living CPI index. Any new significant program or activity shall require a work plan and a two- thirds vote of the Members in order to be initiated. When a new significant program is intentionally designed to be limited in scope, such that it only provides benefits to particular Members, the Agency may enter into specific program or project Agreement that includes relevant terms, by the particular affected Members and any such Agreement shall be approved by the Board prior to or at the same time as formation of the significant program. These Agreements shall be subject to approval by the Board of Directors by a two-thirds vote of the Members.
First and foremost, the JPA’s programs and activities will be limited to its available budget. If a new initiative or grant becomes available, the Board would discuss the level of interest at a public meeting and whether it should pursue it.
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
8 Second, the CASCC also intends to amend this JPA provision to define a Substantial Program as as any program or activity requ iring $10,000 or more (subject to CPI adjustments) - rather than $50,000 or more - in annual expenditures, in order to exercise greater fiscal oversight.
Statement #1: For example, the SVRIA JPA establishes a Working Committee with specified composition, that is responsible for recommending a budget, accepting grants, and awarding contracts, as well as recommending an Executive Director.
Response to Statement #1: The Executive Committee performs a similar role to that of SVRIA’s Working Committee, but its powers have been limited based upon input from the City Managers and City/Town Attorneys. Should the CASCC Board of Directors wish to create a new committee, such as the Working Committee with significant powers, the concept, scope, staffing and resources implications would need to be considered by the Board of Directors.
While SVRIA is a JPA model that was considered in the formation of the CASCC JPA, it should be noted that SVRIA’s annual budget exceeds $5 million (for FY 23 and beyond). By comparis on, the CASCC annual budget is currently under $300K. Currently, it is sufficient for the Executive Committee to perform some, not all, functions of the SVRIA Working Committee. At some point in the future, the CASCC Board of Directors may consider formation of a Working Committee, and may choose to do so with input from the City Managers and/or the City Attorneys.
Question #2: How will the JPA determine its position and activities related to legislative advocacy? How will individual Director’s responsibility to the JPA be reconciled with positions of their respective agencies?
Answer #2:
Role of the Legislative Action Committee (“LAC”)
LAC advocates on behalf of all 15 cities on issues of mutual interest, provides legislative updates to cities, and organizes emergency responses to urgent issues. LAC acts as the convening body for all 15 cities to discuss and take positions on legislative bills, and local and state measures (“Bills/Measures”). The LAC meetings allow for collaboration, advocacy, and education. It allows the cities to delve into an issue and discuss how the issue may affect their cities. LAC is also guided by the Legislative Guiding Principles and the Housing Position Paper, which were both adopted by the Cities Association Board and aim to be representative of all 15 cities.
Benefit to cities from LAC
Cities benefit from the LAC in many ways. An organization consisting of 15 cities with over 1.9 million residents has a louder and more impactful and effective voice compared to each city advocating on its own behalf, especially smaller cities. Legislators have said repeatedly that they pay attention to the positions taken by the Cities Association. Legislators and local groups ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
9 seek the Cities Association’s endorsement because they understand the importance and influence of an endorsement from the Cities Association.
LAC also provides an opportunity for legislators to present an idea for a potential Bill/Measure and solicit feedback on how such a Bill/Measure may impact cities, or what provisions would cities support/oppose. This is also a great opportunity for Cities to weigh in and give feedback to help shape a bill before it moves forward. Legislators/groups have also shared that it is much easier for them to come to Cities Association and reach all 15 cities at the same time than try to reach each Council individually. For many of the presentations, the legislators will attend the LAC meeting, which gives the cities face to face time with legislators.
Another benefit is LAC provides a forum for cities to learn from each other, hear different perspectives, and better understand the potential impact of a Bill/Measure. Often, this results in the cities being better informed on the pressing issues happening at the state and local levels.
Decision-making process for LAC
The LAC agenda normally consists of (1) an educational item whereby a legislator or group presents on a potential or new Bill/Measure, the intent being to educate and answer any questions representatives may have, or (2) a few Bills/Measures for discussion and action, to recommend a position to the Cities Association Board. It is the Board that makes the final decision on the Cities Association’s position on a particular Bill/Measure. Some cities have the same Councilmember serve on LAC and the Board, while others will have different Councilmembers serve on each body. Therefore, although the discussion and presentation at the Board level is not as in depth as the LAC meeting, sometimes the discussion and vote at the Board level are different from what happened at the LAC meeting.
LAC’s recommendation to the Board is based on what majority of the cities support. The practice is for the LAC Chair to communicate the recommended position to the full Board and include the minority position(s) or any concerns expressed during the discussion at the LAC meeting.
One of the ways the CASCC communicates its position on a particular Bill/Measure is to send a letter to the applicable body. In recent years, the CASCC has made an effort to include the concerns of the “minority position” in the letter, and advocate that certain bills carve out an exemption for smaller cities, recognizing that all 15 cities are unique, diverse and range from populations of a few thousand to one million people.
Every city has its own approach to how it votes on a Bill/Measure at a LAC meeting. Some cities will only vote on a Bill/Measure if their full Council has taken a position on the particular item.
Other cities will vote on the item if it aligns with a position taken on a similar issue by its Council. If an item is not controversial like housing, then most cities will vote on the item, even if their full Councils have not considered the item.
ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
10 How to make LAC even better
The CASCC Executive Committee has continued to identify ways to improve LAC because of the value it provides to the cities. Here are some things we are already considering, and we welcome any suggestions you may have:
-Need staff support to be better prepared for LAC meetings. This work can be time consuming as it requires analyzing bills, researching the support and oppose positions and legislative history, and tracking the status of the Bill/Measure. To date, this work has fallen to the LAC Chair, CASCC Executive Director, and/or the Board President’s staff. If cities, like San Jose, are willing to share their legislative staff with the CASCC, at no cost, it is worth exploring, provided the work is objective and does not reflect the position of that city. -Continue to do a better job of including the minority voices in our advocacy and any unique impacts to smaller cities.
-Provide a LAC calendar at the beginning of the year that gives dates when LAC will be considering certain bills to give cities an opportunity to have their Councils take a position on the bill before it goes to LAC.
-Have cities suggest bills they want LAC to consider.
-Continue to have the Board members report back to their Councils and City Managers on the impactful and valuable work the CASCC is doing.
Question #3: How does the organiz ation work if/when not all cities join? If not all or enough members join, how does the association act as the app ointing body for various regional commissions.
Answer #3: The Agency will be formed once eight cities/towns approve the JPA (See JPA Article 8). The participating members would meet and operate as a JPA. Given Government Code provisions governing the CSC, all cities are permitted to participate in these Committee meetings and the appointment process even if they are not members of the JPA (See JPA Article 13). The JPA would continue to administer the CSC.
At the request of the City/Town Attorneys provisions were added to Article 8 that after one year of formation should membership fall to less than seven members for a period of one year that the Agency is required to release the CASCC name to a new JPA should one be formed. On a related note, the Executive Committee is not activated until there are nine members, and it will then consist of three members, in order to address any potential ties in voting. If the JPA ANSWERS TO CITY MANAGER’S QUESTIONS RE: CASCC JPA
August 7, 2023
11 has eleven or more members, the Executive Committee would then consist of five memb ers (See JPA Article 11). The CASCC intends to amend JPA Article 11 to capture this approach.
For cities that are part of the JPA, they would be able to participate in sessions with legislators and other councilmembers to benchmark and share ideas. They would also have the opportunity to vote and advocate on issues together with their fellow cities. During COVID, different groups were able to reach out to the Cities Association knowing they would be able to reach all 15 cities. Also, having a group with all 15 cities participating would complement the SCC City Managers and City Attorneys groups.
Question #4: Does the proposed power of the executive committee have the potential to allow the executive board to make decisions at the expense of some or all of the members?
Answer #4: The proposed JPA has been drafted to address concerns regarding the authority of the Executive Committee (formerly known as the “Executive Board”). Additional changes will be made to the JPA to clarify that the Executive Committee cannot make personnel decisions and that new powers can only be vested in the Executive Committee following a vote of the Board of Directors on the issue. The Executive Committee will not have the authority to make personnel decisions or decisions related to the contract for the Executive Director.
The JPA currently reads as follows: at Article 11: “The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget.
Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall provide notice to the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee.”
The reference to personnel action will be removed and the Executive Committee will be prohibited from taking any personnel actions.
Question #5 What is a situation wh ere the association would need to issue debt, pu rchase land, or hire or terminate multiple employees?
Answer#5: The provisions authorizing the JPA to issue debt or purchase land will be removed.
It is unknown whether the Agency would ever need to hire or terminate an employee, but those decisions would be made by the Board of Directors and memorialized in a budget adopted by the Board of Directors, not the Executive Committee. (See answer to PERSONNEL MANAGEMENT #1)
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1294 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Presentation of the Recommendations from the 2023 Charter Review Committee Related to the Positions of Chief of Police and City Clerk
COUNCIL PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
On June 6, 2023, the City Council approved the creation of a 7-member Charter Review Committee ("Committee") for the purposes of studying whether to propose amendments to the City Charter that would change the positions of Chief of Police and City Clerk from elected to appointed positions. The Council also directed that if the Committee recommended that the position(s) remain elected, the Committee should make a recommendation as to whether any changes are desired to the qualifications for the elected positions. Additionally, if the Committee recommended a change to appointed positions, the Council requested that the Committee provide a recommendation as to whether the positions should be appointed by the City Council or the City Manager. Lastly, the Council requested that the Committee conduct robust community engagement as part of their charge.
On July 18, 2023, the City Council appointed the members of the Committee and approved a budget amendment to provide funding in support the work of the Committee.
The Committee has selected the Chair of the Committee, Jeff Houston, to provide the Council with an overview of the Committee’s work effort, a summary of community input received and a set of recommendations for the Council’s consideration.
DISCUSSION
The Committee held a total of five meetings during the months of August 2023 through October 2023.
The meetings were held in a hybrid format with both City Hall Council Chambers and the Central Park library used to host the physical meetings.
The Committee was provided with historical information related to prior ballot measures, information related to the City Charter provisions of the two positions as well as responses to e-comments and questions received by staff from the public. In addition, the Committee heard presentations from the incumbent Santa Clara Chief of Police as well as the incumbent City Clerk to hear their perspectives related to the attributes and challenges associated with elected positions. Conversely, the Committee also heard from the Los Gatos Town Clerk and a Retired Chief of Police from the City of Mountain View who presented their perspectives on the attributes and challenges of an appointed City Clerk and Chief of Police.
City of Santa Clara Printed on 11/3/2023Page 1 of 4
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23-1294 Agenda Date: 11/7/2023
In accordance with City Council’s direction, the Committee utilized a variety of community engagement tools that included:
• Hybrid meetings to facilitate online participation
• Meetings both at City Hall and the Central Park Library to provide accessibility and live- streaming
• Expert presentations to allow for real-time question and answer engagement from the Committee as well as the community
• Dedicated webpage with relevant Committee-related resources was created to provide a one- stop resource for information
• Information about the Committee was shared across all City’s communications channels:
GovDelivery emails and social media platforms: X (Twitter), Instagram, Facebook, NextDoor. • A community survey utilizing the City’s Open City Hall online platform was open for a period of six weeks (September 7 through October 12, 2023).
• A decision-tree voting by written ballot to facilitate transparency in the Committee’s deliberations, as the Committee worked to develop preliminary and final Committee recommendations.
As a result of their deliberations, the Committee voted to recommend that the City Council place on the March 2024 ballot the following two charter amendments:
City Clerk: “Shall an amendment to the City Charter providing that the City Clerk position be appointed by the City Manager be adopted?”
Chief of Police: “Shall an amendment to the City Charter providing that the Chief of Police position be appointed by the City Manager be adopted?”
Following a concern expressed by Committee Member Davis regarding a desire to ensure a diverse pools of candidates, the Committee also discussed including in their final recommendations a request that the City Manager be encouraged to utilize recruitment strategies and hiring practices that would promote as diverse a pool of qualified candidates as possible if the charter amendments are ultimately approved by voters.
In making their recommendations, the majority of the Committee expressed their belief that appointed positions would enable the City to attract a larger pool of diverse, professional candidates that could be held accountable through regular performance reviews and in a timely fashion dictated by circumstances. Moreover, the prevailing sentiment was that appointed positions would isolate the positions from undue political influence.
The following chart provides a summary of the Committee’s final voting:
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23-1294 Agenda Date: 11/7/2023
At the meeting on November 7, Chair Houston will provide greater detail on the Committee’s work effort and the rationale for the Committee’s recommendations. All Committee members have been invited to attend the Council presentation and offered the opportunity to express their views on the process and the Committee’s recommendations.
Next Steps
With the presentation of the Committee’s final recommendations, the work of the 2023 Charter Review Committee will be complete. The next step is for the City Council to deliberate and determine whether to call for a special election on March 5, 2024 for voters to consider one or both of the ballot measures. Initial Council feedback on the Charter Review Committee’s recommendations and direction to staff can be provided at the November 7
th meeting. Additionally, in accordance with the
schedule presented to the City Council in the July 18, 2023 Report to Council (RTC 23-824), staff has planned to schedule final action on the potential ballot measures on November 14, 2023. This date or another date prior to December 5, 2023, will allow for the item to be heard at two separate regular Council meetings (if needed) prior to the Registrar of Voters deadline of December 8, 2023.
On October 26, 2023, the City Council took action to consider a written petition to re-schedule consideration of a special election to an alternate date. Council is scheduled to consider that item on November 7
th. As such, scheduling of the agenda item for a special election is pending Council action.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
FISCAL IMPACT
There is no fiscal impact other than staff time. In the event that the Council approves the recommendations of the Committee, The estimated cost for a special election that includes up to two measures is $362,000 in costs for the Registrar of Voters plus approximately $60,000-70,000 for city costs related to printing, translations, publication of notices and other related costs for a total of approximately $432,000. It should be noted that should the ballot measures be successful, this one- City of Santa Clara Printed on 11/3/2023Page 3 of 4
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Oct 17,
2023
16 votes: City Clerk position be
appointed
1 vote : City Clerk position remain
elected
7 votes: if appointed,, the
appoint ing autho riity should be
the City Manager
5 votes: Chief of Police position be
appointed
2 votes: Chief of Police position remain
elected
7 votes: if appointed, the appointing
author ity should be the City Manager
23-1294 Agenda Date: 11/7/2023
time cost would be offset by the on-going cost of future elections. Conversely, if the ballot measures fail, the cost for a special election would be on top of the costs scheduled to be incurred in November 2024 as both the incumbent positions of Chief of Police and City Clerk would be up for re-election at that time.
COORDINATION
This report has been coordinated with the City Manager’s office, the City Clerk’s office, and the City Attorney.
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] or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Staff does not have a position on the recommendations from the Charter Review Committee or the potential ballot measures.
Should the City Council find that the Charter Review Committee has completed its charge, the City Council should:
1. Accept the report of the Charter Review Committee; and
2. Provide initial feedback and direction to staff on the preparation of required ballot submission materials for the City Council to consider at a subsequent meeting on December 5th or a prior date.
Prepared by: Cynthia Bojorquez, Assistant City Manager
Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1358 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Discussion and Action on the Written Petition from Vice Mayor Park To Move the Topic(s) or date of the November 14, 2023 City Council Meeting to Another Date
COUNCIL PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
On October 19, 2023, Vice Mayor Park submitted the following written petition request, “Consideration to move the topic(s) or date of November 14, 2023 City Council meeting to another date. Two council members will be absent or remote for that meeting and the topic is important enough to warrant the full council consideration. Dates that councilmembers have already accepted include November 28, 2023, but any date that gives enough time to file a potential ballot measure with the County will suffice.” At its October 24, 2023 meeting, Vice Mayor Park specified that his request was limited to re- scheduling consideration of potential ballot measures from the regularly scheduled City Council meeting on November 14
th to a date that would allow for in-person participation from Councilmembers that will be out of town and are planning to attend the November 14th meeting remotely. Vice Mayor Park also stated that a rescheduled date for consideration of potential ballot measures should allow for the City to comply with required deadlines established by the Registrar of Voters for placing measures on the March 2024 ballot. Upon hearing Vice Mayor Park’s request, a majority of the City Council voted in support of adding consideration of Vice Mayor Park’s written petition on the November 7
th City Council agenda.
DISCUSSION
In June of this year, the City Council voted to establish a Charter Review Committee (“Committee”) for the purposes of studying whether the positions of City Clerk and Chief of Police should continue to be elected positions or whether charter amendments should be placed before the voters to change to the positions to be appointed positions. The Committee is scheduled to present its recommendations to the City Council on November 7
th. As noticed in the July 18th staff report
enclosed as Attachment 1, the schedule of the Committee called for the Council to take formal action on whether to call for a March 2024 special election at its regular meeting on November 14, 2023.
This date was selected to allow the Council potentially two regular meetings (November 14 and December 5) in which to consider the question of a special election prior to the December 8, 2023 deadline to submit the required resolution to the Registrar of Voters (ROV) calling for a special election.
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23-1358 Agenda Date: 11/7/2023
Should the City Council wish to proceed with deferring consideration of the special election question to a different date, the Council has the following two options:
1. Direct staff to defer the item to December 5, 2023 at a special meeting or the regularly scheduled meeting of the City Council on the same day; or
2. Direct staff to schedule a special City Council meeting for this item on a date prior to December 5; or
Considerations and Constraints
Option 1 would require that the City Council take action at one meeting. This may present challenges if the Council proposes significant changes to the proposed measures or desires additional information before taking action. This can potentially be alleviated if the City Council provided specific feedback/direction on the potential ballot measures when the Charter Review Committee presents their recommendations to the City Council on November 7 th. Please note that
there are several significant issues already scheduled to be heard at the 7pm regular meeting on December 5
th, including potential rate increases for electric services as well as the Downtown Precise Plan and Form Based Zoning Code. As such, should the Council elect Option 1, staff intends to re-schedule a joint dinner with the Library Board of Trustees that is planned to occur prior to the 7pm regular meeting on December 5
th. Consideration of the ballot items will likely occur at a 5pm special meeting on December 5th.
Option 2 would require availability of the City Council and staff on a date and time during the last week of November. Preliminary polling indicates that a quorum of the City Council may be available for a special meeting on Thursday, November 30, but this availability would need to be confirmed.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
FISCAL IMPACT
There is no fiscal impact other than staff time.
COORDINATION
This report has been coordinated with the City Manager’s office and the City Attorney.
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] or at the public information desk at any City of Santa Clara public library.
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23-1358 Agenda Date: 11/7/2023
RECOMMENDATION
Staff makes no recommendation on this item.
Reviewed by: Cynthia Bojorquez, Assistant City Manager
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Written Petition from Vice Mayor Park
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City Of r;r: ·;iF "; 7'•·· <'! COUNCIL ITEM REQUEST FORM Santa Clara
The Center ofWh at's Possible z o23 OCT 19 Pti 4: S5
The Council Item Request Form is for members of the City Council to submit written requests to the City Manager's Office for inclusion of an item on a future City Council meeting agenda. At the meeting where the initial written request is heard, discussion should be limited to whether the item should be added to an agenda and a date, not the merit of the item. A majority vote of the City Council is required for the item to be added to future Council meeting agenda for action.
CONTACT INFORMATION
Requesting Member of City Council _K_e_v_in_P_a_rk _________________ _ Contact E-mail kpark@santaclaraca .gov
Contact Phone 408-650-2186
-----------------------------
Tod a y' s Date October 19, 2023
WRITTEN REQUEST
I, Kevin Park , hereby request that the following item
be placed on the City of Santa Clara Council and Authorities Concurrent meeting agenda:
Consideration to move the topic(s) or date of November 14, 2023 City Council meeting to another date.
Two council members will be absent or remote for that meeting and the topic is important enough to warrant the full council consideration. Dates that councilmembers have already accepted include November 28, 2023, but any date that gives enough time to file a potential ballot measure with the County will suffice .
Reference: Council Policy 030 - Adding an Item on the Agenda Resolution No. 20-8895
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1370 Agenda Date: 11/7/2023
REPORT TO COUNCIL
SUBJECT
Action on a Council Written Request (Council Policy 030) Submitted by Councilmember Becker Requesting to Place an Agenda Item at a Future Council Meeting to Consider Releasing to the Public the Investigative Findings Prepared by the Van Dermyden Makus Law Firm Regarding a Complaint of Alleged Misconduct at the August 30, 2023 Closed Session Meeting
COUNCIL PILLAR
Enhance Community Engagement and Transparency
BACKGROUND
Council Policy 030 - Adding an Item on the Agenda (Attachment 1) sets forth the procedure for written petitions. Any member of the public or Council may submit a written request raising any issue or item within the subject matter jurisdiction of the Council. Per the policy, the written request will be submitted on the agenda, in the form substantially provided by the requestor, without any staff analysis, including fiscal review, legal review and policy review. If a simple majority of the City Council supports further study of the request, then a full staff analysis shall be prepared within thirty (30) days, unless otherwise directed by the City Council.
DISCUSSION
The City Clerk’s Office received a Council Written Request on November 1, 2023 by Councilmember Becker requesting to consider releasing to the public the Investigative Findings Prepared by the Van Dermyden Makus Law Firm regarding a complaint of alleged misconduct at the August 30, 2023 Closed Session of the City Council. (Attachment 2). Councilmember Becker’s 030 submittal to the City Clerk formalized a request that he originally made via email to the City Attorney back on August 31, 2023.
What had previously been released to the public with respect to this matter in response to various Public Records Act requests was the “Closure of Investigation” letters sent by the Sloan Sakai law firm to all involved parties dated December 9, 2022 (“Closure Letters”). This occurred in January of 2023. (Attachment 3 to this report is the closure letter that was sent to Councilmember Becker.) Councilmember Becker’s request now is for the release of the full Investigative Report upon which the findings in the Closure Letters are based. The full report was not released back in January 2023 based upon the City’s assertions that the report was exempt from disclosure as a personnel record (Government Code Section 7927.700), and that attorney-client and deliberative process privileges also applied (Government Code Section 7927.705, and Evidence Code Section 952).
FISCAL IMPACT
There is no fiscal impact associated with considering the request to be placed on a future agenda City of Santa Clara Printed on 11/3/2023Page 1 of 2
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23-1370 Agenda Date: 11/7/2023
except for staff time.
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 administrative activity that will not result in direct or indirect physical changes to the environment.
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 protected] <mailto:[email protected]> .
ALTERNATIVES
1. Set a future Council meeting date to take action on the Written Petition received.
2. Take no action.
RECOMMENDATION
Staff makes no recommendation.
Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Policy and Procedure 030 - Adding an Item on the Agenda
2. Council Written Request submitted by Councilmember Becker dated 11-1-2023
3. Closure of Investigation Letter from Sloan Sakai to Councilmember Becker dated December 9, 2023
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Resolution/Council Policy 030 Page 1 of 2
Rev: 7/27/2023
RESOLUTION NO. 23-9278
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,
AMENDING COUNCIL POLICY 030 ENTITLED “ADDING AN ITEM
ON THE AGENDA”
WHEREAS, amending the policy on adding an item on the agen da will establish a clear, effective and easily understood process for members of the City Council and the public to have items, within the jurisdiction of the City Council; WHEREAS, the amended “Adding an Item on the Agenda” policy updates the process for referral from the Members of the City Council and updates the procedure to include consultation with the City Manager and/or City Attorney as part of the procedures; and, WHEREAS, the amended policy also updates the process in which members of the public have options to include items for consideration to the City Council by participating in public presentations, by petition to individual City Councilmembers or by petition to the City Manager and City Departments for specific action; and
WHEREAS, the amended policy further clarifies the procedures to handle requests during City Council meetings where the request is heard and Council discussion is limited but actions may be made to the request; and
WHEREAS, the policy has been amended with the intention of streamlining the public meeting process while maintaining opportunities for both the public and the Council to request topics to be addressed by the City and the City Council at future meetings.
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. That Resolution No. 20-8895 adopting amended Council Policy 030 (“Adding an Item on the Agenda”), attached here as Attachment 1, is hereby repealed in its entirety. //
//
//
2. That Council Policy 030 entitled "Adding an Item on the Agenda," attached here as Attachment 2, is hereby approved and adopted.
3. Effective date . This resolution shall become effective immediately .
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA , AT A REGULAR MEETING THEREOF HELD ON THE 24TH DAY OF OCTOBER , 2023, BY THE FOLLOWING VOTE :
AYES : COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED : COUNCILORS :
Attachments incorporated by reference :
1. Resolution No. 20-8895
Chahal , Hardy, Jain, and Watanabe, and Mayor
Gillmor
Becker and Park
None
None
ATTEST : ~
NORA PIMENTEL , MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
2. Council Policy 030 entitled "Adding an Item on the Agenda" Resolution/Council Policy 030
Rev: 7/27/2023