Agenda packet — City Council and Authorities Concurrent, June 4, 2024 (part 8 of 10)

2.3.2. First Draft

2.3.2.1. Contractor shall submit the first draft of the redlined plan(s) to SVP via email. The redlined plan(s) shall include all updates to regulatory rules that would affect SVP's electrical safety programs.

2.3.2.2. Contractor shall submit the redlined plan(s) in Word format.

2.3.2.3. SVP will review the redlined plan(s) and provide feedback/comments to Contractor.

2.3.3. Final Draft

2.3.3.1. Contractor shall submit the final draft of the redlined plan(s), incorporating SVP's feedback and comments, to SVP via
email.

2.3.3.2. The plan(s) shall be submitted in Word and PDF formats.

2.3.3.3. SVP shall review and, if there are no issues, approve the final draft.

2.3.4. If Contractor reviews an electrical safety plan and determines that no updates are needed, Contractor shall provide a written statement to SVP verifying that no updates are required at the time of review.

3. ELECTRICAL SAFETY PLAN DEVELOPMENT SERVICES

3.1. Contractor shall develop electrical safety plans, as needed, to ensure compliance with current EPA, California OSHA, Federal OSHA, and other relevant regulatory agency requirements.

3.2. When new plans need to be developed, Contractor shall identify the minimum components required for each plan and include them in the developed plan(s).

3.3. SVP has identified the following plans for the Contractor to develop. This is not an exhaustive list; Contractor may be required to develop additional plans not identified below.

3.3.1. Electrical Safety

3.3.1.1. Battery Handling/Changing/Charging (need 1 plan);

3.3.1.2. Bucket (Aerial Lift Operations) (need 1 plan);

3.3.1.3. Qualified Electrical Worker (need 1 plan);

3.3.1.4. Voltage Regulation (need 1 plan);

3.3.1.5. Two-man rule for Electrical Workers (need 1 plan).

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 11 ends

3.4. Review and Approval Process

3.4.1. Contractor shall submit developed electrical safety plans for review and approval in accordance with the process below.

3.4.2. First Draft

3.4.2.1. Contractor shall submit a copy of the first draft of the developed plan(s) to SVP via email.

3.4.2.2. The draft plan(s) shall be in Word format.

3.4.2.3. SVP will review the draft plan(s} and provide
feedback/comments to Contractor.

3.4.3. Final Draft

3.4.3.1. Contractor shall submit the final draft of the developed plan(s}, incorporating SVP's feedback and comments, to SVP via email.

3.4.3.2. The plan(s} shall be submitted in Word and PDF formats.

3.4.3.3. SVP shall review and, if there are no issues, approve the final draft.

4. ELECTRICAL SAFETY TRAINING AND DRILL SERVICES

4.1. Contractor shall provide training to SVP staff on the electrical safety plans listed above.

4.2. Training shall include, but not be limited to, the following topics.

4.2.1. The electrical safety plans listed in Sections 2 and 3 above;

4.2.2. Transmission & Distribution training;

4.2.3. Supervisor Leadership Safety Skills;

4.2.4. 29 Code of Federal Regulations (CFR) OSHA 1910.269 and 29 CFR OSHA 1926 Subpart V;

4.2.5. Live line hot stick, rubber glove and bare-hand work methods, and training from voltages of 4 kV to 765 kV;

4.2.6. Overhead, Underground and Substation Equipotential Personal Protective Grounding; and

4.2. 7. Utility Safety.

4.3. Contractor shall be able to provide training in the following formats.

4.3.1. Onsite, instructor-led;

4.3.2. Remote, instructor-led; and

4.3.3. Computer-based (a-learning).

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 12 ends

4.4. Training Cycles

4.4.1. Trainings may be given on the following cycles.

4.4.1.1. Annually;

4.4.1.2. Bi-annually;

4.4.1.3. Every three years;

4.4.1.4. Every five years.

4.4.2. Trainings may also be given on an as-needed basis.

4.4.3. The cycles for each training shall be driven by the rules and requirements for the electrical safety plan.

4.4.4. Contractor shall track the training cycles using the compliance calendar.

4.5. Training Drills

4.5.1. Contractor shall also organize and conduct annual training drills, to include but not be limited to the following topics.

4.5.1.1. Enclosed space rescue;

4.5.1.2. Pole top and bucket truck rescue; and

4.5.1.3. Hazardous material spill.

4.6. Contractor shall provide refresher training courses, as requested.

5. AUDITS

5.1. Contractor shall conduct periodic electrical safety audits at the request of SVP.

5.2. Contractor shall conduct audits in accordance California OSHA, Federal OSHA and other applicable best practices standards.

5.3. The focus of the audits shall include, but not be limited to:

5.3.1. Utility programs; and

5.3.2. Utility facilities.

5.4. Contractor shall provide a report following each conducted audit that includes remedies to address any deficiencies discovered during the audit.

5.4.1. Contractor shall provide cost estimates of the suggested remedies.

5.4.2. Contractor shall provide audit report within sixty (60) days of conducting the audit.

Agrnement wnh ESCI, Inc.

Rev. 07-01-18

Page 13 ends

6. ELECTRICAL SAFETY COMPLIANCE PROGRAM

6.1. Contractor shall create a comprehensive electrical safety compliance program that can be easily accessed via a digital platform and/or hard copy.

6.2. Contractor shall incorporate SVP's electrical safety plans (both current and developed by Contractor) into the compliance program.

6.3. Additionally, the electrical safety compliance program shall include, but not be limited to, the following services.

6.3.1. Safety standards development;

6.3.2. Work methods development;

6.3.3. Substation maintenance management program development;

6.3.4. Expert witness services for litigation proceedings;

6.3.5. Development of test programs to qualify tools, equipment, and systems for utility applications;

6.3.6. On-site equipment safety inspections;

6.3.7. Consulting and testing services for tools and equipment meeting U.S. and international standards;

6.3.8. Consulting services to manufacturers and suppliers for equipment design and qualification for utility applications;

6.3.9. Forensic engineering of accidents for litigation preparation;

6.3.10. Code application and interpretation assistance;

6.3.11. Electric Field Induction and Magnetic Field Induction expertise;

6.3.12. FR Body Protection Policies and Support; and

6.3.13. Advanced Transformer Theory, Connections, and Troubleshooting.

7. PROJECT QUOTES AND AUTHORIZATION OF WORK

7.1. When electrical safety services are required by SVP, SVP will submit a request to Contractor.

7.2. Contractor shall submit a quote for the required services and receive approval pursuant to this section in advance of commencing work. 7 .3. Contractor's quote shall include the following details. 7 .3.1. The specific service( s) to be performed;

7.3.2. Location(s) where services will be performed;

7.3.3. The project schedule for review and approval by SVP; Agreement with ESCI, Inc.

R@v. 07-01-18

Page 14 ends

7 .3.4. Estimated cost for the requested services, including the following.

Items not specified are assumed to be included in the hourly rate. 7 .3.4.1. Labor costs;
7 .3.4.2. Materials;

7.3.4.3. Any additional costs such as taxes, fees and reimbursable expenses, where applicable; and

7.3.4.4. Total not to exceed price.
7 .3.5. The terms of this Agreement will prevail over any and all contractor terms and conditions including, but not limited to any terms listed on a quote.
7 .3.6. All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement.

7.3.7. Items not included in the quote are assumed to be included in the hourly rate.

7.4. SVP will review the submitted quote and, if there are no issues or concerns, approve the quote and provide written authorization (approval) for Contractor to begin work. Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer (e-mail is acceptable).

7.5. Changes
7 .5.1. Contractor shall notify SVP immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each work authorization.

7.5.2. Contractor shall submit to SVP an updated quote for review and approval from SVP in advance of performing the work. Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

7.6. SVP shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 15 ends

EXHIBITS

SCHEDULE OF FEES AND PAYMENT PROVISIONS

1. MAXIMUM COMPENSATION

1.1. The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall not exceed Five Hundred Thousand dollars ($500,000).

1.2. Pricing shall remain fixed for the first two (2) years of this Agreement.

2. ELECTRICAL SAFETY PLAN REVIEW, DEVELOPMENT AND AUDIT SERVICE RATES

2.1. Contractor shall perform the required electrical safety plan review, development, and audit services in accordance with the rates below.

2.1.1. On-site safety and work methods training, and field and facilities audits: $3,200 per day, per Contractor employee.

2.1.2. Additional safety and work methods training in the field: $2,400 per day, per Contractor employee

2.1.3. On-site written work methods and safety policy development, review, and revision consulting: $3,800 per day, per Contractor employee.

2.1.4. Remote written work methods and safety policy development, review, and revision consulting: $420 per hour, per Contractor employee.

2.1.5. Live-line hot stick and rubber glove training: $4,200 per day, per Contractor employee.

2.2. Contractor may request adjustments to the compensation rates beginning in year 3 of this Agreement and including option periods.

2.2.1. Contractor shall notify City ninety (90) days in advance of any proposed rate increase.

2.2.2. The Contractor must demonstrate to the satisfaction of the City that a price increase is warranted.

2.2.3. City approval or denial of the requested rate adjustment will be provided in writing (e-mail acceptable).

2.2.4. Rate adjustments may be requested no more than once per calendar year.

2.2.5. Any approved rate adjustment shall not exceed 4%.

3. REIMBURSABLE EXPENSES

3.1. Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions.

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 16 ends

3.2. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services and that such expenses aren't included in fixed or hourly rates.

3.3. The following expenses shall be reimbursable by City.

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

3.3.1.1. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services
Administration (GSA).
https://www.gsa.gov/travel-resources

3.3.1.2. City shall not reimburse local travel (within Santa Clara County).

3.3.2. The rental of any specialized equipment to the extent City has preapproved, in writing, the cost of such rental.

3.3.3. The cost of mailing, shipping and/or delivery of any documents or materials on behalf of City.

3.3.4. Any other expenses expressly identified as being reimbursable.

3.4. Except as specified above, City will reimburse these expenses at actual cost only.

3.5. An estimate of reimbursable expenses shall be included in each quote.

4. INVOICING

4.1. Contractor shall submit an invoice to City monthly, pursuant to this Agreement.

4.2. Each invoice shall include the tasks performed and the costs for each task with sufficient information for the City to verity that services were provided at the rates specified in this Agreement.

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

5. PAYMENT TO CONTRACTOR

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

5.2. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 17 ends

EXHIBITC

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

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

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

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

Agreement with ESCI, Inc.

Rev. 07-01-18

Page 18 ends

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000} each employee Bodily Injury by disease.

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000} per claim or two million dollars ($2,000,000} aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO} ~ndorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects lo, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with ESCI, Inc.

Rev. 07-01-18

Page 19 ends

insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL);

4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

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

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

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

Agreement with ESCI, Inc.

Rev. 07-01-18
Page20

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

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

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

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

Upon City's request, Contractor shall submit to City copies of the actual Agreement w~h ESGI, Inc.

Rev. 07-01-18

Page 21 ends

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

EBIXlnc.

City of Santa Clara Electric Department
P.O.Box100085-S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 EbixWay
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with ESCI, Inc.

Rev. 07-01-18 Page22
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-355 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 1 to the Agreement with TruePoint Solutions, LLC for Professional Services to Support the Accela Civic Platform and Approve the Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services

BACKGROUND
In 2018, the City of Santa Clara (City) procured the Accela Civic Platform to manage and modernize its permitting, code enforcement, and inspection activities. That same year, the City Council approved an agreement with TruePoint Solutions, LLC (TruePoint) to configure and implement the Accela Civic Platform (2018 Agreement) under Report to Council (RTC) # 18-115. The 2018 Agreement resulted from a competitive Request for Proposals (RFP) process conducted in May 2017.

In August 2021, the Accela system went live, and online permitting services became available to customers. The permitting system is also currently used by staff for review and interdepartmental coordination in Community Development, Finance, Water and Sewer, Police, Fire, Public Works, Parks and Recreation, and Silicon Valley Power.

On May 24, 2022, the City Council authorized the City Manager to enter into a new two-year agreement (2022 Agreement) with TruePoint to provide ongoing technical consulting services to maintain, refine, and buildout the Accela system under RTC # 22-568. The term of the 2022 Agreement is two years from July 1, 2022 to June 30, 2024.

DISCUSSION
As outlined in RTC # 22-568, staff committed to evaluating options and deciding whether to renew the terms with TruePoint or to conduct a competitive process. After thorough consideration, staff have determined that renewing the terms with TruePoint is the best approach to meet the City’s ongoing needs for technical services, support, and continued efforts to improve efficiencies and services for customers. TruePoint has a unique understanding and specialized knowledge of the City’s requirements as the original systems integrator for the Accela Civic Platform.

Staff is requesting authorization to execute Amendment No. 1 to the 2022 Agreement with TruePoint.

This amendment will extend the term by three years, through June 30, 2027, and increase the maximum compensation by $1,359,094. Under the original 2022 Agreement, each City department was allocated a specific amount, with a total maximum compensation of $1,086,000. With Amendment No. 1, the total maximum compensation will be increased to $2,445,094 to cover anticipated services over the next three years, with increases to the Community Development Department (CDD) and Fire Department as shown in the table below.

City of Santa Clara Page 1 of 5 Printed on 5/31/2024
powered by Legistar™
24-355 Agenda Date: 6/4/2024
Table 1
Department Current
Allocation
Increase Revised Allocation
Community Development $330,000 $1,150,094 $1,480,094
Fire Department $156,000 $209,000 $365,000
Police Department $100,000 $0 $100,000
Finance $100,000 $0 $100,000
Water & Sewer Utilities $100,000 $0 $100,000
Public Works $100,000 $0 $100,000
Parks and Recreation $100,000 $0 $100,000
Silicon Valley Power $100,000 $0 $100,000
Total $1,086,000 $1,359,094 $2,445,0941
1 The Allocated Amount is for the City’s internal budgeting purposes only. City departments that will exceed their Allocated Amount must obtain approval from the City’s Contract Administrator.

Services to upgrade, update, or enhance the system, such as creating new workflows, updating record configurations, and customizing automations, will be issued via individual task orders with payments tied to specific deliverables. During the term, individual task orders (included in the Agreement as Exhibit D) will be issued for projects as they are identified, scoped, and funding is secured by each department. Based on historical and projected service needs, an increase of $1,150,094 (from $330,000 to $1,480,094) is requested to fund potential projects in CDD over the next three years. This includes an increase in ad-hoc service hours described below. An increase of $209,000 (from $156,000 to $365,000) to the maximum compensation for Fire Department-related projects is also recommended. This increase will allow for the final migration components of the Fire Department’s inspection and permitting database to the Accela platform.

Currently, TruePoint is authorized to provide up to 10 hours per week of ad-hoc services without prior approval from staff. Amendment No. 1 will increase this to 30 hours per week to address the backlog of requests and new work identified internally. To facilitate better coordination and communication, both internally and with TruePoint, the Information Technology Department (ITD) created a task-issue -risk log to track and manage work. Since its creation in 2021, 358 items have been added to the log, with 87 items still outstanding. Of these, three items are considered critical, 28 are high priority, 37 are normal, and 19 low priority. The increase in TruePoint Solutions’ ad-hoc services hours will support the City’s efforts to automate and streamline permitting processes, while addressing the outstanding items in the log.

TruePoint’s hourly rates represent a 10% increase and are aligned with their published rates on the General Services Administration (GSA) and the California Multiple Award Schedules (CMAS) contracts. This pricing is considered fair and reasonable, as it is consistent with the rates charged to other public agencies.

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 City of Santa Clara Page 2 of 5 Printed on 5/31/2024
powered by Legistar™
24-355 Agenda Date: 6/4/2024
potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
Amendment No. 1 will increase the maximum compensation by $1,359,094 for a revised maximum compensation amount of $2,445,094. The maximum compensation would be increased for the Community Development Department ($1,150,094) and the Fire Department ($209,000), with no adjustments necessary for the other departments. The budget amendments are detailed below.

To account for the increase in CDD, an amendment to the Permit Information Systems Project of $1,150,094 is recommended, funded by a transfer from the General Fund’s Technology Fee Reserve and from the Building Development Services Fund. The funding split between the two sources reflects the amount of ad-hoc services that benefits the departments, overall, and CDD, specifically.

To account for the anticipated work to be completed for the Fire Department, an amendment to the Fire Department Accela Implementation Project of $200,000 is recommended, funded by a transfer from the General Fund’s Technology Fee Reserve.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
General Fund
Expenditure
Transfer to the Fire Department Capital
Fund
$427,374 $200,000 $627,374
Transfer to the General Government
Capital Fund
$1,701,210 $270,000 $1,971,210
Fund Balance
Technology Fee Reserve Ending Fund
Balance
$2,581,145 ($470,000) $2,111,145
Building Development Services Fund
Expenditure
Transfer to the General Government
Capital Fund
$1,737 $880,094 $881,831
Fund Balance
Unrestricted Ending Fund Balance $32,680,716 ($880,094) $31,800,622 Fire Department Capital Fund
Revenue
Transfer from the General Fund $427,374 $200,000 $627,374 Expenditure
Fire Department Accela Implementation
Project
$44,258 $200,000 $244,258
General Government Capital Fund
Revenue
Transfer from the General Fund $1,701,210 $270,000 $1,971,210 City of Santa Clara Page 3 of 5 Printed on 5/31/2024
powered by Legistar™
24-355 Agenda Date: 6/4/2024
Fire Department Capital Fund
Revenue
Transfer from the General Fund $427,374 $200,000 $627,374 Expenditure
Fire Department Accela Implementation
Project
$44,258 $200,000 $244,258
General Government Capital Fund
Revenue
Transfer from the General Fund $1,701,210 $270,000 $1,971,210 Transfer from the Building
Development Services Fund
$1,737 $880,094 $881,831
Expenditure
Permit Information Systems Project $78,489 $1,150,094 $1,228,583

COORDINATION
The Community Development Department coordinated this report with the Information Technology Department, Finance Department, Fire Department, Public Works Department, Parks & Recreation Department, Police Department, Water & Sewer Department, Silicon Valley Power, and the City Attorney’s Office.

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute Amendment No. 1 to the Agreement with TruePoint Solutions, LLC for software support services for the Accela Civic Platform permitting system to extend the term by three years through June 30, 2027 and increase the maximum compensation by $1,359,094 for a revised maximum compensation amount of $2,445,094, subject to the appropriation of funds and approval as to form by the City Attorney;

2. Authorize the City Manager to execute future amendments to add and/or delete services and extend the agreement through June 30, 2029, subject to the maximum compensation limit and approval as to form by the City Attorney; and

3. Approve the following FY 2023/24 budget amendments:
a. In the General Fund, increase the transfer to the Fire Department Capital Fund in the amount of $200,000, increase the transfer to the General Government Capital Fund in the amount of $270,000 and decrease the Technology Fee Reserve in the amount of $470,000 (five affirmative Council votes required for the use of unused balances); b. In the Building Development Services Fund, increase the transfer to the General Government Capital Fund in the amount of $880,094 and decrease the unrestricted ending City of Santa Clara Page 4 of 5 Printed on 5/31/2024
powered by Legistar™
24-355 Agenda Date: 6/4/2024
fund balance in the amount of $880,094 (five affirmative Council votes required for the use of unused balances);
c. In the Fire Department Capital Fund, increase the transfer from the General Fund in the amount of $200,000 and increase the Fire Department Accela Implementation Project in the amount of $200,000 (five affirmative Council votes required to appropriate additional revenue); and
d. In the General Government Capital Fund, increase the transfer from the General Fund in the amount of $270,000, increase the transfer from the Building Development Services Fund in the amount of $880,094, and increase the Permit Information Systems Project in the amount of $1,150,094 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by:
· Reena Brilliot, Acting Director, Community Development Department · Gaurav Garg, Director/CIO, Information Technology Department · Jeremy Ray, Acting Chief, Fire Department
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 to TruePoint Agreement

2. TruePoint Solutions Agreement (2022)

3. TruePoint Solutions Agreement (2018)

4. TruePoint General Services Administration Rates
City of Santa Clara Page 5 of 5 Printed on 5/31/2024
powered by Legistar™
Amendment No. 1 to Agreement/TruePoint Page 1 of 6
Rev. 10/25/19
EBIX Insurance No. S200003778
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS LLC

PREAMBLE
This amendment (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TruePoint Solutions LLC, a California limited liability company (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara and TruePoint Solutions LLC,”, dated July 1, 2022 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide implementation and technical support services for Accela Permit and Land Development software system, and the Parties now wish to amend the Agreement to extend the termination date and increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Term of Agreement’” is hereby amended in its entirety to read as follows:
“A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2022 and terminate on June 30, 2027.”
b. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two (2) additional years through June 30, 2029 (“Option Periods”) in such increments as determined by City. Such extensions of term shall be authorized through an Amendment to this Agreement executed by Amendment No. 1 to Agreement/TruePoint Page 2 of 6
Rev. 10/25/19
the Parties. The Initial Term and Option Periods shall collectively be referred to as “Term”.”

2. Exhibit A of the Agreement, entitled “Scope of Services,” is hereby amended in its entirety by replacing it with the attached Exhibit A (First Revised), which is hereby incorporated in the Agreement.

3. Exhibit B of the Agreement, entitled “Schedule of Fees,” is hereby amended in its entirety by replacing it with the attached Exhibit B (First Revised), which is hereby incorporated in the Agreement.

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

TRUEPOINT SOLUTIONS LLC
a California limited liability company
Dated:

By (Signature):

Name: Kent Johnson
Title: Chief Executive Officer
Principal Place of
Business Address:
3262 Penryn Road, Suite 100-B
Loomis, CA 95650
Email Address: [email protected]
Telephone: (916) 259-1293 ext 202
Amendment No. 1 to Agreement/TruePoint Page 3 of 6
Rev. 10/25/19
Fax: (916) 256-1975
“CONTRACTOR”
Amendment No. 1 to Agreement/TruePoint Page 4 of 6
Rev. 10/25/19

EXHIBIT A (FIRST REVISED)

SCOPE OF SERVICES

1. INTRODUCTION
Under this agreement, Contractor shall provide professional services as required by the City to support the Accela Civic Platform Permitting System.

2. CONTRACT ADMINISTRATOR
Contractor will be managed by a member of the Community Development Department staff, serving in the capacity of a Contract Administrator. The Contract Administrator will be the primary point of contact for communication between the City and Contractor.

3. AD-HOC SERVICES

3.1. Contractor shall respond to request from City staff for certain ad hoc services.

Ad hoc services are services for general tasks which there are not any specifications or deliverables specified for such services. Ad hoc services are minor fixes or updates to the System to resolve system/business process issues.

3.2. Ad hoc services shall be considered accepted as they are performed.

3.3. Contractor is authorized to provide up to thirty (30) hours of ad hoc services per week without prior approval. Contractor shall immediately notify the Contract Administrator and obtain written approval if the hours will be exceeded.

4. TASK ORDERS

4.1. For services where there are specifications or deliverables, Contractor shall provide such services pursuant to individual task orders (“Task Orders”). Each Task Order shall be substantially in the form specified in Exhibit D. Subject to the terms and conditions of this Agreement, the parties will negotiate the specific requirements of each Task Order.

4.2. The City will not compensate Contractor for any work until the City has executed the Task Order for such work (“Approved Task Order”).

4.3. The Task Order must be approved by Contractor, the Contract Administrator, the City’s Project Manager, and the Department Director.

Amendment No. 1 to Agreement/TruePoint Page 5 of 6
Rev. 10/25/19

EXHIBIT B (FIRST REVISED)

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under this Agreement shall not exceed Two Million Four Hundred Forty-Five Thousand Ninety-Four Dollars ($2,445,094) during the term of the Agreement. Any additional professional fees, costs and expenses requested by the City that would exceed the preceding amount will require an Amendment to this Agreement.

City Department Note Allocated Amount3
Community Development See notes 1 and 2 $1,480,094
Fire Department See note 2 $365,000
Police Department See note 2 $100,000
Finance See note 2 $100,000
Water & Sewer Utilities See note 2 $100,000
Public Works See note 2 $100,000
Parks and Recreation See note 2 $100,000
Silicon Valley Power See note 2 $100,000
Total $2,445,094
Notes:

1. Ad-hoc services (as described in Section 3 of Exhibit A) will be funded by the Community Development Department.

2. Task orders (as described in Section 4 of Exhibit A) will be issued for projects as they are identified, scoped, and funded by each department.

3. The Allocated Amount is for the City’s internal budgeting purposes only. City departments that will exceed their Allocated Amount must obtain approval from the City’s Contract Administrator.

2. PROFESSIONAL SERVICES FEES

2.1. Contractor shall provide the services as described in Exhibit A on a time and material basis at the following rates:

Staff Hourly Rate
Effective from July 1,
2022 to June 30,
2024
Hourly Rate
Effective from July
1, 2024 to June 30,
2027
Project Manager $157.93 $173.73
Trainer $157.93 $173.73
Web Consultant $157.93 $173.73
Business Analyst $143.58 $157.93
Technical Consultant $134.01 $147.42
Amendment No. 1 to Agreement/TruePoint Page 6 of 6
Rev. 10/25/19
Report Development
Consultant
$134.01 $147.42

2.2. Contractor shall work the hours required and authorized by the City.

Contractor will not be entitled to receive any compensation for work not authorized by the City.

2.3. Contractor shall not be reimbursed by City for expenses and shall not be paid for travel time.

2.4. After June 30, 2027, rates may be negotiated no more than once annually.

Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement.

3. INVOICING

3.1. For task orders, Contractor will base its invoice on the payment schedule set forth in the Approved Task Order.

3.2. For ad-hoc services, Contractor will base its invoice on the hours and professional fees associated with the services completed during the invoice period.

3.3. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

EBIX Insurance No. S200003778

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND

T RUEPOINT SOLUTIONS, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TruePointSolutions, LLC, a California limited liability company (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to th is Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Scope of Services
ExhibitB-Schedule of Fees
ExhibitC - Insurance Requirements
Exhibit D - Sample Task Order Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with TruePoint Solutions
Rev. 07-01-18

Page 1 of 17 ends

whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Un less otherwise set forth in th is Agreement or unless th is paragraph is subsequently modified by a written amendmentto th is Agreement, the term of this Agreement shall begin on July 1, 2022 and terminate on June 30, 2024.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in ExhibitAwithin the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions u pan which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Con tractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistentwith the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit 8, entitled "SCHEDULE OF FEES." The maximum compensation of th is Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which in eludes all payments th at may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not Agreement with TruePoint Solutions
Rev. 07-01-18

Page 2 of 17 ends

be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the rightto terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations underthis Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

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

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action underthis Agreement for any cause whatsoever.

10. · INDEPENDENT CONTRACTOR
Contractor and all person (s) employed by or contracted with Contractor to furnish labor and/or materials u nderth is Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services underthis Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with TruePoint Solutions
Rev. 07-01-18

Page 3 of 17 ends

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

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under th is Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in anyway or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right du ring the term of th is Agreement and for four (4) years from the date of final payment for goods or services provided underthis Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation underthis Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whethersounding in law, contract, tort, or equity, in any manner Agreement with TruePoint Solutions
Rev. 07-01-18

Page 4 of 17 ends

arising from, or alleged to arise in whole or in part from, or in anyway connected with the Services performed by Contractor pursuantto this Agreement- including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen th rough the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in fu II City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, con tractors, subcontractors or other agents of Con tractor, again st City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the mannerof relief sought.

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

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurancepoliciesassetforth in ExhibitC.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance underthis Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required underthis Agreement shall be constructed to operate as a waiver of any rights underthisAgreement or of any cause of action arising out of the performance of this Agreement.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 5 of 17 ends

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

City of Santa Clara
Attention: Community Development Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

TruePointSolutions LLC
3262 Penryn Road, Suite 100-B
Loomis, CA 95650
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter2.130), Lobbying (SCCC Chapter2.155), Minimum Wage (SCCC Chapter3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/h ome/sh owdocu men t?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with TruePoint Solutions
Rev. 07-01-18

Page 6 of 17 ends

following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, nation al origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services underthis Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

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

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

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 7 of 17 ends

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same in stru men t.

The Parties acknowledge and accept the terms and conditions of this Agreement as · evidenced by the following signatures oftheirduly authorized representatives.

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved :t:uJ~
0~ City Attorne\,
City of Santa Clara
"Cl1Y"
Rajeev Batra, · Man ger
City of Santa Clara
1500 Warburton Avenue Santa
Clara, CA 95050 Telephone: (408)
615-2210 Fax: (408) 241-6771

TRUEPOINT SOLUTIONS LLC
a California limited liability company
Dated : April 26, 2022 ----'---~-------------
By (Signature): ...... ,&a-l-"-Lf.i=.._,_,.__,._(]_'A"'"'/4 .... '4 .... '4....,'A: .... n,,~-------- Name: _K_e_n_t_J_o~ht¢..,,._1o_n ____________ _
Title: Chief Executive Officer ------------------ Pr inc i pa I Place of 3262 Penryn Road, Suite 100-B Busine.ssAddress: Loomis, CA 95650 ---'---------------- Em a i I Address: _k...._jo_h_n_s_o_n_,@"""--tr_u e_,p'-o_in_t_s_ol_u_ti_on_s_._co_m _____ _ Telephone: (916) 259-1293 ext 202 --'--'---------------- Fax: _(.__9_16_,_)_2_56_-_19_7_5 _________ _
Agreement with TruePoint Solutions
Rev. 07-01-18
"CONTRACTOR"

Page 8 of 17 ends

1. INTRODUCTION

EXHIBIT A

SCOPE OF SERVICES
Under th is agreement, Contractor shall provide professional services as required by the City to support the Accela Permitting System.

2. CONTRACT ADMINISTRATOR
Contractor will be managed by a member of the Community Development Department staff, serving in the capacity of a Contract Administrator. The ContractAdministratorwill be the primary point of contact for communication between the City and Contractor.

3. AD-HOC SERVICES

3.1. Contractor shall respond to request from City staff for certain ad hoc services.

Ad hoc services are services for gen era I tasks which th ere are not any specifications or deliverables specified for such services. Ad hoc services are minorfixes or updates to the System to resolve system/business process issues.

3.2. Ad hoc services shall be considered accepted as they are performed.

3.3. Contractor is authorized to provide upto ten (10) hours of ad hoc services per week without prior approval. Contractor shall immediately notify the Contract Administrator and obtain written approval if the hours will be exceeded.

4. TASK ORDERS

4.1. For services where there are specifications or deliverables, Contractor shall provide such services pursuantto individual task orders ("Task Orders"). Each Task Order shall be substantially in the form specified in Exhibit D. Subject to the terms and conditions of th is Agreement, the parties will negotiate the specific requirements of each Task Order.

4.2. The City will not compensate Contractor for any work until the City has executed the Task Order for such work ("Approved Task Order'').

4.3. The Task Order must be approved by Contractor, the Contract Administrator, the City's Project Manager, and the Department Director.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 9 of 17 ends

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under th is Agreement shall not exceed the amounts set forth in the table below for each City Department. Any additional professional fees, costs and expenses requested by the City that would exceed the amounts below will require an Amendmentto this Agreement.

City Department Note Maximum Compensation
Community Development See notes 1 and 2 $330,000
Fire Department See note 2 $156,000
Police Department See note 2 $100,000
Finance See note 2 $100,000
Water & Sewer Utilities See note 2 $100,000
Public Works See note 2 $100,000
Parks and Recreation See note 2 $100,000
Silicon Valley Power See note 2 $100,000
Notes:

1. Ad-hoc services (as described in Section 3 of Exhibit A) will be funded by the Community Development Department.

2. Task orders (as described in Section 4 of Exhibit A) will be issued for projects as they are identified, scoped, and funded by each department.

2. PROFESSIONAL SERVICES FEES

2.1. Contractor shall provide the services as described in ExhibitA on a time and material basis at the following rates:

Staff
Project Manager
Trainer
Web Consultant
Business Analyst
Technical Consultant
Report Development Consultant
Hourly Rate
$157.93
$157.93
$157.93
$143.58
$134.01
$134.01

2.2. Contractor shall work the hours required and authorized by the City.

Contractor will not be entitled to receive any compensation for work not authorized by the City.

2.3. Contractor shall not be reimbursed by City for expenses and shall not be paid for travel time.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 10 of 17 ends

3. INVOICING

3.1. For task orders, Contractor will base its invoice on the payment schedule set forth in the Approved Task Order.

3.2. For ad-hoc services, Contractor will base its invoice on the hours and professional fees associated with the services completed during the invoice period.

3.3. City will pay Contractor with in thirty (30) days of City's receipt of an approved invoice.

Agreement with TruePoint Solutions
Rev. 07-01-18
Page11of17

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 12 of 17 ends

C. WORKERS' COMPENSATION

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

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

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such Agreement with TruePoint Solutions
Rev. 07-01-18

Page 13 of 17 ends

modification or cancellation. In the event of non-renewal, written notice shall be given at least ten ( 10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

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

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

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

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

Page 14 of 17 ends

required insurance policies for City's approval as to adequacy of the insurance protection.

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

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected].

Or by mail to:

EBIX Inc.

City of Santa Clara- Community Development Department
P.O. Box 100085 -S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 15 of 17 ends

EXHIBIT D

SAMPLE TASK ORDER FORM
This Task Order is issued by the City of Santa Clara to the contractor listed below. This Task Order shall constitute a binding legal contract between the City and Contractor pursuant to the terms of the Agreement referenced below. In the event of any inconsistency between this Task Order and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
Task Order No.:

Contract No.

Contractor Name/Address:

Master Agreement Name:

Expiration Date of Agreement:

Contractor's Project Manager:

City's Project Manager
Period of Performance for this
Task Order:

Maximum Task Order Compensation:

Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Name [Print]:

Signature:

City's Project Manager Name [Print]:

Signature:

City's Department Director Name [Print]:

Signature:

City's Contract Administrator Name [Print]:

Signature:

Agreement with TruePoint Solutions
Rev. 07-01-18
D Original
D First Revised
D Second Revised
D Other
Name: Email:

Name: Email:

Start Date: Expected Completion Date:

Date:

Page 16 of 17 ends

PART B: SERVICES TO BE PERFORMED FOR TASK ORDER

1. REVISED TASK ORDER
□ No
D If yes, provide a brief description of the change(s).

2. SCOPE OF WORK TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the Terms and Conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.)

3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of: ----------- c. Payment Schedule: D Monthly D Completion of Deliverable/Milestone □ Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file.

Agreement with TruePoint Solutions
Rev. 07-01-18

Page 17 of 17 ends

ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 212/2022
_______, TRUEPOl-01 LSTEVENS
THIS CERTIFICATE JS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER License# 0603247 ~2ijl~CT
George Petersen Insurance Agency, Inc. rtg,NJ:o, Ext): (530) 823•3733 I rt~. No):(530) 823-3640 PO Box 6675 Auburn, CA 95604 !~lJh~, [email protected]
INSURER/SI AFFORDING COVERAGE NAIC#
INsURER A: Sentinel Insurance Comoanv Ltd 11000
INSURED INsURER s: Houston Casualtv Comoanv 42374
TruePoint Solutions LLC INSURERC:
3262 Penryn Rd, Ste. 100-B INSURER D:

Loomis, CA 95650
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 1

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

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

INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS ITR INSD wvo IMMIDO/YYYV\ IMMIDD/YYYV\ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f--- ~ CLAIMS-MADE [!] OCCUR X X 57-SBA-AX4262 2/1/2022 2/1/2023 DAMAGE TO RENTED $ 1,000,000 PREMISES /Ea occurrence'
MED EXP IAnv one nerson\ $ 10,000 >--
1,000,000 PERSONAL & ADV INJURY $ f---
2,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY [!] ~m □ LOC PRODUCTS - COMP/OP AGG $ 2,000,000
OTHER: $
A AUTOMOBILE LIABILITY ~~~~l~~~n51NGLE LIMIT $ 1,000,000 >-- ANY AUTO X 57-SBA-AX4262 2/1/2022 2/1/2023 BODILY INJURY !Per person) $ -- OWNED - SCHEDULED AUTOS ONLY AUTOS BODILY INJURY !Per accident\ $
X HIRED AUTOS ONLY X NON-OWNED AUTOS ONLY h>~9~t~d~l?AMAGE $ $
A X UMBRELLA LIAB NOCCUR EACH OCCURRENCE $ 2,000,000
EXCESS LIAB CLAIMS-MADE 57-SBA-AX4262 2/1/2022 2/1/2023 AGGREGATE $ 2,000,000 OED I X I RETENTION s 10,000 $
WORKERS COMPENSATION I ~~~TUT!= I I OTHAND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ ~FFICER/MEMBER EXCLUDED? Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT ~ B Cyber Liability H21NGP207164-00 4/4/2021 4/4/2022 Claims Made 3,000,000 A Errors & Omissions 57-SBA-AX4262 2/1/2022 2/1/2023 1M Each Glitch/AGG 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES tCORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Work performed by the Named Insured on ehalf of the Certificate Holder The City of Santa Clara, It's City Council, commissions, officers, employees, agents and volunteers are hereby included as Additional Insured in respect to General Liability arising out of consultants work for the City per SS 41 70 06.11 & IH 12 00 11 85 T 012. Completed Operations applies per SS 41 7112 19 & IH 12 00 11 85 T 012. Coverage is Primary and Noncontributory per SS 00 08 04 05. Waiver of Subrogation applies per SS 1215 03 00. Auto Additional Insured applies per SS 04 38 09 09. Cancellation Provisions apply per SS 12 23 0611. Umbrella lo follow form. All forms and/or endorsements are attached.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Clara THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o Insurance Data Services • Insurance Compliance
ACCORDANCE WITH THE POLICY PROVISIONS.

P.O. Box 100085 • S2
Duluth, GA 30096 AUTHORIZED REPRESENTATIVE
@.@-- I
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION, All rights reserved.

The ACORD name and logo are registered marks of ACORD
18-115

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 8/21/2018
Action on Agreement with TruePoint Solutions, LLC for a Citywide Permit System Upgrade Software Implementation

BACKGROUND
The City's permit system allows permit activities and their processes to be managed and accessed by City staff and the general public. This system is necessary to facilitate the daily operations of City departments and is a key tool to support public access to City processes as well as to support economic development efforts citywide.

The City has been using the Accela "Tidemark" permit system since the 1990s to track land use entitlement activity such as Building and Planning permits. The last update of this software was implemented in the year 2000.

DISCUSSION
An upgrade of the City's permit system software is necessary to modernize the system for purposes of functionality and to meet the public's expectations. As the software is now many years out-of-date, it lacks modern functionality, does not meet security standards, is incompatible with newer versions of the Windows operating system, and does not facilitate public access. To address these issues, staff has proposed an upgrade to the new Accela product "Accela Civic Platform - Land Management." The upgrade will provide support a more efficient City permit review process, enhanced record keeping, easier access to documents, and online access for community members.

The proposed upgrade also includes ongoing cloud-based software, hosting, security, and related services.

Because the upgrade process requires customization of the software to implement the City's business practices, staff will comprehensively review permit procedures across multiple departments and utilize this opportunity to redesign those procedures to improve customer interaction, staff efficiency and overall service delivery.

Staff is proposing that the upgrade be implemented through a software subscription agreement with Accela and a separate implementation services agreement with a third party consultant. Because the upgrade from Accela Tidemark to Accela Civic Platform is complex and requires dedicated management, it is common practice for cities to contract with a third party consultant firm to manage and assist with the software upgrade. The consultant team will include a project manager and additional staff who have experience specifically with configuration of the software, improving and documenting city permit process workflow, design of reports, migration of data from Tidemark, integration of the new permit system with other City systems, staff training on the upgraded system, and implementation of additional features.

City of Santa Clara Page 1 of 3 Printed on 8/17/201 8
powered by Legistarn1
18-115 Agenda Date: 8/21/2018
In May 2017, the City issued a Request for Qualifications (RFQ) for a consultant to provide implementation services for Accela Civic Platform. The City notified six local qualified technology firms about the RFQ. The RFQ was also posted on the City's website. One firm, TruePoint Solutions, LLC, responded to the RFQ and made presentations to an evaluation panel composed of staff from Community Development, Information Technology, Public Works, Fire, Water and Sewer Utilities, Electric Utility, and Finance Departments. TruePoint Solutions, LLC has a successful track record configuring and installing the system in many municipalities in the Bay Area. Consistent with the feedback from other municipalities, TruePoint demonstrated detailed knowledge of Accela's Tidemark and Civic Platform software, building permit and development-related business processes, and has highly professional implementation staff that makes the right suggestions to help solve problems. The experience that TruePoint Solutions brings will reduce risk by implementing best practices that they have utilized in other municipalities.

The proposed Agreement with TruePoint Solutions, LLC will provide the implementation services to upgrade the existing permit system to a cloud-based software. With heavy reliance on the permit system, it is important to have a comprehensive upgrade of the permit application infrastructure that streamlines permit processes, improves communication and customer service, enhances transparency, increases security, and offers an enterprise platform that supports economic development efforts citywide. A software subscription agreement with Accela, Inc. will be considered by the City Council as a separate agenda item.

While staffs goal is to complete the implementation and migration in 2019, the term of the Agreement will last until 2020 to provide further integration with other systems in the City. TruePoint Solutions, LLC will provide the City with implementation services to upgrade the City's outdated permit system with one that is stable and provides modern functionality and enhanced services. Under the terms of the Agreement, TruePoint Solutions, LLC will provide the required training, implementation support, and data migration to ensure that the implementation is successful.

A copy of the Agreement for the Performance of Services with TruePoint Solutions, LLC can be viewed on the City's website and is available in the City Clerk's Office for review during normal business hours.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a "project" within the meaning of the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
Based upon the proposed Statement of Work between the City and the consultant, the total cost of the Agreement for the Performance of Services will not exceed $885,082 (which includes a 10% contingency of $80,462) over a two-and-a-half-year term. Sufficient funding is available in the Permit Information System Project (CIP 539-6075).

COORDINATION
This report has been coordinated with the Information Technology Department, Finance Department, and City Attorney's Office.

City of Santa Clara Page 2 of 3 Printed on 8/17/2018
powered by Legistarw
18-115 Agenda Date: 8/21/2018

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:clerk@santaclaraca .gov> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve an Agreement for the Performance of Services with TruePoint Solutions, LLC to provide software implementation services to upgrade the City's permit system in an amount not-to-exceed $885,082 over a two-and-a-half-year term .

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement for the Performance of Services with TruePoint Solutions, Inc.

City of Santa Clara Page 3 of 3 Printed on 8/17/2018
powered by Legistar""
EBIX Insurance No. S200003778

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between TruePoint Solutions, LLC, a California limited liability company, with its principal place of business located at 3262 Penryn Road, Suite 100-B, Loomis, California 95650 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perf01m services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are more fully described in Exhibit A entitled Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 1 of 10 ends

"SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

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

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

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

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

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

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

5. TERM OF AGREEMENT.

Unless otherwise set fotth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2020.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance ofServices/TrnePoint Solutions, LLC Rev. 06/22/17

Page 2 of 10 ends

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

7. WARRANTY.

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

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

8. PERFORMANCE OF SERVICES.

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

9. BUSINESS TAX LICENSE REQUIRED.

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

10. RESPONSIBILITY OF CONTRACTOR.

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

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

Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 3 of 10 ends

11. COMPENSATION AND PAYMENT.

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

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party te1minates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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

14. NO THIRD PARTY BENEFICIARY.

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

15. INDEPENDENT CONTRACTOR.

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

16. NO PLEDGING OF CITY'S CREDIT.

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

Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 4 of 10 ends

17. CONFIDENTIALITY OF MATERIAL.

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

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any info1mation related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

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

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

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

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

Contractor shall submit to City any and all repo1ts concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/1 7

Page 5 of 10 ends

21. CORRECTION OF SERVICES.

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

22. FAIR EMPLOYMENT.

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

23. HOLD HARMLESS/INDEMNIFICATION.

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

24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set fotih in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, ce1iificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Pa1iies.

26. INTEGRATED DOCUMENT.

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

27. SEVERABILITY CLAUSE.

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

Agreement for the Performance of Services/TmePoint Solutions, LLC Rev. 06/22/17

Page 6 of 10 ends

28. WAIVER.

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

29. NOTICES.

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

City of Santa Clara
Attention: Community Development Department
Building Division
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 241-3823
And to Contractor addressed as follows:

Name: Kent Johnson, Chief Executive Officer
Address: 3262 Penryn Road, Suite 100-B
Loomis, CA 95650
or by facsimile at (916) 256-1975
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

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

30. CAPTIONS.

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

31. LAW GOVERNING CONTRACT AND VENUE.

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

32. DISPUTE RESOLUTION.

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

Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 7 of 10 ends

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

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

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

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

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

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

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

35. CONFLICT OF INTERESTS.

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

Agreement for the Perfonnance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 8 of 10 ends

36. PROGRESS SCHEDULE.

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

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

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

Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 9 ends

APPROVED AS TO FORM:
~il ~ Bill~~
City Attorney
ATTEST:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
~/Jt[WJ=' Telephone: (408) 615-2210
fiJf1ENNifER YAMAGUMA
Acting City Clerk
Fax: (408)241-6771
"CITY"

TRUEPOINT SOLUTIONS, LLC
a California corporation
Dated: - --=------"-----------,C-- \--~ - ---
By: -+--te:::::..,::__+-_.::,..'r-f---------=""""'--=------ erson executing the Agreement on behalf of Name: Kent Johnson
Title: Chief Executive Officer
Local Address: 3262 Penryn Road, Suite 100-B
Loomis, CA 95650
Email Address: [email protected]
Telephone: (916) 259-1293
Fax: (916) 256-1975
"CONTRACTOR"
S:\Attorncy\AGREEMENTS\Scrvice\OVER $SOK SERVICE AGREE1v1ENT FORM.doc Agreement for the Performance of Services/TruePoint Solutions, LLC Rev. 06/22/17

Page 10 of 10 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

EXHIBIT A

SCOPE OF SERVICES
The Services to be perfo1med for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled; "Statement of Work - Tidemark Upgrade to Accela Civic Platform 9" dated September 11, 2017, which is attached to this Exhibit A.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Rev. 06/22/1 7

Page 1 ends

~ Accela
civic good
- ~ TrueP01nt; Solutions
Statement of Work
City of Santa Clara, CA
Tidemark Upgrade to Accela Civic Platform 9
9-11-17 ·
Version 9
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A TruePoint Solutions
3262 Pemyn Road
Suite 100-B
Loomis, CA 95650
Tel: 916-259-1293

Page 2 of 34 ends

~ Accela
civic good

INTRODUCTION

OVERVIEW
- ~ TrueP01nt; Solutions
The following Statement of Work will detail how TruePoint Solutions will implement the software and services you have purchased.

This Statement of Work ("SOW") sets forth a scope and definition of the consulting/professional services, work and/or project (collectively, the "Services") to be provided by TruePoint Solutions ("TruePoint") to Agency ("City of Santa Clara").

CRITICAL SUCCESS FACTORS
To successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored and managed by the stakeholders. These factors are critical in setting expectations between the Agency and TruePoint, identifying and monitoring project risks, and promoting strong project communication.
• Dedicated Agency Participation - Agency acknowledges that its staff must be actively involved throughout the entire duration of Services as defined in the agreed upon Project Plan. TruePoint will communicate insufficient participation of Agency resources through Project Status Reports with real and potential impacts to the project timeline. TruePoint will work with the project sponsors and department leaders to determine appropriate team member involvement. This could range from full-time, during early analysis meetings, to part-time during the technical implementation phase. Please see Appendix A for a full description of participant resources.
• Accela Implementation Methodology - It is imperative to project success that the Agency is willing to adhere/adopt to the Accela Implementation Methodology. Please see Appendix B for a full description of the Accela Methodology.
• Knowledge Transfer - It is critical that Agency personnel participate in the analysis, configuration, and deployment of Accela Civic Platform for TruePoint to transfer knowledge to the Agency. Once Post Production assistance tasks are completed by TruePoint, the Agency assumes all day-to-day operations of Accela Civic Platform outside of the Support and Maintenance Agreement. The Support and Maintenance Agreement does not cover any Agency manipulation of implemented scripts, reports, interfaces, and adaptors. Key knowledge transfer areas could include:
• Configuration
• Business Rules Scripting
• Interfaces
• Reports and Forms
• Release Management
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 3 of34 ~ Accela
civic good
- ~ TrueP01nt
Solutions

HIGH LEVEL SCOPE OF SERVICES
The purpose of this section is to detail the departments, products and high-level activities and milestones that comprise the Civic Platform implementation for the Agency. The specific scoping points can be found in Appendix E.

Departments
The following Agency departments comprise the organization scope of the implementation described herein:

The Analysis will include modules for Building, Planning, Code Enforcement, Public Works and Fire.

The system will likely be used by Building, Planning, Code Enforcement, Housing, Public Works, Fire, Parks and Recreation, Electric Utility, Water and Sewer Utilities, Finance, and Police staff for various activities.

Products
The following list items represent the Accela products purchased by the Agency that are in scope for this Project:
• Accela Land Management
• Accela Citizen Access
• Accela GIS
• Accela Mobile
High Level Milestones and Sample Deliverables
The scope of services is delivered in six stages and will result in an initial deployment of the Accela platform. A highlevel description of the phases is listed below. Specific descriptions of all deliverables, responsibilities and acceptance criteria are found in Appendix D. All deliverable templates used are TruePoint created and follow the Accela methodology. See Assumptions for more information about deliverable templates.

STAGE MILESTONE OVERVIEW SAMPLE DELIVERABLES

DESCRIPTION
Stage 1: Initiation Set up the project framework for a Project Charter successful delivery. Setup of Accela Project Plan
environment. Project Kickoff
Installation of Civic Platform
Stage 2: Analysis Provide best practice consulting to define Configuration documentation to-be confiquration for Aqencv
Stage 3: Solution Foundation Create the appropriate solution Configuration and Configuration architecture blueprint for a successful deployment
Stage 4: Build/Conversion Build out Accela platform. Historical Data Analysis & Mapping Create and deliver conversion schemas, Development of Scripts & Interface interface schemas and other technology specifications
solutions needed for implementation Reportinq specifications and Reports Stage 5: Readiness Validate Accela solution for Agency User Acceptance Testing deployment via testing Training
Accela Standard Admin and User
Traininq Manuals
Stage 6: Deploy Move to Production ("Go Live") and Move to Production Support Post Deployment Support
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 4 of 34 ~ Accela - ~ TrueP01nt
civic good Solutions

PROJECT TIMELINE
The estimated term of this project is 13 to 14 months for the initial deployment with the estimated start date in August 2018 and an estimated completion date in November 2019.

A Phase 1 project will also be performed in parallel to get Public Works (Storm) operational in 3 to 4 months.

Upon initiation of these Services, the TruePoint Project Manager will work with the Agency to collaboratively define a baseline project schedule. Given the fact that project schedules are working documents that change over the course of the project, the TruePoint Project Manager will work closely with Agency to update, monitor, agree, and communicate any modifications.

Any resulting delays in the mutually agreed upon project plan that drive the estimated completion date beyond that which was agreed upon that result from Agency challenges (changes in project sponsor, staffing level/availability, missed deadlines) will require a Change Order to reimburse TruePoint for the additional costs associated with the delay, including, but not limited to, additional hours for project management, deliverable development, and review.

Please see Change Order details in the Assumptions section. TruePoint's Change Order template is found in Appendix D.

PROJECT ASSUMPTIONS

GENERAL PROJECT ASSUMPTIONS
Scope and Timeline
•
•
•
•
•
•
Training
Scope is based on discovery session and feedback with Agency prior to the SOW development.

Agency and TruePoint will review their responsibilities before work begins to ensure that Services can be satisfactorily completed and in the appropriate timeframe. "Go live" (system is in production) timeline assumes timely completion of Agency deliverables (including finalization of requirements/ use cases), availability of key Agency resources, and collaboration and availability of any third-party vendor resources. Late (per mutually agreed project plan) Agency deliverables may adversely impact overall implementation timeline.

Overall project plan will be mutually agreed to by Agency and TruePoint project managers prior to final Configuration.

TruePoint will provide the Agency with a Bi-Weekly Status Report that outlines the tasks completed during the prior weeks, the upcoming tasks that need to be completed during the following week, the resources needed to complete the tasks, a current version of the project plan, and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates).

The project schedule is managed using Microsoft Project. Should any tasks slip behind schedule ten (10) business days, TruePoint and Agency will escalate per the Communication Plan in the Project Charter. • Project assumes that a Train the Trainer approach will be taken during this implementation. The Trainer will train the Agency super users in the day to day operation features of Accela. The training will also focus on successful training techniques and styles for training system end users.

Testing
• TruePoint is responsible for testing the initial configuration of system along with functional use cases sample input/output for each (as demonstrated on onsite visit).

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 5 of 34 ~ Accela - ~ TrueP01nt
civic good Solutions
• TruePoint to validate system and interfaces before turning module over to the Agency for testing. • Agency is responsible for writing any user acceptance test scripts based upon the configuration document provided by TruePoint.
• Agency is responsible for User Acceptance and System Integration Testing Go Live and Go Live Support
• "Go Live" definition is that the Accela software is up and running in production. • If an Agency moves to production, i.e. "Goes Live" it is deemed to have accepted the product and shall comply with any payment obligation for "Go-Live" and/or "Acceptance when all P1 & P2 issues have been resolved. Severity of issues will be mutually agreed between City and TruePoint.

TruePoint resources will support Agency after "Go Live" until such time that Agency is transferred to support (no earlier than 30 business days' post go live).

Project Completion
• The project is complete once the project scope is delivered, all P1 and P2 issues have been resolved and the transition to Accela's support (CRC) has been completed and project support hours have been delivered. There will be a prioritizing of all remaining issues and a roadmap developed for resolution.

Acceptance
• At minimum, it is requested that Agency sign acceptance for a minimum of the major phases of the project typically: Initiation, Analysis, Foundation, Build, Readiness, and Deployment (as specified in Appendix E). Each phase should be signed off prior to commencing work on the next phase. TruePoint respectfully requests prompt attention to the processing of all Deliverable Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe.

PROJECT RESOURCING ASSUMPTIONS
Agency Resourcing
•
•
•
•
Agency will provide a Project Manager throughout the course of the implementation .

Agency Project Manager will maintain primary responsibility for the scheduling of Agency employees and facilities in support of project activities. Estimated time commitments for resources are outlined in Appendix A.

Agency has committed to the involvement of key resources and subject matter experts for ongoing participation in all project activities as defined in the project plan associated with this SOW.

Agency agrees during the Initiation Phase of the project to assign a designated approver for each major project deliverable. The designated approver will be responsible for overseeing and/or directly participating in the design and development, as well as the approval, of the deliverable. Agency may make changes to designated approvers with written notification to TruePoint a minimum of one month before a deliverable is due.
• Agency will provide access to subject matter experts and decision makers in a timely fashion. • Agency will commit project sponsors and all necessary stakeholders and SM E's during the project kickoff.
• Agency will commit all necessary SM E's and IT personnel during the requirements and design phase for the appropriate sessions as outlined by the TruePoint Project Manager during Kick-Off preparation.

TruePoint Resourcing
• TruePoint has assumed that project team will need to be on-site as appropriate with-in the expense budget.

Any additional on-site consulting will be at the mutual agreement of Agency and TruePoint Project Manager. All travel expenses incurred for on-site work are per the terms of expense reimbursement outlined above.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 6 of 34 ~ Accela
civic good
- ~ TrueP01nt
Solutions
• In the pricing, TruePoint has assumed the appropriate resourcing to ensure deployment success for the scope outlined. Significant additional support requested by Agency over this level of resourcing would necessitate a change order that could impact the cost of the project. • TruePoint will provide a project manager for services throughout the implementation to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the Accela Civic Platform software at the Agency, TruePoint will provide Project Management services throughout the project.
• Changes in project scope or expectations that require additional worked hours over the hours or scope stated in the SOW may require a Change Order.

Project Oversight Assistance
• TruePoint will contract a consultant to provide project oversight support for the City. This resource will assist the City with internal change management, Accela best practice consulting and additional monitoring of project schedule and City resource planning.

Third Party Resourcing
• TruePoint is not responsible for impacts to project timeline created by dependency on Agency third party vendors. Timeline changes may result in a Change Order for extension of T ruePoint project resources caused by Agency third party consultant actions resulting in additional time or scope.

PAYMENT ASSUMPTIONS
Invoices are due net 30 of the invoice date.

ACCELA SOLUTION ASSUMPTIONS
General
• TruePoint will implement the most current version of Accela Civic Platform that is available at time of initial installation. This will likely be Civic Platform 9.0.X
• Agency will provide/purchase/acquire the appropriate hardware, software, and infrastructure assets to support all required Accela software products in both support/testing and production environments as defined in the project schedule.
• For use with Accela Citizen Access, Agency will provide/purchase/acquire an Accela supported online merchant account and all related hardware required by the merchant account provider for the handling of credit cards and/or checks.
• Agency is responsible for proper site preparation, hardware, software, and network configuration in accordance with Accela specifications.
• Agency will ensure that TruePoint resources have access to a test version of the Jd party system for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system.

Data Conversion
The following information provides detail related to the scope of Accela's data conversion offerings. Due to the inherent complexity of conversion activities, it is critical to address and understand common questions and misconceptions. Any conversion activity or requirement not included in this section is considered out of scope, and may be addressed through a change order.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 7 of 34 ~ Accela - ~ TrueP01nt
civic good Solutions
General Information and Requirements for Historical Conversions •
•
•
The standard data conversion includes the conversion of transactional data to the Accela Civic Platform database when a configured destination exists. In the event, there is no destination for legacy transactional data then it will be required to be converted as best fits into another area of the configuration or excluded from the conversion effort.

TruePoint will perform unit testing of the conversion program including spot checks of the data within Accela Civic Platform to identify if data corruption issues exist. Extensive quality assurance of legacy/historical data by the agency is required to ensure accurate transfer of data.

A completed, signed off, Solution Foundation must be available before TruePoint will begin the data conversion mapping effort.

Data Conversion Assumptions
• "As-ls" Approach: Conversion of transactional tables is executed "As-is" into Accela Civic Platform. "As-is" means that the data will be transformed as mapped to existing configuration elements in Accela Civic Platform. The conversion process will not create configuration data or alter the mapped data when processed into Accela Civic Platform. Additionally, this means if invalid, inaccurate, or incomplete data is provided, it will be loaded into Accela Civic Platform "As-ls". All data cleanup should occur prior to execution into Accela Civic Platform as agreed upon by TruePoint and Agency. Any data cleanup is the responsibility of the Agency. • Accela Data Conversion Tools: Data will be mapped and converted utilizing Accela's Extract, Translate and Load ("ETL") toolset. This will assist to ensure the accuracy of the mapping. The data mapping tool ensures that the legacy source to Accela Civic Platform solution is accurate and prevents data from failing to convert, while the execution tool can be used to consistently run conversion process and track statistics.
• Acceptable Data Formats for Historical Conversion: It is expected that the Conversion Source Data be provided in an Oracle 9.x or higher or Microsoft SQL Server 2000/2005/2008 database format. If the source is not in an acceptable format, TruePoint will provide recommendations for transposing the data in the proper format.
• Acceptable Data Formats for Reference Conversion: It is expected that the Conversion Source Data be provided in Oracle 9.x or higher, Microsoft SQL Server 2000/2005/2008, or pipe delimited flat file format. If the source is not in an acceptable format, TruePoint will provide recommendations for transposing the data in the proper format.
• Documents: There is no document conversion associated with this project.

ADMINISTRATION

LOCATION OF SERVICES AND KEY CONTACT
Services contracted under this SOW may be performed remotely and/or at the Agency's on-site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein.

Please indicate below the primary Agency location which will benefit from the services covered under this SOW.

Work Location: City Hall, 1500 Warburton Avenue in Santa Clara

CHANGE ORDERS
In order to make a change to the scope of Professional Services in this SOW, Agency must submit a written request to TruePoint specifying the proposed changes in detail. TruePoint shall submit to Agency an estimate of the charges Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 8 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions
and the anticipated changes in the delivery schedule if any that will result from the proposed change in the Professional Services ("Change Order"). TruePoint shall continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation of the Change Order. If TruePoint's effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order shall be signed by TruePoint and Agency prior to commencing any activities defined in the change order. The blended rate for TruePoint resources is $157.93 per hour. The Change Order Template is attached hereto as Appendix D.

EXPIRATION
The scope and terms of this SOW must be executed as part of the Agency Services Agreement within sixty (60) calendar days of the date of this SOW. If the SOW is not executed, then the current scope and terms can be renegotiated.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 9 of 34 ~ Accela
civic good
APPENDIX A: PROJECT RESOURCES

AGENCY RESOURCES
- ~ TrueP01nt; Solutions
Agency must fill the appropriate roles with the appropriate personnel to work together with the TruePoint Project Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. The same person can fill multiple Agency roles. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems.

These resources must be proficient in Agency coding/development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s) for each Division/department being implemented, Super User trainers, and others as appropriate.

Project Sponsor
Project Manager
Responsibilities include:
• Ultimate responsibility for the
success of the project,
• Creating an environment that
promotes project buy-in,
• Driving the project through all levels
of the agency,
• High-level oversight throughout the
duration of the project,
• Serving as the primary escalation
point to address project issues in a
timely manner.

Responsibilities include:
• Overall administration, coordination,
communication, and decisionmaking associated with the
implementation;
• Planning, scheduling, coordinating
and tracking the implementation with
TruePoint and across departments
within the agency;
• Ensuring that the project team stays
focused, tasks are completed on
schedule, and that the project stays
on track.
,Division/Departmental Business JA user representative for each affected Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A 1 Hour*
(*Might be
higher during
initiation)
8 Hours
1 (minimum)
1 Hours
4 Hours
2 Hours

Page 10 ends

~ Accela
civic good
- ~ TrueP01nt; Solutions
Leads department must be appointed to facilitate superuser/liaison analysis and configuration and serve as a FTE per
decision-making entity for that group. These department. 50- critical appointments may well determine the 50% dedication success of the implementation for their of a1-2
respective areas. Responsibilities include: resources per department for
• Attending requirements workshop 4-6 weeks. Endsessions; user training • Willing and able to gather data and period is 1-2
make decisions about business FTEs for 4
processes; weeks at about
• Assist in the creation of 50% dedication
specifications for reports, interfaces and User
& conversions Acceptance
• Review and test the system Testing and Goconfiguration; Live activities • Participating in the implementation of will require 1-2 the Accela Automation solution. FTEs at 80%
dedication.

Responsibilities include:
• Being trained on the Accela
Automation system at a System
Administration level;
• Being fully engaged in the Business
Analysis and system configuration
pivision/Departmental Subject activities; 2 Individuals, 20 • Assist internal efforts towards the 20 Hours Matter Expert (SME) creation of reports, interfaces & Hours conversions;
• Assist in the review and testing of
the system configuration;
• Actively participate in the full
implementation of the Accela
Automation solution.

Responsibilities include (Accela Hosted)
• Primary responsibility for the
technical environment during the
software implementation;
rechnical Lead • Ensure that desktops, printers, are 5 Hours 1 Hours available for system implementation
and meet minimum standards;
• Work with TruePoint technical
personnel during implementation;
• Act as the primary technical
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page I l of34 ~ Accela
civic good
- ~ TrueP01nt
Solutions
resource for troubleshooting
problems;
• Establish internal DB environment
for report creation.

I Responsibilities include:
• Understanding reporting needs of 40 Hours during Agency Report Developer Ability to write or amend reports as reporting phase 20-40 Hours • of project the Agency's report needs grow

TRUEPOINT RESOURCES
TruePoint will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Civic Platform application, and are well qualified to lead this effort. The TruePoint Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort. The main roles are as follows: --~ TruePoint Resources
Project Executive
Project Manager
1 senior Implementation
ponsultant(s)
Description
The Project Executive oversees the project's progress/direction and works with the Project Manager to ensure efficiency, consistency, and quality in delivery of TruePoint implementations. The Project Executive actively participates in a project director/executive role. The Project Executive will meet with Agency Executives monthly or upon request throughout the duration of the project. ifhe TruePoint Project Manager is responsible for the overall project management and works directly with the client throughout all aspects of Accela implementations: from he initial scoping, planning, staffing to delivery. The Project Manager undertakes the project administration tasks including:
• Project plan management,
• Change order management,
• Issue and Risk log management and escalation,
• Status reporting,
• Resources management,
• Meetings management,
• Project review with Project Executive,
• Deployment Plan.

In addition, the Project Manager will actively participate in leading the System Configuration Analysis sessions and will be responsible for the creation of the System Configuration Document.

The Senior Implementation Consultant(s) assigned to the project will have major 1 experience in the business process as well as the product functionality and is Agreement with TruePoint Solutions, LLC/Scope of Services/Exllibit A Page 12 of 34 ~ Accela
civic good
- ~ TrueP01nt
Solutions
responsible for:
• Business analysis activities: Mapping the client's business processes and requirements to the functionality of Accela's products and the creation of solution design,
• Leading system configuration activities,
• Providing training/mentoring to agency staff,
• Recommend industry best practices to agency to enhance business processes,
• Guide agency on how best to configure the system based on past experiences and software expertise.

Implementation Consultant resources support the project and typically focus on the flowing tasks.

Implementation Consultant • The configuration of the system to match the System Configuration document.
• Build activities within the project, such as conversion data mapping, creation of reports and interface specification.
lfruePoint Technical Consultants are involved in all areas that require knowledge on server-side considerations and Accela add-on products such as:
• Functional Requirements Document (FRO) - working with Agency BA, PM, or other resources as needed.
• Configuration Guide and Interface Specification Document Technical Consultant • Application installation and setup (Accela Civic Platform, Accela GIS, Accela Wireless, and Accela Citizen Access),
• Report definition and creation,
• Event Manager Script definition and programming,
• Database Conversions and data mapping assistance,
• Interface specifications and development.
!Training Consultant Training Consultants are responsible for Accela Training classes with assistance from Implementation consultants, depending on the nature of the specific project.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 13 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions

APPENDIX B - ACCELA IMPLEMENTATION METHODOLOGY
TruePoint will deliver its Services to the Agency by employing the methodology detailed in this section. This is a proven methodology that guides the project from inception to deployment, thereby increasing the chances of successfully implementing Accela software products. Project delivery through execution of this Implementation Life Cycle is described below.

IMPLEMENTATION LIFE CYCLE
Thorough execution of these six stages ensures that customers receive high-quality services throughout the project engagement.
t~iiiiiihii ii BIII►
oe~,rli1p {)//1(1011
,md 01'-/1 111,1r1t11 •no.;
@coNFIGURATION
~
l?t'vtt'w G<Mb ,,,uJ A11r1I}. ·e c111d o~,1_£,•n Conf1g1J1t3 S1 ,tt:•m Plrln PwJt•ct Solul/011
.. m 9~fi1111 ii"i·•rn11H
11111+"-... m111 tt~foNMl:M!► Ti.•,/. T,am ,1mJ Go ln•e rUlt l rn,t Trans1t,on to CRC Prt.'J)drl! fw Gu LH·t? ProUulfwn Suppu, t Soopon
As illustrated in the figure above, the stages of project delivery flow in linear direction, although many tasks run in parallel as appropriate to avoid unnecessary project delays. Each stage has pre-defined objectives, tasks, and associated deliverables. Depending on the exact scope of the project, a full complement or subset of all available deliverables will be delivered through the services defined for the project. Employing this deliverables-based approach ensures that TruePoint and the Agency understand the composition and 'downstream' impact of each project deliverable to ensure the project is delivered with quality and in a timely manner.

INITIATION
Initiation represents the first stage in the lifecycle. During the Initiation stage, project contracts and the SOW are finalized, project scope and objectives are reviewed, and project planning activities and deliverables are completed.

ANALYSIS
Analysis is the second stage in the lifecycle. During the Analysis stage, TruePoint reviews existing agency documentation, interviews agency staff, and conducts workshops to understand the "To-Be" vision of the Agency that can be executed with the aid of Accela Civic Platform. It is during this Phase that TruePoint gains a deeper understanding of Agency processes and business rules; simultaneously, the Agency begins to gain a deeper understanding of the methodology and Accela Civic Platform capabilities. A key output of this Phase is the To-Be Analysis Document(s) which serve as the 'foundation' for configuration of Accela Civic Platform to support germane elements of the Agency "To-Be" vision. Supplementing the To-Be Analysis Document(s) are all other configuration specifications documents related to data conversion, interfaces, reports, and event scripts.

SOLUTION FOUNDATION
Solution Foundation is the third stage in the lifecycle. It begins upon completion of Stage 2 and should be completed prior to the next stage, Build. During the Solution Foundation stage, Accela Civic Platform will be built to match the to-be processes agreed to in the Analysis stage. Essential to this effort is the configuration of the Record (Case, Application, Permit, etc) types that were agreed to during the Analysis phase.

BUILD
Build serves as the fourth stage in the lifecycle, and execution of this stage overlaps Configuration, but ends after Configuration is complete. During the Build stage, all defined elements during the Analysis stage beyond the Solution Foundation will be implemented. This includes conversions, business rule scripts, interfaces, and reports.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 14 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions

READINESS
Readiness is the fifth stage in the lifecycle. During the Readiness stage Accela Civic Platform is fully tested, errors are identified, documented, and corrected. Additionally, the solution is prepared for deployment. In addition, system administrators and end users are trained so that all appropriate agency staff members are prepared to use and maintain the software once the move to production occurs.

DEPLOY
Deploy is the sixth and final stage in the lifecycle. During the Deploy stage the applications are moved to production; all requisite pre-production activities are identified, tracked, and completed, and post-production analysis and review is completed. Upon moving to production, the Accela Civic Platform applications are transitioned to the Accela Customer Resource Center ('CRC") for ongoing support. A formal introduction will occur between the Services team and the CRC that instructs the agency on available communication channels (telephone, email, online tracking system) and use of the Accela knowledge base Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 15 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions

APPENDIX C

DETAILED SCOPE
The following section describes the specific activities and tasks that will be executed to meet the business objectives and business requirements of the Agency. In support of the implementation effort as described above, TruePoint will provide the following detailed implementation services. For each deliverable/task, a description is provided as well as criteria for acceptance.

STAGE 1 - INITIATION
DELIVERABLE 1: PROJECT INITIATION
Project initiation is an opportunity to ensure the project starts in a well-organized, structured fashion while reconfirming the Agency and TruePoint expectations regarding the implementation. This Deliverable is comprised of project planning activities, core project management documents and templates and the first on-site meeting conducted between the Agency and TruePoint after the signing of the Statement of Work In conjunction with the Agency representatives, TruePoint will perform the following tasks:
• Finalize staffing for the project teams.
• Conduct a formal onsite Kickoff meeting. The objective of this meeting is to review the purpose of the project and discuss the project scope, roles and responsibilities, deliverables, and timeline. • Provide TruePoint standard Project Status Report Template format. • Finalize and document formal deliverable signoff procedures, identify team members that will be responsible for signoff from the Agency and TruePoint.
• Finalize an integrated baseline project plan that includes resource allocation for all tasks (in cooperation with the Agency Project Manager).
• Develop a Project Charter that defines how the project will be governed, including a detailed escalation plan. • Conduct Core Team training to prepare the Subject Matter Experts for the To-Be Analysis stage.

The Project Kickoff Meeting includes a formal presentation by the project team to review project objectives, methodology, timeline, roles and responsibilities, risks, and other key project elements with project stakeholders.

In terms of specific output, the following will be executed for this deliverable:
► Baseline Project Plan
► Project Status Report Template
► Project Kickoff Presentation
► Core Team Training (1 day)
TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information. • Coordinate project planning activities.
• Communicate the Accela Implementation Methodology that will be used by TruePoint to deliver Services. • Complete Baseline Project Plan, Project Status Report Template, and Project Kickoff Presentation deliverables with input from appropriate Agency resources.

Agency Responsibilities:

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 16 of 34 ~ Accela - ~ TrueP01nb
civic good Solutions
• Identify and set expectations with key resources and subject matter experts for ongoing participation in the project.
• Provide timely and appropriate responses to TruePoint's requests for project planning input and meeting logistics requests.
• Provide meeting facilities for Project Kickoff and other onsite activities. • Include Project Sponsor in Project Kickoff Meeting.
• Provide suitable Agency facilities to accommodate training.

Acceptance Criteria:
• Review and acceptance of the Project Status Report Template • Review and acceptance of the Baseline Project Plan
• Completion of the Project Kickoff Meeting
• Completion of Core Team Training
DELIVERABLE 2: ACCELA CIVIC PLATFORM ENVIRONMENT SETUP
TruePoint will work with Accela to setup the Accela Automation software in the Accela Cloud environment, such that Agency can log into the system and verify that the software is available. TruePoint will populate the new environment with best practice templates from other implementations.

STAGE 2 - TO-BE/ BUSINESS ANALYSIS
To-Be Analysis is comprised of the activities required to define the Accela Civic Platform Solution Foundation for the Agency. The key output of the process is the Configuration Document(s), which serves as a 'blueprint' for design and baseline configuration efforts throughout the implementation project and establishes the benchmarks for testing and acceptance for UAT.

The Configuration Document(s) include detailed information on the Agency's business processes to be configured in the Accela Civic Platform Solution Foundation, including the following topics:
► Overall Process Overview
► Intake Process, user defined and required fields
► Required/Optional Review Tasks
► Issuance requirements
► Inspection Types, scheduling and checklists
► Workflow and processing requirements
► Fee's - types, processing and schedules
► Citizen Portal (Accela Citizen Access) specific to online submittal, inquiry, inspection scheduling and fee payments
The Analysis will include modules for Building, Planning, Code Enforcement, Public Works and Fire. They system will likely be used by Building, Planning, Code Enforcement, Housing, Public Works, Fire, Parks and Recreation, Electric Utility, Water and Sewer Utilities, Finance, and Police for various activities.

Agreement with TruePoint Solutions, LLC/Scope of Se1vices/Exhibit A Page 17 of34 ~ Accela - ~ True Point; civic good Solutions
The Project Team, consisting of representatives from both TruePoint and the Agency, will conduct a formal review of the To-Be Analysis Documents for approval and sign-off on the deliverable. TruePoint will build 1 prototype for each module. Prototyping is intended to demonstrate selected aspects of Accela Civic Platform functionality to assist in understanding how it will operate for the Agency. Prototyping is not meant to be a complete end-to-end solution.

DELIVERABLE 3A AND B: TO-BE ANALYSIS AND CONFIGURATION DOCUMENT To develop the content for the To-Be Analysis Document(s), TruePoint will work closely with designated Agency personnel and will conduct analysis sessions to capture the "to-be" required business processes.

In conjunction with the Agency representatives, TruePoint will perform the following tasks:
• Review and understand existing business processes intended for migration into Accela Civic Platform. • Review the developed business process as a basis for configuration in Accela Civic Platform's workflow tool. • Assist the Agency in streamlining existing business processes for fit into Accela Civic Platform. • Collect employee names and associated roles and identify user group setups. • Review the collected document intake requirements, forms, and data fields for each process. • Review the collected document output requirements (documents/letters/reports). • Review the collected document fees, fee schedules, and collection procedures for each process. • Review the collected document all required inspections and inspection result options for each type.

TruePoint's Project Manager will coordinate and schedule the Analysis Sessions in conjunction with the Agency Project Manager and per the agreed upon Project Plan. In terms of specific output, the following will be executed for this deliverable:
► To-Be Analysis data gathering activities including workshops, interviews, and web conferencing sessions.

Records types and modules will be analyzed and created for the following departments:

Building
Planning
Code Enforcement
Public Works
Fire
The following additional departments will have workflow tasks or inspections in the system they are responsible in the system:

Parks and Recreation
Housing
Electric Utility
Water and Sewer Utilities
Finance
Police
TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information. • Interview staff in order to understand existing business processes. • Conduct to-be analysis sessions to capture the required business processes to be automated within the system.
• Conduct meetings via email, web conference, phone, and in person to gather and validate analysis input.

Agency Responsibilities:
• Provide timely and appropriate responses to TruePoint's requests for information.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 18 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions
• Make available the appropriate Agency key users and content experts to provide required information, participate in the configuration analysis and verify the accuracy of the documented workflows, input/output formats, and data elements.
• Provide any existing business process documentation, including process flows; fee schedules; commonly used applications, reports and forms; and other relevant information. • Schedule participants and meeting locations for analysis activities.

Acceptance Criteria:
• Completion of Analysis Sessions.
• Base Configuration Document
STAGE 3 - SOLUTION FOUNDATION
TruePoint will provide professional services to develop the Accela Civic Platform Solution Foundation in accordance with requirements established and agreed upon during the execution of the tasks that comprise Stage 2 - To-Be Analysis. TruePoint will produce a detailed Configuration Document(s) that represents the entire foundation of the system, for each module. This document will be delivered for review with the completed solution.

DELIVERABLE 4: ACCELA CIVIC PLATFORM SOLUTION FOUNDATION TruePoint will provide professional services to develop the Solution Foundation of the Accela Civic Platform product in accordance with requirements established and documented in the To-Be Analysis Document(s).

The solution foundation will include core Accela Civic Platform features for:
• Modules
• Admin User and User Groups
• Departments
• Consoles (Administrator, Daily User, Inspection, and Cashiering) • Portlets (Customized portlets for all Automation Screens) • My Navigation Setup
• Menu Navigation Setup
• Quick Links
• Quick Queries for the Record, Inspection, and My Task Portlets In terms of specific output, the following will be executed for this deliverable:
► Completed Foundation of Accela Civic Platform Solution that supports the To-Be Business Processes documentation
TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information. • Configure the foundational components as defined in the To-Be Analysis Document(s).

Agency Responsibilities
• Provide timely and appropriate responses to TruePoint's request for information. • Make available the appropriate Agency key users and content experts to participate in solution configuration of the system in an effort to learn about the system and facilitate in knowledge transfer. • Work with TruePoint to verify that the system meets the foundational requirements documented in the To-Be Analysis Document(s).
• The Agency will test the system for purposes of validating the configuration.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 19 of34 ~ Accela - ~ TrueP01nt
civic good Solutions
Acceptance Criteria:
• Review and approve that the Accela Civic Platform Solution Foundation is in place • Agency will have 15 business days to conduct initial review of the Solution Foundation. Upon delivery of initial feedback, TruePoint will complete the necessary changes and updates. The second and final review will have 5 business days for acceptance.

Agreement with TruePoint Solutions, LLC/Scope of Se1vices/Exhibit A Page 20 of34 ~ Accela - ~ TrueP01nb
civic good Solutions
DELIVERABLE SA AND B: ACCELA CIVIC PLATFORM CONFIGURATION COMPLETE TruePoint will provide professional services to configure Accela Civic Platform in accordance with requirements established and agreed upon during the execution of the tasks that comprise Stage 2- To-Be Analysis.

The configuration will include Accela Civic Platform features for:
• Users and User Groups
• Record Types
• Intake Forms
• Workflows
• Fees
• Inspections
• Conditions
• Custom Fields and Lists
• Expressions
TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information. • Configure the foundational components as defined in the To-Be Analysis Document(s).

Acceptance Criteria:
• Review and approve that the Accela Civic Platform Solution Foundation meets the requirements documented in the approved To-Be Analysis Document(s) and the system is ready to move to Stage 4 - Build.

DELIVERABLE 6: ACCELA CIVIC PLATFORM EDR INTEGRATON COMPLETE TruePoint will provide a separate SOW for EDR integration once the EDR markup tool vendor is selected. After selecting a vendor, the final pricing for the EDR integration will be determined. The current budget provides $28,427 for implementing the EDR phase of the project.

DELIVERABLE 7: BUSINESS PROCESS VALIDATION AND AUTOMATION (BUSINESS RULE

SCRIPTING)
During the configuration analysis phase of the implementation project, TruePoint will identify opportunities to supplement the Accela Civic Platform base functionality via Business Rule Script Engine scripts and Expression Builder to validate and automate business processes. TruePoint will work with Agency to identify desired functionality, and subsequently will assist with prioritizing the needs to determine that will be developed by TruePoint within the scope of this implementation. The Business Process Validation and Automation developed by TruePoint can be used as models whereby agency staff can develop and modify additional functionality as needed.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 21 of34 ~ Accela
civic good
- ~ TrueP01nt
Solutions
Business Process Validation and Automation is broken out into two functional areas of the Accela solution, as defined below:
• Business Rule Scripting Engine - used to script based on system activities, such as a before or after event, that allow the system to automate activities ( example: do not allow an inspection to be scheduled prior to a specific workflow task, or, auto-calculate and invoice a fee upon application submittal) • Expression Builder - used to script form based interactions that occur prior to triggering and event or master script activity (example: auto-population form based data fields based on user-selected values) Prior to the development, the Agency will approve a design specification document that will be created jointly by the Agency and TruePoint. The approved document will be used as a basis for determining completion and approval of the deliverable.

TruePoint has a budget of 150 hours of script development for this project. The development of business rules can continue thru the Build stage of the project.

In terms of specific output, the following will be executed for this deliverable:
► Prioritized list of requirements that require Automation ► Specification documents for each required Automation
► Demonstration of completed Automations in development or test environments per the specifications document(s)
TruePoint Responsibilities:
• Work with Agency staff to identify potential uses of scripting • Assist with development of list of desired functionality • Aid the Agency in prioritizing which scripts will be developed by TruePoint • Develop scripts based on the specifications
• Demonstrate functionality of scripts per specifications Agency Responsibilities:
• Allocate the time for qualified business and technical experts for the script requirements sessions that are critical to the project success
• Identify resources that will learn scripting tools and approaches for ongoing maintenance • Prioritize desired functionality to determine which scripts TruePoint will develop • Provide timely and appropriate responses to TruePoint's request for information • Verify the Script Specification meets the intended business requirement • Allocate the time for qualified personnel to test the script for acceptance Acceptance Criteria:
• Review and acceptance of design document with written sign-off from the Agency • Demonstration of all developed script within the system to the Agency STAGE 4- BUILD
The Build stage includes data conversions, development of interfaces, development of all Business Process Validation and Automation (Business Rule Scripts and Expressions) configuration of add-on products and custom report development. It comprises all the additional activities outside of solution foundation that are required to complete the total solution for the Agency. Like the Configuration Stage, it is critical that appropriate agency representatives are involved in each step of the process to ensure success.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 22 of34 ~ Accela - ~ TrueP01nti
civic good Solutions

DAT A CONVERSION
Data conversion of historic/legacy data from Tidemark Legacy Data is a critical activity for the success of this project.

The TruePoint team is highly experienced in planning for, and executing these activities and will work closely with Agency staff to ensure a successful transition of data.

For conversions, it is expected and anticipated that the Agency will provide resources knowledgeable with the historical data to assist in the data migration/conversion effort.

The required data mapping effort will be conducted by TruePoint personnel with assistance from the Agency. Once the data mapping has been defined, TruePoint will ask that a representative of the Agency sign off on the data maps.

TruePoint will be responsible for the data conversion programs to load data from the staging tables to the Accela Civic Platform database. PLEASE REFER TO DATA CONVERSION ASSUMPTIONS FOR SPECIFIC ASSUMPTIONS AND PARAMETERS RELATED TO ACCELA 'S CONVERSION APPROACH.

TruePoint will conduct Analysis/Mapping and Data Conversion Development for the Tidemark Legacy Data.

DELIVERABLE BA: HISTORICAL DATA CONVERSION ANALYSIS
TruePoint's anticipation is to convert all Tidemark historical permit data: Permit History, Status, Address, Parcel, Owner, Custom Fields, Fees, Inspections, as well as all other appropriate data elements into the new Accela configuration. There will also be a conversion of Hdl Fire Occupancy data.

TruePoint will create a Data Conversion Mapping Document detailing the data conversion process, mutually agreed upon requirements and mapping of Agency's historical data into Accela Civic Platform.

In terms of specific output, the following will be executed for this deliverable:
► Historical Data Conversion Mapping Document
TruePoint Responsibilities:
• Work with the Agency to define and document historical data elements that are required for the conversion. • Facilitate the data analysis and mapping process
• Complete the Data Conversion Specifications Document.

Agency Responsibilities:
• Provide historical data in acceptable formats.
• Provide subject matter experts on the data source to aid TruePoint in identifying key components of the historical data
• Provide subject matter experts on the historical configuration to aid in the data mapping process • Review and sign-off on completed Data Conversion Specifications document.

Acceptance Criteria:
• The Historical Data Conversion Specifications document identifies historical data elements that will be converted into Accela Civic Platform as well as document special consideration (ex. merging data sources, phasing, etc.)
Acceptance Review Period:
• Fifteen (15) day or less initial review, subsequent reviews are Ten (10) days or less.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exh ibit A Page 23 of34 ~ Accela - ~ TrueP01nb
civic good Solutions
DELIVERABLE 88 AND C: HISTORICAL DATA CONVERSION DEVELOPMENT Upon Agency approval of the Historical Data Conversion Specifications document, TruePoint will provide a program(s) to migrate appropriate historical data into Accela Civic Platform. TruePoint will then submit converted data to Accela to be loaded into the SUPP environment for validation.

In terms of specific output, the following will be executed for this deliverable:
► Completion of migrated data into Accela Civic Platform development or SUPP environment.

TruePoint Responsibilities:
• Provide a program to migrate historical data into the Agency's AA SUPP environment. • Each data conversion will include up to three (3) conversion loads for client testing • Validate the successful completion of the migration of historical data into the Agency's test environment . •
Agency Responsibilities:
• Providing the legacy Tidemark data source
• Assist in the execution of the data conversion program and provide access to environments as needed • Provide resources to validate the conversion statistics and the quality of the data converted into Accela Civic Platform
Acceptance Criteria:
• Historical data has been converted to Accela Civic Platform testing environment according to the Data Conversion Mapping document.
• The data conversion has gone through testing
Acceptance Review Period:
• Fifteen (15) day or less initial review, subsequent reviews are Ten (10) days or less. System Interfaces For each interface, the TruePoint technical lead will work together with Agency's technical lead and business leads to document functional and technical requirements of the interface in an Interface Specifications Document. Interface development begins upon written approval of the specifications. It is expected all interfaces will use Accela's Construct API, web services or batch engine. No custom or third-party integration tool will be used to accomplish input or output of data to/from the Accela system. In other words, data coming into Accela and data coming from Accela will use the existing integration technology. Agency responsibility includes obtaining permission for level/type of integration from appropriate application owners (including on premises or cloud/hosted, etc.). All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system.

TruePoint will conduct Analysis/Mapping and Data Conversion Development for each Legacy system that will be have data converted to Accela within the sco e of this im lementation. 9c Cashiering
9d
9e Laserfiche
9f Active Director
9g First Data
ion to u date License Professional Ex iration Date
yments are made the Payment will need to be
ela
First Data payment adaptor for ACA. (Bank of America/
C bersource .

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 24 of 34 ~ Accela - ~ TrueP01nb
civic good Solutions
DELIVERABLE 9A THRU G: INTERFACE ANALYSIS AND DEVELOPMENT To determine the Agency requirements for each interface, analysis sessions will be conducted as a portion of this deliverable. The findings will then be documented in the Interface Specifications Document(s) for use by TruePoint in building the interface code. The implementation of each interface is dependent on the assistance of the Agency's staff, specifically, interface analysis, data mapping, and data manipulation as required in the source system.

TruePoint will provide a program to integrate 3rd Party data to/from Accela Civic Platform.

In terms of specific output, the following will be executed for each interface:
► Interface Specifications Document
► Operational Interface in the Development or Test environment TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information. • Conduct Interface Analysis sessions.
• Work with Agency staff to develop interface specifications document. • Use an Accela web service or other tool to implement the interface functionality based on the specifications. • Build all aspects of the interface that interact directly with the Accela Civic Platform.

Agency Responsibilities:

Provide timely and appropriate responses to TruePoint's request for information .

Provide system and access to individuals to provide required details of system interface . •
•
• Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success.
•
•
•
•
•
•
•
Identify and coordinate any related tools used to implement the interface (3rd party or in-house development).

Assist in the interface specification development and data mapping process .

Review and approve the interface specification documents .

Work with Third Party Data Sources to determine best methods of interfacing to Accela system .

Validate interface through testing .

Work with 3rd party to ensure data from Accela is in correct format.

Updates to interface, post go-live, due to changes in 3rd party system or Agency business processes .

Acceptance Criteria:
• Review and approve the Interface Specifications document. • Demonstration and approval of the completed interface as per the requirements detailed in the interface specifications document.

Acceptance Review Period:
• Ten (10) business days total
Reports
Reports are defined as anything that can be generated from the system, including but not limited to, reports, forms, documents, notices, and letters that the Agency wishes to print as identified during configuration analysis. The Configuration Document will define the reports and documents that are required by the Agency to effectively use Accela Civic Platform. These reports will be broken down by level of effort and identified in the configuration document. It is expected that, after the appropriate training on the database and the selected report writing tool is completed, Agency personnel will be able to handle additional and future report requirements.

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 25 of34 ~ Accela
civic good
- --.,. TrueP01nt; Solutions
These reports can be developed using the integral Ad-Hoc Report Writer included with Accela Civic Platform, Microsoft Report Service (SSRS) or Crystal Reports XI Server at the Agency's discretion. These custom reports, whether developed with Ad-Hoc Report Writer, SSRS or Crystal Reports, will be deployed in the Report Manager for use within Accela Civic Platform. The Agency will need to create a local Accela DB environment for use in creating and testing reports in-house. Request for a local copy of the Agency data can be requested thru CRC.

TruePoint has a budget of 300 hours for report specifications and development. This estimate is based on 40 reports DELIVERABLE 10A: REPORT SPECIFICATIONS
TruePoint will develop documents/letters/reports from those identified by the Agency as required for the new system.

Prior to the development of a report the Agency will approve report design specification documents that will be created jointly by the Agency and TruePoint. The approved documents will be used as a basis for determining completion and approval of the reports. Development of each report cannot begin until agreement on each specification is complete.

A proven strategy that combines the use of the Accela Civic Platform Quick Queries, Accela Ad-Hoc reports and custom reports developed by TruePoint, or Agency, can ensure that all required reporting requirements are met.

In terms of specific output, the following will be executed for this deliverable:
► List of identified reports with assigned responsibility for specification and development ► Completed Report Specification Documents for each report assigned to TruePoint TruePoint Responsibilities:
• Assist in determining level of effort for reports to assist with prioritization • Develop report specifications
Agency Responsibilities:
• Provide timely and appropriate responses to TruePoint's request for information • Make available the appropriate key users and content experts to participate in the report specification • Provide information and data in the formats specified by TruePoint that will be needed for agreement on the Deliverable
Acceptance Criteria:
• Agreement on prioritized list of reports that will be developed by TruePoint • Review and approval of individual Report Specifications documents. The Agency will not unreasonably withhold acceptance if the Agency requests changes to the reports specifications after the initial signoff of the specification by the Agency.

It is anticipated that the Agency will take two business days to review each Report Specification Document. (Report specifications will be delivered to the Agency one by one as they are created.

DELIVERABLE 108: REPORT DEVELOPMENT
TruePoint will develop custom documents/letters/reports per the specifications developed and approved in Deliverable 8B Report Specifications. Changes to the report specifications after approval can negatively impact project progress and the overall schedule. Therefore, changes to the report specifications after approval requires an analysis by TruePoint to determine the level of effort required, and if a change order would be required to complete the work.

TruePoint Responsibilities:
• Provide timely and appropriate responses to Agency's request for information Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 26 of34 ~ Accela
civic good
- --.. TrueP01nt; Solutions
• Develop reports per specifications in Crystal Report XI server format or later. • Assist in the validation of the reports in test environment Agency Responsibilities:
• Provide timely and appropriate responses to TruePoint's request for information • Make available the appropriate key users and content experts to participate in the report development and validation activities
• Request change order if changes to specifications are required Acceptance Criteria:
• Confirmation of report accuracy in the development or test environment per Report Specifications. • It is anticipated that the Agency will take 2 business days to review each Report. Reports will be delivered to the Agency one by one as they are created.

DELIVERABLE 11: ACCELA CITIZEN ACCESS CONFIGURATION
This deliverable includes setup and configuration of Accela Citizen Access (ACA) per the Requirements gathered in the To-Be Analysis Phase. TruePoint will work with the Agency representatives validate and implement Accela Citizen Access to extend certain aspects of the internal Accela Civic Platform configuration for use by the general public.

Specifically, the following items will be configured:
► Integration into existing Agency website (e.g. Agency website) via hyperlink ► Text Settings, including disclaimers, help text and watermarks ► Form Layout
► User registration settings
► User rights and permissions
In terms of specific output, the following will be executed for this deliverable:
► Accela Citizen Access Specifications Document (MS Word) ► Configure ACA
► Accela Citizen Access Admin Training
TruePoint Responsibilities:
• Setup Accela Citizen Access in Dev and Test environments • Assist agency in set up and validation of merchant account integration • Work with the Agency to determine which services to expose to the public via Accela Citizen Access • Create configuration specification for Accela Citizen Access based on analysis with the Agency • Configure the Online Record types defined in the System Configuration Document in Accela Citizen Access Agency Responsibilities:
• Obtain a merchant account (First Data), and deploy an internet-enabled payment engine • Validate that the configuration specification for Accela Citizen Access meets Agency requirements based on details from the Configuration phase of the project
• Perform testing of all Online Record types for purposes of validating the configuration Acceptance Criteria:
• Accela Citizen Access Configuration Analysis Document provides details of all configuration elements based on Accela Civic Platform back office configuration
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 27 of34 ~ Accela - ~ TrueP01nt; civic good Solutions
• The base configuration of Accela Citizen Access is configured as documented in the approved Accela Citizen Access Configuration Specification Document.
• Demonstration of the operational Accela Citizen Access functionality per the specification document(s) Acceptance Review Period:
• Ten (10) business days
DELIVERABLE 12: ACCELA GIS CONFIGURATION
TruePoint will configure Accela GIS to link and leverage existing Agency GIS information (ESRI Map service), including assistance with establishing the map service to be used in conjunction with Accela GIS. The following are the main objectives being pursued through the implementation of the Accela GIS:
• Look up permit information and parcel information from the Permitting system • View selection, location, and associated GIS information • Select one or more parcels and add new applications to the permit system • Auto-populate spatial attributes for a property in forms • Map XAPO data attributes
During AGIS configuration, TruePoint's technical staff will work with Agency IT staff to ensure that the components for hardware, software, database, network, and Internet are in place for the Accela GIS SUPP and PROD environments.

In terms of specific output, the following will be executed for this deliverable:
► Accela GIS installed on Agency server(s)
► [1) Dynamic Themes
► XAPO Attribute Mapping
► 4 hours of AGIS Admin Training
TruePoint Responsibilities:
• Configure Accela GIS software and perform quality assurance checks on the configuration and performance based on acceptance criteria mutually developed by TruePoint and the Agency • Demonstrate that the Accela GIS applications are operational in the Agency computing environment thus communicating with the Accela Civic Platform system
• Assist the Agency in identifying and developing Dynamic Themes Agency Responsibilities:
• Arrange for the availability of appropriate staff for the system installation, setup, testing, and quality assurance throughout the setup process
• Order and procure necessary hardware, non-Accela systems software, and networking infrastructure as specified by Accela
• Provide people and physical resources based on the dates outlined in the project schedule • Prepare the hardware, software, and network in accordance with the specifications provided by Accela • Provide TruePoint with network access for remote installation and testing • Provide information and data in the formats specified by Accela that will be needed for the GIS implementation.

Acceptance Criteria:
• Demonstration of operating Accela GIS in SUPP
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 28 of 34 ~ Accela - ~ TrueP01nt
civic good Solutions
DELIVERABLE 13: ACCELA MOBILE DEPLOYMENT
TruePoint will setup the Accela Mobile Gateway. As part of this deliverable TruePoint will perform the configuration tasks required to ensure the Accela Mobile Apps interfaces with Accela Civic Platform in both a test and production environment. Using Accela Mobile Apps, an Agency inspector can perform activities such as:
• Result inspections/investigations in either store/forward or wireless mode • Create or Review Record information in the field
• Print Reports in the field
In terms of specific output, the following will be executed for this deliverable:
► Demonstration of operation system per Accela Mobile APPS ► Accela Mobile Apps Ad min Training (2 hours)
TruePoint Responsibilities:
• Create configuration specifications for Accela Mobile Office based on analysis with the Agency • Configure Accela Mobile Apps
Acceptance Criteria:
• Accela Mobile Apps in the development or test environment is configured and tested • Mobile office app performs syncing operations without data loss under normal operating conditions: iPad app will sync data to Accela server over cell network when available and configured correctly.

Acceptance Review Period:
• Ten (10) business days total
STAGE 5 - READINESS
DELIVERABLE 14: TRAINING
TruePoint will provide on-site training for Agency staff that focuses on the administration, maintenance, and augmentation of its Accela Civic Platform configuration. Our aim is to educate Agency resources on all aspects of Accela Civic Platform in an effort to ensure the Agency is self-sufficient. This allows the Agency to best react to changing requirements and ongoing maintenance, which can allow the Agency to be reactive and significantly reduce system maintenance costs over time.

In terms of specific output, the following will be executed for this deliverable:
• Accela Civic Platform - Core Team Training -1 days (SME's and Admins) • Accela Civic Platform Ad min Training - 3 days (System Ad min) • Accela Civic Platform Business Rules Scripting (Basic) -1 day • Accela Civic Platform Database Schema Fundamentals -1 day (report writers) • Report Workshop Report Training 1 day of workshop training • Report Workshop Ad-Hoc Report Training 2 (2 hour) remote sessions • Train the Trainer Training Support 2 days
• End User Training 1 O days
TruePoint Responsibilities:

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 29 of34 ~ Accela
civic good
- ~ TrueP01nt; Solutions
• Coordinate with the Agency to define training schedule and coordination. • Deliver training per the specific requirements listed above.

Agency Responsibilities:
• Select and prepare the power-users who will be participating in the training and subsequently training end users.
• Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course. • For the Report Workshop agency, will need to provide a local Oracle environment loaded with a current copy of the configured Data Base. Crystal Report licenses will also be required for each student.

Acceptance Criteria:
• Execution of each listed training courses
DELIVERABLE 15: USER ACCEPTANCE TESTING (UAT) AND GO LIVE PREP This deliverable is comprised of the assistance TruePoint will provide to allow the Agency to accept that the solution meets the requirements as documented in all the deliverables.

TruePoint will provide support for training, oversight, answering questions and addressing issues discovered in User Acceptance Testing. It should be noted that it is critical that the Agency devote ample time and resources to his effort to ensure that the system is operating per signed specifications and ready for the move to production. The testing effort will require a significant time investment by the Agency, and coordination of resources is critical. At this point in the implementation process, the Agency should test individual components of functionality of the solution (i.e., functional and/or unit testing), and also test to ensure that the interrelated parts of the Accela Civic Platform solution are operating properly (i.e., integration testing).

TruePoint will provide assistance to the Agency by providing User Acceptance Testing (UAT) support and a defined testing process. TruePoint will address and rectify issues discovered during the UAT process as Agency staff executes testing activities.

If the Agency does not devote adequate time and staffing to UAT in order to completely test the solution, TruePoint may opt to postpone go-live at the Agency's expense. TruePoint will work diligently with Agency to ensure this does not occur and provide several opportunities for the Agency to add additional staff and time to this effort before recommending a postponement or delay.

In terms of specific output, the following will be executed for this deliverable:
► Resolution of issues resulting from Agency User Acceptance Testing ► Fully tested system that is ready to move to production for go-live TruePoint Responsibilities:
• Provide recommendations on testing strategy and best practices. • Lead the Agency in up to [6] weeks of User Acceptance testing effort and the validation of the system configuration and its readiness to be migrated to production for active use. • Resolution of issues as a result of User Acceptance Testing activities.

Agency Responsibilities:

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 30 of34 ~ Accela - ~ TrueP01nt
civic good Solutions
• Provide timely and appropriate responses to TruePoint's request for information. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency.
• Develop the User Acceptance test cases.
• Utilize the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable.

Acceptance Criteria:
• Completion of UAT (All P1 & P2 issues resolved)
STAGE 6 - DEPLOY
DELIVERABLE 16: PUBLIC WORKS GO-LIVE
The implementation of Public Works for the Construction, IDDE, Industrial Commercial records types is planned to take place 3 to 4 months from project start.

In terms of specific output, the following will be executed for this deliverable:
► Move Public Works record types to production
► Accela Civic Platform used in Production environment for Agency daily use TruePoint Responsibilities:
• Provide final configuration of Public Works Record Types. • Transfer the system configuration from Support to Production • Provide 2 days of user training specific to the Public Works configuration • Development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production
Agency Responsibilities:
• Provide technical and functional user support for pre-and post-Production Planning, execution, and monitoring
• Provide timely and appropriate responses to TruePoint's request for information • Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production
• Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency
Acceptance Criteria:
• Production system is used by the Agency for daily use DELIVERABLE 17: PRODUCTION SUPPORT
Production date is defined as the official date in which Accela Civic Platform moves from the test environment to production for daily Agency usage. This date will be agreed to by both TruePoint and the Agency at project inception. It may be altered only by change order agreed to by both parties. In the weeks prior to moving to Production, TruePoint will assist in final data conversions, system validation, staff preparation assistance and training, and coordination of deployment.

In terms of specific output, the following will be executed for this deliverable:

Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 31 of34 ~ Accela - ~ TrueP01nt; civic good Solutions
► Deployment support prior to moving to Production
► Setup of Integration points in Production
► Final Conversion run during cutover
► Accela Civic Platform used in Production environment for Agency daily use TruePoint Responsibilities:
• Provide on-site and remote resources for up to 100 hours to support the move to Production and PostProduction Support effort • With assistance from the Agency, lead the effort to transfer the system configuration and any required data from Support to Production
• Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production
Agency Responsibilities:
• Provide technical and functional user support for pre-and post Production Planning, execution, and monitoring
• Provide timely and appropriate responses to TruePoint's request for information • Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production
• Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency
Acceptance Criteria:
• Deployment support prior to moving to Production
• Production system is used by the Agency for daily use Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 32 of34 ~ Accela
civic good

APPENDIX D- DELIVERABLE ACCEPTANCE FORM
Please acknowledge acceptance by:

A
Date:

Agency Name:

Sign and fax this document to:

Accela, Inc.

YOUR NAME

YOUR TITLE
Tel:

Fax:

Approving Agency Manager:

TruePoint Manager:

Project Name / Code:

Contract I Agreement#:

B
OR
I
Agency agrees that TruePoint has successfully completed the following Deliverables:

Source/
Deliverable # Reference
Details
Service
A~reement
- ~ TrueP01nt; Solutions
Email this document as an
attachment to:

YOUR EMAIL
Agency agrees that True Point has successfully completed the Deliverables described above in accordance with the terms of the related Contract! Agreement.

APPROVALS: Agency Name
Signature
Title
Date
Agreement with TruePoint Solutions, LLC/Scope of Services/Exhibit A Page 33 of34 ~ Accela - ~ TrueP01nt
civic good

APPENDIX E - CHANGE ORDER
SAMPLE CHANGE ORDER- PAGE 1
Agency: CO #:

Project Code: Date:

Contract #/ PO #:

Initiating Department:

Initiated By:

Change Category: D Product D Project D Contract D Maintenance PROJECT CHANGE DESCRIPTION/TASK SUMMARY:

1. Log File
Issue details / scope impact:
• Schedule impact:
• Resource impact:
• Cost impact:

Total Project Schedule Impact:

Total Project Resource Impact:

Total Project Cost Impact:

I DISPOSITION COMMENTS:

Disposition: D Approved D Rejected D Closed D See Comments Date:

Solutions
The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change Order will act as a Work Authorization for TruePoint and/or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supersedes all other documents and discussions regarding this subject matter.

Accepted By: Accepted By:

City of Santa Clara TruePoint Solutions
By: By:

Print Name: Print Name:

Title: Title:

Date: Date:

Agreement with TruePoint Solutions, LLC/Scope of Se1vices/Exl1ibit A Page 34 of34

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed eight hundred eighty five thousand eighty two dollars ($885,082) which reflects the proposed cost plus a ten percent (10%) contingency, subject to budget appropriations.

Agreement with TruePoint Solutions, LLC/Fee Schedule/Exhibit B Rev. 06/22/17
Page I of 4
~ Accela - ~ TrueP01nt
civic good Solutions

PAYMENT TERMS
PAYMENT SCHEDULE:

The following worksheet lists the tasks and budgeted hours for time associated with each task.

TruePoint will perform the Services on a deliverable payment basis based on the nature and scope of the Services and associated completed and accepted Deliverables outlined in the SOW. The Deliverable price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and respons1 'bTt' 1 11es o f th e P a rt1es · , ass t t a e d . In thIS ' SOW 12 to 14 month Implementation
Task Hours Description
Project Initiation 48 l<ickoff and project planning
Public Works - Project Initiation (3 record Types - Construction, Due at project kickoff - expected 3 to 4 month project to get IDDE, Industrial Commercial) 112 Public Works live quickly Project Management 360 Project Management for the duration of the project Weekly project oversight, support for City Staff, working City Side Project Oversight (contracted consultant) 1,120 directly with TruePoint PM, City PM and City Management.

Installation (Cloud Hosted) 16 PROD and SUPP environments Analysis for.

Building (BLD, SER, CRN, MIC, PTL) Will expand into more types
Code Enforcement (Nuisance Code - weeds, trash, graffiti, etc.)
Planning (Project record with entitlements)
Configuration Analysis and Prototypes 420 Public Works (Site Dev, Encroachment, Sidewalk) System Configuration 520 Configuration based on Business Analysis Event Script Development (Including CSLB integration) 150 Business Automation Sc ripts Data Conversion - Tidemark 460 Full conversion of Tidemark Historical data Data Conversion - Fire Occupancy Data (Hdl) 180 Conversion of existing Fire Occupancy Data Data Conversion - Documents o Documents will be moved to Laserfiche Time for 20 to 30 reports, City will also support the Report Report Creation 300 creation effort
Training 160 Train the Trainer Approach
UAT and Go Live prep 120
Interface (XAPO integration) -Address, Parcel and owner 48 Interface - HdL Business Licensing Procedure to update Accela Licensed Professional with Bus 32 Lie . Number and expiration
Interface - Cashiering (Cash collected to Post back to Accela) Cash is collected in Cashiering system and will need to 80 update payment screen in Accela.

Interface - Payment Export to PeopleSofl) 80 Nightly Export Interface - Laserfiche 96 Integration to Laserfiche
Active Directory Integration (for Accela Hosted Client) Additional time needed for Active Directory integration in 48 Accela Hosted Environment
First Data payment adaptor for ACA 48
Accela Mobile Cloud and APP Setup 40
Accela Citizen Access Configuration (Civic Pay as payment adapt 120 Accela GIS Configuration 64
Public Works - Go Live (3 record Types - Construction, IDDE, Due at Public Works Go Live - expected 3 to 4 month project Industrial Commercial 112 to get Public Works live quickly.

Go Live Support 80
Electronic Document Review (EDR) with Bluebeam or DigEplan 180 BlueBeam or DigEplan Integration Service Totals 4,994
Agreement with TruePoint Solutions, LLC/Fee Schedule/Exhibit B Page 2 of 4 ~ Accela - ~ TrueP01nt; civic good Solutions
Deliverable Description Amount
Contract Project Initiation, on contract signing 10% $37,671 Public Works - Project Initiation (3 record Types - Construction, Proj Start IDDE, Industrial Commercial $17,668
1 Project Initiation $7,292
2 System Installation (PROD environment) $2,430
3a Configuration Analysis Documents (Building and Planning) $31,905 3b Configuration Analysis Documents (Public Works, Fire, Code) $31,905 4 Solution Foundation Configuration $19,240
Sa System Configuration (Building, Planning, and Code) $29,881 Sb System Configuration (Public Works, Licensing, and Code) $29,881 6 Electronic Document Review Integration $27,347
7 Event Management Scripting Ass istance $22,789
8a Historical Data Conversion Document Specification $36,825 8b Historical Data Conversion First Full Run (Tidemark and Hdl) $38,480 8c Historical Data Final Test Run $21,786
9a APO $7,292
9b Hdl $4,861
9c Cashiering $12,154
9d Export to Peoplesoft $12,154
9e Laserfiche $15,161
9f AD integration for hosted site $7,965
9g First Data Payment Adaptor $7,580
10 Report Creation 300 hours $45,579
11 ACA Configuration $18,231
12 AGIS Configuration $8,508
13 Mobile Setup $5,904
14 Training $24,308
15 User Acceptance Testing (UAT) $31,685
Public Works - Go Live (3 record Types - Construction, IDDE, 16 Industrial Commercial $17,668
17 Due upon final system acceptance 10% (or 30 Days after Go Live) $37,672 Monthly City Side Project Oversight ($11,200 per month) $156,800 Total $768,620
Travel Expense Estimate $36,000
Total Travel & Service $804,620
Agreement with TruePoint Solutions, LLC/Fee Schedule/Exhibit B Page 3 of 4 ~ Accela
civic good
- ~ TrueP01nt; Solutions
CUPA: The pricing above does not include integration to CUPA. Accela is creating a generic CUPA import/export routine that has not been fully released. As an estimate integration to CUPA could add as much as $20,000 to $50,000 in services to the SOW. It is recommended that any further discussion on CUPA is put on hold until we can determine if a standard integration from Accela can be used.

EXPENSES:

Actual amounts of any reasonable and customary travel expenses incurred during the performance of services under this SOW will be billed to Agency. TruePoint will bill Agency for actual expenses incurred for travel and lodging/living, as well as other approved out-of-pocket expenses (such as mileage, parking, tolls, and telecommunications charges).

TruePoint will work with Agency to manage and control its expenses and will not incur expenses more than the initial contracted budget below without Agency's prior written consent. Expense receipts will be made available as requested by Agency. Total estimated expenses are based on past TruePoint engagement experience. Travel time is billed at a rate of $100hr. Travel time charges will not exceed 3 hours each way per on-site trip. Should the customer require more onsite travel than estimated above, a Change Order will be required prior to additional travel commencing to cover the cost of the travel budget.

CONTRACT SUM:

The total amount payable under this Agreement is therefore $804,620 including travel expenses and travel time.

PROJECTS PUT ON HOLD:

It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. The Agency must send a formal written request sent to TruePoint to put the project on hold. A project can be on hold for up to 90 days without invoking the termination clause (see Services Agreement). After that time, TruePoint can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing.

Agreement with TruePoint Solutions, LLC/Fee Schedule/Exhibit B Page 4 of 4

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

EXHIBITC

INSURANCE REQUIREMENTS

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

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

Agreement with TruePoint Solutions, LLC/Insurance Requirements/Exhibit C Rev. 06/22/17

Page 1 of 4 ends

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transpo1ied or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

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

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be paii of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

Page 2 of 4 ends

Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.

4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set f01ih in Sections A through D of this Exhibit C, above.

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

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

Agreement with TruePoint Solutions, LLC/Insurance Requirements/Exhibit C Rev. 06/22/17

Page 3 of 4 ends

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

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

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

EBIX Inc.

City of Santa Clara, Community Development, Building Division P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

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

Agreement with TruePoint Solutions, LLC/Insurance Requirements/Exhibit C Rev. 06/22/17

Page 4 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

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

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

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

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a pa1inership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent ( I 0%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any comi of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forge1y, bribe1y, falsification or destruction ofrecords, making false statements, failure to pay tax obligations, receiving stolen prope1iy, collusion or conspiracy.

Agreement with TruePoint Solutions, LLC/Ethical Standards for Contractors/Exhibit D Rev. 06/22/17
Page I of2

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

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

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

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

C. In the event a prospective Contractor ( or bidder) is ruled ineligible ( debarred) to pa1iicipate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thitiy (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the oppo1iunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

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

Agreement with TmePoint Solutions, LLC/Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

Page 2 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE .

CITY OF SANTA CLARA, CALIFORNIA,
AND

TRUEPOINT SOLUTIONS, LLC

EXHIBIT E

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

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

The above assertions are true and correct and are made under penalty of pe1;jury under the laws of the State of California.

TRUEPOINT SOLUTIONS, LLC
Title: Chief Executive Officer

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

Agreement with TruePoint Solutions, LLC/Affidavit of Compliance with Ethical Standards/Exhibit E Page I of2 Rev. 06/22/17

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

State of California
County of Pacer 1
On May 25, 2018 before me, Matthew R. Cohagan
(insert name and title of the officer)
personally appeared Kent Johnson, Chief Executive Officer, TruePoint Solutions, LLC who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
(Seal)
1 | P a g e

AUTHORIZED

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES
SPECIAL ITEM NUMBER 54151S - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES FSC/PSC Class D302 IT AND TELECOM- SYSTEMS DEVELOPMENT
FSC/PSC Class D306 IT AND TELECOM- SYSTEMS ANALYSIS
FSC/PSC Class D307 IT AND TELECOM- IT STRATEGY AND ARCHITECTURE FSC/PSC Class D308 IT AND TELECOM- PROGRAMMING
FSC/PSC Class D311 IT AND TELECOM- DATA CONVERSION
TruePoint Solutions, LLC
3262 Penryn Road, 100-B
Loomis, CA. 95650
916-259-1293 ph
916-256-1975 fax
www.truepointsolutions.com
[email protected]
Contract Number: GS-35F-025BA
Period Covered by Contract: October 11, 2023 to October 10, 2028 General Services Administration
Federal Acquisition Service
Pricelist current through Modification # A863
Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal Acquisition Service’s Home Page via the Internet at http://www.fss.gsa.gov/ - ' TrueP01nt; Solutions
2 | P a g e
Table of Contents
SPECIAL ITEM NUMBER 54151S - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES 1 SPECIAL NOTICE TO AGENCIES: Small Business Participation 4

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE TO ALL SPECIAL ITEM NUMBERS

1. GEOGRAPHIC SCOPE OF CONTRACT: 4

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION: 4

3. LIABILITY FOR INJURY OR DAMAGE 5

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279: 5

5. FOB DESTINATION 5

6. DELIVERY SCHEDULE 5

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have beendeducted. 6

8. TRADE AGREEMENTS ACT OF 1979, as amended: 6

9. STATEMENT CONCERNING AVAILABILITY OF EXPORTPACKING: 6

10. Small Requirements: The minimum dollar value of orders to be issued is$100.00. 6

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.) 6

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULECONTRACTS 6

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS 6

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): 6

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS): 7

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003) 7

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES: 8

16. GSA ADVANTAGE! 8

17. PURCHASE OF OPEN MARKET ITEMS 8

18. CONTRACTOR COMMITMENTS, WARRANTIES ANDREPRESENTATIONS 8

19. OVERSEAS ACTIVITIES 9

20. BLANKET PURCHASE AGREEMENTS (BPAs) 9

21. CONTRACTOR TEAM ARRANGEMENTS 9

22. INSTALLATION, DEINSTALLATION, REINSTALLATION 9

23. SECTION 508 COMPLIANCE. 9

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLYSCHEDULES. 10

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR52.228-5) 10

26. SOFTWARE INTEROPERABILITY. 10

27. ADVANCE PAYMENTS 10

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. SCOPE 11

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000) 11

3. ORDER 11

4. PERFORMANCE OF SERVICES 11

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989) 12

6. INSPECTION OF SERVICES 12
3 | P a g e

7. RESPONSIBILITIES OF THE CONTRACTOR 12

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY 12

9. INDEPENDENT CONTRACTOR 12

10. ORGANIZATIONAL CONFLICTS OF INTEREST 13

11. INVOICES 13

12. PAYMENTS 13

13. RESUMES 14

14. INCIDENTAL SUPPORT COSTS 14

15. APPROVAL OF SUBCONTRACTS 14

16. DESCRIPTION OF IT PROFESSIONAL SERVICES ANDPRICING 14 BLANKET PURCHASE AGREEMENT 18
BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS” 19 Terms and Conditions Applicable to Information Technology (IT) Professional Services (Special Item Number 54151S)
USA commitment to promote small business participation procurement programs 19 4 | P a g e

INFORMATION FOR ORDERING ACTIVITIES APPLICABLE

TO ALL SPECIAL ITEM NUMBERS
SPECIAL NOTICE TO AGENCIES: Small Business Participation SBA strongly supports the participation of small business concerns in the Federal Acquisition Service. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Federal Supply Schedules, and to report accomplishments against these goals.

For orders exceeding the micropurchase threshold, FAR 8.404 requires agencies to consider the catalogs/pricelists of at least three schedule contractors or consider reasonably available information by using the GSA Advantage! online shopping service (www.gsaadvantage.gov). The catalogs/pricelists, GSA Advantage! and the Federal Acquisition Service Home Page (www.fss.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting pricelists for a best value determination.

For orders exceeding the micropurchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

1. GEOGRAPHIC SCOPE OFCONTRACT:

Domestic delivery is delivery within the 48 contiguous states, Alaska, Hawaii, Puerto Rico, Washington, DC, and U.S. Territories. Domestic delivery also includes a port or consolidation point, within the aforementioned areas, for orders received from overseas activities.

Overseas delivery is delivery to points outside of the 48 contiguous states, Washington, DC, Alaska, Hawaii, Puerto Rico, and U.S. Territories.

Offerors are requested to check one of the following boxes:
[ ] The Geographic Scope of Contract will be domestic andoverseas delivery. [ ] The Geographic Scope of Contract will be overseas deliveryonly. [X] The Geographic Scope of Contract will be domestic deliveryonly.

2. CONTRACTOR’S ORDERING ADDRESS AND PAYMENT INFORMATION:

TruePoint Solutions
3262 Penryn Road, 100B
Loomis, CA. 95650
Contractor must accept the credit card for payments equal to or less than the micro-purchase for oral or written orders under this contract. The Contractor and the ordering agency may agree to use the credit card for dollar amounts over the micro-purchase threshold (See GSAR 552.232-79 Payment by Credit Card). In addition, bank account information for wire transfer payments will be shown on the invoice.

The following telephone number(s) can be used by ordering activities to obtain technical and/or ordering assistance:

T: 916 -259-1293
F: 916-256-1975
5 | P a g e

3. LIABILITY FOR INJURY OR DAMAGE
The Contractor shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. STATISTICAL DATA FOR GOVERNMENT ORDERING OFFICE COMPLETION OF STANDARD FORM 279:

Block 9: G. Order/Modification Under Federal Schedule
Block 16: Data Universal Numbering System (DUNS) Number: _836971718:

Type of Contractor – B
A. Small Disadvantaged Business
B. Other Small Business
C. Large Business
G. Other Nonprofit Organization
L. Foreign Contractor
Block 31: Woman-Owned Small Business - NO
Block 36: Contractor's Taxpayer Identification Number (TIN): 20-1664808 4a. CAGE Code: 6DAPO
Contractor has registered with the Central Contractor Registration Database.

5. FOB DESTINATION

6. DELIVERY SCHEDULE
a. TIME OF DELIVERY: The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

SPECIAL ITEM NUMBER DELIVERY TIME (Days ARO)
54151S Days TBD @ Task Order Level
b. URGENT REQUIREMENTS: When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, ordering activities are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. DISCOUNTS: Prices shown are NET Prices; Basic Discounts have beendeducted. a. Prompt Payment: Net 30 Days from receipt of invoice or date of acceptance b. Quantity none
c. Dollar Volume : For a Single order over $250 k gets an additional3% d. Government Educational Institutions same
e. Other none

8. TRADE AGREEMENTS ACT OF 1979, as amended:

All items are U.S. made end products, designated country end products, Caribbean Basin country end products, 6 | P a g e
Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. STATEMENT CONCERNING AVAILABILITY OF EXPORTPACKING:

10. Small Requirements: The minimum dollar value of orders to be issued is$100.00.

11. MAXIMUM ORDER (All dollar amounts are exclusive of any discount for prompt payment.) a. The Maximum Order value for the following Special Item Numbers (SINs)is $500,000:

Special Item Number 54151S - Information Technology ProfessionalServices

12. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULECONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement ofwork. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work.

13. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATION STANDARDS REQUIREMENTS: ordering activities acquiring products from this Schedule must comply with the provisionsof the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be responded to promptly by the Contractor.

13.1 FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S.

Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2 FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FEDSTD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301)975-2833. 7 | P a g e

14. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV2003) (a) Security Clearances: The Contractor may be required to obtain/possess varying levels of security clearancesin the performance of orders issued under this contract. All costs associated with obtaining/possessing such security clearances should be factored into the price offered under the Multiple Award Schedule. (b) Travel: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on orders placed under the Multiple Award Schedule. Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges.
(c) Certifications, Licenses and Accreditations: As a commercial practice, the Contractor may be requiredto obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. (d) Insurance: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing suchinsurance should be factored into the price offered under the Multiple Award Scheduleprogram. (e) Personnel: The Contractor may be required to provide key personnel, resumes or skill category descriptionsin the performance of orders issued under this contract. Ordering activities may require agency approval of additions or replacements to keypersonnel.
(f) Organizational Conflicts of Interest: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part

9.5. (g) Documentation/Standards: The Contractor may be requested to provide products or services in accordancewith rules, regulations, OMB orders, standards and documentation as specified by the agency’s order. (h) Data/Deliverable Requirements: Any required data/deliverables at the ordering level will be as specifiedor negotiated in the agency’s order.
(i) Government-Furnished Property: As specified by the agency’s order, the Government may provideproperty, equipment, materials, or resources asnecessary.
(j) Availability of Funds: Many Government agencies’ operating funds are appropriated for a specific fiscal year.

Funds may not be presently available for any orders placed under the contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. (k) Overtime: For professional services, the labor rates in the Schedule should not vary by virtue of the Contractor having worked overtime. For services applicable to the Service Contract Act (as identified in the Schedule),the labor rates in the Schedule will vary as governed by labor laws (usually assessed a time and a half of the labor rate).
8 | P a g e

15. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES:

Any ordering activity, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4)

16. GSA ADVANTAGE!
GSA Advantage! is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule prices with ordering information. GSA Advantage! will allow the user to perform varioussearches across all contracts including, but not limited to:
(1) Manufacturer;
(2) Manufacturer's Part Number; and
(3) Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex.:

Netscape). The Internet address is http://www.gsaadvantage.gov

17. PURCHASE OF OPEN MARKET ITEMS
NOTE: Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f).

For administrative convenience, an ordering activity contracting officer may add items not on the Federal Supply Multiple Award Schedule (MAS) -- referred to as open market items -- to a Federal Supply Schedule blanket purchase agreement (BPA) or an individual task or delivery order, only if- (1) All applicable acquisition regulations pertaining to the purchase of the items not on the Federal Supply Schedule have been followed (e.g., publicizing (Part 5), competition requirements (Part 6), acquisition of commercial items (Part 12), contracting methods (Parts 13, 14, and 15), and small business programs (Part 19));
(2) The ordering activity contracting officer has determined the price for the items not on the Federal Supply Schedule is fair and reasonable;
(3) The items are clearly labeled on the order as items not on the Federal Supply Schedule; and (4) All clauses applicable to items not on the Federal Supply Schedule are included in theorder.

18. CONTRACTOR COMMITMENTS, WARRANTIES ANDREPRESENTATIONS a. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedulecontract:
(1) Time of delivery/installation quotations for individualorders; (2) Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.
(3) Any representations and/or warranties concerning the products made in any literature,description, drawings and/or specifications furnished by theContractor. b. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19. OVERSEAS ACTIVITIES
The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of 9 | P a g e
equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

NOT OFFERED
Upon request of the Contractor, the ordering activity may provide the Contractor with logistics support, asavailable, in accordance with all applicable ordering activity regulations. Such ordering activity support will be provided on a reimbursable basis and will only be provided to the Contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract.

20. BLANKET PURCHASE AGREEMENTS (BPAs)
The use of BPAs under any schedule contract to fill repetitive needs for supplies or services is allowable. BPAs may be established with one or more schedule contractors. The number of BPAs to be established is within the discretion of the ordering activity establishing the BPA and should be based on a strategy that is expected to maximize the effectiveness of the BPA(s). Ordering activities shall follow FAR 8.405-3 when creating and implementing BPA(s).

21. CONTRACTOR TEAM ARRANGEMENTS
Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

22. INSTALLATION, DEINSTALLATION, REINSTALLATION
The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall received less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract.

However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act applies.

The ordering activity issuing the task order against this contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis-Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, deinstallation, and reinstallation services under SIN 132-8 or 132-9.

23. SECTION 508 COMPLIANCE.

I certify that in accordance with 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), FAR 39.2, and the Architectural and Transportation Barriers Compliance Board Electronic and Information Technology (EIT) Accessibility Standards (36 CFR 1194) General Services Administration (GSA), that all IT hardware/software/services are 508 compliant:

Yes X
No
The offeror is required to submit with its offer a designated area on its website that outlines the Voluntary Product Accessibility Template (VPAT) or equivalent qualification, which ultimately becomes the Government Product Accessibility Template (GPAT). Section 508 compliance information on the supplies and services in this contract are available at the following website address(URL):

The EIT standard can be found at: www.Section508.gov/.
10 | P a g e

24. PRIME CONTRACTOR ORDERING FROM FEDERAL SUPPLYSCHEDULES.

Prime Contractors (on cost reimbursement contracts) placing orders under Federal Supply Schedules, on behalf of an ordering activity, shall follow the terms of the applicable schedule and authorization and include with each order – (a) A copy of the authorization from the ordering activity with whom the contractor has the prime contract (unless a copy was previously furnished to the Federal Supply Schedule contractor); and (b) The following statement:

This order is placed under written authorization from dated . In the event of any inconsistency between the terms and conditions of this order and those of your Federal Supply Schedule contract, the latter will govern.

25. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR52.228-5) (a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. (b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—
(1) For such period as the laws of the State in which this contract is to be performed prescribe;or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

26. SOFTWARE INTEROPERABILITY.

Offerors are encouraged to identify within their software items any component interfaces that support open standard interoperability. An item’s interface may be identified as interoperable on the basis of participation in a Government agency-sponsored program or in an independent organization program. Interfaces may be identified by reference to an interface registered in the component registry located at http://www.core.gov.

27. ADVANCE PAYMENTS
A payment under this contract to provide a service or deliver an article for the United States Government may not be more than the value of the service already provided or the article already delivered. Advance or pre-payment is not authorized or allowed under this contract. (31 U.S.C. 3324)

TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. SCOPE
a. The prices, terms and conditions stated under Special Item Number 54151S Information Technology Professional Services apply exclusively to IT Professional Services within the scope of thisInformation Technology Schedule.
b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as 11 | P a g e
agreed to by the Contractor and the orderingactivity.

2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000) a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket PurchaseAgreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER
a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will takeprecedence.

4. PERFORMANCE OF SERVICES
a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.
b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the orderingactivity.
c. The ordering activity should include the criteria for satisfactory completion for each task in the Statementof Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.
12 | P a g e

5. STOP-WORK ORDER (FAR 52.242-15) (AUG1989)
(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either- (1) Cancel the stop-work order; or
(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of thiscontract.
(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- (1) The stop-work order results in an increase in the time required for, or in the Contractor'scost properly allocable to, the performance of any part of this contract;and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period ofwork stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. (c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.
(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES
The Inspection of Services–Fixed Price (AUG 1996) (Deviation 1 – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor-Hour (May 2001) (Deviation 1 – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

7. RESPONSIBILITIES OF THECONTRACTOR
The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Deviation – Dec 2007) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERINGACTIVITY
Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services.

9. INDEPENDENT CONTRACTOR
13 | P a g e
All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST
a. Definitions.
“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.
“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests ofthe ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES
The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS
For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (OCT 2008) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (OCT 2008) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Timeand-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition As prescribed in 16.601(e)(3), insert the following provision:
(a) The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.
(b) The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—
(1) The offeror;
(2) Subcontractors; and/or
(3) Divisions,subsidiaries, or affiliates of the offeror under a common control. 14 | P a g e

13. RESUMES
Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS
Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS
The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order.

16. DESCRIPTION OF IT PROFESSIONAL SERVICES ANDPRICING
While the TruePoint team is comprised of some of the most effective consultants in the industry, there are nominal instances where this success is not a direct result of the conferral of a college degree, but rather, of a broad range of lived project experience, ultimately generating success at a significant number of TruePoint (and other agency) engagements.

TruePoint’s methodology for replacement substitutes five years of successful project experience for a BS degree. There are only a few employees at our firm who do not possess a four year degree, but we would insist that their accomplishments (as demonstrated in their resumes) provide ample evidence of their efficacy. a. The Contractor shall provide a description of each type of IT Service offered under Special Item Numbers 54151S IT Professional Services should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided. b. Pricing for all IT Professional Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices.

SIN SERVICE

PRICE OFFERED TO
GSA (including IFF)
54151S Business Analyst $157.93
54151S Implementation Consultant I $147.42
54151S Project Manager $173.73
54151S Report Dev Consultant $147.42
54151S Technical Consultant $147.42
54151S Trainer $173.73
54151s Web Consultant $173.73
15 | P a g e
Service Brief Description Yrs of
Experience
Min Education
Requirements
Project Manager Heads entire scope of project and serves as the TruePoint point of contact for the agency.

Prepares regular status reports to summarize
progress of the project.
7yrs
Bachelor's of
Science
Report Development
Consultant
Responsible for creating customized reports.

Provides services to extend your system's
reporting functions and performance or migrate
your technology to the latest platform and
benefits. Our Reporting Consultants work
closely with each client to plan, build, and test
reports.
4yrs
Bachelor's of
Science
Implementation
Consultant I
Configure, test, and implement software totrack
government activities. Conduct training for
users and administrators of the system. Design
reports to meet customer specifications.
5yrs
Bachelor's of
Science
Business Analyst
Responsible for business process analysis and
reengineering efforts, as well as requirements
collection and documentation.
8yrs Bachelor's of
Science
Technical Consultant
Responsible for data conversion during
implementation process, ensuring that data
integrity is maintained throughout.
6yrs
Bachelor's of
Science
Web Consultant
Assist customers with developing and designing
a customized public access portal to provide
citizen access to the database.
5yrs Bachelor's of
Science
Trainer
The Trainer provides administrative training,
core team setup training and end user training
to Agency staff.
5yrs
Bachelor's of
Science
16 | P a g e

USA COMMITMENT TO PROMOTE SMALLBUSINESSPARTICIPATION PROCUREMENT

PROGRAMS

PREAMBLE
TruePoint Solutions, LLC provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT
To actively seek and partner with small businesses.

To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical.

To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns.

To undertake significant efforts to determine the potential of small, small disadvantaged and women-owned small business to supply products and services to our company.

To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.

To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner.

To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities.

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. To accelerate potential opportunities please contact
Kent Johnson [email protected] 916-259-1293 ph 916-256-1975 fax 916-607-4490 cell
17 | P a g e
(Insert Customer Name)

BEST VALUE

BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE
In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s) .

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6.

This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures
Ordering Activity Date Contractor Date
18 | P a g e

BPA NUMBER
(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT
Pursuant to GSA Federal Supply Schedule Contract Number(s) , Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (ordering activity):
(1) The following contract items can be ordered under this BPA. All orders placed against this BPA aresubject to the terms and conditions of the contract, except as notedbelow:

MODEL NUMBER/PART NUMBER *SPECIAL BPADISCOUNT/PRICE
(2) Delivery:

DESTINATION DELIVERY SCHEDULES / DATES
(3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be .
(4) This BPA does not obligate any funds.
(5) This BPA expires on or at the end of the contract period, whichever isearlier. (6) The following office(s) is hereby authorized to place orders under this BPA:

OFFICE POINT OFCONTACT
(7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper. (8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied bydelivery tickets orsales slips that must contain the following information as aminimum:
(a) Name of Contractor;
(b) Contract Number;
(c) BPA Number;
19 | P a g e
(d) Model Number or National Stock Number(NSN);
(e) Purchase Order Number;
(f) Date of Purchase;
(g) Quantity, Unit Price, and Extension of Each Item(unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and
(h) Date of Shipment.
(9) The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event ofan inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence.
*******************************************************************************************

BASIC GUIDELINES FOR USING
“CONTRACTOR TEAM ARRANGEMENTS”
Federal Supply Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when responding to a ordering activity requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:
• The customer identifies theirrequirements.
• Federal Supply Schedule Contractors may individually meet the customers needs, or- • Federal Supply Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s requirement.
• Customers make a best value selection.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-463 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations 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.” In 2014, Silicon Valley Power (SVP) developed a position called Fiber Splicing Technician as an inhouse position to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning, and positioning fiber optic equipment for new connections to the fiber network. Fiber Splicing Technicians also perform fusion splicing at building entrances and in maintenance spaces. Currently, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to the SVP Fiber Enterprise. Each interconnection can be unique involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network. Technician time is tracked hourly and not on a per fiber basis.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

City of Santa Clara Page 1 of 4 Printed on 5/31/2024
powered by Legistar™
24-463 Agenda Date: 6/4/2024
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 and repairing the fiber optic 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 following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#1643
Location: 6001 America Center Drive - 3080 Raymond Street Type of Service: Network Expansion
Description of Work: Pull fiber cable and terminate into buildings at 6001 and 6201 America Center Drive for network expansion into new buildings.

Estimated Cost: $2,653
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Fiber Revenue
Estimate Number: FWM#1644
Location: 1100 Space Park Drive - Stender Way
Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new route from 1100 Space Park Drive to 2972 Stender Way for a fiber lease customer.

Estimated Cost: $11,940
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1649
Location: 3080 Raymond Street - 6201 America Center Drive Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new route from 3080 Raymond to 6201 America Center Drive for a fiber lease customer.

Estimated Cost: $13,931
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1650
Location: 5101 Lafayette Street - 6201 America Center Drive Type of Service: New Business
Description of Work: Splice, terminate and test fibers for a new route from 5101 Lafayette to 6201 America Center Drive for a fiber lease customer.

Estimated Cost: $9,950
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
City of Santa Clara Page 2 of 4 Printed on 5/31/2024
powered by Legistar™
24-463 Agenda Date: 6/4/2024
Source of Revenue: Developer Contribution
Estimate Number: FWM#1652
Location: 5020 Stars and Stripes Drive to 1990 Walsh Avenue Type of Service: Fiber Install
Description of Work: Splice, terminate and test fibers.

Estimated Cost: $6,677
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1662
Location: 881 Martin Avenue to 1100 Space Park Drive
Type of Service: Fiber Install
Description of Work: Splice, terminate and test fibers.

Estimated Cost: $10,952
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1464
Location: 2905 Stender Way
Type of Service: Fiber Install
Description of Work: Air-blow, splice, terminate and test fibers.

Estimated Cost: $28,105
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: 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 Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations, as the proposed work involves the construction or installation of a limited number of small fiber 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 $84,208, are included in the Fiscal Year 2023/24 Budget, Fiber Development, Design, and Expansion project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP 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.

City of Santa Clara Page 3 of 4 Printed on 5/31/2024
powered by Legistar™
24-463 Agenda Date: 6/4/2024

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 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 6001 America Center Drive to 3080 Raymond Street, 1100 Space Park Drive to 2972 Stender Way, 3080 Raymond Street to 6201 America Center Drive, 5101 Lafayette Street to 6201 America Center Drive, 5020 Stars and Stripes Drive to 1990 Walsh Avenue, 881 Martin Avenue to 1100 Space Park Drive, and 2905 Stender Way 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 D. Grogan, City Manager
City of Santa Clara Page 4 of 4 Printed on 5/31/2024
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-523 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces for Projects Located at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

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.

Estimate Number: 39462
Location: 2913 Cabrillo Avenue
Type of Service: New Business (2005)
Description of Work: Remove existing streetlights to be replaced by wireless carrier and install underground wires to new streetlight.

Estimated Cost: $3,349
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39428
Location: 2880 Scott Boulevard
Type of Service: New Business (2005)
Description of Work: Remove 1 vacuum switch and ± 740' high voltage conductor. Install 1 City of Santa Clara Page 1 of 3 Printed on 5/31/2024
powered by Legistar™
24-523 Agenda Date: 6/4/2024
vacuum disconnect switch, ± 500' high voltage conductor, 6 splices, 6 connectors, and 1 - 12kv service meter.

Estimated Cost: $140,197
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39282
Location: 2950 Patrick Henry Avenue
Type of Service: Load Increase
Description of Work: Padmount transformer upgrade for commercial service upgrade.

Estimated Cost: $26,363
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 section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations 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 $169,909, are included in the FY 2023/24 Adopted CIP 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.

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 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 2913 Cabrillo Avenue, 2880 Scott Boulevard, and 2950 Patrick Henry Avenue are better City of Santa Clara Page 2 of 3 Printed on 5/31/2024
powered by Legistar™
24-523 Agenda Date: 6/4/2024
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 D. Grogan, City Manager
City of Santa Clara Page 3 of 3 Printed on 5/31/2024
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-289 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Filing of an Application with the Metropolitan Transportation Commission for Allocation of Transportation Development Act Article 3, Pedestrian and Bicycle Project Funding for Fiscal Year 2024/25

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Santa Clara Valley Transportation Authority (VTA), as the County of Santa Clara Congestion Management Agency (CMA), is soliciting project proposals from cities for Fiscal Year 2024/25 Transportation Development Act Article 3 (TDA) grant funding. TDA funds may be used for bicycle or pedestrian related improvement projects and funding is derived from a quarter cent of the general sales tax collected statewide. The Metropolitan Transportation Commission (MTC) delegated authority to the VTA, as the local CMA, to coordinate how funds are spent within the County. An authorizing Resolution (Attachment 1) is required for the City of Santa Clara to apply for TDA funds from the VTA. VTA will submit a consolidated application to the MTC for its final approval. Once MTC approves the allocation of funds, local agencies have three years to complete projects and submit a claim for reimbursement. The TDA grant program guarantees annual funds for each City and allows funds to be saved up to four years.

On May 9, 2023, the City Council adopted a resolution authorizing the filing of an application with the MTC for allocation of TDA Fiscal Year 2023/24 funds to design and install high priority curb ramps in the City. Staff is currently in the design process for this project.

DISCUSSION
The City has approximately $191,822 of guaranteed TDA funds available in Fiscal Year 2024/25.

Staff recommends that these funds be used to construct additional curb ramps at priority locations in the City. At the Bicycle and Pedestrian Advisory Committee (BPAC) meeting on April 1, 2024, the BPAC discussed and supported staff’s recommendation.

ENVIRONMENTAL REVIEW
The proposed action of applying for grant funding is not a project pursuant to the California Environmental Quality Act (CEQA) Guidelines Section 15378(b). Appropriate environmental review consistent with CEQA will be completed prior to specific project action.

FISCAL IMPACT
The Fiscal Year 2024/25 TDA grant funding application submitted by staff will request funding in the amount of approximately $191,822 to construct curb ramps at priority locations. A budget amendment City of Santa Clara Page 1 of 2 Printed on 5/31/2024
powered by Legistar™
24-289 Agenda Date: 6/4/2024
to appropriate this funding within the City’s Capital Improvement Budget will occur after the City receives confirmation from the VTA that MTC has approved the allocation of funds for the project.

It is estimated that the City will receive notification from the MTC in November 2024. There are no local match requirements for this project.

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

At the Bicycle and Pedestrian Advisory Committee (BPAC) meeting on April 1, 2024, the BPAC discussed and supported staff’s recommendation to construct curb ramps at priority locations listed in the Pedestrian Master Plan and consistent with the priorities of the ADA Transition Plan.

RECOMMENDATION
Adopt a Resolution Authorizing the Filing of an Application with the Metropolitan Transportation Commission for Allocation of Transportation Development Act Article 3, Pedestrian and Bicycle Project Funding for Fiscal Year 2024/25.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager

ATTACHMENT

1. Resolution
City of Santa Clara Page 2 of 2 Printed on 5/31/2024
powered by Legistar™
RESOLUTION NO. __

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, AUTHORIZING THE FILING OF AN

APPLICATION WITH THE METROPOLITAN

TRANSPORTATION COMMISSION FOR ALLOCATION OF
TRANSPORTATION DEVELOPMENT ACT ARTICLE 3,

PEDESTRIAN AND BICYCLE PROJECT FUNDING FOR
FISCAL YEAR 2024/25
WHEREAS, Article 3 of the Transportation Development Act (TOA), Public Utilities Code (PUC) Section 99200 et seq., authorizes the submission of claims to a regional transportation planning agency for the funding of projects exclusively for the benefit and/or use of pedestrians and bicyclists;
WHEREAS, the Metropolitan Transportation Commission (MTC), as the regional transportation planning agency for the San Francisco Bay region, has adopted MTC Resolution No.4108, Revised, entitled "Transportation Development Act, Article 3, Pedestrian and Bicycle Projects," which delineates procedures and criteria for submission of requests for the allocation of "TOA Article 3" funding; WHEREAS, MTC Resolution No. 4108, Revised requires that requests for the allocation of TOA Article 3 funding be submitted as part of a single, countywide coordinated claim from each county in the San Francisco Bay region; and,
WHEREAS, the City of Santa Clara desires to submit a request to MTC for the allocation of TOA Article 3 funds to support the projects described in Attachment B to this resolution, which are for the exclusive benefit and/or use of pedestrians and/or bicyclists.

BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City of Santa Clara declares it is eligible to request an allocation of TOA Article 3 funds pursuant to Section 99234 of the Public Utilities Code;

2. That there is no pending or threatened litigation that might adversely affect the project or projects described in Attachment B to this resolution, or that might impair the ability of the City of Santa Clara to carry out the project;

3. That the project has been reviewed by the Bicycle and Pedestrian Advisory Resolution/Authorization to file application for FY24/25 TOA Funds Rev: 11 /22/17

Page 1 ends

Committee (BPAC) of the City of Santa Clara;

4. That the City of Santa Clara attests to the accuracy of and approves the statements in Attachment A to this resolution; and

5. That a certified copy of this resolution and its attachments, and any accompanying supporting materials shall be forwarded to the congestion management agency, countywide transportation planning agency, or county association of governments, as the case may be, of Santa Clara County for submission to MTC as part of the countywide coordinated TOA Article 3 claim.

6. 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
THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

DAY OF ____ , 2024, BY
------------
Attachments incorporated by reference:

1. Attachment A - Findings

2. Attachment B - TOA Article 3 Project Application Form Resolution/Authorization to file application for FY24/25 TOA Funds Rev: 11 /22/17

NOR A PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Page 2 of 2 ends

Attachment A
Re: Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2024/25 Transportation Development Act Article 3 Pedestrian/Bicycle Project Funding Findings

Page 1 of 1 ends

1. That the City of Santa Clara is not legally impeded from submitting a request to the Metropolitan Transportation Commission for the allocation of Transportation Development Act (TOA) Article 3 funds, nor is the City of Santa Clara legally impeded from undertaking the project(s) described in "Attachment B" of this resolution.

2. That the City of Santa Clara has committed adequate staffing resources to complete the project(s) described in Attachment B.

3. A review of the project(s) described in Attachment B has resulted in the consideration of all pertinent matters, including those related to environmental and right-of-way permits and clearances, attendant to the successful completion of the project(s).

4. Issues attendant to securing environmental and right-of-way permits and clearances for the projects described in Attachment B have been reviewed and will be concluded in a manner and on a schedule that will not jeopardize the deadline for the use of the TOA funds being requested.

5. That the project(s) described in Attachment B comply with the requirements of the California Environmental Quality Act (CEQA, Public Resources Code Sections 21000 et seq.).

6. That as portrayed in the budgetary description(s) of the project(s) in Attachment B, the sources of funding other than TOA are assured and adequate for completion of the project(s).

7. That the project(s) described in Attachment Bare for capital construction and/or final design and engineering or quick build project; and/or for the maintenance of a Class I bikeway which is closed to motorized traffic and/or Class IV separated bikeway; and/or for the purposes of restriping Class II bicycle lanes; and/or for the development or support of a bicycle safety education program; and/or for the development of a comprehensive bicycle and/or pedestrian facilities plan, and an allocation of TOA Article 3 funding for such a plan has not been received by the City of Santa Clara within the prior five fiscal years.

8. That the project(s) described in Attachment B which are bicycle projects have been included in a detailed bicycle circulation element included in an adopted general plan, or included in an adopted comprehensive bikeway plan (such as outlined in Section 2377 of the California Bikeways Act, Streets and Highways Code section 2370 et seq.) or responds to an immediate community need, such as a quick-build project.

9. That any project described in Attachment B bicycle project meets the mandatory minimum safety design criteria published in the California Highway Design Manual or is in a National Association of City and Transportation Officials (NACTO) guidance or similar best practices document.

10. That the project(s) described in Attachment B will be completed in the allocated time (fiscal year of allocation plus two additional fiscal years).

October 2014 TDA Article 3 Model Resolution for Claimants Page 1

11. That the City of Santa Clara agrees to maintain, or provide for the maintenance of, the project(s) and facilities described in Attachment B, for the benefit of and use by the public.

October 2014 TDA A1iicle 3 Model Resolution for Claimants Page 4

1. 2.

3. 4.

6. 7.

8. 10.

11. 12.

Resolution No.

Agency
Primary Contact
Mailing Address
Email Address
Secondary
Contact (in the event
primary is not
available)
Mailing address (if
different) N/A □
Email Address
Send allocation
instructions to (if
different from above):

Project Title
Amount
requested
Attachment B
page _1_ of _1_
TDA Article 3 Project Application Form
City of Santa Clara
Nicole He
1500 Warburton Avenue, Santa Clara, CA 95050
[email protected] 5. Phone
Number
Carol Shariat
Same as above
[email protected] 9. Phone
Number
Install Citywide Priority Curb Ramps
$191,822 13. Fiscal Year of
Claim

14. Description of Overall Project:
408-615-3023
408-615-3024
2024/2025
Install new curb ramps at high priority locations in accordance with the City's Pedestrian Master Plan and ADA Transition Plan.

15. Project Scope Proposed for Funding: (Project level environmental, preliminary planning, and ROW are ineligible uses of TOA funds.)
Design, construction, construction engineering

16. Project Location: A map of the project location is attached or a link to a online map of the project TBD - Various locations based on the City of Santa Clara Pedestrian Master Plan, 2019 and ADA Transition Plan .
location is provided below:

Project Relation to Regional Policies (for information only) October 201 4 TDA Alticle 3 Model Resolution for Claimants Page 1

17. Is the project in an Equity Priority Community?

18. Is this project in a Priority Development Area or a Transit-Oriented Community?

19. Project Budget and Schedule
Project
Phase
Bike/Ped
Plan
ENV
PA&ED
PS&E
ROW
CON
Total Cost
Project Eligibility
TDA3
191 ,822
191 ,822
Other Funds Total Cost
191 ,822
191 ,822
Estimated Completion
(month/year)
06/2026
Yes □
Yes □
No~
No~
A. Has the project been reviewed by the Bicycle and Pedestrian Advisory Committee? Yes~ No □ B.

If "YES," identify the date and provide a copy or link to the agenda.

If "NO," provide an explanation).

April 1, 2024
https:ljsantaclara.legistar.com/DepartmentDetail.aspx?ID=40583&GUID=A2976D84-B2FF-46EA-9AB6- 595E6BFE57BA&R=34094972-7dfc-482e-bbd6-f966b4319c4d
Has the project been approved by the claimant's governing body? If "NO," provide expected date: June 4, 2024
Has this project previously received TOA Article 3 funding? {If "YES," provide an explanation on a separate page)
For "bikeways," does the project meet Caltrans minimum safety design criteria pursuant to Chapter 1000 of the California Highway Design Manual?

1. Is the project categorically exempt from CEQA, pursuant to CCR Section 15301(c), Existing Facility?

2. If "NO" above, is the project is exempt from CEQA for another reason? Cite the basis for the exemption. _____ ______ _
If the project is not exempt, please check "NO," and provide environmental documentation, as appropriate.

Yes □
Yes □
Yes~
Yes~
Yes □
N/A □
No181
No~
No □
No □
No □
F. Estimated Completion Date of project (month and year): June 2027 G. Have provisions been made by the claimant to maintain the project or facility, or has Yes~ No □ the claimant arranged for such maintenance by another agency? (If an agency other than the Claimant is to maintain the facility, please identify below and provide the agreement.

October 201 4 Model resolution for TDA Alticle 3 County Administrators Page2 H. Is a Complete Streets Checklist required for this project? Yes □ No~ If the amount requested is over $250,000 or if the total project phase or construction phase is over $250,000, a Complete Streets checklist is likely required. Please attach the Complete Streets checklist or record of review, as applicable. More information AND THE FORM MAY BE FOUND HERE: HTTPS://MTC.CA.GOV/PLANNING/TRANSPORTATION/COMPLETE-STREET:

October 201 4 Model resolution for TDA Article 3 County Administrators Page 3

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-353 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action on Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Countywide Food Recovery Program

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
In 2016, California Senate Bill 1383 (SB 1383) was adopted, setting goals to reduce the disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions and address food insecurity. California sends 11.2 billion pounds of food to landfills annually, some of which is still fresh enough to have been recovered to feed people in need, while 9.2 million Californians experienced food insecurity in 2020. In November 2020 the Department of Resources Recycling and Recovery (CalRecycle) developed regulations requiring jurisdictions to establish edible food recovery programs to recover 20 percent of edible food that would otherwise be sent to landfills to feed people in need.

The Santa Clara County Recycling and Waste Reduction Commission (RWRC) entered into an agreement with Joint Venture Silicon Valley (JVSV) to develop and manage a countywide edible food recovery program (Program) to take advantage of economies of scale. In December 2021 the City adopted Ordinance 2035 which established Chapter 8.26 of “The Code of the City of Santa Clara, California” entitled “Edible Food Recovery.” Other jurisdictions in Santa Clara County adopted similar ordinances to ensure uniform requirements throughout the county to make it easier for businesses with locations in multiple cities and food recovery organizations to implement requirements because their food recovery efforts often cross jurisdictional boundaries.

On May 23, 2023, the City Council adopted a one-year term Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs (MOU) to define participant roles and funding levels, which expires on June 30, 2024.

DISCUSSION
There are 2,077 edible food generators located in the County, which are required to arrange food recovery through a contract or written agreement with food recovery organizations or services that will collect or accept self-hauled edible food for food recovery. The edible food generators include:
· wholesale food vendors
· food service providers and distributors
· grocery stores over 10,000 square feet
· supermarkets
· restaurants over 5,000 square feet
City of Santa Clara Page 1 of 3 Printed on 5/31/2024
powered by Legistar™
24-353 Agenda Date: 6/4/2024
· hotels with 200 or more rooms and on-site food facilities · local education agencies with on-site food facilities · large venues/events
· health facilities with at least 100 beds and on-site food facilities A Memorandum of Understanding (MOU) Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs (Attachment 1) has been developed to establish ongoing management and operation of the food recovery program and fund the cost of the Program to satisfy SB 1383 requirements. The County of Santa Clara, as well as each city and town within the county, will be responsible for paying a share of the program under the MOU.

The base program jurisdiction contributions are calculated at $139.39 per generator applied to the number of generators within the jurisdiction. The City of Santa Clara has 206 generators so the City’s base program contract cost is $28,714 in FY 2024/25. The MOU stipulates that the annual base program budget will not increase by more 10 percent of the prior year’s budget without prior approval by the RWRC. The base program services performed by the Program for each jurisdiction include:
· Review and update the lists of edible food generators · Provide information and data for inclusion in reports to CalRecycle · Provide education and outreach to generators
· Coordinate with food recovery organizations to compile reports · Conduct inspections and monitor generators and food recovery organizations · Maintain a list of food recovery organizations and services · Prepare an annual report on program activities
The City will also contribute $23,772 toward infrastructure enhancements in FY 2024/25. This contribution is optional and only the jurisdictions paying for services above the base program will receive the services. The infrastructure enhancement contribution can be modified in future years at the City’s discretion. The infrastructure enhancement services include:
· Develop technical assistance partnerships to stimulate the upcycling of food that would ordinarily go to waste by using it as an ingredient to create another food · Outreach to generators to help take advantage of tax benefits related to food donation · Develop and implement food recovery model program and provide reusable resources to better enable food recovery for school campuses
· Leverage backhauling by third-party providers that have refrigerated trucks on routes on a regular basis
The MOU does not have an expiration, but any party may withdraw on July 1 of each year after providing notice to the RWRC at least 11 months prior. Signatures on the final MOU document will be obtained electronically through DocuSign to enable each participating jurisdiction to execute the same document.

ENVIRONMENTAL REVIEW
This 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 City of Santa Clara Page 2 of 3 Printed on 5/31/2024
powered by Legistar™
24-353 Agenda Date: 6/4/2024
potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect change in the environment.

FISCAL IMPACT
The total FY 2024/25 contribution to the Countywide Food Recovery Program is $52,486 ($28,714 base costs and $23,772 for enhanced services). The City’s contributions in FY 2024/25 and FY 2025/26 will be funded entirely by SB 1383 Local Assistance Grant funds awarded by CalRecycle to be spent between May 1, 2024 through April 30, 2026, which is appropriated in the Solid Waste Fund operating budget.

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

RECOMMENDATION
Approve and authorize the City Manager to execute a Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Countywide Food Recovery Program, in a final form approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. MOU Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs City of Santa Clara Page 3 of 3 Printed on 5/31/2024
powered by Legistar™
1 MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR COUNTYWIDE FOOD RECOVERY PROGRAM
This Memorandum of Understanding (“MOU”) is entered into by and between the cities of Cupertino, a municipal corporation of the state of California; Gilroy, a municipal corporation of the state of California; Los Altos, a municipal corporation of the state of California; Milpitas, a municipal corporation of the state of California; Morgan Hill, a municipal corporation of the state of California; Mountain View, a municipal corporation of the state of California; Palo Alto, a municipal corporation of the state of California; San José, a municipal corporation of the state of California; Santa Clara, a municipal corporation of the state of California; Sunnyvale, a municipal corporation of the state of California; the West Valley Solid Waste Management Authority (on behalf of the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos); the Town of Los Altos Hills, a municipal corporation of the state of California; and the County of Santa Clara, a political subdivision of the State of California; collectively “Parties” or individually as a "Party."

RECITALS
A. The signatory Parties are also “PARTIES” to the Memorandum of Agreement (“MOA”) entered into on June 14, 2013 for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee (“TAC”), which is a separate Committee created to assist the County of Santa Clara Recycling and Waste Reduction Commission (“RWRC” or “Commission”) that advances the interests of Party Jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget. The MOA, which remains in effect, is attached hereto and incorporated herein by reference as Exhibit B.

B. California’s Short-Lived Climate Pollutant Reduction law (SB 1383, Lara, Chapter 395, Statutes of 2016) establishes methane reduction targets for California, including a target to increase recovery by 20 percent of currently disposed edible food for human consumption by January 1, 2025.

C. To meet the mandated statewide goal, SB 1383 requires each Jurisdiction in California to establish and monitor a robust food recovery program, which will strengthen the relationships between commercial edible food generators and food recovery organizations within their communities,requiring certain food businessesto send the maximum amount of edible food they would otherwise dispose to food recovery organizations and/or services.

D. The Parties have previously agreed to jointly administer and fund the cost of a countywide edible Food Recovery Program (the “Program”) through the Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs entered into and covering the time period of July 1, 2023 to June 30, 2024 (“Former MOU”) to satisfy their respective obligations under SB 1383 and the corresponding regulations. The Former MOU is attached hereto as Exhibit C.

E. The Parties desire to execute this MOU to ensure ongoing operation of the countywide food recovery program to provide for their respective share of costs for the Program. 2 F. The West Valley Solid Waste Management Authority (“Authority”) was established by the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos (collectively referred to as the “Member Agencies”), pursuant to the provisions of the Joint Exercise of Powers Act (Title 1, Division 7, Article1, Section 6500 et seq. of the California Government Code) to arrange for and manage the waste reduction, collection, reuse, disposal, recycling, and diversion of discarded materials originating in the participating municipalities; and in furtherance of that purpose, the Member Agencies and the Authority have entered into agreements authorizing the Authority to act as the representative of the Member Agencies in the Food Recovery Program.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. PURPOSE OF THE MOU
The purpose of this MOU is to establish a system of:
1) Ongoing management and operation of the Food Recovery Program. 2) Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 2. EFFECTIVE DATE
This MOU shall be effective on July 1, 2024 (“Effective Date”), shall supersede the Former MOU, and shall automatically reneweach year for all Parties, unless a Party withdraws, in accordance with Section 20 (Withdrawal From MOU) and subject to a Party’s annual appropriations of funds.

SECTION 3. DEFINITIONS
The original 2013 Memorandum of Agreement entered into between the parties (and as may be amended from time to time) defined in detail the duties of the TAC Administrator, Contracting Agent, and Fiscal Agent, and those definitions from the MOA shall apply to this MOU. For ease of reference, those definitions are summarized below.

3.1 The TAC Administrator provides administration and management services to the TAC and carries out the annual workplan.

3.2 The Contracting Agent executes contracts with outside contractors, including the Administrator and the Fiscal Agent that have been requested and approved by the Implementation Committee.

3.3 The Fiscal Agent serves as the treasurer of the countywide funds and is responsible for collecting the Solid Waste Planning Fee from all solid waste disposal facilities and non-disposal facilities located within Santa Clara County.

3.4 The Program Manager is the entity contracted by the Contracting Agent on behalf of the RWRC to implement the Santa Clara County Food Recovery Program.

Other terms used in this MOU that relate to the Food Recovery Program (e.g., including but not limited to the term “Jurisdictions”) are used as defined in SB 1383 and any implementing regulations, as may be amended from time to time.

SECTION 4. RESPONSIBILITIES OF THE TAC ADMINISTRATOR AND CONTRACTING AGENT
3 5.1 The TAC Administrator will provide administration and management of the Program. These duties include overseeing the work of the Program, development of the biennial budget, and inclusion of the Program in the annual work plan and budget.The coststo perform these duties will be included in the annual work plan and budget.

5.2 Contracts executed by theContracting Agent with the Program, TAC Administrator and Fiscal Agent will be based on the approved budget for the Program. The Contracting Agent will provide an invoicing system to pay the Program Manager, TAC Administrator, and Fiscal Agent. The Contracting Agent shall provide the TAC Administrator with the proposed coststo perform these duties. The signatory Partiesto this MOU (except when acting in their authorized capacities as Contracting Agent, TAC Administrator, and Fiscal Agent) are not direct parties to the third-party contracts entered into by those agents.

SECTION 5. RESPONSIBILITIES OF THE FISCAL AGENT
The Fiscal Agent will collect and receive funds from the Partiesfor implementation of the Countywide Food Recovery Program. The Countywide Food Recovery Program Funds will be segregated from the Countywide Solid Waste Program Funds in separately numbered and coded accounts that are readily identifiable as those containing Countywide Food Recovery Program Funds or Countywide Solid Waste Program Funds. The Fiscal Agent shall not expend, use or transfer any funds except in accordance with the annual work plan and budget.

The Fiscal Agent shall provide the TAC Administrator with the proposed costs to perform these duties.

SECTION 6. RESPONSIBILITIES OF THE PROGRAM MANAGER
The Program Manager will implement the Santa Clara County Food Recovery Program as described in Exhibit A.

SECTION 7. RESPONSIBILITIES OF THE PARTIES
The Parties will share costs of implementing the Program as described in Section 9 and undertake the duties assumed by the Jurisdictions as described in Exhibit A.

SECTION 8. BIENNIAL BUDGET
The TAC Administrator will prepare a biennial (two-year) budget that encompasses costs for the Program and Program Manager, the TAC Administrator, theContracting Agent/Administration, and the Fiscal Agent.

Approval of the biennial budget shall follow the annual work plan and budget process as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

SECTION 9. FUNDING

9.1 The Parties agree to share costs of the Program based on the number of edible food generators, as defined by the California Code of Regulations (14 CCR Section 18982) operating in their Jurisdiction on an annual basis, according to the following formula: Party’s Annual Share = (Total Budgeted Cost for Year 4 ÷ Total Number of Edible Food Generators Under MOU) x Number of Edible Food Generators in Party’s Jurisdiction.

The Parties agree to pay annually for the costs identified in the biennial budget and approved through the annual work plan and budget process as specified in the Santa ClaraCounty Recycling and WasteReduction Technical Advisory Committee MOA.

9.2 The initial Program budget will be based on the Fiscal Year 2024 allocation including costs for the Fiscal Agent, totaling THREE HUNDRED AND TEN THOUSAND DOLLARS ($310,000). No costs for TAC Administrator or Contracting Agent are included in the initial Program budget. Should cost recovery for the TAC Administrator orContracting Agent be required in the future, these will be proposed during the annual work plan and budget process.

9.3 The Parties acknowledge that the Program Manager will evaluate the costs per Jurisdiction annually based on the number of generators operating within each Jurisdiction. Based on this evaluation, a cost adjustment will be projected to the second year of the biennial budget (see Section 8 above). The overall Program budget will not increase by more than TEN PERCENT (10%) of the prior year’s Program budget without prior approval by the RWRC.

9.4 The Fiscal Agent will annually submit to the Parties an invoice for the amounts due under this MOU by May 15th of each year. Each Party will make their payment to the Fiscal Agent based on the invoice amount within sixty (90) calendar days of receipt.

9.5 The Fiscal Agent will ensure that the Santa Clara County Food Recovery Program Fund account is segregated from the Solid Waste Program Fee Fund account managed pursuant to the TAC MOA.

9.6 Should any unspent funds remain in the Santa Clara County Food Recovery Program Fund account at the end of the fiscal year, disposition of those funds will be decided by the RWRC through the annual work plan and budget process, which could include: retaining surplusfunds as a reserve, crediting Jurisdictions toward future payment allocations, dedicating funding to food recovery infrastructure, and providing supplementalfood recovery outreach and education or other food recovery program activities.

9.7 Jurisdictions wishing to contribute additional funds for the edible food recovery enhancement program, implemented by the Program Manager, may elect to do so during the annual work plan and budget process. Any Jurisdiction opting into any voluntary enhancement program shall do so at its own discretion and at its own cost. The Fiscal Agent will include the additional enhancement program funding formally selected by the Jurisdiction in the annual invoice submitted to each Party by May 15th of each year.

9.8 In the event of a CalRecycle Implementation Schedule for a food recovery capacity shortfall identified during a Santa Clara County Edible Food Recovery Capacity Assessment, the Program budget may increase by more than TEN PERCENT (10%) of the prior year’s Program budget if needed to fund necessary capacity improvements as outlined in the CalRecycle Implementation Schedule, following prior approval of the budget increase by the RWRC.

SECTION 10. BOOKS AND ACCOUNTS
5 The Fiscal Agent will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the Fiscal Agent, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 11. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, documents, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties ’performance of their obligations under this MOU.

SECTION 12. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

12.1 Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

12.2 Due Execution: Each Party’s representatives who sign this MOU are duly authorized to sign and bind their respective agency.

12.3 Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable according to its terms.

SECTION 13. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy provided hereunder or hereafter existing in law or in equity or by statute or otherwise, and all remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 14. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work , authority, or Jurisdiction delegated to such Party under this MOU (including but not limited to work engaged in or contracts entered into by a Party acting in their capacity as Contracting Agent, Program Manager, TAC Administrator, or Fiscal Agent.). No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work 6 authority or Jurisdiction delegated to such other Party under this MOU, as indicated in this Section. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 15. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 16. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.

SECTION 17. COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 18. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the Parties. Should any Jurisdiction not permit electronic signatures only their copy of the MOU must be signed in the conventional manner.

SECTION 19. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU. This MOU is intended to supplement the original MOA and does not replace the original MOA. The MOA shall remain in effect and to the extent that there are any contradictions between this MOU and the original MOA, the provisions in this MOU shall prevail.

SECTION 20. WITHDRAWAL FROM MOU
No individual Party may withdraw from this Agreement prior to July 1, 2025. Any party wishing to withdraw on or after July 1, 2025 must provide notice to the Contracting Agent on or before January 15 of each year. The Parties acknowledge that the Contracting Agent and each individual Party may recalculate Agreement costs pro rata in the event of any withdrawal from this Agreement and that this time is required in order to allow each remaining Party and the Contracting Agent to amend their respective budgets if needed. Any withdrawing Party must make full payments through the end of the-then current term ending 7 on June 30. In no event shall this clause to be interpreted to prevent all Parties by unanimous mutual consent from withdrawing from this Agreement.

SECTION 21. NO LEGAL RELATIONSHIP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 22. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR COUNTYWIDE FOOD RECOVERY PROGRAM
IN WITNESS HEREOF, the Parties have executed the MOU as of the last date set forth below:

City of Cupertino – City Manager Approval as to form, Cupertino City Attorney
Date: Date:

City of Gilroy- City Manager Approval as to form, Gilroy City Attorney
Date: Date:
8 City of Los Altos – City Manager Approval as to form, Los Altos City Attorney
Date: Date:

Town of Los Altos Hills – Assistant to the
Town Manager
Approval as to form, Los Altos Hills
Town Attorney
Date: Date:

City of Milpitas – City Manager Approval as to form, Milpitas City Attorney
Date: Date:

City of Morgan Hill, as a Party and as
Contracting Agent and TAC
Administrator
Approval as to form, Morgan Hill City
Attorney
Date: Date:

City of Mountain View- Acting Public
Works Director
City of Mountain View – Finance and
Administrative Services Director
Date: Date:
9 City of Mountain View- City Manager Approval as to form, Mountain View Senior Assistant City Attorney
Date: Date:

City of Mountain View-Assistant City
Clerk
Date:

West Valley Solid Waste Management
Authority (on behalf of the cities of
Campbell, Monte Sereno, Saratoga, and
the Town of Los Gatos) -Executive
Director
Approval as to form, West Valley Solid
Waste Management Authority General
Counsel
Date: Date:

City of Santa Clara - City Manager Approval as to form, Santa Clara City Attorney
Date: Date:

City of Palo Alto – City Manager Approval as to form, Palo Alto Assistant City Attorney
Date: Date:
10 City of Sunnyvale – City Manager Approval as to form, Sunnyvale Interim City Attorney
Date: Date:

County of Santa Clara, as a Party and as
Fiscal Agent - Chief Operating Officer
Approval as to form and legality, Santa
Clara County Deputy County Counsel
Date: Date:

City of San José Approval as to form, San José City
Attorney
Date: Date:
1 EXHIBIT A

PROGRAM OVERVIEW
This document describes the Santa Clara County Food Recovery Program, serving as the food recovery program (“Program”) on behalf of all jurisdictions (“Jurisdictions”) within the County, coordinating with the Jurisdictions performing their own enforcement. The details of the Program conform to the California Code of Regulations (14 CCR Section 18995.2 (f)(8), 14 CCR Section 18991.2 14 CCR Section 18991.1).

I. PURPOSE
The Countywide Program benefits the Jurisdictions by alleviating the need for duplicative staff, cost analysis, capacity assessment, expendituresfor infrastructure, labor, administration, and record keeping for the edible food recovery activities in their Jurisdiction. Additionally, this approach creates one uniform,standardized, and coordinated effort throughout the incorporated and unincorporated areas of Santa Clara County.

II. RESPONSIBILITIES
Jurisdictions
A. Shall develop a method to accept and keep records of written complaints, including anonymous complaints, regarding an entity that may be potentially non-compliant. Full details of the complaint will be communicated to the Program Manager within 10 days of receipt.

B. Shall refer all questionsreceived about the Program portions of SB 1383 implementation to the Program Manager within 10 business days. Jurisdictions should include the Program Manager in all communications to generators or food recovery organizations or services.

C. Shall maintain access to the shared database program to stay in compliance with the intent and structure of the Implementation Record which shall follow the format and elements as promulgated by CalRecycle, or other relevant statutory or administrative requirements.

D. On an annual basis, Jurisdictionsshall review and provide feedback to the Program Manager on inspection protocol, triggers, and enforcement processes. Cities and unincorporated County are encouraged to follow the procedures and stay within the suggested timeline for enforcement action set forth in the Monitoring Procedures document.

E. When informed by the Program Manager, Jurisdictions will work with the Program Manager in carrying out enforcement action with edible food generators or food recovery organizations or 2 services not in compliance. The Program Manager will recommend edible food generators or food recovery organizations or services for enforcement action, and the enforcement action taken will be at the discretion of the Jurisdiction. All enforcement action will be tracked in the Program’s shared database,so it is readily available to the Program Manager, Jurisdictions, and can become part of the Implementation Record.

F. Jurisdictions will determine what large events are happening in their jurisdiction. Within 10 days of an applicant being issued a permit for a new large event, as defined below, the Jurisdiction will notify the Program about the event, and share contact information for the event organizer. This is only for large events that meet the CalRecycle threshold for the definition:
“Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event. By September 1 of each year, Jurisdictions will review the large events included in the shared database of regulated entities, to update the database to ensure no recurring events have been missed.

G. Shall work with the Program Manager on any related issues requiring Program assistance or lead in resolving the issue(s) related to complaints and/or noncompliance for any edible food generator or Food Recovery Organization or Service.

Program Manager
The Program Manager shall responsibly execute the management of the Santa Clara County Food Recovery Program (the Program). The Program Manager:

A. Shall develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, “Short-Lived Climate Pollutants.” The Program Manager will operate within the Jurisdiction’s boundaries and replace the need for the Jurisdiction to create such a program on its own.

B. In the event of a CalRecycle Implementation Schedule for a food recovery capacity shortfall identified during a Santa Clara County Edible Food Recovery Capacity Assessment, The Program will work to develop the Implementation Schedule with CalRecycle and manage the effort to fund necessary capacity improvements as outlined in the Schedule. Additional Base Program costs beyond the allowable 10% yearly increase may be needed. The RWRC will review and approve or deny any needed budget changes. Funds will be collected based on the number of edible food generators and their auxiliary sites in each Jurisdiction. 3 C. Shall conduct a review, each fiscal year, of potential new edible food generators, to ensure that as businesses open in Santa Clara County the appropriate regulated entities are added to the lists. Closing businesses will be identified during the reporting process and be eliminated from the lists.

D. Shall provide the Jurisdictions with the information and data necessary for the Jurisdictions to make their required reportsto the California Department of Resources, Recycling and Recovery (“CalRecycle”).

E. Shall retain records of inspections in the Jurisdictions for a minimum of five (5) years.

F. Shall notify the Jurisdictions promptly about any related issues that require the Jurisdictions ’ assistance or to request the Jurisdictions lead in resolving the issue(s) that arise related to noncompliance.

G. Shall fulfill and endeavor to exceed the annual education requirement for the Jurisdictions and provide the data needed for Jurisdictions to complete required CalRecycle reports.

H. Solicit required Food Recovery Reports from generators and Food Recovery Organization/Services, compile and provide the results to Jurisdictions for inclusion in the ImplementationRecords, and to Santa Clara County for use in future Capacity Planning efforts.

I. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Edible Food Generators and Food Recovery Organizations and Services.

J. The Program shall supply appropriate content for a web site, including a list of Food Recovery Organizations and Services (to be updated at least annually) and be accessible to Edible Food Generators.

K. The Program shall represent the interests of the Program with other entities, counties, and CalRecycle.

L. The Program will develop procedures and timelines for cities and unincorporated County to encourage uniformity in enforcement, which the Cities and County would be encouraged to follow.

M. The Program shall create reports about Program activities each year in September, ahead of the budgeting process for the next fiscal year. These reports shall include a narrative about the Food Recovery Program activities,statistics, total number of pounds of food recovered as reported by 4 Edible Food Generators and Food Recovery Organizations (“FROs”), and any additional information needed by the Jurisdictions. Statistics about food waste prevention and food recovery in Santa Clara County will be shared publicly.

Edible Food Recovery Enhancements Program
The Edible Food Recovery Enhancements Program are any activities, annually identified by the Program Manager, that the Program Manager will undertake to ensure efficient food recovery and food waste prevention should the Jurisdictions choose to fund the chosen projects. Projects may include, but are not limited to, strategic capacity enhancements, projects that promote the efficient recovery of surplus food or the prevention of surplus food, as well as direct support of ongoing recovery activities, subject to approval of the RWRC.

Technical Advisory Committee Contracting Agent
A. The Contracting Agent will execute a contract with the Program Manager, chosen by the TAC, for the services outlined in the responsibilities above. The Contract will go into greater detail to ensure that all SB 1383 regulatory imperatives are handled by the Program.

B. The Contracting Agent will set up an invoicing system to pay the Program for the responsibilities outlined above.

III. ENFORCEMENT RESPONSIBILITIES FOR JURISDICTIONS
Each Jurisdiction is responsible for working with the Program on enforcement actions. Although the Jurisdiction is ultimately responsible for enforcement, the Program will support the process by drafting enforcement notices and necessary documents and by providing relevant information about previous inspections and attempts to support compliance. The Program will identify those businesses that need to be evaluated for enforcement action and will work with a Jurisdiction to ensure that CalRecycle compliant documentation is maintained.

IV. RECORDKEEPING AND REPORTING
The Program will complete all the record keeping tasks necessary for the Food Recovery Program portions of SB 1383, including records necessary for the ImplementationRecord. All necessary records will be stored digitally within 5 days of creation, and Jurisdictions will have real-time access to all these records.

The Program shall create a very brief report about Program activities at the end of each fiscal year.

Most programmatic information will be shared in September in the annual report.

AGREEMENT

CREATING THE SANTA CLARA COUNTY

RECYCLING AND WASTE REDUCTION

TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made·and entered into this 4 ±::~ day of j U v\ e_ 2013 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF GILROY, a municipal corporation of the State of California, CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MORGAN HILL, a municipal corporation of the State of California, CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO AL TO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a chartered municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY."
RECITALS:

A. In 1989, the California Legislature passed and enacted the California Integrated Waste Management Act, known as "AB 939", (Public Resources Code Section 40000 et. seq) requiring jurisdictions to divert 25% of waste from disposal by 1995 and 50% of waste 'from disposal by 2000. AB 939 required each County to develop and periodically update . a County Integrated Wast~ Management Plan and to appoint an AB 939 Local Task Force.

B. Prior to 1992, the Solid Waste Committee of the Santa Clara County Intergovernmental Council advised the cities and the County on solid waste and recycling issues. The Technical Advisory Committee, also originally convened by the Intergovernmental Council, provided technical advice to the Solid Waste Committee on solid waste and recycling issues.

C. On or about February 1992, the Santa Clara County Board of Supervisors and the cities in Santa Clara County designated the Solid Waste Committee of the Intergovernmental Council as the AB 939 Task Force for Santa Clara County.

D. On February 4, 1992, the Santa Clara County Board of Supervisors replaced the Solid Waste Committee of the Intergovernmental Council with the Solid Waste Commission of Santa Clara County ("Commission") in order to streamline the 5/6/13 JUN o 4 2013

TAC MEMORANDUM OF AGREEMENT
decision-making process on solid waste and recycling issues. (Ordinance No. NS300.495) The powers and duties of the Commission are defined in Chapter XVII, Division A6 of the County of Santa Clara Ordinance Code.

E. On December 4, 2001, the Santa Clara County Board of Supervisors approved Ordinance No. NS-300.658 changing the name of the Commission to the Recycling and Waste Reduction Commission of Santa Clara County.

F. The Commission advises city councils and the Board of Supervisors in Santa Clara County on countywide solid waste and recycling planning issues and on the County Solid Waste Management Plan/County Integrated Waste Management Plan.

G. The By-Laws of the Commission (also approved by the County Board of Supervisors on February 4, 1992) continued the existence of the Recycling and Waste Reduction Technical Advisory Committee (the ''TAC"). The purpose of the TAC was to provide technical advice to the Commission on solid waste management and policy; to bring together a wide spectrum of viewpoints and expertise on countywide solid waste and recycling issues affecting individual jurisdictions; and to assist in development of policies, programs and revisions and amendments to countywide plans. 1 H. On an annual basis, the TAC prepares and submits an Ann.ual Workplan and Budget for review and approval by the Commission. The Commission-approved Annual Workplan is then implemented by the TAC using funds in the Commission-approved Annual Budget.

I. In accordance with the AB 939 provisions for financing solid waste diversion and planning activities, the County of Santa Clara levies and collects the Countywide Solid Waste Planning Fee ("SWPF") on each ton of solid waste disposed at landfills located within the County, on tons taken to non-disposal facilities located within the county .and subsequently transported for disposal to landfills outside Santa Clara County, and on tons transported directly to disposal facilities located outside Santa Clara County. The current SWPF of $0.78 per ton was established by the County Board of Supervisors on May 19, 2009. Funds from the SWPF are used to fund the activities and programs of the Commission and the TAC. In addition, funds from grants, voluntary contributions from other agencies and other revenue sources are used to fund these activities and programs. Such funds, including monies from the SWPF, are referred to herein as "Countywide Funds".

J. In 2011, Assembly Bill 341 ("AB 341") was signed into law establishing a statewide goal of diverting 75% of solid waste from disposal by 2020 and requiring The California Department of Resources, Recycling and Recovery to prepare and submit a plan to the Legislature on or before January 1, 2014 on how to achieve this goal.

K. Since the TAC was o~iginally established, the field of solid waste management and recycling has become much more complex and the PARTIES must comply with an increasing number of laws and regulations. In order to achieve the statewide goal of 75% diversion, many materials currently disposed in landfills must be segregated and

TAC MEMORANDUM OF AGREEMENT
processed at new facilities, and channeled into useful purposes. New infrastructure, diversion systems and enhanced producer responsibility measures must be implemented in order to accomplish this goal.

L. Commensurate wit_h changes in the breadth and complexity of the solid waste and recycling field, the work and functions of the TAC have evolved over time to encompass not only providing advice to the Commission, but also recommending, implementing and monitoring countywide public education and diversion programs included in the Commission-approved Annual Workplan and Budget where it is cost effective for the PARTIES to jointly provide such programs.

M. The. TAC requires expanded powers and authority to monitor ongoing staffing support for programs in the Commission-approved Annual Workplan as well as the power and authority to recommend, monitor and audit the funding for these programs, at the levels contained in the Commission-approved Annual Budget.
. N. In order to address these issues, the Commission appointed the Ad Hoc Committee for TAC Organizational Study, and the TAC appointed the TAC Ad Hoc Organizational Study Subcommittee. Pursuant to recommendations from these Committees, the County retained Arroyo Associates in 2010 to conduct an independent Organizational Study. The study evaluated the countywide integrated waste management programs and services and provided operational and organizational recommendations to enhance the efficiency and effectiveness of the countywide solid waste management system. The Commission's Ad Hoc Committee held a meeting on May 29, 2012 with representatives of the TAC and the public to discuss the recommendations of the Organizational Study and options for restructuring the operating parameters of the TAC.

0. The purpose of this Agreement is to implement the recommendations of the Commission's Ad Hoc Committee and the TAC Ad Hoc Subcommittee to revise the functions, powers, membership, structure and duties of the TAC to make these consistent with the manner in which the TAC currently functions; and to simplify the reporting relationship between the Commission and the TAC. Such changes are desired by the PARTIES in order to facilitate countywide and regional approaches for meeting the statewide goal of 75% diversion articulated in AB 341; remaining in compliance with the existing requirements of AB 939, SB 1016 and all other state and federal laws and regulations, and planning for the goal of zero waste in the future.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I. PURPOSES AND FUNDING
The Santa Clara County Recycling and Waste Reduction Technical Advisory Committee ("TAC") is hereby established to replace the Recycling and Waste Reduction Technical Advisory Committee referred to in Article V of the Commission Bylaws dated October 2001.

A. Purposes. The purposes of the TAC are:
5/6/13 3

TAC MEMORANDUM OF AGREEMENT
5/6/13

1. To implement the Commission-approved Annual Workplan and Budget;

2. To advise the Commission and the decision-making bodies of all· PARTIES on technical and policy issues related to solid waste management and recycling including plans to achieve the statewide AB 341 goal of 75% diversion by 2020 and plans for working toward the goal of zero waste;

3. To bring together a wide spectrum of viewpoints and expertise to focus on countywide solid waste management, issues affecting individual communities, and solid waste and recycling issues affecting public environmental health;

4. To assist in development of policies, programs and revisions and amendments to countywide plans that can meet countywide needs and, thus, receive countywide approval;

5. To provide a forum for exchange of solid waste, recycling, composting and other diversion information;

6. To inform the PARTIES' respective agencies and jurisdictions about issues and recommendations of the Commission, and perform follow-up actions, as necessary;

7. To recommend Commission approval of countywide programs to maximize the effectiveness of local funds spent for public education and recycling programs, and to implement and monitor such programs.

8. To assist with future master planning for facilities and infrastructure, as requested by the Commission.

9. To perform technical and policy review and make technical and policy recommendations to the Commission and technical recommendations to the PARTIES concerning best practices in solid and hazardous waste management; recycling, composting, diversion programs, source reduction; litter reduction on land; reduction of litter that originates from the storage, collection, transportation, and processing of solid waste, recyclable materials and organic materials that affects water quality in local creeks, San Francisco Bay, and oceans; and 'cradle-to-cradle' extended producer responsibility for products and packaging from creation through use and ultimate recycling or other disposition, with regard to:
a. The feasibility of technical proposals;
b. Analysis of issues and problems in solid waste management; c. Proposed and/or needed national and state legislation and policies; d. New infrastructure required to achieve countywide goals, and; e. Financing and management options for creation of such infrastructure.

10. To perform other duties as directed by the Commission . . B. Funding. The TAC is funded by the Solid Waste Planning Fee ("SWPF") that is charged to customers by the operators of all disposal and non-disposal facilities located within the County of Santa Clara, and remitted, by those facility operators, to the County of Santa Clara. The SWPF is also charged on tons of solid waste that are hauled directly to out-of-county disposal facilities. The amount of the SWPF is established by the Board of Supervisors based upon·input and recommendations from the Commission and the TAC Implementation Committee. Additional revenues come from grants, voluntary contributions of other agencies and other sources. These, together with the SWPF funds constitute the Countywide Funds used to fund the Commission-approved Annual Workplan and Budget.
4 TAC MEMORANDUM OF AGREEMENT
II. COMPOSITION
5/6/13
A. Voting members, not to exceed 27 in number, shall include:

1. One (1) staff person from each City or Town that is a PARTY

2. Three (3) staff persons from the County as follows:
a. One (1) to represent the Unincorporated Area
b. One (1) to represent County interests related to environmental health c. One (1) to represent County interests related to integrated waste management

3. One (1) staff person from the Santa Clara Valley Water District

4. Up to eight (8) persons from non-governmental organizations appointed by the Commission as follows:
a. No more than three (3) representing for-profit industry groups and/or business organizations (however, no member shall represent a single for-profit company)
b. No more than four (4) representatives of non-profit groups that advocate for source reduction, recycling programs, sustainability, and/or producer responsibility
c. No more than two (2) representatives of institutions of higher learning located within Santa Clara County
B. Appointment of Members. All members representing a public agency shall be redesignated annually via a letter on agency letterhead addressed to the TAC Administrator ("Administrator"). The Commission will accept requests and nominations for nongovernmental organizations to serve on the TAC. The Administrator will publish a notice in a daily local newspaper of general circulation to a minimum of two-hundred fifty thousand (250,000) people in September of every other year announcing that nominations and requests to serve are being accepted. The Administrator will take other reasonable and cost-effective measures to distribute the announcement via other media, including, but not limited to, websites, local publications and social media, to reach persons who might not see the notice in a daily newspaper. The Commission will select the non-governmental organizations to be represented on the TAC. Those organizations will, in turn, submit a letter to the Administrator designating a member and an alternate.

Members representing non-governmental organizations shall serve for a period oftwo (2) years beginning in January. At the end of that time, the Commission shall select the nongovernmental organizations to be represented on the TAC for the new two (2) year term.

The initial group of non-governmental organization representatives will be selected by the Con·1mission on or before December 31, 2013 and will begin serving their terms on January 1, 2014. The Administrator will publish a notice in the newspaper, and distribute the notice via other suitable media, in September 2013 announcing that the Commission will consider nominations and applications for non-governmental organizations to be represented on the TAC.

C. Alternates. Each PARTY may designate one or more alternate representative(s) to serve in the absence of the regular member. The alternate(s) will be designated in writing as described in Section II B. Alternates may serve on TAC committees, 5 TAC MEMORANDUM OF AGREEMENT
subcommittees, and ad hoc subcommittees.

D. Vacancies. Each PARTY is responsible for designatir,g a replacement for its member ifthe member can no longer serve. In the ·event of a vacancy, the Chair shall, by letter, request that the PARTY designate a new member. lfa vacancy occurs with regard to a representative of a non-governmental organization, the Administrator shall notify the non-governmental organization to designate a new member. In the event the non-governmental organization declines, the TAC shall notify the Commission and request that a new non-governmental organization be selected to fill the remainder of the term created by the vacancy.

E. Attendance. Attendance at meetings is vital to the proper and effective functioning of the TAC. Three (3) consecutive absences or a member missing over ·fifty percent (50%) of the TAC meetings in a calendar year are sufficient grounds for the Administrator to notify the member and request their attendance. Should a PARTY be unable to send its representative to meetings for an extended period of time, the PARTY shall notify the Chair in writing on letterhead and a replacement representative will not be requested from that PARTY.

Ill. QUORUM AND VOTING
5/6/13
A. Quorum. A quorum consists of thirteen (13) voting members physically present at a meeting.

B. Voting. Actions of the TAC shall be taken by a majority vo_te of the members present at the meeting. Each member has one vote. (See Section VI B for voting and quorum requirements for the Implementation Committee that differ from those for the full TAC.)
C. Attendance From A Remote Location. In the event of an unavoidable schedule conflict, a member may participate in a meeting from a remote location via telephone or video-conference provided that all requirements of the Brown Act (Government Code Section 54950, et seq.) are met and further provided that the scheduled meeting room has the technical capability to accommodate the request. In such event, the member will notify the Administrator at least ten (10) days in advance of the meeting and ask to attend from a remote location. The Administrator will advise the member if this is possible. If so, the Administrator will comply with all Brown Act requirements including stating the alternate location in the meeting notice. The member shall also comply with all Brown Act requirements in Government Code Section 54953 (b), including, but not limited to, posting a meeting notice and agenda on the door of the remote location for the duration of the meeting, and allowing members of the public to participate in the meeting from the remote location along with the member. The member's vote will be counted; however, the member will not be included in the count to determine a quorum. Attendance from a remote location is to be used only in rare cases of unavoidable schedule conflicts. hperson attendance and participation at meetings is strongly preferred and encouraged.

D. Bylaws. The TAC may, as necessary, recommend adoption of Bylaws for its 6 TAC MEMORANDUM OF AGREEMENT
governance to the Commission for approval, and operate according to Bylaws approved by the Commission. In the event revisions to Commission-approved Bylaws are desired, the TAC may recommend such revisions to the Commission.

IV. OFFICERS AND THEIR RESPONSIBILITIES
A. Officer Positions. The officers of the TAC shall be the Chair, Vice Chair, and the Subcommittee Chairs. The Chair and Vice Chair of the TAC must be voting members or .alternates representing a PARTY.

B. Election and Term. Each officer shall be elected by majority vote of a quorum of the voting membership at the last meeting of each calendar year or as soon thereafter as possible. All officers' terms begin with the first meeting of each calendar year.

C. Dutie$. The Chair of the TAC shall be responsible for chairing all meetings of the TAC and the Implementation Committee {IC), and representing the TAC and the IC at Commission meetings. The Chair shall approve the draft agendas for TAC and IC meetings, except that any agenda item proposed by two (2) or more voting members must be placed on the next available agenda. The Vice Chair shall serve as the Chair in the Chair's absence. The Chairs of the Subcommittees shall be responsible for calling meetings of their respective Subcommittees and chairing those meetings. The Subcommittee Chairs shall approve the draft agendas for their respective Subcommittees except that any items proposed by two {2) or more voting members of a Subcommittee shall be placed on the next available Subcommittee agenda.

V. MEETINGS
A. Meetings. The TAC shall meet monthly at the time and place published on the agendas. Additional meetings may be called as needed. The Chair shall provide every member of the TAC with seventy-two (72) hours written notice of regular and additional TAC meetings. The agenda for each meeting shall be developed by the Administrator in consultation with the TAC Chair, and shall be approved by the Chair.

B. Conduct of Meetings. All meetings of the TAC, including all Committees, Subcommittees, Ad Hoc Committees and Subcommittees and any closed sessions with legal counsel, shall be properly noticed and conducted in accordance with the "Brown Act" (Government Code Section 54950 et seq.) Except for official meetings of the TAC and it$ Committees, Subcommittees and Ad Hoc Committees and Subcommittees, nothing herein shall be interpreted to require meetings between staff members of the individual PARTIES (including designated representatives of the PARTIES) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each PARTY is individually responsible for ensuring it complies with the Brown Act. Wherever this Agreement is silent with regard to procedure, Robert's Rules of Order shall apply.

VI. IMPLEMENTATION COMMITTEE
A. Composition and Duties. The TAC Implementation Committee {IC) is comprised of one voting member from each PARTY to this Agreement plus one voting member from the Santa Clara Valley Water District {SCVWD). The PARTY'S 5/6/13 7

TAC MEMORANDUM OF AGREEMENT
5/6/13
IC representative is usually also the PARTY'S TAC representative. Each PARTY and the SCWJD may also designate an alternate. The purpose of the IC is to make decisions and recommendations on all fiscal, management and administrative issues of the TAC. The IC selects, monitors and provides oversight of the Administrator, the Fiscal Agent, the Contracting Agent, and legal counsel to the TAC. The IC recommends the level and setting of the SWPF to the Commission.

B. Quorum, Voting and Meetings. A quorum of the IC is nine (9) voting members. {Note: the City of San. Jose representative counts as two (2) voting members toward the IC quorum.) The affirmative vote of at least eight (8) voting members of the IC, including PARTIES collectively representing at least forty percent {40%) of the population of the incorporated and unincorporated areas of the County of Santa Clara, is necessary to approve any measure brought before the IC. {For purposes of calculating whether or not the forty percent (40%) figure has been reached, the population of each PARTY shall be counted; however, no population shall be attributed to the SCWJD due to the fact that it encompasses such a large percentage of the population of the entire incorporated and unincorporated County.) Each member of the IC shall have one vote, with the exception of the City of San Jose which shall have two {2) votes. The IC shall meet at least annually to consider and recommend approval of the Annual Workplan and Budget to the Commission for the upcoming fiscal year. The Chair may call other meetings of the IC as needed. All IC meetings are open to the public and to all TAC members.

Participation and discussion by all TAC members and by members of the public is encouraged. The Chair of the IC forwards all recommendations made by the IC directly to the Commission, and also makes an informational report to the TAC on the recommendations forwarded to the Commission. The Chair shall strive to achieve consensus among IC members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the IC along with the dissenting opinion{s) and viewpoints, to the Commission and to the TAC. In the event of a tie, the Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Chair may, in the Chair's sole discretion, re-agendize the item for another IC meeting.

C. Use of Outside Contractors. The IC is responsible for selecting any consultant{s) or contractor(s) {"Outside Contractors") to perform tasks included in the Commissionapproved Annual Workplan and Budget and who are to be paid from Countywide Funds, using a process created in consultation with the Contracting Agent. The IC is responsible for reviewing and approving the parameters of any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors. The IC then directs the Contracting Agent to conduct the procurement process for Outside Contractors and to execute contracts with the selected Outside Contractor{s).
8 TAC MEMORANDUM OF AGREEMENT
VII. TAC SUBCOMMITTEES
A. Issue and Policy Subcommittees. Issue and policy subcommittees shall be established as needed by the TAC. The TAC will evaluate and establish standing Subcommittees in December of each year. Additional Subcommittees may be established at other times throughout the year as needed.

B. Membership and Meetings. Membership on all issue and policy Subcommittees is open to all TAC voting members and designated alternates. There is no maximum size for each Subcommittee. The TAC shall appoint a Chair for each Subcommittee. A quorum is two (2) or more Subcommittee members. Subcommittees may elect a ViceChair to serve in the Chair's absence. Subcommittee chairs shall be responsible for calling and chairing meetings. The Subcommittee chairs shall approve the draft agenda and report the activities and recommendations of the Subcommittee to the TAC.

Subcommittee chairs shall strive to achieve consensus among members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the Subcommittee along with the dissenting opinion(s) and viewpoints, to the TAC. In the event of a tie, the Subcommittee Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Subcommittee Chair, in consultation with the TAC Chair, may decide to re-agendize the item for discussion at another meeting.

C. Ad Hoc Subcommittees. The TAC may establish Ad Hoc Subcommittees as needed to address specific issues or problems. The TAC shall appoint a Chair for each Ad Hoc Subcommittee. All Ad Hoc Subcqmmittees shall follow the same operating procedures as the standing issue and policy subcommittees. The TAC Chair shall monitor the work of all Ad Hoc Subcommittees, and all such Subcommittees shall be promptly disbanded by the TAC once their tasks have been accomplished.

VIII. TAC ADMINISTRATOR
5/6/13
A. Duties. The TAC Administrator provides administration and management services to the TAC and carries out the Annual Workplan. Duties of the Administrator include, but are not limited to: scheduling meetings of the TAC and all committees, subcommittees, and ad hoc subcommittees; preparing agendas and meeting minutes; maintaining all TAC records and files; notifying the TAC of correspondence received and preparing outgoing correspondence; completing all tasks in the Annual Workplan; providing monthly reports at TAC meetings on the status of the Workplan; and other duties as directed by the IC. The Administrator reports to the Chair of the TAC. The Administrator shall work cooperatively and collaboratively with the IC, the Fiscal Agent and the Contracting Agent. The Administrator is paid from funds in the adopted TAC budget.

B. Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. The IC will receive and evaluate proposal(s) and make a recommendation to the Commission on selection of an Administrator, as further described in Attachment 2.
9 TAC MEMORANDUM OF AGREEMENT
5/6/13
C. Initial Administrator. The initial Administrator for the TAC shall be the County of Santa Clara, Integrated Waste Management Division ("County IWMD"). The initial staff provided is described on Attachme:tot 1. In the event of a change in the initial staff, the procedures described in Attachment 2 shall be followed. In the event the IC determines there is a need for a change in the Administrator in the future (due to costs, availability of designated employees or for other reasons), or in the event the County IWMD is unable or unwilling to serve, the procedures for selection of a new Administrator in Attachment 2 shall be followed. ·
D. If Administrator Is Also A PARTY. In the event the Administrator is a PARTY, that PARTY shall appoint a TAC/IC representative whose function is to represent the PARTY's point of view on issues, policy and fiscal matters. The PARTY'S TAC/IC representative shall be a person who is not be involved in the work of the Administrator.

This designation shall be made in writing on the PARTY'S letterhead to the Chair of the TAC. The person(s) fulfilling the duties of the Administrator shall act as staff to the TAC, TAC committees and subcommittees, and to the IC.

E. Contract With Administrator. All duties and responsibilities of the Administrator, and a list and description of all staff assigned to provide Administrator services, shall be included in a contract between the Contracting Agent and the Administrator. The contract term may be for a single year or for multiple years, at the discretion of the IC. In the event that the Administrator is a PARTY, a letter agreement will be prepared between the Contracting Agent and the Administrator, containing all of the duties, responsibilities, staffing commitments and costs for the Administrator to serve for the upcoming fiscal year. The letter agreement will include the Annual Workplan and costs for the Administrator's services. The letter agreement shall state that the Administrator agrees to provide the described services at the approved costs for the upcoming fiscal year and that all employee and overhead costs will be maintained at the levels specified in the agreement for that fiscal year. With regard to the initial Administrator, the first letter agreement shall be prepared and executed prior to July 1, 2014 to reflect the costs and the scope of work to be performed for FY 2014/15. If the Administrator and the Contracting Agent are the same PARTY, the letter agreement will be prepared and signed by a staff person designated to represent the Administrator and also signed by a separate staff person designated to represent the Contracting Agent.

F. Annual Workplan and Budget. As the work of the TAC progresses each year, the Administrator will maintain a list of potential work items to be placed in the Annual Workplan for the upcoming fiscal year. Beginning with preparation ofthe Annual Workplan and Budget for fis_cal year 2014/15, the following schedule will apply. In November of each year, the IC will review the list of potential work items compiled by the Administrator, add additional items as needed, and direct the Administrator to prepare a proposed Workplan and Budget for the upcoming fiscal year. The proposed Annual Workplan will contain the elements described in Attachment 3.

The Administrator shall submit the final draft of the proposed Annual Workplan and

TAC MEMORANDUM OF AGREEMENT
Budget to the IC no later than December 15 of each year. If required, the IC will provide revisions and comments to the Administrator, who will then revise and finalize the Annual Workplan and Budget. The IC will approve the Annual Workplan and Budget ori or before January 31 of each year and forward it to the Commission for approval. Commission approval is anticipated to be during the month of February. Upon approval by the Commission, the Contracting Agent will prepare agreements with the Administrator, the Fiscal Agent and the Contracting Agent that include the approved Annual Workplan and Budget (for the Administrator) and the approved costs and duties (for the Fiscal Agent and the Contracting Agent) as described in Sections VIII E, IX D and X C. The agreements will be signed by designated representatives of the Administrator, the Fiscal Agent and the Contracting Agent. In the event the Administrator, the Fiscal Agent and/or the Contracting Agent are the same PARTY, that PARTY shall designate separate representatives to execute the agreements on behalf of the Administrator, the Fiscal Agent and the Contracting Agent. Said agreements shall be fully executed and in place prior to July 1 of each year.

G. Annual Reporting and Evaluation. The Administrator shall prepare a selfevaluation/audit report to the IC including significant accomplishments, work items planned but not accomplished, work items not planned but completed, and the status of all work items in the Annual Workplan. The report will include recommendations and suggestions for improving the work of the Administrator and will be submitted on or before September 15 each year. The IC will consider the report at a regular meeting and discuss and provide recommendations and feedback to the Administrator. The IC will rate the overall implementation and effectiveness of the Workplan and, in turn, rate the performance of the Administrator based upon the ability of the Administrator to meet the timelines and budget in the Workplan and to effectively support the Commission and the TAC. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Administrator. This feedback will be used by the Administrator to make any required changes in operations, procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Administrator, the IC may, at any time, discuss questions, concerns or issues of performance with the Administrator.

IX. FISCAL AGENT
5/6/13
A. Duties. The Fiscal Agent serves as the treasurer of the Countywide Funds and is responsible for collecting the SWPF from all solid waste disposal facilities and nondisposal facilities located within Santa Clara County. The Fiscal Agent also collects and receives grant funds and revenues from other sources. The Fiscal Agent shall diligently pursue collection of all SWPF funds and shall keep the IC apprised of the amount and entity owing delinquent payments, as well as of the status of collection activity initiated by the Fiscal Agent regarding the delinquent payments. The Fiscal Agent shall manage all funds in accordance with generally accepted government accounting procedures. The Fiscal Agent shall keep Countywide Funds segregated from all other funds administered by the Fiscal Agent in separately numbered and coded accounts that are readily identifiable as those containing Countywide Funds; shall credit appropriate interest income earned on such funds in each fiscal year; and shall not expend, use or transfer 11 TAC MEMORANDUM OF AGREEMENT
5/6/13
any funds except in accordance with the Annual Workplan and Budget approved by the IC and the Commission, or as otheiwise directed by the IC. In the event the Fiscal Agent is not also the Contracting Agent, the Fiscal Agent shall transfer Countywide Funds to the Contracting Agent as direqted by the IC, in accordance with the procedures in Attachment 5. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Fiscal Agent. The initial Fiscal Agent shall be the County of Santa Clara.

The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Fiscal Agent in the future (due to costs, lack of availability of designated employees or for other reasons), or in the event the County is unable or unwilling to serve, the following procedures for selection of a new Fiscal Agent shall be followed.

C. Selection. Any PARTY willing to serve as the Fiscal Agent may be nominated by another PARTY. The nominated PARTY(IES) will submit a letter proposal to the IC containing the costs for performing the services of the Fiscal Agent, including all employee and overhead costs and all proposed expenses. If the same PARTY is also already serving, or is proposing to serve, as the Administrator, the Contracting Agent, or both, the proposed costs to perform each _function shall be separately specified. The IC will hold discussions with representatives of the nominated PARTY(IES) as needed. The recommendation of the IC will be foiwarded to the Commission for approval. Upon receipt of Commission approval, the Contracting Agent will execute an agreement with the new Fiscal Agent that includes the approved costs for the PARTY to provide Fiscal Agent services for the upcoming fiscal year.

D. Payment For Services. The Fiscal Agent shall provide the Administrator with proposed costs to perform the duties of TAC Fiscal Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment

2. If the Fiscal Agent is also serving as the Administrator, the Contracting Agent, or both, the proposed costs to perform each function shall be separately specified. The proposed costs will be reviewed by the IC as part of review of the Annual Workplan and Budget. If there is a question or concern about the proposed costs, the Chair of the IC and the Administrator will meet with the Fiscal Agent concerning the issues. Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Contracting Agent will prepare an agreement to be signed by the Fiscal Agent and the Contracting Agent to perform services for the new fiscal year. In the event that the Contracting Agent and the Fiscal Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Fiscal Agent and the (separate) designated employee of the PARTY serving as the Contracting Agent.

E. Quarterly and Annual Budget Status. The Fiscal Agent shall prepare and submit quarterly budget updates to the IC every three (3) months, and shall provide a Year-End Budget Report. These reports shall be formatted in a clear and concise manner such that all expenditures, revenues, movement of monies, reallocation of funds and adjustments to the budget are detailed by project and line item (i.e. numerical reference and narrative 12 TAC MEMORANDUM OF AGREEMENT
description). The Year-End Budget Report shall be submitted to the IC on or before October 31 each year. The IC may, at any time, request additional budget information, detail, documentation and updates. The Fiscal Agent shall respond promptly to all such requests.

F. Biennial Audit. The Fiscal Agent shall arrange for an audit by an independent third party Certified Public Accounting Firm (CPA) to be conducted every other year beginning with.an audit of the 2013/14 fiscal year. The Fiscal Agent may utilize the CPA firm retained by the jurisdiction of which the Fiscal Agent is a part, to perform that PARTY's annual audit. In such event, the results of the audit of the Countywide Funds and accounts shall be clearly and separately called out in the CPA's audit report. The results of the audit shall be reported to the IC on or before January 15 every other year.

G. Evaluation of the Fiscal Agent. Each year, the Fiscal Agent shall prepare a selfevaluation, along with the Year-End Budget Report, for submittal to the IC. The selfevaluation will include a description of key work tasks performed, any duties or tasks not · completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the Fiscal Agent. The self-evaluation shall be submitted at the same time as the Year-End Budget Report. The IC will review the report at a regular meeting and discuss any suggested or needed changes or improvements. The IC will rate the overall performance of the Fiscal Agent based upon the ability of the Fiscal Agent to perform its duties in a timely manner and in accordance with all requirements of this Agreement. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Fiscal Agent. This feedback will be used by the Fiscal Agent to make any required changes in operations and procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Fiscal Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Fiscal Agent.

X. CONTRACTING AGENT
A. Duties. The Contracting Agent execute!? contracts with Outside Contractors, including the Administrator and the Fiscal Agent.(where applicable) that have been requested and approved by the IC. The Contracting Agent consults with the IC to establish a procurement process for Outside Contractors, and then conducts that process once the IC has approved a scope of work, schedule, budget and other parameters of the contract that will be awarded by the Contracting Agent. The Contracting Agent shall conduct the procurement process and execute all contracts within a reasonable period of time after being directed to do so by the IC. The Contracting Agent shall provide a copy of any contract executed on behalf of the TAC to any PARTY,·any TAC member, and to any PARTY or person designated by any PARTY or the IC upon request. The governing body of the Contracting Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the IC to a designated employee. Notice of any such delegation of authority shall be provided in writing to the Chair of the IC and to the Administrator.
5/6/13 13

TAC MEMORANDUM OF AGREEMENT
5/6/13
In the event the Contracting Agent is not also the Fiscal Agent, the Contracting Agent shall receive Countywide Funds transferred to the Contracting Agent by the Fiscal Agent on a periodic basis as described in Attachment 5. The Contracting Agent shall manage all Countywide Funds in accordance with generally accepted government accounting procedures. The Contracting Agent shall keep Countywide Funds segregated from all other funds administered by the Contracting Agent in separately numbered and coded accounts that are readily identifiable as Countywide Funds, and shall not expend, use or transfer any funds except as specifically directed by the IC. At the close of the fiscal year, the Contracting Agent shall, pursuant to the procedures in Attachment 5, comply with all directions from the IC with regard to retention of funds for contracts with Outside Contractors that are still in effect, and with regard to return of unexpended or unencumbered funds to the Fiscal Agent. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Contracting Agent. The initial Contracting Agent shall be the County of Santa Clara. The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Contracting Agent in the future (due to costs, lack of availability of desjgnated employees or for other reasons), or in the event the County is unable or unwilling to serve, the procedures for selection of a new Contracting Agent shall be the same as those for selection of a Fiscal Agent as described in Section IX C.

C. Payment For Services. The Contracting Agent shall provide the Administrator with proposed costs to perform the duties of TAC Contracting Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment 2. If the Contracting Agent is also serving as the Administrator, the Fiscal Agent,, or both, the proposed costs to perform each function shall be separately specified.

The proposed costs will be reviewed by the IC as part of review of the Annual Workplan and Budget. If there is a question or concern about the proposed costs; the Chair of the IC and the Administrator will meet with the Contracting Agent concerning the issues.

Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Administrator will prepare an agreement to be signed by the Contracting Agent and the Administrator to perform services for the new fiscal year. In the event that the Administrator and the Contracting Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Contracting Agent and the (separate) designated employee of the PARTY serving as the Administrator.

D. Annual Contract Status Report. The Contracting Agent shall prepare and submit an annual report to the IC on the status of all contracts (listing all contracts in progress, expired, terminated, and the amount of work and budget remaining in each) on or before October 31 each year. The report shall also note the amount of Countywide Funds held by the Contracting Agent, and specify the amount(s) of funds encumbered for contracts, and the amount(s) of funds that are unspent and unencumbered. The IC may, at any time, request additional information, detail, documentation and updates on any or all contracts. The Contracting Agent shall respond promptly to all such requests. 14 TAC MEMORANDUM OF AGREEMENT
E. Audits. The Contracting Agent shall cooperate with and provide all information and documentation required in order to complete the bi-annual audit described in .Section IX F. In the event the IC decides that any actions or activities of the Contracting Agent are not in compliance with this Agreement, or if the IC determines there are other reasons for an audit to be performed, the IC may perform an audit of the Countywide Funds received and expended by the Contracting Agent. In such event, the Contracting Agent shall cooperate fo1lly, and in a timely manner, with persons performing the audit.

F. Evaluation of the Contracting Agent. Each year, the Contracting Agent shall prepare a self-evaluation, along with the Annual Contract Status Report, for submittal to the IC. The self-evaluation will include a description of key work tasks performed, any duties or tasks not completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the .

Contracting Agent. The self-evaluation shall be submitted at the same time as the Annual Contract Status Report. The IC will review the report at a regular meeting and discuss any suggested or needed changes or improvements. The IC will rate the overall performance of the Contracting Agent based upon the ability of the Contracting Agent to perform its duties in a timely manner and in accordance with all requirements of this Agreement. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Contracting Agent. This feedback will be used by the Contracting Agent to make any required changes in operations and procedures for the next fiscal year. In addition to the annual review of the Contracting Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Contracting Agent.

XI. LEGAL COUNSEL
A. Selection. The IC may select an attorney or firm that is experienced in solid waste, recycling and municipal law to research legal issues, proposed legislation, and to provide legal advice to the TAC ("Legal Counsel") as provided for in the Commissionapproved Annual Workplan and Budget. Legal Counsel may be a City Attorney or County Counsel (i.e. an employee of one of the PARTIES) or may be an outside attorney or law firm. The IC will interview and select Legal Counsel as needed, and direct the Contracting Agent to prepare a contract with Legal Counsel for the provision of legal services. The IC shall direct the work of Legal Counsel. The Administrator may assist in coordination of activities with Legal Counsel, but shall not give direction without prior authorization from the IC. Legal Counsel shall not be responsible for providing legal advice to individual PARTIES related to their individual compliance with Public Resources Code Section 40000 et. seq., but may provide such services under separate contract with any PARTY or PARTIES.

XII. OTHER AGREEMENTS OF THE PARTIES
5/6/13
A. Term of Agreement. The term of this Agreement shall commence on the date the last duly authorized representative of the PARTIES executes it. This Agreement shall remain in effect until terminated by the PARTIES or until eight (8) or more PARTIES containing more than fifty percent (50%) of the population of the incorporated and unincorporated areas of County of Santa Clara withdraw from the Agreement, whichever 15 TAC MEMORANDUM OF AGREEMENT
occurs first. A PARTY may withdraw from the Agreement by providing written notice to the Administrator, stating the effective date of the PARTY'S withdrawal. The withdrawal of a PARTY shall not entitle that PARTY to receive or retain any portion of the SWPF.

8. Ethical Code of Conduct. All TAC members and Alternates shall adhere to the Ethical Code of Conduct in Attachment 4. All TAC members and Alternates shall attend a TAC-sponsored ethics training every other year beginning in FY 2013/14. The Administrator shall arrange for this training and include the cost in the Annual Workplan and Budget for each year the training is required to be conducted.

C. Counterparts. This Agreement may be executed and delivered in any number of copies ("counterparts") by the PARTIES, including by means of facsimile and e-mail of PDF copies. When each PARTY has signed and delivered at least one counterpart to the Administrator, each counterpart shall be deemed an original, and taken together, shall constitute one and the same Agreement, which shall be binding and effective as to the PARTIES hereto.

D. Non-Compliance With State and Federal Laws. No PARTY shall, by entering into this Agreement, participating in the TAC or the IC, or agreeing to serve as Administrator, Fiscal Agent, Contracting Agent, and/or Legal Counsel, assume or be deemed to assume responsibility for any other PARTY in complying with the requirements of state and federal solid waste and recycling laws, including but not limited to, the California Integrated Waste Management Act of 1989 as amended (Public Resources Code Section 400000 et seq). This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed for the benefit of any third party and may not be enforced by any third party, inciuding, but not limited to, the United States Environmental Protection Agency and the California Department of Resources, Recycling and Recovery, or any person acting on their behalf or in their stead.

E. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY, or by the Santa Clara Valley Water District in carrying out its duties under Section VI.

Implementation Committee shall not be shared pro rata, but instead the PARTIES agree that pursuant to Government Code Section 895.4, each of the PARTIES hereto shall fully defend, indemnify and hold harmless each of the other PARTIES, and the Santa Clara Valley Water District in the carrying out of its duties under Section VI. Implementation Committee, from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying PARTY, its officers agents or employees, or in connection with or arising from any work, authority or jurisdiction delegated to such PARTY under this Agreement. No PARTY, nor any officer, board member, employee or agent thereof, shall be responsible for any damage or liability incurred by reason of the negligent acts or omissions or willful misconduct of the other PARTIES hereto, their officers, board members, employees or agents under or in . connection with or arising from any work, authority or jurisdiction delegated to such 5/6/13 16

TAC MEMORANDUM OF AGREEMENT
516/13
PARTY under this Agreement.

F. Entire Agreement. This Agreement supersedes any prior arrangement or agreement among the PARTIES regarding the composition, structure, duties and powers of the TAC including, but not limited to, the TAC Rules of Procedure dated May 22, 2006, but does not supersede any other agreements between any of the PARTIES. :<' ! ;f\ . / ! i/ ! t ~
G. Amendments. This Agreement may be amended by·unan1nfo'uswritten L •, l agreement of the PARTIES. AU PARTIES agree to_~r!r:ig~~flY·•Proposed ai'liendments to this Agreement to their Council or Board, as applitable'/ witf1ln three (3) months following acceptance by the IC. The IC shall, on a biennial basis, evaluate this Agreement and determine if any amendments are needed. The first biennial evaluation shall be in 2015.

The IC may recommend amendments on a more frequent basis if desired.

H. Venue. In the event that suit shall be brought by any PARTY to this Agreement, the PARTIES agree that venue shall be exclusively vested in the state courts of the C?u~ty of Santa Clara, or_ w~ere othe~is~ jie,f{i~f 1~~{V,~t~~fti1J~]~nited States District Court, Northern District of Callforn1a,\~slltil~;C?,. ,., i~flfit~rmt.-is~m 1!Jrito l(l .?. ic,aivisquZ
I. Attachments. Attachments 1 through 5 are attached.hereto and'lffc'orporated herein by this reference. · -----------.............. · · 17 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

APPROVED AS T~ORM:~
By: PRES-+, __ -,:---+---'J-fr---- By: ld1ud{ I~ o/5J;?t}13 Deputy County Counsel

KEN YEAGER
5/6/13
Signed and certified that a copy of this - ·
document has been delivered by elldronic: - or other means to the Presfdent. Board of ~
-_ -, , / - -"!1 _ega®Ol, - I - - - - - - - BoarrtofSupe~

TAG MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
By: ___________ _
Chair, Board of Supervisors

CITY OF CAMPBELL
Date: July 17, 2013
By<:1/.£~ Title: Cit.y MeE.ag€lr

CITY OF -------
Date: ----------
By: __________ _
Name: --------- Title: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date: ------------
By: __________ _
APPROVED AS TO FORM:

By: ;;J:~ Name • William ~ Selig.xnann
Title: City Attorney
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT

CITY OF CAMPBELL
Date: ---------
By:----,-.....__ _____ ~--
Name: M~rk Linder
Title: City ManagE:)r

CITY OF CUPERTINO
Date: . ! /_:;g/;3
By: & b.M:Oiultl1rd /£,
Name: David Brandt //
Title: City Manager

CITY OF GILROY
Date: ---------
By: _________ _
Name: Thomas Haglund
Title: City Administrator

CITY OF LOS ALTOS
Date:.
------------,--
By: _________ _
Name: Marcia Somers
Title: City Manager

TOWN OF LOS ALTOS HILLS
Date: ---------
By: ______ ----=---- Name: Carl Cahill
Title:· City Manager
5/6/13
APPROVED AS TO FORM:

By:_~--------
Name: -------- Title: City Attorney
APPROVED AS TO FORM:

By_: _________ _
Name:· -------- Title: City Attorney
APPROVED AS TO FORM:

By: ____ - ____ _
Name:""'"'·------- Title: _______ -,--_
APPROVED A.S TO F.ORM:

By: _________ ___,
'Name: _______ _
Title: Town Attorney
19 TAC MEMORANDUMOFAGREEMENT
CITY OF ·CAMPBELL
Date: ----------
By: _________ _
Nijme: M~rk 1.,inc:l~r
Title: City Mari~g~r

CITY OF CUPERTINO
Date: ----------
B.y: _________ _
Name: David Brandt
Tjtle:. City Manager
CITY
~

OF GILROY
Nam~: TftorrYas tJEigltJrn;j.

Title: City Administrator
CITY OF LOS Al TOS
Date: ----------
By: __ -,.-______ _
Name: Marcia Somers
Title: City Manager . .

TOWN OF LOS ALTOS HILLS
Date: _________ _
_ By: _________ _
Name: C~rl Cahlll
Title: City Manager
.5/6/U
APPROVED AS TO FORM:

By: __________ _
N~rne: Title: C-it_i/..,.,..A-tto_t_ir-ey-· ----
APPROVED AS TO FORM:
ay: _____________ __
Name:

Title: C_it_y_A_tto_r_n_e.Y-. ----
APPROVED A$TO ~ORM:
. _,, £)~ /), .~
13y; c_;J'\ V £.,\"
Name: /... / r.JQ e A ~ (;pqJ-L-c:,N
Title: City Attorney
ATTEST:

City Clerk
APPROVED AS TO FORM:

Sy: __________ _
Name: _____ _..._ __
litle: ---------
APPROVED AS TO FORM:

By:·----------- Name: -------- Ti tie: Town Attorney
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors
c1TY oF Los- A,,&(os
Date: ~-q --( ~
By: II~~
Name:£/~~~
Title: tny M~-
CITY OF _____ _
Date: ----------
By: _________ _
Name: -------- Tit I e: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date: -----------
By: _________ _
APPROVED AS TO FORM:

By:-t-7"-"--~~~--=>t-+-=------.c=-.=----
Name :_;·~~~~~=:_i_-
Title:_~~=A--.L...l..!<~~~;,+-
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors

CITY OF LOS ALTOS HILLS
Date: l0/24 / 20/3
By: CaQ/{J~
Name : carica.IT1
Title: city Manager

CITY OF -------
Date: ----------
By: __________ _
Name: -------- Tit I e: ---------
516113
By: __________ _
Deputy County Counsel
ATTEST:

Date: ___________ _
By: __ ,--_________ _
APPROVED AS TO FORM:

By.~,=:::.=::::,-· --
Name : Steve Mattas
Title: city Attorney
APPROVED AS To· FORM:

By: ____ ___.c. _____ _
Name: -------- Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
By: __________ _
Chair, Board of Supervisors
CITY OF ______ _
Date: ----------
By: _________ _
Name: -------- Ti tie: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date:. ___________ _
By: _________ _
APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:. __________ _
Name: -------- Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
Title: City Manager

TOWN OF LOS GATOS
Date: ----------
By: __________ _
Name: Greg Larson
Title: Town Manager

CITY OF MILPITAS

CITY OF MONTE SERENO
Date: ----------
By: __________ _
Name: Brian Leventhal
Title: City Manager
CITY OF MORGAN HILL ·
Date: ----------
By: __________ _
Name: Steve Rymer
Title: City Manager
(
5/6/13
Title: Town Attorney
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: Town Attorney
APPROVED AS TO FORM:

By: Na---:;;;;:Y:---:::-:;;.~~-=-~-;;;;;;;,,;£:....--
Title: Ci
APPROVED AS TO FORM: I
By: __________ _
Name: -------- Tit I e: ---------
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: City Attorney
20 TAC MEMORANDUM OF AGREEMENT

TOWN OF LOS GATOS
Date: ----------
By:_-_______ _
Name: ~reg Larson
Title: Town Manager'

CITY OF MILPITAS
Date~ ----------
By:---------- Narne:Tom Williams
Tjtle: City Manager
CITY OF MONTE SERENO .

CITY QF MORGAN Hll!.L
Date: ------------- :By:~·----------'---
Name: Steve Rymer
Title: City Manager
.S/6/13.

APPROVED AS TO FORM:
ay: ____ ~------
Name: ____ --"-----
iitle: Town Attom.eyAPPROVED AS TO .FORM:

By: _ ___._....,.,._ ______ ___.__
N~me :. Mic::fl~~I J, Ogaz
Title: City Attorney
APPROVEDAS Td·FORM:

By:_C:,--.~1,... . f'~
N,~rne· : Ki rs t e D Powell
Title: City Attorney
APPROVEO:AS TO FORM:

By:·_.----------
Name·:
,.--------. Title: City Attorney
20 TAO.MEMO.RANDUM·OF.AGREEMENT
TQW"f Q_F LQS '~ATOS
bate: ----------
By: _________ ..;___
N~m~r .(lr~g L~rsqn
Title} Town· Mana,ger
CJTY OF MllPITAS
Dat~:. "------------
. B.y:_,---,-,---------
Na.rne:•tiim ;WJ11iam$:

Title: ·Qjty M~ti~g~r
CITY QF MONTE $ERl=NO
Date:~. ________ _
By; ___ ___,..-,-,-----____,
Name:: Brian Leventhal
Title; CiW Ma.n.a.g~_i'
5/6/13
APPROVED As TO PO.RM:
ay~------cc-=-------"-- Name: Titl~;- ,--o-w_n_JA-. tt-o-rh_e_y ___ _ APPROVE[} AS TO FORM:

By:.,------,--'---------,----~
N~me· ·~. _ Mi_c,h~el,J 1 Qg~z
Title: City Attorney
APPROVED AS TO F,iQRM:
·.By: .N-.:,.·,_···•---~-..,.--------
f~!~: ---------
iO

TAC MEMORANDUM OF AGREEMENT

CITY OF MOUNTAIN VIEW
Date: "7..- LV- 13
By:~~~
Name:· DanieH.ich ,
Title: City Manager ·

CITY OF PALO AL TO
Date: ----------
By: __________ _
Name: James Keene
Title: City Manager

CITY OF SAN JOSE
Date: ---------------
By: __________ _
Name: Norberto Duenas
Title: Deputy City Manager

CITY OF SANTA CLARA
· Oi;ite: ----------
By: _________ ~
Name: Julio J. Fuentes
Title: City Manager

CITY OF SARATOGA
Date: ----------
By: __________ _
Name: Dave Anderson
Title: City Manager
5/6/13
APPROVED AS TO FO~
By:,~~..K.U.L..::...:...:....-=:J-£><;___ ___ _ Nam" : annie L Q1Jinn Title: ity Attorney · _
APPROVED AS TO FORM:

By: __________ _
- Name: _______ _
Title: City Attorney
APPROVED AS TO FORM:

By:~----------
Name: Rosa Tsongtaatarii
Title: Senior Depvty. City Attorney
APPROVED AS TO FORM:

By:~--------,----
Name: Rich_clrd E. Nosky, Jr.

Title: City Attorney ·
APPROVED AS TO FORM:

By:_.-----------
Name: Richard Taylor
Title: City Attorney
21 ·. TAC MEMORANDUM ()F AGREEMENT
· CITY OFMOUNTAINVll~W ..
' ' '
Da.te:-'-. --'--------"-------'--- APPROVED ASTO FORM:

By:_· __________ ... • By: __ --'----"-----'---------'------ Name: Daniel .H. Rich Name : Jannie L. Quinn ..
· Title: · City rv1anager . . Title: City Attor~ey . •

CITY OF PALO AL TO
APP
By: _ __,,_...,.._.«----""'--'-----.4----- . • E3y:'--· ~~.....;.....!'....:::::;~:_;.____,....;,;,,,,:=~---'--- Na . . . ~~me: • .ti\. .

Title • · ~Ofitle: City Attorney

CITY OF SAN JOSE ' '
Date: ----------
By:_··---------~
Name: Norberto Duenas
Title: DE!pyty City Manager .
. CITY OF SANTA CLARA
Date:·•. ----------
.> By: __ ~--~----- Name: Julio J. Fuentes
Title: City Manager ' ' ' '
.· .. : . By:_•--,-·--··---------------- . . Name.: : Clave Anderson .. •Title:· · City Man·ager ·
. 5/6/13 · ..
. APPROVEDASTO FORM:
.• By:~----,-------
·. Name: Ro.saTso·ngtaatarii
. Title:Sen.iorDeputy City.Attorney
APPROVED AS TO FORM:
.. By:-------~---
. · Name: Richard E. Nosky, Jr.
. . . Title: City Attorney .
'' AP'PROVED')~~s•To FORM;
... By: _______________________ ___
Name: Richard Taylor
Title: City Attprriey
21 i"'
r
. '

TAC MEMORANDUM OFAGREEMENT

CITY OF MOUNTAIN VIEW
By:__,--,--,---......,,....,,-,--------
Name: OanielH. Ilion
Title; Oity Manager
. CITY OF PALO ALTO
a.Y:_· -----,;-----,-,--------- .Namer James Keene
Title: bity Mshager

CITYOF SAN JOSE
By:~· 4~~~~~!:!!::=~L--
Nam .. Title: Oepµ\y Ctty: l\/lana9er
CiTYQF SANTA CLARA
By:,.......·~~----------
Name: .Jullo J. Fuente:s
Title: City Manager ·.·,·
5/6/f3
APPROVEI\lAS TO FORM:
13·• .Y, . . N;;:ime : JijnnJe '.l...c 'Quinn
Title: City Attt,ir!'leY
ARPHQV~P.A$TO'fQRM:

B_y:_. -------------
Name: :---------'--
Ti tie: CifyAttorney
By:· .,....N:-.1..::A~-J{Jl-t...q+~_...,,._ .-== ... ~ff=~- Tit .............. ··.•-.· ... J\Y, Attorney
APPRGVEP AS TQ FORM:

By:_.--~-------,--..,......,.,..,.......,_
. Name: Ri¢harci E. No$l<Y, Jr..

Title: CityArtqmE:IY ...

APPROVED AS TO FORM:

By:_--,----,,--------~ Ni:iroe:: Richan:1 Taylor ·
l'itlEf GJtY, Att9mey
. · ............ >···•·· ... ••· <·· ·.··•·· >< ..................... · .. . • . . . . TAC MEMORANDUM OF AGREEMENT . .

CITY OF MOUNTAIN VIEW---
By: __ ~--~----- Name:: Daniell-I. Rich :
- Title: C City Manager _
-CITY OF PALO AL TO · -
- Date:>
----------------,---
By: __ ---'--'---'--~-~~----
-Name: James Keene
•=_Title: ::City Manager

CITY OF SAN JOSE
_ Date:_ --------_..__--,----,-----
By:_-_-_ _..__ __ ~--~-- Name: Norberto Duenas
Title:· Deputy City Manager
CITY OF SAl~TA CLARA _
-CITY OF ·sARATOGA
D~te: _ _..__ _______ _
By:-----,--~-_..__-~~---
Name: Dave Anderson
Title: City Manager
5i6!13
. . ,. .. . .

APPROVED AS T(J FORM: -
By:--e-------,'--~------
1\lanie : Jc31mie L. Quinn
Title: Qity Attorney -
. .

APPROV!=D AS .TO FORM:: ..
. 13y:_· __ _..__ ___ ---'-----'-'---'--- · Narrie: · - --~----- Ji tie: City Attorney -
..
- -APPROVED AS TO FQRM:
--- By:_·---------------'___;_-
- - Name : Rosa T songtaatarii
Title: SeniOr DepµW City:Attorney
. . . j
- APPR=oVED AS TO FORM:
,-
_ By:_. -'------,~~~--f----'---=-----"l,=---
N __ r~~~ , Jr. -

T - - - -
. : . . . ;"
APPROVED AS TO FORM:
.By: _________ _
Name: Richard Taylor
Title: City Attorney
21 TAC MEMORANDUM OF AGREEMENT
CITY OF MOUNTAIN VlEW
Date: ~--------,-------
By:_,-~~-......,...-----
Name: Daniel H. Rich
Title: City Manager

CITY OF PALO AL TO
Date: -........:.....___;._ ________ _
By: _____________ _.___
Name: James Keene
Title:. City Manager

CITY OF SAN JOSE
Date: ---------------~
'By:_·.-----"-------"-------
Name: Norberto O·uenas
Title: Depµty City Manager

CITY OF SANTACLARA
· Date: ----------
By:_·-------'-'--"-..........;.. __ _ Name: Julio, J. Fuentes Title: City Manager
., ...
·CITY OF SARATO:GA
1 ~· 2.r·:...·a·1 ?· Date;:,_. ---,------~-l;;;;.______,;.. sy: 9J~
Name:· :oave-Ahdersan·
Title: City Manager
516/13:

APPROVED AS'TO FORM:
6}{,:_-------'--------,.,;
Name: Jannie L Quinn
Title,: City Attorney
•. ABPRO\/~[J ASTO FORM:

Bv:•..,..·· ----~-------- Name: -------'----
Title:. City Attorney
By:_· _ __..._..,...___,.-------"- Name ·: Rosa Tson€)taatarlF · Title: $en ior. Deputy City Attqrney
APPROVED AS TO FORM: . ' • . . . ''1
B : ....'!h,:. .. . . . . Name: 'Richard E. Nosky, Jr,
Title: City Attorney
APP80VE : • ," • • • ~ ' ! ~ ;;A;STOEQRM: ' ~ ' •
.. By- . ~ ., ~
·r).i'a.me; 'Ri~ttattd Tay,f~r - -- · Tjtle; l1Uy Attorney .

TAC MEMORANDUM OFAGREEMENT

CITY OF SUNNYVALE
APPROVED AS TO FORM:

By:---.f----J~::;_ ~--' u~~_:--_ ~-..c.._ -'_ --r.,_ """'-By: J-o,~ ~ rv--== Name ers Name: Joan A. Borger
Title: . er . Title: ·
5/6/13 22

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 1

INITIAL STAFFING OF ADMINISTRATOR
The following is the initial staff complement for the Administrator:

Staff Person
Elizabeth Constantino, Program Manager II
Provides oversight of all Annual Workplan
tasks and all functions of the Administrator.

Lisa Rose, Senior Management Analyst
Coordinates the Green Business Program,
serves as staff to the Commission, and
performs various other duties.

Clifton Chew, Management Analyst
Serves as staff to the TAC, prepares state
reporting and DRS, and performs various
other duties.

Zachary DeVine, Management Analyst
Contracts monitoring, budget tracking,
Outreach Specialist, and various other
duties.

Sue Sherrin, Associate Management
Analyst B, Green Business Specialist
Sarah Smith, Management Analyst
Home Composting Education Program
Coordinator
Joanne Chapa, Office Specialist Ill
5/6/13
% FTE Committed
To Administrator
Duties

0.82 FTE

0.87 FTE

0.80 FTE

0.67 FTE

0.98 FTE

1.0 FTE

0.94 FTE
23 % FTE Committed
To County
Unincorporated
Duties

0.18 FTE

0.13 FTE

0.20 FTE

0.33 FTE

0.02 FTE

0.00 FTE

0.06 FTE

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 2

SELECTION PROCESS FOR THE ADMINISTRATOR

1.Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. As part of the selection process, the potential candidate(s) shall submit a proposal to the IC for providing Administrator services. The proposal shall include: a detailed scope of work for the upcoming fiscal year, detailed costs and work hours for the completion of each task, and a list of the employees proposed to perform each part of the Annual Workplan, as well as the administrative and management duties of the Administrator. The proposal shall also include a resume and description of the education, experience and expertise of each proposed staff member highlighting experience in solid waste management, recycling, diversion programs, producer responsibility, public education and outreach, legislative analysis, budgeting, public sector management, administration and policy development. It is of great importance that each member of the Administrator staff possess a high level of experience and expertise in the listed areas. The proposal shall designate the duties and activities to be carried out by each employee. The IC will review the proposal(s) and conduct interview(s) with the potential Administrator(s). The IC will select an Administrator and recommend approval to the Commission.

2.Change in Administrator Staff. In the event any member of the Administrator's staff is unable or unavailable to serve in the capacity indicated in the original proposal, the IC shall work with the Administrator to determine if an acceptable alternate staff member is available. This shall include, if desired by the IC, having representatives from the IC participate in the selection process for the alternate staff person; review the resumes, references and writing samples of proposed candidates; attend and participate in interviews; and provide input to the decision-making process for selection of the proposed alternate staff member. If the proposed alternate staff person is not acceptable to the IC, and the IC determines that the employee who is unavailable is a key employee, the IC may give written notice to the Administrator that the TAC will seek another Administrator, and the IC may recommend to the Commission that the selection process for a new Administrator be commenced. Upon receipt of Commission approval, the IC will begin that process. The Administrator shall serve until such time as either a replacement Administrator is selected and approved by the Commission, or (if the Administrator is not a PARTY) until the current contract for the services of the Administrator expires, whichever occurs first. In the IC's sole discretion, the services of the Administrator may be terminated prior to the selection of a new Administrator. In the event the Administrator is not a PARTY, an early termination clause shall be placed in the contract with the Administrator for use by the IC in the event a key staff person becomes unavailable.

3. Key Employee. A "key employee" includes, but is not limited to, any one of the following:
5/6/13
a. An employee who is performing twenty percent (20%) or more of the work hours in the Annual Workplan.
24 TAC MEMORANDUM OF AGREEMENT
5/6/13
b. An employee whose work tasks require a high level of technical expertise and experience in recycling, solid and/or hazardous waste management programs and practices.
c. An employee whose work tasks require a high level of professional judgment that is the product of numerous years of experience in recycling, solid and hazardous waste management, and/or in work for public agencies.
d. An employee whose work tasks involve a high level of interaction with the public (e.g. in trainings, liaison with businesses or non-profit organizations, etc.). e. An employee whose work tasks involve presentations or testimony to public agencies (e.g. City Councils, the Board of Supervisors) and/or community organizations (e.g. service organizations, community groups, homeowner's, associations, -etc.).
25 TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 3

ELEMENTS TO BE CONTAINED IN THE ANNUAL WORKPLAN AND BUDGET

1.Scope of Work. The proposed Annual Workplan ar:,d Budget will contain a detailed scope of work for each proposed task, the employee work hours estimated to complete each task, the name(s) of the specific employees that will perform the work for each task, the cost of the work hours for each task, all proposed overhead costs for the Administrator and all other projected costs. If the Administrator is a public agency, the costs may be shown as a percentage of each Full Time Equivalent (FTE) and the cost therefore, as long as the position (such as 'Analyst I') and the name of the employee filling that position are indicated, along with the fully burdened cost of the specified percentage of each FTE. The proposed Annual Workplan shall contain a list of key milestones for each task.

2.Administrative Tasks. The Workplan shall include a task for providing administrative support for the TAC including work hours to prepare meeting agendas, to schedule meetings, attend meetings, prepare minutes and correspondence, and carry out the direction of the TAC and all Committees and Subcommittees. The Workplan shall also include a separate task for providing administrative support to the Commission including work hours to prepare agendas, attend Commission meetings, prepare minutes, and carry out the direction of the Commission, its Committees and Subcommittees.

3. Other Staff Commitments. The proposed Workplan will contain a listing of the other duties and responsibilities of each assigned employee (other than the work to be performed as Adr:pinistrator for the TAC and the Commission) including the work hours and a general description of the key tasks and projects to be performed. This will serve as a cross-check (regardless of whether the Administrator is a public agency or a private firm) to ensure that the time of each employee is not overcommitted, and that sufficient time exists for each employee to complete all their assigned tasks.

4. Fiscal Agent and Contracting Agent Costs. The Administrator shall consult with the Fiscal Agent and with the Contracting Agent (in the event they are separate PARTIES) and shall incorporate the proposed costs for the services of each into the proposed Workplan and Budget. Such costs shall be clearly and separately identified for each function (and identified separately from those of the Administrator) and shall include the costs for employee time, expenses (such as bank fees), overhead charges and all other proposed costs.

5.Cost Detail For Comparison. The budget shall be formatted in a clear and concise manner such that all projected expenditures and revenues are detailed by project and line item. The proposed Workplan and Budget shall contain sufficient detail about proposed work hours and costs such that a comparison can be made between the proposed costs for the current Administrator, the current Fiscal Agent and the current 5/6/13 26

TAC MEMORANDUM OF AGREEMENT
Contracting Agent, and other potential providers of these services.

6. Projected Amount of Fund Transfer From Fiscal Agent to Contracting Agent. In the event the Fiscal Agent and the Contracting Agent are different PARTIES, the budget shall include the projected amount of funds to be transferred from the Fiscal Agent to the Contracting Agent in order to pay for contracts with Outside Contractors that will be awarded by the Contracting Agent in the upcoming year. Such projections shall take into account all funds currently held by the Contracting Agent (if any) and the amount of such funds already encumbered for contracts in progress. The projection shall be accompanied by a recommendation as to the frequency of fund transfers from the Fiscal Agent to the Contracting Agent that will be required to fund contracts awarded by the Contracting Agent for the upcoming year (e.g. annual one-time transfer of funds, quarterly transfer of funds, or other recommended timing.) ?.Discussion Concerning Potential Conflicts. Once the initial draft of the proposed Annual Workplan is prepared, the IC Chair, the Administrator, the Fiscal Agent and the Contracting Agent shall meet to review and discuss the Workplan and shall work cooperatively to identify and address any potential conflicts that could arise with regard to policies of the Administrator, the Fiscal Agent or the Contracting Agent. Examples include proposed sale of recycling containers or other goods at less than the purchase price (i.e. subsidized cost of compost bins for the home composting program); provision of recycling grants, prizes, incentives; and other such items. At the direction of the IC Chair, the Administrator shall further investigate any potential conflicts that have been identified, and shall, in consultation with the Fiscal Agent and the Contracting Agent, research and propose solutions for eac.h. If solutions cannot be found, the issue may be presented to the IC for further consideration and/or the IC Chair may direct the Administrator to revise the Workplan and Budget to remove the items creating the potential conflict. In this event the IC Chair will inform the IC of such action when the Annual Workplan and Budget are considered for approval. 5/6/13 27

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 4

CODE OF ETHICAL CONDUCT

1. Members shall strive to conduct all meetings, discussions and deliberations in a spirit of collaboration and partnership. Members shall treat all persons with respect and courtesy. In the course of discussions, members shall make their arguments on the merits of the issue rather than engaging in personal remarks or attacks on persons holding positions other than their own.

2. All members shall remain aware that the activities of the TAC are funded by fees, raised from the public; and that the TAC is recommending expenditures of public funds. Members shall act prudently and in the best interest of the public when making fiscal and policy decisions.

3. Members shall voluntarily recuse themselves from all discussions and votes, and shall refrain from expressing any opinion to other members on issues where any one of the following apply:
a. The member holds a financial interest such that the member could financially benefit from the action or issue being considered. b. The member is an owner or investor of a business the TAC is considering doing business with.
c. The member owns land that is being considered for purchase or lease by theTAC or by any program funded by the TAC.
d. A charity, community group or non-govemmental organization to which the member belongs or contributes funds would receive funds from the TAC for projects or services.
e. A person in the member's family could benefit financially from the action or issue being considered. Family includes the members' spouse, children, step-children, grandchildren and step-grandchildren, as well as siblings and parents of the member and the member's spouse.

4. A member recusing themselves shall mean (a) announcing the member has a conflict of interest when the item is opened for discussion, (b) leaving the meeting room before discussion on the matter commences, and (c) not returning to the room until after discussion and any vote on the matter is concluded.

5. Members .shall periodically conduct a self-assessment and inventory of any potential conflicts of interest they may have and, if the member is unsure whether or not a conflict exists, the member shall discuss the issue with the TAC Chair, the Administrator, TAC Legal Counsel or legal counsel for the member's own agency.

6. In the event a member fails to recuse him or her self during discussion of an issue where the member appears to have a conflict of interest, the Chair of the meeting shall ask the member to recuse him or her self and shall halt discussion about the issue until the member has left the room.

7. Members shall not engage in financial transactions using non-public information nor allow the improper use of such information to further any personal or private interest.
516113 28

TAC MEMORANDUM OF AGREEMENT

8. Members s_hall not solicit or accept any gift or other item of monetary value from any person or entity seeking official action from, doing business with, or conducting activities regulated by the TAC, or whose interests may be substantially affected by actions of the TAC. Gifts do not include coffee, tea, · donuts, discounts available to the general public, greeting cards or plaques of minor intrinsic value. It is appropriate and prudent for members to decline even items of minor intrinsic value from sources described in this section.

9. Members shall not knowingly make unauthorized commitments or promises of any kind purporting to bind the TAC to take any type of action or to approve any contract, program or other commitment.

10. Members shall not use their membership on the TAC for private gain.

11. Members shall always act impartially and objectively and not give preferential treatment to any organization or individual.
.12. Members shall not seek or accept any contract to provide services to the TAC for a period of at· least six (6) months after termination of their membership on the TAC.

13. Members shall adhere to, and be vigilant that the TAC adheres to, all applicable state, federal and local laws and regulations.

14.AII members shall participate in a TAC-sponsored Ethics Training bienr:,ially.

15. Members shall endeavor to avoid any actions or statements that violate, or that create the appearance that they are violating, the law or any ethical standards set forth in this Attachment.
5/6/13 29

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 5

PROCEDURES FOR TRANSFER OF COUNTYWIDE FUNDS FROM FISCAL AGENT

TO CONTRACTING AGENT
The following procedures shall be used in the event the Fiscal Agent and the Contracting Agent are different PARTIES./ ,

1. As part of its review and approval of the Annual Workplan and Budget, the IC shall establish the amount of funds and the schedule for transfer of funds from the Fiscal Agent to the Contracting Agent for the upcoming fiscal year.

2. Upon approval of the Annual Workplan and Budget by the Commission, the IC may take appropriate actions consistent with the Annual Workplan and Budget, including but not limited to, the following: ·
A. Direct the Fiscal Agent to transfer specific amount(s) of Countywide Funds to the Contracting Agent on a specified schedule. The schedule may call for annual, quarterly, or more frequent transfers, as needed for the fiscal year.

B. Adjust the timing and/or the amount(s) of funds to be transferred by the Fiscal Agent to the Contracting agent if circumstanc~s change during the year, or if there are other reasons to do so.

C. In the event the IC directs a change in the scope of work for an existing Outside Contractor that will increase the cost of the work, the IC may direct the Fiscal Agent to transfer additional funds to the Contracting Agent to pay for the amended scope of work.

3. In the event the Fiscal Agent is also serving as the Ac;jministrator, the IC shall direct the Fiscal Agent to transfer funds to th_e Contracting Agent for payment of the Administrator. The Contracting Agel)t shall pay the Administrator pursuant to the contract executed between the Contracting Agent and the Administrator.

4. If a single PARTY is serving as the Fiscal Agent and the Contracting Agent, the IC may direct that PARTY to retain a specified amount of Countywide Funds to pay the PARTY for performing the services of Fiscal Agent and Contracting Agent.

5. In the event a single PARTY is serving as the Fiscal Agent, the Administrator and the , Contracting Agent, the IC will direct the PARTY to implement the Annual Workplan and Budget as approved by the IC and the Commission. This includes paying the costs specified in the approved Budget for the PARTY performing the duties of the , Administrator, the Fiscal Agent and the Contra'cting Agent, as well as carrying out the duties of each.

6. If the Contracting Agent is, at any time, running out of funds or projects a shortfall in funds due to changed conditions or circumstances, the Contracting Agent shall immediately inform the IC and the Fiscal Agent and proceed according to the directions of the IC.

7. When making transfers of funds to the Contracting Agent, the Fiscal Agent shall make the required arrangements for an electronic transfer of funds or for preparation of a check made payable to the Contracting Agent.

8. If the Contracting Agent does not receive funds from the Fiscal Agent pursuant to the schedule directed by the IC, the Contracting Agent shall promptly inform the Fiscal Agent and the Fiscal Agent shall promptly arrange for the funds to be transferred. 5/6/13 30

TAC MEMORANDUM OF AGREEMENT
9: At the end of the fiscal year, the IC will review the Year End Contract Status Report from the Contracting Agent, the Year-End Budget Report from the Fiscal Agent, and the Year-End Report from the Administrator. The IC may direct the Contracting Agent to transfer unspent, unencumbered funds to the Fiscal Agent or to retain such funds for use in the following fiscal year. The Contracting Agent will promptly comply with the directions of the IC.

10. If the IC directs the Contracting Agent to transfer unspent funds to the Fiscal Agent, the Fiscal Agent shall acknowledge receipt of s'uch funds to the Contracting Agent and shall note the transfer in the accounting records of the Fiscal Agent pursuant to generally accepted government accounting procedures.
5/6/13 31
County of Santa Clara
Department of Agriculture and Environmental Management
Recycling and Waste Reduction Division
1555 Berger Drive Suite 300
San Jose, CA 95112
(408) 282-3180
Fax ( 408) 282-3188
DATE:

TO:

FROM:

RE:

September 2, 2014
Clerk of the Board
LisaRose 1--tJ
Memorandum of Agreement
http://www.ReduceWaste.org
Attached are the original, signed copies of the Agreement Creating the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, signed by each Party to the Agreement. Please forward an executed copy to me (electronically) and I will distribute to each of the cities. Please contact me at 408-282-3166 or [email protected] if you have any questions.

Board of Supervisors: Mike Wassennan, Cindy Chavez, Dave Cortese, Ken Yeager, S. Joseph Simitian County Executive: Jeffrey V. Smith
DocuSign Envelope JD: F14D4D16-76CD-4EFE-852C-B1A3240516C7

MEMORANDUM OF

UNDERSTANDING AMONG LOCAL

PUBLIC AGENCIES IN

SANTA CLARA COUNTY

FOR FOOD RECOVERY PROGRAM COSTS
SECTION 1. OVERVIEW
This Memorandum of Understanding (''MOU") is between the cities of Cupertino, Gilroy, Los Altos, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, and Sunnyvale; the town of Los Altos Hills; the County of Santa Clara; and the West Valley Solid Waste Management Authority on behalf of its member agencies, the cities of Campbell, Monte Sereno and Saratoga; and town of Los Gatos; collectively "Parties" or individually as a "Party." SECTION 2. RECITALS
WHEREAS, the signatory Parties are also "PAR TIES" to the Memorandum of Agreement for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, which is a Committee of the County of Santa Clara Recycling and Waste Reduction Commission th.at advances the interests of Party jurisdictions by petforrning technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget;
WHEREAS, the Pa1ties have previously agreed to jointly fund the cost of a countywide edible food recovery program to satisfy their respective obligations -under SB 13 83 (20 l 6) and the corresponding regulations;
WHEREAS, the County of Sahta Clara is the Fiscal Agent for the Technical Advisory Committee (TAC) to the Santa Clara County Recycling and Waste Reduction Commission and the City of Morgan Hill is the Administrator and Contracting Agent for the TAC; WHEREAS, the City of Morgan Hill, as Program Administrator and Contracting Agent, has contracted with Joint Venture Silicon Valley to implement and manage the countywide Food Recovery Program (''Program") for Fiscal Year 2023/24;
WHEREAS, the Parties desire to execute this MOU to provide for their respective share of costs for the Program;
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1 DocuSlgn Envelope ID; F14D4016-76CD-4EFE-B52C-B1A3240516C7 SECTION 3. PURPOSE OF THE MOU
The purpose of this MOU is to establish a means of requiring:

Payment by the Patties for their share of the costs for implementation of the Program.

SECTION 4. EFFECTIVE DATE
This MOU shall be effective upon execution of this MOU by all Parties ("Effective Date").

SECTION 5. PAYMENTS UNDER TIDS MOU
For purposes of the Program, the County of Santa Clara is the Fiscal Agent and the City of Morgan Hill is the TAC Administrator and Contracting Agent, as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

The Parties agree to share costs for the services as described in Exhibit A of this MOU.

The County of Santa Clara wiJI, within thirty (30) days of the Effective Date of this MOU, submit to the other Patties an invoice for the amounts due under the MOU. Each party will make their payment to the County of Santa Clara based on the invoice amount.

SECTION 6. RECORDS AND ACCOUNTS
The County of Santa Clara will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the County of Santa Clara, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 7. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all fi.nther assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties' performance of their obligations under this MOU.

SECTION 8. REPRESENTATIONS AND W ARRANTJES
Each Party represents and wan-ants to all other Parties as follows:

Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

Due Execution: Each Party's representatives who sign this MOU are duly authorized to sign and bind their respective agency.
2 DocuSign Envelope. ID: F14D4O16-76CD-4E:FE-B52C-B1A3240516C7 SECTION 9. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise, and all such remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 10. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, i11stead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Pruties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, ham1less from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Pruty under this MOU. No Pa1iy, nor any officer, board member, or agent thereof shaII be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, boru·d members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. The obligations set fo1th in this paragraph will survive termination and expiration of this MOU.

SECTION 11. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other pa1t shalJ be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 12. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.

SECTION l3, COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but al I of which together shall constitute one and the same instrument.

SECTION 14. USE OF ELECTRONIC SIGNATURES
Unless otherwise p.rohibited by law, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract" refers to a transmission by 3 DocuSlgn Envelope ID: F14D4D16-76CD-4EFE-B52C-61A3240516C7 facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by the City of Morgan Hill. For the purposes of this agreement, the approved methods of signing shall be via DocuSign or original ink signature signed in counterpart and scanned over to the CITY via electronic mail.

SECTION 15. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that tbe terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU.

SECTION 16. NO LEGAL RELATIONSHIP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 17. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:

D ,m2~gmuo - City Manager
Date: 5/2/2023
ApprdWT2a'ifffl4fonn, Cupertino
Date: 5/1/2023
f i,J,uCtty
Date:
•
or
Fe,BJQ!,fF09254E3
uuroy
5/2/2023
- City • Manager Approv£\9~§8f86rohn,
Date: 5/4/2023
Gilroy
~ 454 •.
5/1/2023
4 DocuSign Envelope ID: F14D4O16-76CD-4EFE-B52C-B1A3240516C7 City off.'cts8'Att'o'!r- City Manager
Date: 5/1/2023
~:;:;·t . .t
Town' Hiefs~~tos Hills - Town Manager
Date: 5/1/2023
DocdSlgnod by:
fl.slwliv,.i b.w-ol. ~~~ - City Manager/ 1tc:rtl,/q
Date: S/l0/2023
City oi~~f~!W'Hill - City Manager
Date: 5/5/2023
oocuSrgnud by:

City o Mdtll\!flfffl"View - City Ma11ager
Date: 5/5/2023
1 'B"fMcfi1.i1ftain View - Public Works Director
Date: 5/1/2023
City of San Jose -~r
Date: 5/2~ /202..3
Ci~ City Manager
Date: 5/7/2023
5 Approva as o ·oim, Los Altos
Date: 5/1/2023
Appro~rtf6~~ri3°1-itrn Los Altos Hills
Date: 5/19/2023
~Docustgned by:

Awr~
Date: 5/1/2023
Approv!flfHff811tJ, Morgan Hill
Date: 5/1/2023
App fiti.~~ffll~t-m, Mountain View
Date: 5/3/2023
~~-- -- c. f M . v· p · 12AcAe,oeFe404af .• 1ty o ountam 1ew - mance, Administrative Services Director
Date:
~
5/2/2023
Approval aslo form. San Jose
D11fo: (q_ I I U) 1..; I
Approvaf9£°s 8{tfi4<54J{;:; Santa Clara (City)
Date: 5/22/2023
DoouSign Envelope ID: f 14D4Di6-76CD-4EFE-B52C-B1A3240516C7 • 1E6 3C0 34 F... • C1~~unHy~afe - City Manager
Date: 5/2/2023
DocuSignod by:

Coun mfflt~8elara - Director of Procurement
Date: 5/1/2023
:.◄ ~0ij~7640 J:,141\1.. West va11ey ~oua Waste Management Authority - President
Date; 5/1/2023
City ofif£1~~8fl:46°~ City Manager
Date: 5/5/2023
6 Approva1,.~6i8%4Nn, Sunnyvale
Date: 5/1/2023
DocuSlgne~ by:

Ap , Santa Clara County
Date: 5/1/2023
Approv~Fa5l°t8¥olf4n, West Valley Solid
Waste Management Authority
Date: 5/8/2023
[?="~ Approv!1flf~Ffd39/4cf&n , C- 1-·ty_o_f _P-al_o_A_lto-- Date: 5/11/2023
DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7

EXHIBIT A

COSTS AND SCOPE OF SERVICES
Proposed Jurisdiction Contributions for Base Program and Infrastructure - FY 23-24 Program Costs ., ' - •! r:
t Initial 8ase"Program Base~rogram ·( I- Initial Local 'Asst. ' . program ; Contract Cost · °(:ontriliirtion · Potential I Gran~(~~) "pledge0· ' Tier 1- - Tier 2 Total ($133 per, ($1'33 per • 1, Infrastructure Enhancement Jurisdictions Allocation l9%pflXG Gen~rators-; µenerat.6~~. Ge·11er~ors · generato~) .generator) Enllancements "9ntrlbirtlon Campbell $ 55,495 $ 10,544 11 49 60 $ 7,980 $ 7,980 $ 2,564 $ 2,564 Cupertino $ 77,953 $ 14,811 10 80 90 $ 11,970 $ 11,970 $ 2,841 $ 2,841 Gilroy $ 75,255 $ 14,298 11 48 59 $ 7,847 $ 7,847 $ 6,451 $ 6,451 Los Altos $ 41,038 $ 7,797 7 34 41 $ 5,453 $ 5,453 $ 2,344 $ 2,344 Los Altos Hills $ 20,000 $ 3,800 0 2 2 $ 266 $ 266 $ 3,534 $ 3,534 Los Gatos $ 41,465 $ 7,878 10 45 55 $ 7,315 $ 7,315 $ 563 $ 563 Milpitas $ 100,259 $ 19,049 21 92 113 $ 15,029 $ 15,029 $ 4,020 $ 4,020 Monte Sereno $ 20,000 $ 3,800 0 1 1 $ 133 $ 133 $ 3,667 $ 3,667 Morgan Hill $ 63,156 $ 12,000 1S 43 58 $ 7,714 $ 7,714 $ 4,286 $ 4,286 Mountain View $ 109,638 $ 20,831 17 114 131 $ 17,423 $ 17,423 $ 3,408 $ 3,408"' Palo Alto $ 89,759 $ 17,054 7 106 113 $ 15,029 $ 15,029 $ 2,025 $ 2,025 San Jose $ 1,351,654 $ 256,814 212 787 999 $ 132,702 $ 132,702 $ 124,112 $ 124,112 Santa Clara $ 172,504 $ 32,776 40 162 202 $ 26,866 $ 26,866 $ 5,910 $ 5,910 Saratoga $ 41,085 $ 7,806 2 26 28 $ 3,724 $ 3,724 $ 4,082 $ 4,082 Sunnyvale $ 202,777 $ 39,368 26 144 170 $ 2.2,610 $ 22,610 $ 16,758 $ 16,758 Unincorporated sec $ 113,337 $ 23,000 ... 13 35 48 $ 6,384 $ 6,384 $ 16,616 $ 16,616 Totals $ 2,575,374~ $ 491,627"" 402 1768 2170 $ 288,445" $ 288,445 $ 203,182"" $ 203,182 ' ' ;
' I ' I
West Valley Cities: FY 23-24 contributions funded by West Valley Solid Waste Management Authoriq $ 19,152 $ 10,876 Not1:::_l~!t!~_I_ f?~Ofl:~m pled~e was based~~-P~<?i!§ln:'.c~s~ ~stimate before pro~~m es!ablis_hment and experience with program scope of_work.

Enhancement Contributions may be reduced, but not the Base Program Contribution. .

Contributic>ns to infrastructure Enh.ancements by each a'gency are subject t"o change pending final approvals 'by each Agency.

DocuS1gn Envelope ID; F'14D4D16-76CD-4EFE-B52C-81A3240516C7 EXHIBIT A:

SCOPE OF SERVICES
Base Program - Countywide Food Recovery Program Management From July l, 2023 to June 30, 2024, Joint Ventw-e Silicon Valley will run the Santa Clara County Food Recovery Program, serving as the food recovery program (Program) on behalf of all jurisdictions (Jurisdictions) of the Parties, and coordinating with any Paiiy perfo1ming their own enforcement.

The Base Program

1. Will develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate within the Party's boundaries and replace the need for the Party to create such a program on its own.

2. Each year by March, the Program will conduct a review of new Tier 1 and Tier 2 Entities, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 Lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

3. Provide Parties with requirements for inclusion in the 'large event' list requested from each Party, as well as provide electronic materials for distribution for large event planners.

4. Shall provide Parties with the information and data necessary for the Parties to make their required reports to Ca!Recycle.

5. Sha]l retain records of inspections for each Party for a minimum of five (5) years.

6. Shall notify the Party promptly about any related issues that require the Party's assistance or to request the Party lead in resolving the issue(s) that arise related to non-compliance.

7. Shall fulfill the ammal education requirement for the Parties and provide the data needed for the Parties to complete required CalRecycle reports.

8. Shall condµct generator and Food Recovery Organization/Services requests for reports, compile the results, and communicate those results to the jurisdictions for inclµsion in the Implementation Record Data Summary, and to Santa Clara County for use in future Capacity Planning efforts.

9. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Tier One businesses, Tier Two entities and Organizations, and Food Recovery Organizations and Services.
10, The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, as well as a list of Food Recovery Organizations and Services. The list will be annually updated and made accessible to Tier I and 2 Entities.
ii
QocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7

11. The Program leadership shall represent the interests of the Program with other entities, Counties, and CalRecycle.

12. The Program leadership shall create reports about Program activities at the end of each fiscal year. These reports shall include monitoring statistics, details on overall compliance, compliance in certain sectors, total number of pounds of food recovered, and a summary of al I enforcement actions taken.

13. Statistics about food recovery in Santa Clara County wilJ be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard and the Annual Sustainability Rep01t
All Pa1ties to this MOU will receive the Base Program services.

Infrastructure Enhancements Program
As shown in Exhibit A of this MOU,jurisdictions have chosen to contribute to the edible food recovery lnfrastruoture Enhancements Program whfoh will direct additional food recovery resources to participating jurisdictions between July 1, 2023 and June 30, 2024. The Infrastructure Enhancements Program will include two subprograms, described as follows:
1) Small Capacity Grants. Grants will be issued to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be sollcited, awards will be issued, and fonds wrn be distributed. Joint Venture Silicon Valley will provide jnfo1mation for Annual Reporting that shows .how contributions to this subprogram were spent on behalf of each participating Agency.
2) Food Waste Prevention Classes. A webinar/in-person series will be advertised for different sectors regulated Wlder SB 1383 (e.g., restaurants, hospitals, schools, large events). TI1e series will promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices, and teach businesses and organizations how to comply with SB "I 383 and local ordinances. The series will start with Tier 2, and then move into Tier 1 groups that answered 'zero pounds' in their reports, if funding allows. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Party.
iii
DocuSign·
Certificate Of Completion
Envelope Id: F14D4D1676CD4EFEB52CB1A3240516C7 Status: Completed Subject: Complete with DoouSlgn: FRP _SharedCostAgrmt_MOU_removed West Valley Cities final_ 4sigsMV _5.1 .23.pdf Source Envelope:

Document Pages: 9
Certificate Pages: 12
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 27
lnilial·s: O
Time Zone: (UTO-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
511/2023 9:56:15AM
Security Appliance Status: Connected
Storage Appliance Status: Connected
Signer Events
Andy Faber
[email protected]
City Attorney
Security Level: Email, Account Authenticatfon
(None)
Electronic Record and Signature Dis closure:

Accepted: 51412023 2:33;49 PM
ID: 019fde0b-2610-414b-b6c6-f1 cdbd3fbdb8
Ashwini Kantak
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5110/2023 10:15:19 AM
ID: 3d99ce9d-2d92-432f-bb5e-f3fae0bf276d
Calo Arellano
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1112023 6:02:19 AM
ID: b8fef4c7-5026-4fad-93f9-5c1501443e4c
Christina Turner
chrlstina,[email protected]
City Manager
City of Morgan Hill
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Holder: City Clerk's Office
[email protected]
Pool: StaleLocal
Pool: City of Morgan Hill
Signature
Signature Adoption: Pre-selected Style
Using IP Address-: 68.121.158.241
Signature Adoption: Pre-selected Style
Using IP Address: 50.59.22.2
Signature Adoption: Uploaded Signature Image
Using IP Address: 98.47.120.62
1(i;;:·~
~tlt>Ol i l!AF549!M-40 ...

Signature Adoption: Pre-selected Style
Using IP Address: 107.115.112.18
Envelope Originator:

City Clerk's Offlce
17575 Peak Ave
Morgan HIii, CA 95037
[email protected]
IP Address: 152.44.239.118
Location: DocuSign
Location: DocuSign
Timestamp
Sent: 5/1/2023 11:08:40 AM
Viewed: 514/2023 2:33:49 PM
Signed: 5/412023 2:34:21 PM
Sent: 5/112023 11 :08:42 AM
Vfewed: 5110/2023 10:15:19 AM
Signed: 5/10/2023 10:15:43 AM
Sent: 5/1/2023 11 :08:53 AM
Resent: 5/112023 11 :55:46 AM
Viewed, 5/11/2023 6:02:19 AM
Signed: 5111/2023 6:02:43 AM
Sent: 5/112023 11 :08:44 AM
Viewed: 515/2023 5:52:03 AM
Signed: 51512023 5:53:50 AM
Signer Events
Accepted: 5/5/2023 5:52:03 AM
ID: de0d7 e 7d-5dcf-41 b 1 •a264-c221890ae38b
Cl1ristopher D. Jenson
ch([email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11 :16:38 AM
ID: 1 b0621 ee-947f--4d4e-9466-6edb 7d312f06
Dawn S Cameron
dawn [email protected]
Security Level: Email. Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 4:53:11 PM
ID: 3be33e4c-c54b-401a-a33e-Oc220o19193o
Derek Rampone
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11:21:57 AM
ID: a0de42d3-bc19-4af4-91ff-d09e62fa3f69
Diana Fazely
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure;
Accepted: 5/3/2023 2:22:56 PM
ID: 27 4e 1052-6eb2-41 dc-abdb-7e1a 7fc9dc69
Donald Larkin
[email protected]
City Attorney/Risk Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11:15:41 AM
ID: 9330dec4-8ed0-4b73-b974-f34f502102bc
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 136,24.22.194
Signature Adoption: Pre•seJected Style
Using IP Address: 38.99.34.33
I/OocvSfgn1d
~
by:

Signature Adoption: Drawn on Device
Using IP Address: 38.99.34.33
Signature Adoptfon: Pre-selected Style
Using IP Address: 73.189.195.168
Signature Adoption: Pre-selected StyJe
Using IP Address: 71.93.229.68
Timestamp
Sent: 5/1/2023 11:08:39 AM
Viewed: 5/1/2023 11 : 16:38 AM
Signed: 5/1/2023 11:17:56' AM
Sent: 5/1/2023 11 :08:43 AM
Viewed; 5/1/2023 4:53:11 PM
Signed: 5/1/2023 4:55:46 PM
Sent: 5/1/2023 11;08:43 AM
Viewed'. 5/1/2023 11:21:57 AM
Signed: 5/2/2023 3:28:25 PM
Sent: 5/3/2023 1 :48:51 PM
Viewed: 5/3/2023 2:22:56 PM
Signed: 5/3'!2023 2:23:07 PM
Sent 5/1/2023 11 :08:50 AM
Viewed: 5/1/2023 11:15:41 AM
Signed: 5/1/2023 11:16:52 AM
Signer Events
Ed Shlkada
[email protected]
Security Leve·I: Emajl, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted; 5/3/2023 11 :01 :32 AM
ID: 9d7491 c6-779e-4f4b-b273-c1976a41 b3F0
Gabriel Engeland
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record am;! Signature Disclosure:

Accepted: 5/1/2023 8:37:12 PM
ID: 230984e0-2f4e-4f90-b622-22a8591a831d
Jimmy Forbis
[email protected]
Clly Administrator
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/2/2023 10:43:36 PM
iD: 079f1 c50-59b3-4ecc-83b7-32815a1 f536d
Jolie Houston
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11 ;54:20 AM
ID: 042dl2e9-3f1d-457d-ae19-cc9eed44d0e1
Jovan D. Grogan
Jgrogan@santaclaraca,gov
Security Level: Email, Account Authenllca.Uon
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:45:07 AM
ID: 5e9934b0-786a-4665-8462•3e11503a84ca
Kent Steffens
[email protected]
Security Level: Emali, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Signature
Signature Adoption: Pre-selecled Style
Using IP Address: 199.33.32.254
Signature Adoption: Pre-selected Style
Using IP Address: 98.248.50.11
Signature Adoption: Pre-selected Style
Using IP Address: 71 .93.228.96
Signature Adoption: Pre-selec!ed Style
Using IP Address: 68.121 .158.241
Signature Adoption: Drawn on Device
Using IP Address: 172.58.88.157
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 198.94.221 .66
Timestamp
Sent 5/1/2023 11 :08:53 AM
Vlewed: 5/3/2023 11 :01 ;32 AM
Signed: 5/5/2023 9:56:54 AM
Sent: 5/1/2023 11:08A2 AM
Viewed: 5/1/2023 8:37:12 PM
Signed: 5/1/2023 8:37:25 PM
Sent: 5/1/2023 11 :08:41 AM
Viewed: 5/2/2023 10:43:36 PM
Signed: 5/2/2023 10:43:53 PM
Sent: 5/1/2023 11 :08:45 AM
Viewed: 5/1/2023 11:54:20 AM
Signed: 5/1/2023 11 :54:44 AM
Sent: 5/1/2023 11 :08:49 AM
Viewed: 5/5/2023 7:45:07 AM
Signed: Sll/2023 11 :56:55 J\M
Sent: 5/1/2023 11 :08:48 AM
Viewed: 5/212023 8:36:02 PM
Signed: 5/2/2023 9:33:31 PM
Signer Events
Accepted: 5/2/2023 8:36:02 PM
ID: 40f98182-e26c-41 ee-b04a-2bf2d2e405ed
Kimbra McCarthy
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:14:02 AM
IP: 9e3ea2b7-42c9-42a5-b420-67899d0a56.25
l<irsten Powell
[email protected]
Secur]ty Level: Email, Account Authentication
{None)
Electronic Record and Signature Disclosure:

Accepted: 5/8/2023 8:30:54 AM
ID: 39ea5193-a 104-46d7-be4b-b83b88d7 od9b
Luis M. Haro
[email protected]
Security Level; Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 1:21:38 PM
ID: 5cfd82b9-2c82-46c5-a 7 42-65b97 8ec14 75
Matthew Hada
[email protected]
Security Level: Email, Account Authentication
(None)
electronic Record and Signature Disclosure:

Accepted; 5/1/202311:35:37 AM
ID: 404a699c-fd90-4e90-b4ad-ffa503a42a9d
Michael Mutallpassi
[email protected]
Security Level: Email. Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 3:19:26 PM
ID: cc4c3433-1741-4297-a0fe-337910c7d908
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 104.9,124.184
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 73.63.184, 160
Signed' using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 38.99.1 14.1
Signature Adoption: Pre-selected Style
Using IP Address: 146.74.1.98
Signature Adoptton: Uploaded Signature Image
Uslng IP Address: 50,59,22.2
Timestamp
Sent; 5/1/2023 11 :09:04 AM
Viewed: 5/5/2023 7:14:02 AM
Signed; 5/5/2023 7:16:33 AM
Sent: 5/1/2023 11 :08:59 AM
Viewed: 5/8/202.3 8:30:54 AM
Signed: 5/8/2023 8:31 :40 AM
Sent: 5/1/2023 11 :08:52 AM
Viewed: 5/1/2023 1:21 :38 PM
Signed: 5/22/2023 12:39:39 PM
Sent: 5/1/2023 11 :09:03 AM
Viewed: 5/1/202311 :35:37 AM
Signed: 5/1/2023 11:35:53 AM
Sent: 5/1/2023 11 :08:51 AM
Vfewed: 5/1/2023 3; 19:26 PM
Slgned: 5/1-/2023 3:21 :21 PM
Signer Events
Pamela Wu
[email protected]
Security Level; Email, Account Aulhenlication
(None)
Electronic Record and Signature Dlsclosure:

Accepted: 5/212023 8:37:35 AM
ID; 1 c99465f-8f73-49c8-9b49-c01366e90343
Peter Plmejad
[email protected]
Secudty Level: Email, Account Aulhentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/112023 1:20:03 PM
ID: 8a6c1047-d9f6-4897-b1c2-4d6b8f05017b
Rebecca Moon
[email protected]
Security tevel: Email. Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 511/2023 11:12:13 AM
ID: S97f2456-e21a--4906-98b9-783350938b41
Rob Hilton
[email protected]
Presldenl
Security Level: Emall, Account Authenticalion
(None)
Electronic Record and Signature Disclosure:

Accepted: o/1I2023 11 :09:68 AM
ID: 8f58b590-31f7-4c05-b2de-a151a1 OOfOad
Steve Mattas
[email protected]
Security Level: Email, Account Autnel'\lication
(None)
Elecvonic Record and Signature Disclosure:

Accepted: 5/512023 9:27:32 AM
ID: 1206ba84-549d-4f5a-ac2d-a9c8ab5r27bd
Willie Nguyen
willie.nguyen@cco,scc9ov.org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Signature
ln0oc:u91g111d by::

LC:;~.~ ...

Signature Adoption: Pre-selected Style
Using IP Address: 64.165.34.3
Signature Adoption: Pre-selected Style
Using IP Address; 50.239,26.174
Signature Adoption: Pre-selected Style
Using IP Address: 98.37.126.212
Signature Adoption: Pre-selected Style
Using IP Address: 24.6.115.57
Si,gnature Adoption: Pre-selected Style
Using lP Address: 174.197.76.94
Signature Adoption: Pre-selected Style
Using IP Address: 146.74.60.99
Timestamp
Sent 5/112023 11 :08:40 AM
Viewed: 512/2023 8:37:35 AM
Signed: 51212023 8:37:53 AM
Sent: 511/2023 11:08:54 AM
Resent: 5/1/2023 11 :48:47 AM
Viewed: 5/1/20231:20:03 PM
Signed: 5/1/2023 1:21:01 PM
Sent: 511 /2023 11 :09:00 AM
Viewed: 5/1/202311:12:14 AM
Signed: 5/1/2023 11 :17:31 AM
Sent: 6/112023 11 :08:58 AM
Viewed: 5/1/2023 11 :09:58 AM
Signed: 51112023 11: 10:41 AM
Sent: 5/1/2023 11 ;08:51 AM
Viewed: 51512023 9:27:32 AM
Sl9ned: 5/19/2023 9:51:08 AM
Sent: 511/2023 11:08:57 AM
Viewed: 5/1/202311:10:42 AM
Signed: 5/1/2023 11:15:46 AM
Signer Events
Aocepted; 5/1/2023 11 :10:41 AM
ID: a500d164-6176-4e97-a568-7cded4a68632
_In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Brad Eggleston
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Casey Leedom
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Chuck Muir
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Nol Offered via OocuSign
ClifChew
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSlgn
Cynthia lwanaga
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 9:24:00 AM
ID: 66b4I104-4cd0-4412-aff0-d3ab5542acf7
Dave Staub
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Hailey Gordon
[email protected]
Security Level: Email, Account Authenllcatlon
(None)
Signature
Signature
Status
Status
Status
Status
Status
COl?XIED

COIPIIEID
COPXrE[l)

COPJHEID

COPXIEIO
COPIED

COPIIED
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 5/1/2023 12:4 1 :43 PM
Sent; 5/1/2023 11 :08:46 AM
Sent: 5/1/2023 11 :08:47 AM
Resent: 5/1/2023 12:41 :42 PM
Sent: 5/1/2023 11 :09:02 AM
Viewed : 5/1/2023 11 :09:52 AM
Sent: 5/2/2023 7:49:20 AM
Viewed: 5/2/2023 8:25:53 AM
Sent: 5/1/2023 11:09:01 AM
Viewed: 5/22/2023 1:00:43 PM
Sent: 51112023 11 :08:59 AM
Carbon Copy Events
Electronic Record and Signature Dlsclosure:

Not Offered via DocuSign
Hemali Mikhael
hemali.mikhael@mountainview,gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Nor Offered via DocuSign
Ivan Carmona-Torres
lvan.carrnonalorres@morganhlll,ca.gov
Security Level: Email, Account Aulhenlication
(None)
Electronic Record and Signature Disclosure:

Nol Offered via DocuSign
Jennifer Cutter
jennif [email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kim Mancera
[email protected]
Municipal Services Assistant
City of Morgan HIil
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Nol Offered via DocuSign
Laura Lo
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michele Young
michele. [email protected] .OFQ
Security Level: Email, Account Authentication
(None), Logfn wllh SSO
Electron le Record and Signature Disclosure:

Not Offered via OocuSign
Myvan Khuu-Seeman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Paula Borg.es
[email protected]
Security Level: Email, Account Authentication
(None}
Electronic Record and Signature Disclosure:

Nol Offered via DocuSign
Status
COPIED
COIP!EID

COIPXIEID

COPJIED
COPXED

COIPIOED
Timestamp
Sent 5/1/202311 :08:46 AM
Sent: 5/1/2023 11 :08:58 AM
Viewed: 5/1/2023 11 :12:26 AM
Se.nt: 5/1/2023 11 ;08:52 AM
Viewed: 5/1/202311 :28:24 AM
Sent: 5/1/2023 11:08:56 AM
Sent: 5/1/2023 11 :08'.47 AM
Senl: 5/1/2023 11 108:57 AM
Viewed: 5/1/2023 3:57:39 PM
Sent: 5/1/2023 11 :0B:54 AM
Viewed: 5l22/202312:41 :10 PM
Sent: 5/112023 11 :OB:55 AM
Carbon Copy Events
Sarina Revillar
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shikha Gupta
[email protected] .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tania Katbi
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSlgn
Tanya Carothers
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSlgn
Ursula Syrova
ursu [email protected]
Securlty Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
WVSWMA
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
:Witness Events I
- - - - Notary Events
Envelope Summary Events
Envelope Sent
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status
COIPXIE[)
COIPX!EID)
COPXIEI.O
COIPX!EIO
COPlIIEIO
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Secur!ty Checked
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 5/1/2023 11 :OB:4B AM
Sent 511/2023 11 :09:02 AM
Viewe(l: 5/1/2023 11 :10:34 AM
Sent: 5/1/2023 11 :08:44 AM
Viewed: 5/22/202312:41 :18 PM
Sent: 5/1/2023 11 :08:45 AM
Sent: 5/1/2023 11 :08:41 AM
Viewed: 5/22/2023 12:41 :39 PM
Sent: 5/1/2023 11 :08:55 AM
Timestamp
Timestamp
Timestamps ·- - ... - - - 5/112023 11 :09:05 AM
5/1/2023 11 :48:46 AM
5/1/2023 11 :55:45 AM
5/1/2023 11 :55:45 AM
5/1/202312:41 :42 PM
5/1/2023 12:41:42 PM
5/2/2023 7:49:20 AM
5/3/2023 1 :48:51 PM
5/3/2023 1 :48:51 PM
5/1/2023 11 :1 0:42 AM
5/1/2023 11 :15:46 AM
5/22/2023 12:39:39 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and S(gnature Disclosure created on: 5129/2020 4:52:24 PM Parties agreed to: Andy Faber, Ashwini Kantak, Caio Arellano, Christina Turner, Christopher D. Jenson, Dawn S Cameron, Derek Rampone, Oiana Fazely, Donald La

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Morgan Hill (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Desc1ibed below are the tenns and conditions for providing to you such notices and disclosures electronically through the DocuSigo system.

Please read the information below carefully and thoroughly, and if you can access this infonnation electronically to yow- satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confum your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited peliod of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you wiIJ be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
l
If you decide to receive notices and disclosures from us electronically, you may at anytime change yow- mind and tell us that thereafter you want to receive required notices and disclosures only in paper fonnat. How you must info1m us of your decision to receive future notices and disclosw-e in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosmes to you in paper fonnat, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

AJl notices aod disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other .docmnents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadve1tently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper fonnat through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Morgan Hill:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certau1 infonnation from us, and to withdraw your prior con.sent to receive notices ru.id disclosures electronically as follows:

To con.tact us by email send messages to: [email protected] To advis-e City of Morgan Hill of your new email address To let us lmow of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information. from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through yowaccount preferences.

To request paper copies from City of Morgan Bill
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email
to [email protected] and in the body of such request you must state yom email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Morgan Hill
To infonn us that you no longer wish to receive future notices and disclosmes in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the b.ody of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online docwnents will be that transactions may take a longer time to process ..

Required hardwai-e and software
The minimum system requirements for using the DocuSign system may change over time. The cmrent system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-reguirements.

Acknowledging your access and consent to receive and sign documents electronically To confinn to us that you can access this infonnation electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for yam-future reference and access; or (ii) that you are able to email this'ERSD to an email address where you will be able to print on paper or save it for yom future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking "CONTINUE' within the DocuSign system.

By selecting the check-box next to ' I agree to use electronic records and signatures', you confirm that:
o You can access and read this Electronic Record and Signature Disclosure; aud o You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electrnnic Record and Disclosure to a location where you can print it, for future reference and access; and
• Until or unless you notify City of Morgan Hill as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Morgan Hill during the course of your relationship with City of Morgan Hill.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-571 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to execute the 2024-2027 Memorandum of Understanding Between the City of Santa Clara and the Santa Clara Employees’ Association (hereafter, “Unit 578”), which incorporates the terms of the Tentative Agreement, and Adoption of a Resolution to Update the Classified Salary Plan for Classifications represented by Unit 578.

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The Santa Clara Employees’ Association (hereafter, “Unit 578”) Memorandum of Understanding (hereafter, “MOU”) expired on December 24, 2023.

The City and Unit 578 began formal negotiations on a successor MOU on approximately August 3, 2023, and the parties had approximately fourteen (14) formal negotiation sessions. In addition, the parties met informally approximately three (3) times in order to discuss terms that may be included in an overall agreement on a successor MOU. On or about April 26, 2024, the parties reached an overall Tentative Agreement on the terms to be contained in a successor MOU. Unit 578 notified the City on or about May 10, 2024, that the Tentative Agreement was ratified by Unit 578 membership.

Updated Salary Plan
Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for both classified and unclassified positions. California Code Regulations Section 570.5 requires the adoption of updated publicly available salary schedules by the governing body. The attached Resolution approves the updated salary plan for all classifications represented by Unit 578 consistent with the terms of the subject Tentative Agreement.

DISCUSSION
The recommended action authorizes the City Manager to execute a successor Memorandum of Understanding with a term of December 24, 2023, through and including December 31, 2027, that incorporates the terms of the Tentative Agreement reached between both parties.

The following is a summary of the notable provisions of the Tentative Agreement, and a complete copy of the Tentative Agreement is attached:

Term:

December 24, 2023 - December 31, 2027
Wages:

Effective June 23, 2024, all salary ranges in classifications assigned to Unit 578 shall be increased City of Santa Clara Page 1 of 5 Printed on 5/31/2024
powered by Legistar™
24-571 Agenda Date: 6/4/2024
Effective June 23, 2024, all salary ranges in classifications assigned to Unit 578 shall be increased by approximately 5.0%
Effective December 22, 2024 (the first pay period of calendar year 2025), all salary ranges in classifications assigned to Unit 578 shall be increased by approximately 3.0%.

Effective the first pay period of calendar year 2026, all salary ranges for employees holding positions in classifications assigned to Unit 578 shall be increased by 3.0%.

Effective the first pay period of calendar year 2027, all salary ranges for employees holding positions in classifications assigned to Unit 578 shall be increased by 3.0%.

One-Time Non-Pensionable Discretionary Payment:

In recognition of, and to help secure the employees' speedy ratification of this MOU, the City has exercised its discretion to provide a one-time discretionary cash payment equivalent to approximately

1.0% of the employee’s base pay for regular employees (pro-rated for part-time employees) in the bargaining unit following Council approval of this MOU. The Parties intend and understand that this lump sum payment is non-pensionable and will not be reported to CalPERS. An employee must be employed in a classification assigned to Unit 578 at the time the one-time discretionary cash payment is made to receive the payment. The one-time discretionary cash payment shall be paid on June 28, 2024.

In addition, the City shall make a one-time discretionary cash payment equivalent to approximately $3,000 for regular employees in Unit 578 who received two (2) years of salary step freezes. The Parties intend and understand that this lump sum payment is non-pensionable and will not be reported to CalPERS. The one-time discretionary cash payment shall be paid on June 28, 2024.

Deferred Compensation:

On the pay date associated with the first pay period of calendar year 2025, the City shall make a onetime contribution equivalent to approximately 1.0% of the employee’s base pay at the time of the contribution on behalf of each represented employee in the City’s Section 457 deferred compensation plan. An employee must be in paid status and be enrolled in the City’s Section 457 deferred compensation plan at the time of the contribution in order to receive the City’s contribution.

On the pay date associated with the first pay period of calendar year 2027, the City shall make a onetime contribution equivalent to approximately 1.0% of the employee’s base pay at the time of the contribution on behalf of each represented employee in the City’s Section 457 deferred compensation plan. An employee must be in paid status and be enrolled in the City’s Section 457 deferred compensation plan at the time of the contribution in order to receive the City’s contribution.

Healthcare:

Effective January 1, 2025, employees will not receive any portion of the City’s contribution as cash or any other taxable benefit. This section does not apply to any employee receiving the cash-in-lieu benefit.

Non-Management Leave:

Effective December 22, 2024 (the first pay period of calendar year 2025), non-management leave shall be increased to forty (40) hours per calendar year for full-time regular employees. For calendar City of Santa Clara Page 2 of 5 Printed on 5/31/2024
powered by Legistar™
24-571 Agenda Date: 6/4/2024
shall be increased to forty (40) hours per calendar year for full-time regular employees. For calendar year 2024, employees shall receive sixteen (16) hours of non-management leave effective June 23, 2024.

Vacation Accrual Cap:

Effective June 23, 2024, the maximum vacation accrual rates shall be reduced from 450 to 420.

Employees who have a vacation balance over 400 hours on June 22, 2024, shall have any excess hours added to the employee’s Temporary Supplemental Vacation Accrual balance and employees shall be required to first use these accrued vacation hours.

Completed Years of Service Annual Accrual Maximum Vacation Accrual Limit
1 through 4 80 Hours 420 Hours
5 through 9 120 Hours 420 Hours
10 through 15 168 Hours 420 Hours
16 through 20 176 Hours 420 Hours
21 years + 192 Hours 420 Hours
Standby Pay:

Effective June 9, 2024, standby pay shall be increased to $20/day ($140/week) from $100/week for employees in certain classifications.

Raingear/Footgear:

Effective the first pay period after July 1, 2024, employees in certain classifications shall receive a $150 stipend to purchase raingear.

Effective the first pay period after July 1, 2024, employees in certain classifications shall receive a $275 stipend to purchase safety boots.

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

FISCAL IMPACT
The City regularly budgets the total compensation cost for its current employees and integrates known and projected cost increases from MOUs in the City’s annual budget. The costs of this MOU are within budget authority approved by the City Council through the negotiation process. The FY 2023/24 budget has sufficient funding to cover the one-time discretionary payments. In FY 2024/25, the costs associated with the negotiated agreement are slightly above the amounts assumed in the FY 2024/25 Proposed Budget (variance of $88,000 in the General Fund and $74,000 in other funds).

It is anticipated that this additional amount will be absorbed within the existing budgets in FY 2024/25.

The chart below reflects the estimated changes in costs in the General Fund as well as all funds over City of Santa Clara Page 3 of 5 Printed on 5/31/2024
powered by Legistar™
24-571 Agenda Date: 6/4/2024
The chart below reflects the estimated changes in costs in the General Fund as well as all funds over the term of the MOU.

Estimated Costs
Item Description Estimated All
Funds Cost
Ongoing Items
Wages (FY 24/25) 5.0% $2.8M
Wages (FY 25/26) 3.0% $1.4M
Wages (FY 26/27) 3.0% $1.4M
Wages (FY 27/28)
July - Dec 2027

3.0% $707K
Raingear/Safety
Shoes
$150/yr $275/yr For
Eligible employees
$3K
Total Ongoing $6.3M
One-Time Items
Non-Pensionable
Discretionary
Payment (2024)
1% of Base Pay
(One-Time Payment)
$304K
Non-Pensionable
Discretionary
Payment (2024)
$3,000 for
employees with 2
year step-freeze
(One-Time Payment)
$219K
Deferred
Compensation (Jan
2025)
1% of Base Pay $381K
Deferred
Compensation (Jan
2027)
1% of Base Pay $404K
Total One-Time $1.3M
The savings associated with the healthcare change cannot be determined at this time as the City cannot predict enrollment behavior for the 2025 calendar year. In addition, any costs with the increase to standby pay and changes to rest periods are unknown.

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 City of Santa Clara Page 4 of 5 Printed on 5/31/2024
powered by Legistar™
24-571 Agenda Date: 6/4/2024
(408) 615-2220, email [email protected] <mailto:[email protected]>, or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute the Memorandum of Understanding between the City of Santa Clara and the Santa Clara Santa Clara Employees’ Association (Unit 578) with effective dates of January 1, 2024 - December 31, 2027, that incorporates the terms of the Tentative Agreement in a final form approved by the City Attorney; and

2. Adoption of a Resolution to approve the revised salary plan for various classified positions to satisfy the requirements of California Code of Regulations Section 570.5.

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Tentative Agreement between the City and Unit 578 dated April 30, 2024

2. Classified Salary Plan Eff 6-23-2024 (for Council 6-4-2024)

3. Resolution
City of Santa Clara Page 5 of 5 Printed on 5/31/2024
powered by Legistar™
2023 CITY OF SANTA CLARA – CITY OF SANTA CLARA – CITY OF SANTA CLARA EMPLOYEES’ ASSOCIATION (UNIT 5/7/8) NEGOTIATIONS
City of Santa Clara

Page 1 of 2 ends

City Council and Authorities ConcurrentJune 4, 2024

City Council and Authorities Concurrent
June 4, 2024