City Council and Authorities Concurrent
June 25, 2024

MEMORANDUM OF UNDERSTANDING

PURPOSE
DOJ
and the Santa Clara County Department of Public Health
grant funds to Grantee for reimbursement of expenditures in compliance with the California Code of Regulations and the Fiscal Year 2023-24 Grantee Handbook.

Commencing January 1, 2023, the California Code of Regulations, Title 11, Division 1, Chapter 5:

Department of Justice Tobacco Grant Program
procedures of the Tobacco Grant Program. In the event of a conflict between this MOU and the TGP Regulations, the TGP Regulations shall control.

The TGP Regulations, Request for Proposals, Grantee Handbook (dated March 2023), and Summary of Award document are hereby incorporated by reference into this MOU. Grantee will expend funds for the purposes identified in the approved Summary of Award document. Reimbursements are to be funded under the California Healthcare, Research and Prevention Tobacco Tax Act of 2016, approved by the voters as Proposition 56.

COST REIMBURSEMENT
DOJ performing the
project or scope of work included in the approved Summary of Award document. Reimbursements will be made upon receipt of invoices from Grantee and approval of the invoices by DOJ, in accordance with the reimbursement procedures set forth in the TGP Regulations and Grantee Handbook.

BUDGET CONTINGENCY CLAUSE
It is mutually agreed, if the Budget Act of the current fiscal year and/or any subsequent years covered under the MOU does not appropriate sufficient funds, the MOU shall be of no further force and effect.

In the event this situation occurs, DOJ shall have no liability to reimburse/pay any funds to Grantee, or to furnish any other considerations under this MOU. As well, Grantee shall not be obligated to continue performing the provisions of this MOU, for which the Grantee would have been reimbursed.

If funding for any fiscal year is reduced or deleted in the Budget Act for purposes of this MOU, DOJ shall have the option to either cancel this MOU with no liability occurring to DOJ, or offer an addendum to the Grantee to reflect the reduced amount.

DocuSign Envelope ID: D896FF91-DE75-46E0-8B03-5CB608DCE769 This Memorandum of Understanding ("MOU") is entered into by the Department of Justice (" ") ("Grantee"), for the purpose of disbursing
________________ ("TGP Regulations") shall govern the policies and agrees to reimburse Grantee in arrears, for Grantee's actual expenditures in Santa Clara County Department of Public Health DOJ-PROP56-2023-24-1-029

PROJECT BREACH-TERMINATION
Failure of a Grantee to comply with this MOU or the TGP Regulations shall be treated by DOJ as a breach of contract. If an act of noncompliance occurs, DOJ may take actions described within the TGP Regulations, including termination. DOJ may terminate this MOU and be relieved of any obligation to disburse grant funds to Grantee should Grantee fail to perform the scope of work at the time and in the manner provided in this MOU.

MISCELLANEOUS PROVISIONS
Addendum No addendum or variation of the terms of this MOU is valid unless made in writing, and signed by the duly authorized representatives of the parties.

Assignment This MOU is not assignable by Grantee in whole or in part.

Indemnification Grantee agrees to indemnify and hold harmless DOJ, its officers, agents and employees from all claims, liabilities, or losses in connection with the performance of this MOU.

Certifications Grantee certifies that it does not receive funding from a manufacturer, distributor, or advertiser of Cigarettes or Tobacco Products. Grantee further certifies that grant funds will not supplant existing state or local funds dedicated for the same purpose.

TERMS
Grant Duration: 11/1/2023 6/30/2027
Award Amount
Category of Expenditure Budget
FY 2023-2024
Budget
FY 2024-2025
Budget
FY 2025-2026
Budget
FY 2026-2027
Personal Services $4,287 $221,224 $227,993 $60,996
Operating Expenses and
Equipment $61,570 $291,154 $291,154 $0
Administrative Costs (Not to
Exceed 5%) $3,293 $25,619 $25,957 $3,049
TOTAL AWARD AMOUNT $1,216,296
The time limit for reimbursements against this award ends 6/30/2027. Requests for reimbursement received after 7/15/2027 cannot be considered by DOJ.

GRANTEE CONTACT INFORMATION
Joyce Villalobos, Program Manager III
County of Santa Clara Public Health Department
1775 Story Road, Suite 120
San Jose, CA 95122
(408) 483-6183
[email protected]
DocuSign Envelope ID: D896FF91-DE75-46E0-8B03-5CB608DCE769 Santa Clara County Department of Public Health DOJ-PROP56-2023-24-1-029

AUTHORIZATION
DOJ and Grantee, by their duly authorized officials, have executed this MOU on the respective dates indicated below. This MOU and any future addendums shall be e-mailed to [email protected], care of the Division of Operations, Grant Services Branch, Local Assistance Unit, Tobacco Grant Program, and will become fully executed upon completion of signatures from all parties.
___________________________________ ___________________ SUSAN ELLENBERG Date
President, Board of Supervisors
County of Santa Clara
Signed and certified that a copy of this document has been delivered by electronic or other means to the President, Board of Supervisors.

Attest:
___________________________________ ___________________ CURTIS BOONE Date
Acting Clerk of the Board of Supervisors
County of Santa Clara
Approved as to Form and Legality:
___________________________________ ___________________ JENNY LAM Date
Deputy County Counsel
County of Santa Clara
Approved: Approved:

SARAH L. RUDMAN, MD
Deputy Health Officer
County of Santa Clara
Date TINA CORDERO
CSCHS Chief Fiscal Officer
County of Santa Clara
Date
______________________________ ___________________
JENNIFER IVERY JOHNSON, Grant Manager Date
Division of Operations
California Department of Justice
___________________________________ ___________________ STACY HEINSEN, Administrative Manager Date
Division of Operations
California Department of Justice
__________________________________ ___________________
CHRIS RYAN, Chief Date
Division of Operations
California Department of Justice
DocuSign Envelope ID: D896FF91-DE75-46E0-8B03-5CB608DCE769 ~ DocuSigned by:

L~::t~4 2/21/2024
2/27/2024 2/27/2024
E73302B3F81 D48E ...

County of Santa Clara
Public Health Department
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian Page 1 of 4 County Executive: James R. Williams
24-4393
DATE: March 12, 2024 (Item No. 22)
TO: Board of Supervisors
FROM: Sara H. Cody, MD, Health Officer and Director of Public Health SUBJECT: California Department of Justice Tobacco Enforcement Grant

RECOMMENDED ACTION
Consider recommendations relating to the California Department of Justice Tobacco Enforcement Grant.

Possible action:
a. Ratify Grant Application submitted by the Public Health Department to the California Department of Justice relating to funds to support local efforts to address illegal sales of tobacco products to minors and increase compliance with local tobacco control policies in the amount of $1,216,296 for period November 1, 2023 through June 30, 2027. b. Approve Memorandum of Understanding with the California Department of Justice relating to grant funding to support local efforts to address illegal sales of tobacco products to minors and increase compliance with local tobacco control policies in an amount not to exceed $1,216,296 for period November 1, 2023 through June 30, 2027, that has been reviewed and approved by County Counsel as to form and legality.

FISCAL IMPLICATIONS
Approval of the recommended actions will have no impact on the General Fund. The Public Health Department received an award letter from the California Department of Justice Tobacco Grant Program for Proposition 56 funds in the amount of $1,216,296 for November 1, 2023 through June 30, 2027.

REASONS FOR RECOMMENDATION
Approved by voters in 2016, the California Healthcare, Research and Prevention Tobacco Tax Act of 2016 (Prop. 56) increased taxes on cigarettes and other tobacco products by $2.00 and established a Tobacco Enforcement Grant Program, administered by the California Department of Justice (DOJ). For Fiscal Year 2023-2024, an estimated $24.6 million was made available statewide to support local enforcement efforts to reduce the illegal sale of Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian Page 2 of 4 County Executive: James R. Williams
Agenda Date: March 12, 2024
tobacco products to underage individuals through enforcement and compliance interventions.

In response to the funding opportunity, the County of Santa Clara Public Health Department (PHD) submitted a joint proposal in partnership with multiple enforcement agencies from across the county, including the County of Santa Clara Department of Environmental Health (DEH), County Sheriff’s Office, and the cities of Campbell, Mountain View, Palo Alto, San Jose, Sunnyvale, and Santa Clara. Enforcement agencies contracted to do this work will conduct tobacco compliance checks at least twice per year at the point of sale (tobacco retail locations), aiming to check 480 retailers annually. In total, there are approximately 900 tobacco retailers located within these jurisdictions. All jurisdictions in the county were approached to participate in the joint proposal. Current funding received by PHD through Prop. 56 and Prop. 99 tobacco taxes is not allowed for local tobacco enforcement activities; therefore, this grant application fills a gap within our county.

The goal of the project is to reduce adolescent exposure and access to tobacco products, largely by reducing the percentage of youth who are able to access tobacco products through stores. This project solely focuses on tobacco retailer compliance strategies and does not include objectives or activities that focus on enforcement or penalties on youth or anyone in possession of tobacco products. The objectives to achieve these goals are as follows:

1. Conduct one to four tobacco decoy operations per year at licensed retailers, prioritizing retailers with previous tobacco sales violations, in each of the nine jurisdictions participating in the project, with a goal of checking at least 120 retailers per quarter or 480 annually.

2. Optimize the County’s robust enforcement and compliance data tracking system, with a public facing component, that tracks compliance check outcomes from tobacco enforcement operations by store location, city, date, type of violation, and violation outcome.

3. Increase compliance with state and local tobacco retailing laws through tobacco retailer education.

4. Continue to convene the county tobacco prevention task force and conduct meetings to provide trainings and address tobacco-related issues.

The recommended action supports PHD’s Strategic Plan priorities to engage partners and communities to improve community health. The underlying goals of these priorities are to reduce chronic disease prevalence and disparities, and to increase the number of healthy live years and reduce the burden of illness by establishing a more expansive and coordinated tobacco enforcement and compliance program to reduce youth access to tobacco products.

Reasons for Retroactive Request
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian Page 3 of 4 County Executive: James R. Williams
Agenda Date: March 12, 2024
In May 2023, DOJ released the notice of funding opportunity. In June 2023, PHD submitted its application and was notified of award in October 2023. In December 2023, PHD received the agreement from DOJ with a retroactive date of November 1, 2023, which precluded PHD from bringing the agreement to the Board prior to its effective date.

CHILD IMPACT
The recommended action will have a positive impact on children and youth through reducing their access and exposure to tobacco products.

SENIOR IMPACT
The recommended action will have a positive impact on seniors. A reduction in tobacco use leads to less secondhand smoke exposure.

SUSTAINABILITY IMPLICATIONS
The recommended action with have a positive impact on sustainability. A reduction in tobacco use leads to reduced impact from environmental impacts from tobacco waste, litter, and secondhand smoke impacts.

BACKGROUND
The mission of the County of Santa Clara Public Health Department’s Tobacco-Free Communities (TFC) Program is to improve the health of all residents and the workforce in the county by reducing illness and premature death attributed to the use of tobacco products.

Nearly one in four teens in the county have vaped and 7.7% currently use e-cigarettes. More than half of teens who currently vape reported purchasing their own vaping product, with over one in five of this group saying they buy them directly from a store, primarily vape and tobacco shops. There more than 1,000 tobacco retailers in the county, more than half in San Jose alone, and one in four are within two blocks of a school.

Through the 2021-2024 DOJ grant award, the County was able to re-establish a robust compliance program, steadily increasing the number of stores checked each year: 127 stores in 2022; 359 stores in 2023; 68 stores as of February 1, 2024. Despite the compliance check activities occurring, PHD and DEH continues to see high illegal sales rates, showing a need for additional strategies to target problematic retailers and to use local tobacco retail permit ordinance penalties as further deterrents.

CONSEQUENCES OF NEGATIVE ACTION
The Public Health Department would not be able implement the California Department of Justice Tobacco Enforcement Grant.

STEPS FOLLOWING APPROVAL
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian Page 4 of 4 County Executive: James R. Williams
Agenda Date: March 12, 2024
The Clerk of the Board of Supervisors is requested to please obtain the President’s and Clerk’s original signature on two copies of the Memorandum of Understanding and notify Jasmine Luna of the Public Health Department. Upon execution by the DOJ, the Public Health Department will return one fully executed agreement packet to the Clerk of the Board.

ATTACHMENTS:
• Tobacco Grant Program - Request for Proposal - DOJ-PROP56-2023-24-1 • Tobacco Grant Program – Grant Proposal - DOJ-PROP56-2023-24-1 • Agreement with California Department of Justice
• Tobacco Grant Program – Grantee Handbook March 2023

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
SECTION I: GENERAL INFORMATION
Contractor Name:
(As Displayed in SAP)
Purchase Order Number:

Agency/Department Name: Department
Number:

Brief Description of Services
Maximum Financial Obligation
The maximum amount payable to this Contractor
under this agreement shall not exceed:

Term of Agreement
Start Date: End Date:

Note: When left blank, start date will be the date executed by Authorized County Representative.

For County Use Only
Account
Assignment
Plant
Number
General
Ledger
(Expense
Code)
Cost
Center
(Dept.

Code)
Amount WBS
(Capital Project Code)
Internal
Order
(“PCA” code
– optional)
Line 1 Select
Line 2 Select
Line 3 Select
Line 4 Select
Line 5 Select
Upon Execution
H 0410
H 0410
H 0410
Select
Select
1002333
Public Health Department 0410
City of Santa Clara's Police Department to conduct decoy operations to enforce tobacco sales to underage individuals laws.
$27,680.00
06/30/2026
2525500 2919 $ 5,536.00 FY2024 103239
2525500 2919 $ 11,072.00 FY2025 103239
2525500 2919 $ 11,072.00 FY2026 103239

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 2 of 15
SECTION II: PARTIES TO AGREEMENT
Legal notices and invoices pertaining to this Agreement shall be sent to the appropriate contact person listed below, except as otherwise specifically provided for herein. Notices shall be in writing and served either by personal delivery or sent by certified or registered mail, postage prepaid, addressed as follows.

Notice shall be deemed effective on the date that the notice is personally delivered or, if mailed, three (3) days after deposit in the mail. Either party may designate a different person and/or address for the receipt of notices by sending written notice to the other party, which shall not require an amendment to this Agreement.

CONTRACTOR
Contractor Name:
(As Displayed in SAP)
Contact Person:

Street Address*:

City*: State: Zip:

Telephone Number*:

Email Address*:

SCC Vendor Number:
(As Assigned in SAP)
*To be completed for Independent Contractors Only – DO NOT COMPLETE FOR DEPENDENT CONTRACTORS

COUNTY OF SANTA CLARA
Agency/Department:

Program Manager/Contract
Monitor Name:

Street Address:

City: State: Zip:

Telephone Number:

Fiscal Contact:
(Accounts Payable Contact)
Contract Preparer:

City of Santa Clara
Carolyn McDowell
601 El Camino Real
Santa Clara CA
( 408) 615-4892
[email protected]
1002333
Public Health Department
Joyce Villalobos
1775 Story Road, Suite 120
San Jose
( 408) 483-6183
Mindy Mai
Ralitza Stankova
CA
95050
95122

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 3 of 15
SECTION III: CONTRACT AUTHORIZATION
It is agreed between County and Contractor that Contractor will, for the compensation described in this Agreement, perform the work described in Section V in accordance with all terms and conditions of this Agreement including all exhibits and attachments. In addition, County and Contractor assert that the tax withholding status and benefit documentation (Section IV) accurately reflect the anticipated working relationship between County and Contractor. Further, Independent Contractors shall comply with the County’s insurance and indemnification requirements. Contractor certifies that any applicable insurance waiver information (Section VII, B) is true and correct. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

SIGNATURES
Contract is not valid until signed by Contractor, County Counsel and County’s Authorized Representative.

County Agency/Department
Manager: Date:

County Agency/Department
Fiscal Officer: Date:

County Counsel Approval as to
Form and Legality
Date:
(Signature required on all contracts before execution by Contractor and County Authorized Representative)
Contractor: Date:

County Authorized
Representative: Date:
(Procurement Department; President, Board of Supervisors; or Delegated Authority) Office of the County Executive:

Date:
(Signature required when Board approved contract by a delegation of authority) Signed and certified that a copy of this
document has been delivered by
electronic or other means to the
President, Board of Supervisors.

Attest:

Curtis Boone
Acting Clerk of the Board of Supervisors
(Signature required when Board approved contract)
Date:

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 4 of 15
Select...

Select...

Select...

Select...

Select...

Select...

Select...

SECTION IV: DETERMINATION OF RELATIONSHIP STATUS
Dependent/Independent status is an important relationship distinction. It determines the contractor’s eligibility for Medicare and Social Security, Public Employees’ Retirement System benefits, and other benefits and affects how the contractor files tax returns and the contractor’s responsibility for various federal and state taxes.

Questionnaire to be Completed by Contracting Department to Determine Relationship Status of Contractor Supervision: Will the County have the right to tell the contractor how to do the work, when to arrive or leave work, or when to take breaks? Do you have other employees performing similar work with a similar degree of supervision? If the answer to any of these questions is YES, select YES from the dropdown.

Select...

Training: Will the County instruct the contractor on how to do the job or pay for external training? Select...

Incomplete Work: Will the Contractor be able to resign or terminate the contract without being held either financially or legally liable for unfinished work? Select...

Place of Work/Tools: Will the County provide the Contactor with a place to work at a County location and tools to do the job, i.e. computers, telephones, etc.? Select...

Length of Relationship: When the Contractor is hired to complete ongoing departmental duties or functions— answer YES. When the contractor is hired to complete a specific project that was not the regular tasks performed by County employees before— answer NO. Select...

Other Customers: Does the County prevent the Contractor from performing similar services for other customers, either due to the amount of work (full-time), or by contractual provision? Select...

Designation as Business Entity: If the Contractor has a business license or business certificate, or is a corporation, nonprofit organization, or school district, select “No” from the dropdown. (This does not pertain to professional licenses or certificates such as a license for a physician or architect.) Enter below the business license number and the city/entity where issued. Select...

Bus. License #: Issued by:

Payment Schedule: Will payments be made either as an hourly wage or as weekly/monthly salary? If payment is by commission or based on project milestones or deliverables, answer “NO” to this question. Be sure this answer matches the contract payment schedule in Section V.

Select...

Support Services: Will County employees or other independent contractors provide assistance to this Contractor? Assistance is defined as clerical, technical or professional support. Select...

If at least 5 of the above questions were answered “NO”, Contractor is an Independent Contractor. If 5 or more of the above questions were answered “YES”, Contractor is a Dependent Contractor, where the relationship resembles that of employer/employee. Tax withholding is required, and benefits are provided. Complete and attach the following forms: Employee’s Withholding Allowance Certificate—Federal Form W-4, State Withholding, Form DE-4, Determining PERS Eligibility and PERS Member Action Request. Visit www.ceo for more information regarding Dependent Contractors.

County insurance requirements do not apply to Dependent Contractors.

Contractor understands and agrees that the tax withholding and benefit status checked above is correct. Any changes to the contractor’s tax withholding and benefit status require a new contract. Contractor is responsible for any penalties and liabilities assessed by any taxing authority, based on a change of tax withholding and benefit status.

Contractor’s Initials: Dept. Fiscal Officer’s
Signature:

No
No
No
No
No
No
No
No
No
[Z]
□

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 5 of 15
SECTION V: CONTRACT SPECIFICS
A. SERVICE DESCRIPTION AND EXPECTED OUTCOME (SCOPE OF SERVICE) Or See Attachment: incorporated by this reference.

B. DELIVERABLES, MILESTONES & TIMELINE FOR PERFORMANCE
Or See Attachment: Incorporated by this reference.
[l] A
A

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 6 of 15
C. PERFORMANCE STANDARDS
Or See Attachment: Incorporated by this reference.

D. PAYMENT SCHEDULE
Note: Dependent contractors are not permitted to work in excess of 40 hours per week
Is contractor a Community Based Organization (CBO)?
Yes
No
Or See Attachment: Incorporated by this reference.
[l]
[Z]
A
B
□ [Z]

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024

STANDARD PROVISIONS
Changes to the terms and conditions in this section require approval of County Counsel A. ENTIRE AGREEMENT
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.

B. AMENDMENTS
This agreement may only be amended by a written instrument signed by the Parties.

C. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
Contractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicable requirements governing avoidance of impermissible client conflicts; and (2) federal, state and local conflict of interest and disclosure laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by County.

In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to Contractor’s employees, agents, and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.

If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to County under this Agreement. Contractor shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity. Contractor shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to this paragraph understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable conflict of interest and disclosure laws and regulations, and shall file Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.

D. LEVINE ACT COMPLIANCE
Contractor will comply, and will ensure that its agents (as that term is defined under 2 Cal. Code Regs. § 18438.3(a)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any County officer during the proceeding and for 12 months following the final decision in the proceeding.

Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
Board of Supervisors website at http://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement.

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

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

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

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

I. TERMINATION
Standard Termination Language
The County may, by written notice to Contractor, terminate all or part of this Agreement at any time for the convenience of the County. The notice shall specify the effective date and the scope of the termination. In the event of termination, Contractor shall deliver to County all documents prepared pursuant to the Agreement, whether complete or incomplete.

Contractor may retain a copy for its records. Upon receipt of the documents, Contractor shall be compensated based on the completion of services provided, as solely and reasonably determined by County. -ORAlternate Termination Language Attached as Exhibit , incorporated by this reference. (Requires County Counsel Approval)
J. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRIMINATION, EQUAL OPPORTUNITY, AND WAGE THEFT

PREVENTION
(1) Compliance with All Laws. Contractor shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below. (2) Compliance with Non-Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status [l]
□

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. (3) Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws. (4) Definitions: For purposes of this Subsection H, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance.
(5) Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, Contractor affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that Contractor violated an applicable wage and hour law or pay equity law. Contractor further affirms that it has satisfied and complied with – or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgments.
(6) Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment.

Contractor shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
(7) Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to Contractor’s records, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws.

Upon the County’s request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Subsection H, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during Contractor’s normal business hours upon no less than 10 business days’ advance notice.
(8) Pay Equity Notification: Contractor shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to Contractor for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of Contractor’s Employees and Job Applicants. (9) Material Breach: Failure to comply with any part of this Subsection H shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available

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Version 2.1.2024

Revision Date – February 1, 2024
under this Agreement and at law. County may, among other things, take any or all of the following actions:
(i) Suspend or terminate any or all parts of this Agreement. (ii) Withhold payment to Contractor until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law.
(iii) Offer Contractor an opportunity to cure the breach.

Subcontractors: Contractor shall impose all of the requirements set forth in this Subsection H on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.

K. BUDGET CONTINGENCY
This Agreement is contingent upon the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount.

L. COUNTY NO-SMOKING POLICY
Contractor and its employees, agents and subcontractors, shall comply with the County’s No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking:
(1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities,(2) within 30 feet surrounding County-owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles.

M. FOOD AND BEVERAGES STANDARDS
Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by Contractor with County funds for County-sponsored meetings or events.

If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the Contractor should consider providing a vegan option.

If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans-fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.

If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-sweetened beverages shall not be provided.

N. CONTRACTING PRINCIPLES
All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules.

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
O. CALIFORNIA PUBLIC RECORDS ACT
The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County
before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information.

Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor.

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

Q. INTELLECTUAL PROPERTY RIGHTS
Ownership: County shall own all right, title and interest in and to the Deliverables. For purposes of this Agreement, the term “Deliverables” shall mean any documentation and deliverables created by Contractor during the performance of services that are identified in this Agreement. Contractor hereby assigns to the County all rights, title and interest in and to any and all intellectual property whether or not patentable or registrable under patent, copyright, trademark or similar statutes, made or conceived or reduced to practice or learned by Contractor, either alone or jointly with others, during the period of Contractor’s agreement with the County or result from the use of premises leased, owned or contracted for by the County.

Contractor acknowledges that all original works of authorship which are made by Contractor (either solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County.

Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or delivered by Contractor, either solely or jointly with others, in connection with any agreement with the County.

R. INTELLECTUAL PROPERTY INDEMNITY
Contractor represents and warrants for the benefit of the County and its users that, to its knowledge, as of the effective date of this Agreement, Contractor is the exclusive owner of all rights, title and interest in the Deliverables and/or services provided pursuant to this Agreement. Contractor shall defend, indemnify and hold the County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and reasonable attorney’s fees) by a third party alleging the Deliverables and/or services provided pursuant to this Agreement infringe upon any intellectual property rights of third parties. This indemnity and duty to defend is in addition to and does not supersede the requirements stated in VII of this agreement.

S. OWNERSHIP RIGHTS TO MATERIALS/RESTRICTIONS ON USE
All materials obtained, developed or prepared by Contractor in the course of performing services hereunder, including but not limited to videotapes, audio recordings, still photographs, ads or brochures, and the derivative works, patent, copyright, trademark, trade secret or other proprietary rights associated therewith (collectively “Deliverables”), shall be the sole and exclusive property of the County. To the extent Contractor owns or claims ownership rights to said Deliverables, Contractor hereby expressly assigns all said rights, title, and interest in and to the Deliverables to the County pursuant to the terms and conditions of this Agreement and at no additional cost. The County has the exclusive royalty-free irrevocable right to duplicate, publish or otherwise use for any purpose, all materials prepared under this Agreement. If Contractor wishes to use the materials prepared hereunder for any purpose including but not limited to promotional, educational or commercial purposes, the Contractor shall obtain prior written authorization from the

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
County, which consent may be withheld by the County in its sole discretion.

Contractor acknowledges that all original works of authorship which are made by Contractor (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101), and shall belong solely to County.

Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or developed by Contractor, solely or jointly with others, in connection with any agreement with the County.

If requested to, and at no further expense to the County, Contractor will execute in writing any acknowledgments or assignments of copyright ownership of such copyrightable works as may be appropriate for preservation of the worldwide ownership in the County and its nominees of such copyrights. This section shall apply to the extent not otherwise provided under this agreement.

T. COUNTY DATA
(1) Definitions: “County Data” shall mean data and information received by Contractor from County. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a contractor for use by County. “County Confidential Information” shall include all material, non-public information (including material, non-public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by County, its agents or employees, to Contractor, its agents or employees, or any of its affiliates or representatives. (2) Contractor shall not acquire any ownership interest in County Data (including County Confidential Information).

As between Contractor and County, all County Confidential Information and/or County Data shall remain the property of the County. Contractor shall not, without County’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Agreement. (3) Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to County or any end users. Upon termination or expiration of this Agreement, Contractor shall seek and follow County’s direction regarding the proper disposition of County Data. (4) Contractor shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying County by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in Contractor’s security that materially affects County or end users. If the initial notification is by phone, Contractor shall provide a written notice within 5 days of the incident. Contractor shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, Contractor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Contractor’s sole expense. Contractor shall not charge County for any expenses associated with Contractor’s compliance with these obligations. (5) Contractor shall defend, indemnify and hold County harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County.

U. PAYMENT TERM
[NOT APPLICABLE TO COMMUNITY BASED ORGANIZATIONS – Describe payment terms for CBO’s in Section V. (D) PAYMENT SCHEDULE] The County’s standard payment term shall be Net Thirty (30), unless otherwise agreed to by the parties. Payment shall be due Net Thirty (30) days from the date of receipt and approval of correct and proper invoices. Payment is deemed to have been made on the date the County mails the warrant or initiates the electronic funds transfer.

V. CONTRACT EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024

Revision Date – February 1, 2024
other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County.

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

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.

X. COVID-19 REQUIREMENTS (IF APPLICABLE)
Contractor shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference. Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.

Y. SURVIVAL
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upon termination or expiration of this Agreement.

COUNTY OF SANTA CLARA

SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 14 of 15
SECTION VII: INSURANCE/INDEMNIFICATION
Independent Contractors shall comply with the County’s insurance and indemnification requirements as indicated below. These requirements do not apply to Dependent Contractors. A. TYPE OF INSURANCE LANGUAGE The following standard insurance and indemnification language is attached and incorporated into this agreement:

Insurance Exhibit Name:

Modification or Waiver Attached (if appropriate)
B. DETERMINATION OF INSURANCE REQUIREMENTS AND WAIVER DECLARATION Workers Compensation:

Does the contractor have employees?
If “YES”, then, WORKER’S COMPENSATION/EMPLOYER'S LIABILITY INSURANCE IS REQUIRED.

Owned Auto Insurance:

Will the contractor use any owned autos in the provision of direct services, such as transporting clients in autos or operating autos in performance of the work itself? If “YES”, then INSURANCE FOR OWNED AUTOS IS REQUIRED.

Hired Auto Insurance:

Will the contractor use any hired autos in the provision of direct services, such as transporting clients in autos or operating autos in performance of the work itself? If “YES”, then INSURANCE FOR HIRED AUTOS IS REQUIRED.

Non-owned Auto Insurance
Will the contractor be using any non-owned autos in the provision of direct services, such as transporting clients in non-owned autos or operating non-owned autos in performance of the work itself? If “YES” then, INSURANCE FOR NON-OWNED AUTOS IS REQUIRED.

When “NO” is selected, this declaration will serve as a waiver for the specified type of insurance.

SECTION VIII: FEDERAL/STATE REQUIRED PROVISIONS
(Examples include Drug-free Workplace Activity, Health Insurance Portability and Accountability Act (HIPAA), Business Associate Language, etc.)
A. Federal Required Language Attached
Only add special language if services included in the contract require language different from or in addition to that in Section VI.

Exhibit Name:

B. State Required Language Attached
Only add special language if services included in the contract require language different from or in addition to that in Section VI.

Exhibit Name:

The Exhibits named above are attached and incorporated by this reference. [l]
B-2B
□
Yes
No
No
No
□
□

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SERVICE AGREEMENT
Version 2.1.2024
Revision Date – February 1, 2024 Page 15 of 15
SECTION IX: ADDITIONAL ATTACHED EXHIBIT(S)
Attachments and exhibits that conflict with County standard provisions or require risk assessment must be approved by County Counsel. Examples of attachments that require County Counsel approval are:
1) Contractor’s terms and conditions that are different than, or add to the standard provisions’ language, 2) Any changes to the language in Section VI—Standard Provisions.

Exceptions to County Counsel review include attachments that further explain the Contract Specifics as outlined in Section V, and insurance exhibits.

Exhibit Name (s)
The Exhibits named above are attached and incorporated by this reference. □
Attachment A
Scope of Work and Performance Standards
City of Santa Clara
Decoy Operations to Enforce Tobacco Sales to Underage Individuals Laws Term: Upon Execution – June 30, 2026
A. Introduction
This scope of work centers on the following goals:

1. To reduce youth access to tobacco products by conducting regular compliance checks at stores selling tobacco products to ensure compliance with laws and requirements, including prevention of tobacco sales to underage individuals;

2. To convene a tobacco prevention task force to serve as a capacity building and learning collaborative for best practices in increasing compliance with tobacco laws and preventing youth tobacco use; and

3. To increase compliance with local, state, and federal tobacco retailing laws by providing educational resources to tobacco retailers.

B. Reporting Requirements

1. Contractor will prepare and deliver a semi-annual progress report on their activities/progress, along with an invoice, and submit it to:

Tobacco-Free Communities Program – Department of Justice Grant Healthy Communities Branch, County of Santa Clara Public Health Department Via email to Don Tran, Program Coordinator, [email protected], and Miguel Santiago, Management Analyst, [email protected] DUE: Invoice and progress report may be submitted upon completion of deliverables for the designated time period, but must be submitted no later than 8 days after the end of the calendar quarter (e.g., January – March report due by April 8). Please note: a progress report and invoice template will be provided to Contractor by the Tobacco-Free Communities Program upon execution of the agreement.
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C. Objective and Task Description
Objective
1 Reduce youth access to tobacco products by enhancing compliance with tobacco laws at the point of sale
Task # Task Description Timeline Responsibl
e Staff Key Deliverables
Task # 1

1.1 Obtain a list of tobacco
retailers operating in
Contractor’s jurisdiction,
from City’s local tobacco
retail permit/license
administration or through the
California Department of
Tax and Fee Administration,
on an annual basis
Annually; Due
Dates: 7/2024;
7/2025
City of
Santa Clara
– Police
Department
List of licensed
tobacco retailers

1.2 Provide training for tobacco
decoy operation participants
prior to conducting
compliance operations to
ensure decoys are properly
trained on protocols,
including safety
Semi-annual
(as needed)
City of
Santa Clara
– Police
Department
Number of
participants
trained; List of
training dates

1.3 Conduct semi-annual
compliance checks (decoy
operations) with at least 10-20
tobacco retailers, to ensure
that tobacco retailers are in
compliance with laws for
selling tobacco
Semi-annual
through June
2026
City of
Santa Clara
– Police
Department
Up to 20 tobacco
retailers; List of
stores checked
and results of
operations,
including all
relevant
information in
progress report
template

1.4 Provide educational resources
to tobacco retailers during
decoy operations. These
resources will be developed
by the Public Health
Department and will include
information about state and
local tobacco retail
requirements.

Semi-annual
through June
2026
City of
Santa Clara
– Police
Department
Up to 20 tobacco
retailers; List of
stores the resource
was provided to
I I
I
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1.5 Participate in quarterly
Tobacco Prevention Task
Force Meetings
Quarterly
through June
2026
City of
Santa Clara
– Police
Department
D. Performance Standards
Performance is expected to adhere to the following standards:

1. Quality – Deliverables and final products will be as described in the Scope of Work and will be of high quality.

2. Timeliness – Deliverables and final products will be completed as scheduled.

3. Achievement of Project Goals – Project will achieve its’ goals as described in the Scope of Work
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Attachment B
Payment Schedule
City of Santa Clara
Upon Execution – June 30, 2026

1. Contractor will be paid upon completion of tasks, receipt of deliverables, and timely submission of progress report and invoices upon the following schedule:

Tasks & Payment Schedule Payment
Amounts
Decoy Operations: payment per store with completed decoy operation. Maximum allowable amounts per time period outlined below.
$260 per retailer

1. April 2024 – June 2024: Completion of Objective 1 Tasks Up to $5,200

2. July 2024 – December 2024: Completion of Objective 1 Tasks
Up to $5,200

3. January 2025 – June 2025: Completion of Objective 1
Tasks
Up to $5,200

4. July 2025 – December 2025: Completion of Objective 1 Tasks
Up to $5,200

5. January 2026 – June 2026: Completion of Objective 1
Tasks
Up to $5,200
Decoy Stipends: $120 per decoy from April 2024 – June 2026 for completion of Objective 1 Tasks
Up to $1,680
Total Project Funding $27,680
EXHIBIT B-2B (revised)
Rev. 9/2023 1

INSURANCE REQUIREMENTS FOR

STANDARD SERVICE CONTRACTS
BETWEEN $10,001 AND $50,000
Indemnity
Notwithstanding any other provision of this Agreement, Contractor shall indemnify, release, hold harmless, and defend, with counsel approved by County of Santa Clara (hereinafter “County”), County and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection with, performance of this Agreement by Contractor and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for County as allowed by law. Contractor shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which Contractor contests its obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest.

Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request.

This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor.

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

EXHIBIT B-2B (revised)
Rev. 9/2023 2
C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $500,000
b. General aggregate - $500,000
c. Products/Completed Operations aggregate - $500,000
d. Personal Injury - $500,000

2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest

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

Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the EXHIBIT B-2B (revised)
Rev. 9/2023 3
additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.

4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one hundred thousand dollars ($100,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one hundred thousand dollars ($100,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.

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

E. Special Provisions
The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

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

However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

EXHIBIT B-2B (revised)
Rev. 9/2023 4

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

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

F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments) Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-372 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Action on a Contract Between the County of Santa Clara and the City of Santa Clara to Provide a Senior Nutrition Congregate Meals Program and Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (City) works collaboratively with the County of Santa Clara (County) to provide a Senior Nutrition Congregate Meals Program (Program) at the Santa Clara Senior Center.

The Program is designed for seniors, age 60 and over, serving a basic need for lower-income households and special needs populations. The goals of the Program are to reduce hunger and food insecurity, increase socialization, and promote the well-being of older adults. The Program also serves as a gateway to other supportive community programs and services at the Senior Center.

DISCUSSION
On May 6, 2024, the County authorized a contract with the City of Santa Clara for the provision of a Senior Nutrition Congregate Meals Program for FY 2024/25 effective July 1, 2024 through June 30, 2025 (Attachment 1).

The Contract has a total program cost of $189,478 for FY 2024/25. The County will reimburse the City a maximum amount of $139,872, 73.8% of the total program cost. This amount assumes the City will provide 18,600 meals (75 meals average per day for 248 days of service at a rate of $7.52 per meal). As in previous years, the Agreement requires a City match in the form of volunteer hours and City funding. Of the remaining Program expenditures, 14.7% will be offset by a City match of $27,756 in the form of volunteer hours and 11.5% will be offset by a General Fund allocation of $21,851 (Attachment 2).

The purpose of this item is to seek approval and authorization for the City Manager to execute the agreement for FY 2024/25 and any related budget amendments.

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
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24-372 Agenda Date: 6/25/2024
The City’s Senior Nutrition Program budget is appropriated in the Parks and Recreation Operating Grant Trust Fund. The County funds a percentage of the cost of the program on a reimbursement basis. Per the Agreement, the County will reimburse the City $139,872 for FY 2024/25, with a required City match of $21,851 from the General Fund. In-kind resources in the form of volunteer hours cover the remaining program cost of $27,756. Adjustments to the FY 2024/25 budget are needed to reflect the agreement with the County and the final program budget. The table below details the FY 2024/25 budget amendments, which is subject to the approval of the FY 2024/25 Operating Budget.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
Parks and Recreation Operating Grant Trust Fund
Revenues
Other Agencies Revenue $124,918 $14,954 $139,872
Transfer From General Fund $27,445 ($5,594) $21,851
Expenditures
Senior Nutrition Program $152,363 $9,360 $161,723
General Fund
Transfer To
Parks and Recreation Operating
Grant Trust Fund
$27,445 ($5,594) $21,851
Fund Balance Budget Stabilization
Reserve
$53,817,980 $5,594 $53,823,574

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute the Contract Between the County of Santa Clara and City of Santa Clara for the Senior Nutrition Congregate Meals Program in an amount not to exceed $139,872 for FY 2024/25 in a final form approved by the City Attorney; and

3. Approve the related FY 2024/25 budget amendments in the Parks and Recreation Operating Grant Trust Fund to increase the Other Agencies Revenue estimate by $14,954, decrease the Transfer City of Santa Clara Page 2 of 3 Printed on 6/21/2024
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24-372 Agenda Date: 6/25/2024
from the General Fund by $5,594 and increase the Senior Nutrition Program appropriation by $9,360 (five affirmative Council votes required to appropriate additional revenue) .

4. Approve the related FY 2024/25 budget amendments in the General Fund to decrease the Transfer to the Parks & Recreation Operating Grant Trust Fund and increase the General Fund Budget Stabilization Reserve by $5,594 (majority affirmative Council votes required) .

Reviewed by: Cynthia Bojorquez, Assistant City Manager/Acting Director of Parks & Recreation Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Contract Between the County of Santa Clara and City of Santa Clara for the Senior Nutrition Congregate Meals Program.

2. Resource Table
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Contract between the County of Santa Clara and City of Santa Clara

CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND

THE CITY OF SANTA CLARA

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

2. The parties agree to comply with the General Terms and Conditions contained in Articles I-V of this Contract and provisions contained in Exhibit A: Program Provisions, Exhibit B: Program Plan & Provisions, Exhibit C: Budget, and Exhibit D: Logic Model which are attached hereto and incorporated herein by this reference and made a part of this Contract.

IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract.

COUNTY OF SANTA CLARA CONTRACTOR
______________________________ ________________________________ Daniel Little, Director Office of City Manager
Social Services Agency City of Santa Clara
Date: _________ Date: _________
ATTEST
______________________________ ______________________________ Daniel Crick, Chief Fiscal Officer Assistant City Clerk Social Services Agency
Date: _________ Date: _________
______________________________
Procurement Department
Date: _________

APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY ______________________________ ______________________________ Deputy County Counsel Office of the City Attorney
Date: _________ Date: _________
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Contract between the County of Santa Clara and City of Santa Clara

Contract General Terms and Conditions
Article I
General Terms

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

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

3. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
a. CONTRACTOR shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Contract and is grounds for immediate termination of this Contract by the COUNTY.
b. In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Contract.

CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any CONTRACTOR or person having such an interest. CONTRACTOR, including but not limited to CONTRACTOR’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Contract, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. c. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Contract, CONTRACTOR shall, upon execution of this Contract, provide the COUNTY with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to CONTRACTOR’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” (2 CCR 18700.3), as part of CONTRACTOR’s service to the COUNTY under this Contract. CONTRACTOR shall immediately notify the COUNTY of the names and DRAFT
Contract between the County of Santa Clara and City of Santa Clara

email addresses of any additional individuals later assigned to provide such service to the COUNTY under this Contract in such a capacity. CONTRACTOR shall immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the Contract, end their service to the COUNTY.

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

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

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

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

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

Article II
Fiscal Accountability and Requirements

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

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Contract between the County of Santa Clara and City of Santa Clara

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

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

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

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

Article III
Reporting, Records, Audit, Evaluations, and Termination

1. INSPECTION AND AUDIT
a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CONTRACTOR’s activities and expenditures under this Contract, will be open for inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times. Such records must be kept in the State of California for the retention period specified in this Contract. This provision survives the termination of this contract. b. CONTRACTOR will provide the Federal, State, or County officials, or their agents’ reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used in conjunction with the provision of contract services, except where prohibited by Federal or State laws, regulations or rules. c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an DRAFT
Contract between the County of Santa Clara and City of Santa Clara

independent certified public accountant no later than four (4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable, and computed in accordance with GAAP and provisions stipulated in this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR’s agency audit. COUNTY has the discretion to only require an audit report every two (2) years.
d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet compliance requirements of other funding entities in the event all of the above provisions are met.

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

This cooperation includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract. CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning CONTRACTOR's performance under this Contract.
d. Upon COUNTY's request, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this Contract.
e. All records, books, reports and documentation must be retained in the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, litigation, or claims are resolved; whichever is later. All such records, books, reports and documentation must be transmitted to the COUNTY of Santa Clara, Social Services Agency in the event that CONTRACTOR goes out of business during the period in which records are required to be maintained. This provision survives the termination of this contract.
f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1) the issuance of any legal complaint by an enforcement agency, or any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws.

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Contract between the County of Santa Clara and City of Santa Clara

g. CONTRACTOR guarantees that it, its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration (https://www.sam.gov/).

CONTRACTOR must within 30 calendar days advise the COUNTY if it, its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration during the term of this Contract.

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

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

5. CORRECTIVE ACTION PROCEDURE
a. Upon receipt by COUNTY of information regarding a failure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to CONTRACTOR a notice of COUNTY’s intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the issue, or issues, to be reviewed in determining the need for corrective action. CONTRACTOR may have the opportunity to respond or participate in formulating the corrective DRAFT
Contract between the County of Santa Clara and City of Santa Clara

action recommendation. COUNTY has the right to require the presence of CONTRACTOR’s officer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action.
b. After issuing such notice, and after considering CONTRACTOR’s response, if any, COUNTY may forward to CONTRACTOR a set of specific corrective actions recommended and a timetable for implementing the specified corrective actions recommended. Following implementation of the corrective actions, CONTRACTOR will forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions.
c. In the event CONTRACTOR does not implement the corrective actions recommended in accordance with the corrective actions timetable, COUNTY may suspend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.

6. TERMINATION
a. Termination for Convenience
COUNTY may, by written notice to CONTRACTOR, terminate all or part of this Contract at any time for the convenience of the COUNTY. The notice shall specify the effective date and the scope of the termination.
b. Termination for Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or in part, for cause, by giving written notice specifying the effective date and scope of such termination. Cause includes, but is not limited to the following:
i. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR fails to meet the performance criteria of this Contract; iii. COUNTY deems CONTRACTOR’s performance unsatisfactory. iv. Litigation is pending with respect to the CONTRACTOR’s performance under this Contract that may jeopardize or adversely affect services; v. CONTRACTOR is the subject of a voluntary or involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are incorrect or incomplete in any material respect, or fails to file timely reports; or, vii. CONTRACTOR is suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Nonprocurement Programs issued by the General Services Administration. c. Terminations
In the event of any termination, all finished or unfinished documents, data, studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY. Upon termination, the CONTRACTOR may make and retain a copy of such Materials. CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.

7. NON-EXCLUSIVE REMEDIES
The remedies listed in this Contract are non-exclusive, and COUNTY retains all other DRAFT
Contract between the County of Santa Clara and City of Santa Clara

rights and remedies it may have under general law, including the right to terminate the Contract immediately without advance notice if CONTRACTOR becomes unable to perform its obligations under this Contract.

Article IV
Statutes, Regulations, and Policies

1. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL

OPPORTUNITY, AND WAGE THEFT PREVENTION
a. Compliance with All Laws. CONTRACTOR shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.
b. Compliance with Non-Discrimination and Equal Opportunity Laws: CONTRACTOR shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following:

Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, CONTRACTOR shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall CONTRACTOR discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
c. Compliance with Wage and Hour Laws: CONTRACTOR shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
d. Definitions: For purposes of this Section, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing.

Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual DRAFT
Contract between the County of Santa Clara and City of Santa Clara

orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance.
e. Prior Judgments, Decisions or Orders against CONTRACTOR : BY SIGNING THIS

CONTRACT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS THAT (A) WERE ISSUED IN THE FIVE YEARS PRIOR TO

EXECUTING THIS CONTRACT BY A COURT, ANINVESTIGATORY

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

THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR LAW OR PAY EQUITY LAW. CONTRACTOR FURTHER AFFIRMS THAT IT HAS
SATISFIED AND COMPLIED WITH—OR HAS REACHED CONTRACT WITH THE COUNTY REGARDING THE MANNER IN WHICH IT WILL SATISFY—ANY SUCH FINAL JUDGMENTS, DECISIONS, DETERMINATIONS, OR ORDERS.
f. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Contract, CONTRACTOR receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then CONTRACTOR shall promptly satisfy and comply with any such Final Judgment. CONTRACTOR shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. CONTRACTOR shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Contract and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
g. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Contract concerning access to CONTRACTOR’s records, CONTRACTOR shall permit the COUNTY and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the COUNTY’s request, CONTRACTOR shall provide the COUNTY with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules.

COUNTY’s access to such records and facilities shall be permitted at any time during CONTRACTOR’s normal business hours upon no less than 10 business days’ advance notice.
h. Pay Equity Notification: CONTRACTOR shall (1) at least once in the first year of this Contract and annually thereafter, provide each of its employees working in California and each person applying to CONTRACTOR for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of any applicable pay equity Laws, or (2) throughout the term of this Contract, DRAFT
Contract between the County of Santa Clara and City of Santa Clara

continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of CONTRACTOR’s Employees and Job Applicants. i. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Contract. In the event of such a breach, the COUNTY may, in its discretion, exercise any or all remedies available under this Contract and at law. COUNTY may, among other things, take any or all of the following actions:

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

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

III. Offer CONTRACTOR an opportunity to cure the breach. j. Subcontractors: CONTRACTOR shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Contract.

This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.
k. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency in the State energy conservation plan (Title 24, California Administrative Code).
l. For Contracts over $100,000 CONTRACTOR will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h)), Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).
m. CONTRACTOR must establish procedures assuring that any person’s complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.

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

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

4. FOOD AND BEVERAGE STANDARDS
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Contract between the County of Santa Clara and City of Santa Clara

a. Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events. b. If food is to be provided, healthier food options must be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low-fat and low-calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.
c. If beverages are to be provided, beverages that meet the COUNTY’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-sweetened beverages shall not be provided.

5. CONTRACTING PRINCIPLES
CONTRACTOR agrees to comply with the COUNTY’s Contracting Principles set forth in the Board Policy Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat its employees fairly.

CONTRACTOR is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the COUNTY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://boardclerk.sccgov.org/sites/g/files/exjcpb656/files/BOSPolicyCHAP5.pdf

6. THIRD PARTY BENEFICIARIES
This Contract does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.

7. MAINTENANCE OF SOFTWARE
If CONTRACTOR is provided with “remote access”, defined as the act of connecting to a COUNTY attached information technology system from a non-county attached system through a public network, CONTRACTOR will maintain and use its non-county system, DRAFT
Contract between the County of Santa Clara and City of Santa Clara

hardware, and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.

8. CONTRACT EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “ELECTRONIC COPY OF A SIGNED CONTRACT” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “ELECTRONICALLY SIGNED CONTRACT” means a contract that is executed by applying an electronic signature using technology approved by the COUNTY.

9. LIVING WAGE (If Applicable)
Unless otherwise exempted or prohibited by law or County policy, where applicable, CONTRACTORs that contract with the COUNTY to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If CONTRACTOR and/or a subcontractor violate this provision, the Boar d of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:
a. Suspend, modify, or terminate the Direct Services Contract. b. Require the CONTRACTOR and/or Subcontractor to comply with an appropriate remediation plan developed by the COUNTY.
c. Waive all or part of Division B36 or the Living Wage Policy.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a COUNTY contract. By entering into this contract, CONTRACTOR certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.

10. COUNTY DATA & CONFIDENTIALITY
a. Definitions: “COUNTY Data” shall mean data and information received by CONTRACTOR from COUNTY. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a CONTRACTOR for use by COUNTY. “County Confidential Information” shall include all material, non-public information (including material, non-public County Data) appearing in any form (including, without limitation, written, oral or displayed), DRAFT
Contract between the County of Santa Clara and City of Santa Clara

that is disclosed, directly or indirectly, through any means of communication by COUNTY, its agents or employees, to CONTRACTOR, its agents or employees, or any of its affiliates or representatives.
b. CONTRACTOR shall not acquire any ownership interest in County Data (including County Confidential Information). As between CONTRACTOR and COUNTY, all County Confidential Information and/or County Data shall remain the property of the COUNTY. CONTRACTOR shall not, without COUNTY’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Contract.
c. CONTRACTOR shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to COUNTY or any end users.

Upon termination or expiration of this Contract, CONTRACTOR shall seek and follow COUNTY’s direction regarding the proper disposition of County Data. d. CONTRACTOR shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying COUNTY by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in CONTRACTOR’s security that materially affects COUNTY or end users. If the initial notification is by phone, CONTRACTOR shall provide a written notice within 5 days of the incident. CONTRACTOR shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Contract.

Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, CONTRACTOR shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at CONTRACTOR’s sole expense. CONTRACTOR shall not charge COUNTY for any expenses associated with CONTRACTOR’s compliance with these obligations.
e. CONTRACTOR shall defend, indemnify and hold COUNTY harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by CONTRACTOR and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the COUNTY.
f. CONTRACTOR must require its employees and all persons performing services at its direction to comply with all applicable privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.

I. All applications and records concerning any individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, DRAFT
Contract between the County of Santa Clara and City of Santa Clara

performance compliance, monitoring or auditing of the program.

II. No person may publish, disclose, use, or permit or cause to be published or disclosed; any confidential information pertaining to services, except as is provided by law.
g. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately and take legal action against CONTRACTOR. Any person who knowingly and intentionally violates the provisions stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law.
h. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 10. survive the termination of this contract.

11. CALIFORNIA PUBLIC RECORDS ACT
a. The COUNTY is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If CONTRACTOR’s proprietary information is contained in documents or information submitted to COUNTY, and CONTRACTOR claims that such information falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the COUNTY will make best efforts to provide notice to CONTRACTOR prior to such disclosure. If CONTRACTOR contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara COUNTY before the COUNTY is required to respond to the CPRA request. If CONTRACTOR fails to obtain such remedy within the time the COUNTY is required to respond to the CPRA request, COUNTY may disclose the requested information. b. CONTRACTOR further agrees that it shall defend, indemnify and hold COUNTY harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by COUNTY of a CPRA request for information arising from any representation, or any action (or inaction), by the CONTRACTOR.

12. COVID-19 REQUIREMENTS
CONTRACTOR shall comply with all COUNTY requirements in effect relating to COVID19 for persons who routinely perform services for COUNTY onsite and share airspace with or proximity to other people at a COUNTY facility as part of their services for COUNTY as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference.

CONTRACTOR shall comply with all reasonable requests by COUNTY for documentation demonstrating CONTRACTOR’s compliance with this Section.

13. SURVIVAL
All representations, warranties, and covenants contained in this Contract, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Contract, shall survive the termination or expiration of this Contract, including but not DRAFT
Contract between the County of Santa Clara and City of Santa Clara

limited to all terms (1) providing for indemnification of COUNTY; (2) relating to the California Public Records Act; (3) relating to COUNTY Data; and (4) relating to CONTRACTOR’s obligations upon termination or expiration of this Contract.

14. LEVINE ACT COMPLIANCE
CONTRACTOR will comply, and will ensure that its agents (as that term is defined under 2 Cal. Code Regs. § 18438.3(a)) and its subcontractors identified in CONTRACTOR’s proposal responding to a COUNTY solicitation and/or identified in this Contract (“Subcontractors”) comply, with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any COUNTY officer during the proceeding and for 12 months following the final decision in the proceeding. CONTRACTOR agrees to submit disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at http://www.sccgov.org/levineact, and shall require Subcontractors to do the same. If this Contract is to be considered or voted upon by the COUNTY’s Board of Supervisors, CONTRACTOR shall complete the Levine Act CONTRACTOR Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and CONTRACTOR must submit all such forms to the COUNTY as a prerequisite to execution of the Contract.

Article V
Insurance Requirements

INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000
Indemnity
Notwithstanding any other provision of this Agreement, CONTRACTOR shall indemnify, release, hold harmless, and defend, with counsel approved by County of Santa Clara (hereinafter “COUNTY”), COUNTY and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection with, performance of this Agreement by CONTRACTOR and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by COUNTY. It is the intent of the parties to this Agreement to provide the broadest possible coverage for COUNTY as allowed by law. CONTRACTOR shall reimburse COUNTY for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which CONTRACTOR contests its obligation to indemnify, defend, and/or hold harmless COUNTY under this Agreement and does not prevail in that contest.

Insurance
Without limiting the CONTRACTOR's indemnification of the COUNTY, the CONTRACTOR shall provide and maintain at its own expense, during the term of this Agreement, or as may DRAFT
Contract between the County of Santa Clara and City of Santa Clara

be further required herein, the following insurance coverages and provisions:

A. Evidence of Coverage
Prior to commencement of this Agreement, the CONTRACTOR shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the CONTRACTOR upon request.

This verification of coverage shall be sent to the requesting COUNTY department, unless otherwise directed. The CONTRACTOR shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the COUNTY. This approval of insurance shall neither relieve nor decrease the liability of the CONTRACTOR.

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

C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specified COUNTY insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000

2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the COUNTY:

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Contract between the County of Santa Clara and City of Santa Clara

Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the CONTRACTOR shall be notified by the contracting department of these requirements.

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

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

E. Special Provisions
The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the CONTRACTOR and any approval of said insurance by the COUNTY or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the CONTRACTOR pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The COUNTY acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the CONTRACTOR. However, this shall not in any way limit liabilities assumed by the CONTRACTOR under this Agreement. Any self-insurance shall be DRAFT
Contract between the County of Santa Clara and City of Santa Clara

approved in writing by the COUNTY upon satisfactory evidence of financial capacity. CONTRACTORS obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

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

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

F. Fidelity Bonds
Before receiving compensation under this Agreement, CONTRACTOR will furnish COUNTY with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the COUNTY cited herein. If such bond is canceled or reduced, CONTRACTOR will notify COUNTY immediately, and COUNTY may withhold further payment to CONTRACTOR until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of COUNTY.

DRAFT
Exhibit A: Program Provisions

Contract between the County of Santa Clara and City of Santa Clara

CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals

1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing meals to persons 60 years of age and older at a congregate meal site, which is to be performed in accordance with the Older Americans Act of 1965, as amended, P.L. 89-73, U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto and may be funded by the Older Americans Act and/or may be funded, in whole or part, by the American Rescue Plan Act of 2021, OARR, CARES, Mello-Granlund Older Californian Act Modernization (MOCA), and/or other state and federal grants to support the Senior Nutrition Program.

Meals will be provided in compliance with the current Senior Nutrition Program Policy and Procedure manual. Unless otherwise approved in advance by County in writing, all meals will be served as Congregate Meals, Indoor or Outdoor Dining. Each participant must be registered with each service model received.

2. TERM OF CONTRACT
The term begins on July 1, 2024, and expires on June 30, 2025, unless terminated earlier or otherwise amended.

3. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $139,872.00.

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

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

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

Budget, and Exhibit D: Logic Model for the performance of services as outlined in this Contract up to the maximum compensation. These costs will also be in accordance with current cost principles and with all other requirements of this contract:

1. For Non-Profit Agencies, OMB Circular A-122.

2. For Local Governments, OMB Circular A-87.

3. For Public and Nonprofit Institutions of Higher Education, OMB Circular A-121.

DRAFT
Exhibit A: Program Provisions

Contract between the County of Santa Clara and City of Santa Clara

4. For Profit Making Organization, 41 CFR Part 1.
ii. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of CONTRACTOR, and CONTRACTOR will have no claim whatsoever against COUNTY.
iii. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract. b. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) working day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for service rendered, as well as payment for participant and guest contributions as outlined in Exhibit B: Program Plan & Requirements.
i. Prior to submittal, invoices must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.
ii. Funding for time frames during the year may be allocated to the different funding sources listed in Section 1. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-todate meals listed in the Service Delivery Plan in current fiscal year Budget for the current funding source. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously and so long as there are available unreimbursed meals available from the current funding source.
iii. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
iv. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount DRAFT
Exhibit A: Program Provisions

Contract between the County of Santa Clara and City of Santa Clara

pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
v. COUNTY is not obligated to reimburse CONTRACTOR for any expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.

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

COUNTY has the right to review all financial records and bank accounts for audit purposes. Participants’ contributions will be collected, counted, and recorded daily by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis.

Participant contributions are to be kept in a secure locked location and at night locking in a safe, pending deposit into the Senior Nutrition Program bank account.

7. ADVANCE PAYMENTS
a. If CONTRACTOR is not for profit who has not had a congregate meals contract with the COUNTY in the last five years, COUNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract.
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment.
c. All advance payments require full repayment prior to the expiration of the contract.

COUNTY will specify repayment method of the advance payment amount by deducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or deducting the advance payment amount in a lump sum from the remaining contract balance.

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

9. ADJUSTMENT TO EXHIBIT D: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment DRAFT
Exhibit A: Program Provisions

Contract between the County of Santa Clara and City of Santa Clara

as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.

10. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR’s client base.
b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must timely assist in the coordination of and verification of eligibility for mobility management benefits each month. d. CONTRACTOR must collaborate with other COUNTY-sponsored organizations targeting services to congregate meal participants to implement those services.

11. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates Jovan D. Grogan, City Manager, as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Director of Social Services Agency, or designee, as its representative for the purpose of managing the services performed pursuant to this Contract.

12. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:
a. To COUNTY: Social Services Agency
Office of Contracts Management
333 West Julian Street
San Jose, California 95110-2335
b. To CONTRACTOR: City of Santa Clara
Jovan D. Grogan, City Manager
1500 Warburton Avenue
Santa Clara, CA 95050

13. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by COUNTY for use in subsequent procurement cycles.

DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals

1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency – Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR’s nutrition site(s). The PROGRAM provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services. CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.

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

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

4. MEALS
a. Meals served by CONTRACTOR must provide at least one-third (1/3rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences – National Research Council. b. Menus will be planned by CONTRACTOR in cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNTY three (3) weeks prior to initial use. Client facing menus will be posted in a conspicuous location at the meal site at least one (1) week in advance of use.
c. Table settings will be of reasonable quality. If disposable dinnerware is used, it will be of sturdy quality. Only offer single-use items needed to eat or prevent spillage of the ready-to-eat food. Only provide single-use accessories to participants upon request. Samples of single use items are forks, knives, spoons, and sporks. Compostable serve ware is highly encouraged.

DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in current fiscal year Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in current fiscal year Budget with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasant dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers which would prevent an eligible individual from having access to the meal site facility.
f. Innovative services may be added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. If a site is designated as a catered site in current fiscal year Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.

6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of meals as specified in current fiscal year Budget. If demand by eligible individuals in the first six (6) months of this Contract does not result in CONTRACTOR providing the average number of meals per day specified in current fiscal year Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals provided to eligible participants at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section 4(a).
c. CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in current fiscal year Budget. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will notify COUNTY immediately and work collaboratively to reschedule the day(s) that the Nutrition Site(s) was closed.

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

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

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

Supportive services may include:
i. Transportation of eligible individuals to and from congregate meal sites so that nutrition and other services will be accessible to those eligible individuals living within the program area who, because of lack of mobility or physical or mental handicap, would otherwise be unable to participate in the program;
ii. Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
iii. Health and welfare counseling services designed to assist eligible individuals in dealing with the problems and stresses that interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

referrals to other resources;
iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social interaction and satisfying use of free time;
vi. Outreach activities to assure maximum participation of hard to reach and other eligible individuals.
b. CONTRACTOR will report the supportive services provided at its meal site(s) to the COUNTY in the format requested by the COUNTY and whether the service is provided by CONTRACTOR or another entity at least annually, or more often, as requested by the COUNTY. COUNTY may request this information from CONTRACTOR up to once per quarter.

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

10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified, COUNTY reserves the right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.

11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. b. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means (“Scanning Equipment”).

If COUNTY provides CONTRACTOR with Scanning Equipment, COUNTY will be considered legal owner and Scanning Equipment must be returned to COUNTY immediately upon termination or expiration of this agreement.

DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

c. CONTRACTOR agrees to provide information deemed necessary by COUNTY such as providing SNP a Budget Justification workbook with line-item budget, detailed staffing information, and a list of other agency resources being contributed towards the program.
d. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program – Monthly Report, New Client Log, Monthly Scanner Data Report for the prior month by the fourth (4th) working day of the current month to their assigned registered dietitian.
e. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with participant’s information. Registration forms must be submitted online to the designated COUNTY staff person on an ongoing basis for new and updated registrations.
f. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
g. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training provided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.

12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to eligible individuals regardless of their ability to contribute for all or part of their meals. Recipients are requested to make a financial contribution to offset the cost of the meals. Suggested contribution for congregate meals is $3.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution is $3.00 per meal.

Contributions are confidential. CONTRACTOR will not disclose records of the amount of contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals. b. CONTRACTOR will submit participant contributions monthly with the monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.

13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: A volunteer under the age of 60 who provides services during DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

meal hours may be offered a meal, if doing so will not deprive an older individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements in Section 4 must pay a $3.00 fee and the fee must be included with the participant contributions and returned to the COUNTY.

CONTRACTOR must record the number of volunteer meals served.

CONTRACTOR will be reimbursed for volunteer meals provided. b. Guest Meals: A guest under the age of 60 may be offered a meal during meal hours if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. A guest must pay a fee of at least $8.00-$9.00 or up to the actual cost of the meal served, as specified in current fiscal year Budget.

CONTRACTOR must record the number of guest meals served and keep guest fees separate from participant contributions. CONTRACTOR may keep guest fees received. The cost of providing guest meals may not be included in the quarterly reconciliation.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation.

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

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

16. NON-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price in excess of five-thousand dollars ($5,000.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY. COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.

17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-thousand dollars ($5,000.00) must be procured through a competitive process in compliance with Sourcewise’s bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding tenthousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-thousand dollars DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

($5,000.00) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.

18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.

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

20. MEAL VERIFICATION AND ERROR RATES
CONTRACTOR must create and provide accurate electronic and paper documentation for the total number of meals provided and invoiced each month.

Paper documentation of the number of monthly meals provided includes both monthly reports, New Client Logs, Guest and Staff meal logs, and daily sign-in sheet for the meals distributed. Monthly reports are submitted to the COUNTY per section 11(d) above. Sign-in sheets are described in the Senior Nutrition Program policies and procedures manual and must be submitted to COUNTY monthly. Sign-in sheets and New Client Logs are verification of the number of meals included on the monthly reports and the total number of signatures and reported meals must match.

COUNTY will not reimburse for meals reported on the monthly report for which there is no signature on a sign-in sheet or signatures on the new client log.

Electronic documentation is described in section 11(a) above and includes electronic meal data collected through the use of a scanning device or entry into a COUNTYprovided system. Electronic data report may be accepted by COUNTY as back-up documentation for the monthly report in lieu of a sign-in sheet. COUNTY will not reimburse for meals reported on the monthly report for which there is no electronic documentation unless otherwise verified in a manner acceptable to COUNTY, such as with a new client log.

Electronic data also must be reconcilable to Sourcewise’s AssureCare database. If electronic documentation is not reconcilable to Sourcewise’s Assurecare database an error rate is created. If CONTRACTOR’s electronic data exceeds an error rate of 5%, COUNTY may withhold a percentage of CONTRACTOR’s invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONTRACTOR has an error rate of 23%, COUNTY may withhold 18% (23% - 5%) of CONTRACTOR’s invoice for that month. However, if Sourcewise reimburses COUNTY for the meals that create this error rate, then the County will not withhold any percentage of CONTRACTOR’s invoice for the error rate but still may withhold payment for the other documentation issues listed in this section.

21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

by this Contract which complies with Sourcewise’s requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR’s review.
iii. Confidentiality provisions to protect the complainant’s rights to privacy.

Only information relevant to the complaint may be released to the responding party without the older individual’s consent. b. CONTRACTOR shall notify older individuals of the grievance process available to them by:
i. Posting notification of the process in visible and accessible areas, such as the bulletin boards in multipurpose senior centers or areas in which there are a substantial number of older adults. For individuals who are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
ii. Advising homebound older individuals of the process either orally or in writing upon CONTRACTOR’s contact with the individuals. c. Complaints may involve, but not be limited to, any or all of the following:
i. Amount or duration of a service.
ii. Denial or discontinuance of a service.
iii. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
iv. Failure of the service provider to comply with any of the requirements set forth in California Department of Aging regulations or in the contract with Sourcewise.
d. Nothing in this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of CONTRACTOR’s governing board. e. Participants shall notify the COUNTY in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and copy of the statement sent to the complainant. The address for mailing is 353 W. Julian Street, 4th Floor, San Jose, CA 95110.

DRAFT
Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara

f. If a participant is dissatisfied with the results of the review, they shall notify Sourcewise in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and a copy of the statement sent to complainant. The address for mailing is 3100 De La Cruz Boulevard, Suite 310, Santa Clara, CA, 95054.

22. FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines imposed by the California Department of Aging and Sourcewise, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 3 of current fiscal year.

DRAFT
County of Santa Clara
Social Services Agency
FY 2024-25 Exhibit C
Master Budget
Agency Name:

Program:

A
Budget
Per Meal Reimbursement Rate
Contract Total $139,872.00
18,600 $7.52 $139,872.00
Annual Units Rate Total
City of Santa Clara
Congregate Meals - Combined Agency Budget
B C D
Contract between the County of Santa Clara and City of Santa Clara Page 1 of 3 DRAFT
County of Santa Clara
Social Services Agency
FY 2024-25 Exhibit C
Site 1 - Service Plan & Budget
Agency Name:

Site:

A
Budget
Per Meal Reimbursement Rate*
Grand Total
Weekly Service Plan Mon Tues Weds Thurs Fri Sat Sun
Service
Days
Service Start 11:00 AM 11:00 AM 11:00 AM 11:00 AM 11:00 AM N/A N/A Service End 12:15 PM 12:15 PM 12:15 PM 12:15 PM 12:15 PM N/A N/A Total Hours 1.25 1.25 1.25 1.25 1.25 N/A N/A 5
Monthly Service Delivery Plan Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Total Possible Serving Days 23 22 21 23 21 22 23 20 21 22 22 21 261 Unpaid Days Off 1 0 2 1 3 1 2 1 0 1 1 0 13
Holidays 0 0 0 0 0 0 0 0 0 0 0 0 0
Actual Serving Days 22 22 19 22 18 21 21 19 21 21 21 21 248 Budgeted Monthly Meals
(Serving Days x # of Daily Meals) 1650 1650 1425 1650 1350 1575 1575 1425 1575 1575 1575 1575 18600 YTD Budgeted Meals** 1650 3300 4725 6375 7725 9300 10875 12300 13875 15450 17025 18600 Santa Clara Senior Center

B C D E F
# of
Daily Meals
# of
Serving Days Annual Units
Site Preparation Type
Catered
*Only meals provided to eligible participants which meet dietary requirements will be reimbursed. The maximum number of meals reimbursed by the County will not exceed the YTD number of budgeted meals based on County-approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent month. **Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed.

Rate
$7.52
Total Contract
Amount**
$139,872.00
$139,872.00
75 248 18,600
City of Santa Clara
Contract between the County of Santa Clara and City of Santa Clara Page 2 of 3 DRAFT
County of Santa Clara
Social Services Agency
FY 2024-25 Exhibit C
Site 1 - Staffing
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
# Staff Job Title Activities Staff Person Will Perform
1 Nutrition Meal Server
Maintains safe and sanitary procedures according to the nutritional standards and policies in all areas of food service; cleans equipment and work area; assists site manager in checking the delivery of catered food; serves the prescribed portions for each meal; prepares beverages as necessary; stores kitchen supplies and supervises return of caterer's equipment; keeps record of usage of supplies and notifies Site Manager when inventory is low; performs related tasks as necessary.
2 Nutrition Site Manager
Supervises nutrition staff and volunteers in the performance of their duties; establishes and maintains procedures which adhere to policies and standards of the City of Santa Clara, the Project Council and the County which reflect the intent of the program; orders meals and necessary supplies; assists participants with transportation needs; keeps all necessary records; collects and deposits money received from client contributions; works with Senior Center personnel to coordinate services for clients; maintains high standards of sanitation and safety in the work place; supervises the collection of client contributions in an atmosphere free from embarrassment and harassment; confers with caterers and the County Nutritionist in the delivery of meals of basic nutritional value; performs related tasks as necessary.
3 Volunteer Assists with dining room set up and clean up; assists with meal service and delivery; assists with preparing and serving catered meals; other duties as assigned.

Provide the following information for each staff member who would be assigned to fulfill the terms of contract.

Contract between the County of Santa Clara and City of Santa Clara Page 3 of 3 DRAFT
Santa Clara County
Social Services Agency
FY 2024-25 Exhibit D: Logic Model
Logic Model - Agency Name: City of Santa Clara
A. Contract Goal:

B. Situation C. Activities/Services
D1. # of
unduplicated
clients/families
served per FY
D2. # of
Outputs
per FY
D3. Output E. Short/Long Term
Outcome Measures
By June 30, 2025, City of Santa
Clara will have provided 17,856
meals over 248 lunch meal service
days to at least 300 unduplicated
seniors.
300 18,600 Meals
Provide training to meal site
volunteers on food safety topics. 12 6 Volunteer Trainings Provide training to meal site
participants on food safety topics. 300 4 Informational Handouts SNP - Congregate Meals
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County.

Lack of food access,
financial instability, and
social isolation are
pervasive issues among the
older adult community. In
order to meet the needs of
this community services
need to include ethnically
diverse cuisine served in
locations in proximity to lowincome neighborhoods,
innovative service models
that bring the food to the
people, transportation
options, and additional
safety net resources. These
services are a vital
component to keeping
people healthy and living
independently.

By June 30, 2025, at least 75% of eligible older adult
congregate meal participants will have participated in at least one other service offered at the meal site.

Contract between the County of Santa Clara and City of Santa Clara Page 1 of 1 DRAFT
I
Agency Name: City of Santa Clara
Program: SNP Congregate Meals
A B C
Source of Funds FY25 Amount % of Total
Santa Clara County Senior Nutrition
Program (This Contract) $ 139,872.00 73.82%
Volunteer Hours $27,756.00 14.65%

0.00%

0.00%
Agency General Fund $21,850.12 11.53%

0.00%

0.00%

0.00%
Total Program Cost $ 189,478.12 100.00%
Total Per Meal Match
$2.67
Commitment Code
1 2
3 4
5 $7.52
Resources Provided by County
Resources Provided by Agency (Match)
In-Kind Resources
Cash Resources
SCC Rate
* Volunteer Hours are valued by the County as: Living Wage * Hours Per Day * Serving Days Firm Commitment-Already have an agreement or letter confirming funding Anticipated Renewal of Existing Funding-Continuation of current year funding Anticipated Resource-Projection of previous fees or donations Application Pending-Application has been submitted, no confirmation at this time Pre-Application-Not yet submitted
I
D
Commitment Code
1 3
1 Actual Meal Cost
(Match + SCC Rate)
$10.19
letter confirming funding
tion of current year funding
or donations
ed, no confirmation at this time
~
I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-519 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Urgency Declaration and Action to Approve Expenditures of $563,103 and Ratify an Agreement with C2R Engineering for the Emergency Pavement Repair Project on Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s Water & Sewer Utilities Department (Department) maintains a potable water distribution system consisting of approximately 335 miles of distribution pipelines, 21 active groundwater wells, and 7 storage tanks totaling 28.8 million gallons (MG) of storage. To provide the highest level of services to its customers, the Department implements an ongoing program to replace aging water infrastructure. In the past year, City Water crews installed just over 10,000 linear feet (LF), to achieve the Department goal for the program.

Following the completion of the Water and Sewer Utilities Department’s work, temporary pavement is typically installed until permanent pavement repairs can be scheduled by the Streets Division of the Department of Public Works (DPW). Temporary pavement is used as a short-term measure until permanent pavement is installed. Over a short period of time, temporary pavement deteriorates, especially when it is in place for periods exceeding 90 days or in wet weather conditions.

Most recently, staff replaced the aging water mains along Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way (collectively, Project Limits) with new ductile iron water main pipes. The roadways within the Project Limits see frequent traffic from vehicles, bicycles, and pedestrians. Las Palmas Drive and Buchanan Drive, connect directly from El Camino Real to Benton Street, both major thoroughfares through the City and toward Central Park and Santa Clara High School.

DISCUSSION
Temporary pavement was installed within the Project Limits per the normal procedure. However, due to the increased volume of water main installations, conflicts with seasonal commitments, staffing vacancies, and the large amount of trench repair being turned over for final pavement at the same time, DPW was not able to schedule permanent pavement repairs within the required timeframes.

Although City Water crews continually maintained the temporary pavement, the scope and rate of deterioration exceeded staff’s ability to maintain the sites and the wet weather conditions City of Santa Clara Page 1 of 3 Printed on 6/21/2024
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24-519 Agenda Date: 6/25/2024
experienced during the fall and winter seasons further deteriorated the temporary pavement sites.

The Department received complaints from the community about safety concerns within the Project Limits for vehicles, bicycles, and pedestrians to navigate safely. At the end of 2023, the temporary pavement within the Project Limits had been in place for 220 days. The prolonged presence of temporary pavement was significantly deteriorated, leading to uneven surfaces and abrupt changes in grade. This deterioration posed a potential serious and an immediate threat to the safety of residents and their property.

To mitigate the emergency, staff directly solicited bids on February 2, 2024 from three companies to perform the Emergency Pavement Repair Project at Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way. Three bids were received on February 16, 2024, with the following results:

Contractor Total Bid
C2R Engineering $467,875
West Valley Construction Company $489,920
O’Grady Paving, Inc. $597,515
On February 16, 2024, the City awarded the work to C2R Engineering, Inc. as the lowest responsive and responsible bidder. The City issued a purchase order for the emergency pavement repair on February 28, 2024 (Attachment 3). C2R Engineering, Inc. satisfactorily completed the repairs on April 11, 2024. The final cost of the repair was $536,103 which includes a change order of $68,228 to accommodate the actual quantities measured in the field after placement of pavement.

Given the threat to public health and safety, staff recommends that the City Council deem the Emergency Pavement Repair Project at Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way as an “urgent necessity” under section 1310 of the City Charter, which allows for the letting of public works contracts “without advertising for bids, if such work shall be deemed by the City Council to be of urgent necessity for the preservation of life, health or property, and [the contract] shall be authorized by motion passed by at least four affirmative votes and containing a declaration of the facts constituting such urgency.”
City Charter Section 1310 also requires that the City Council make a declaration of the basis for the “urgent necessity” for foregoing the standard public works bidding process. This report constitutes the declaration required by that section and requests Council approval to expend the funds and ratify the agreement with C2R Engineering, Inc. for the urgent repair.

For the Council’s information, street replacement and repair qualify as a “public works” contract subject to the Charter provisions above. A separate agenda item concerns the emergency repair and replacement of water pumps at the Lick Mill storm drain pump station. Equipment repair and replacement do not qualify as “public works,” and so instead of utilizing the “urgent necessity” provisions of the Charter, that item provides a “post-emergency report” to the Council pursuant to the procurement ordinance.

ENVIRONMENTAL REVIEW
The actions being considered are subject to a statutory exemption from the California Environmental City of Santa Clara Page 2 of 3 Printed on 6/21/2024
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24-519 Agenda Date: 6/25/2024
Quality Act (“CEQA”) pursuant to California Public Resources Code section 21080(b), because they involve urgent repairs to public service facilities necessary to maintain service.

FISCAL IMPACT
The total cost of the pavement repair was $536,103. There are sufficient funds in the Distribution System Replacement and Restoration project in the Water Utility Capital Fund to cover all repairs and related costs.

COORDINATION
This report has been coordinated with the Finance Department, the Department of Public Works, 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
Deem the Emergency Pavement Repair Project at Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way an urgent necessity under section 1310 of the City Charter, because these roadways encounter frequent vehicular, bicycle, and pedestrian traffic and further delay in permanent repairs to the pavement along these streets would pose public health consequences and a threat to safety of residents and property, and ratify the agreement with C2R Engineering in the amount of $467,875 plus change orders in the amount of $68,228 for a total not-to-exceed amount of $536,103.

Reviewed by: Gary Welling, Director, Water and Sewer Utilities Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Map of the Emergency Pavement Repair Project at Las Palmas Drive, Loyola Drive, Buchanan Drive, and Encina Way

2. Purchase Order Agreement
City of Santa Clara Page 3 of 3 Printed on 6/21/2024
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Las Palmas Dr (Hayward Dr to Benton St)
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Benton St to Arroyo Dr
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The complete contract shall consist of this Purchase Order, including the City's Standard Terms and Conditions and any addendum attached thereto, which can be found at https://santaclaraca.gov/CSCTermsAndConditions, plus all of the applicable attachments incorporated hereto or by reference herein. In the event of a conflict between the terms and conditions of this Purchase Order and the terms and conditions in any other attachment incorporated hereto or by reference herein, the terms and conditions of this Purchase Order shall control. Supplier agrees to comply with Executive Order N-6-22 (EO) issued on March 4, 2022 sanctions on materials and services from Russia.

Authorized Signature
Purchase Order

CHANGE ORDER
Page: 1
Dispatch Via Email
Purchase Order Date Revision
0000029534 02-28-2024 1 - 05-02-2024
Payment Terms Freight Terms Ship Via
30 Days FOB Prepaid Common Carrier
Buyer Phone Currency
Todd Ninokata 408/615-2049 USD

City of Santa Clara
Purchasing - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Ship To: S17
City of Santa Clara
Water & Sewer - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Attention: Not Specified
Supplier: 0000028422
C2R ENGINEERING, INC.
664 WILLOWGATE ST
MOUNTAIN VIEW CA 94043
United States
Bill To:

City of Santa Clara
Finance - Accounts Payable
1500 Warburton Ave.

Santa Clara CA 95050-3796
408-615-2369
Line-Sch Item/Description Quantity UOM PO Price Extended Amt Due Date 1 - 1 Emergency Paving Las Palmas, Loyola,
Buchanan, Encina Way

1.00 JOB 536103.13 536103.13 03/09/2024
THIS FIRST REVISION TO PO29534 SUPERSEDES ALL PREVIOUS VERSIONS.

SPECIFICATIONS AND REQUIREMENTS PURSUANT TO THE REQUEST FOR BIDS ENTITLED,"EMERGENCY

PAVEMENT REPAIR PROJECT AT LAS PALMAS DRIVE, LOYOLA DRIVE, BUCHANAN DRIVE, AND ENCINA WAY FOR THE CITY OF SANTA CLARA," DATED 2/2/2024, ARE HEREBY INCOROPORATED BY REFERENCE, HEREIN. PRICING PER C2R ENGINEERING'S RESPONSE, DATED 2/16/2024, IS HEREBY INCORPORATED.

LCA REQ'D / DIR #510914
Sub Total 536,103.13
Total PO Amount 536,103.13
City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-472 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendments to Ten (10) Vendor Agreements for Recreational Programming Services in the Parks & Recreation Department for a revised not-to-exceed aggregate maximum compensation amount of $6,206,130, subject to budget appropriations, in final forms approved by the City Attorney.

COUNCIL PILLAR
Enhance Community Engagement and Transparency
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Parks & Recreation Department (Department) manages and maintains the City's park system, recreation facilities, pools, and cemeteries, as well as provides recreation programs, services, and activities that contribute to the vitality, health, and wellness of the community. The Department’s recreation programs serve over 30,000 participants per year and generated over $2.5 million in revenue in FY 2022/23. Programs are offered at various program facilities across the City and promoted through the Department’s published seasonal activity guides.

In November 2018, the City conducted a Request for Proposal (RFP) process to identify qualified vendors to provide recreational programming services. On June 25, 2019, the City Council approved the execution of eighteen (18) agreements with an initial term of five years and five (5) one-year options, extending the terms of the agreements through June 30, 2029 (Attachment 1). These agreements provided for program revenue to be split between the City and the vendor, with the vendor receiving 60% to 70% of gross revenue per participant.

In addition, the original Council approval included authorization to increase the maximum compensation of each individual agreement up to 15% above the originally approved maximum compensation, subject to budget appropriations.

Of the original 18 vendor agreements approved by the City Council in June 2019 four (4) of the vendors are no longer working with the City (Chaparral Country Corporation, Code for Fun, Lil Sluggers, and Renee Ramsey). At this time, the Department of Parks and Recreation would like to amend the agreements with the remaining fourteen (14) vendors to provide for a single, fiveyear extension in the term of the agreements rather than proceed with 5, one-year options as provided for in the original agreement. This action will maintain continuity of services and provide efficiencies in administering the agreements with these vendors who have provided high-quality, diverse, and specialized programming options to the community over the term of their respective agreements.

Four (4) of the proposed amended agreements would have a not-to-exceed compensation amount City of Santa Clara Page 1 of 4 Printed on 6/21/2024
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24-472 Agenda Date: 6/25/2024
that are within the City Manager’s signature authority and therefore, are not included in this report.

These four (4) vendors are as follows: Justin Fujihara, Play-Well Technologies, Sports, Fitness & Karate, and Starrz Dance Academy.

The proposed amendments for the remaining ten (10) agreements will cause the not-to-exceed compensation amount to surpass the City Manager’s signature authority and, therefore, are presented to the City Council for consideration and approval.

DISCUSSION
During the current term of the agreements, (ending June 30, 2024), the ten (10) vendors have offered popular recreation enrichment programs to the public. The public has shown a very high level of enthusiasm for participation in these programs and activities and the Department has built a solid partnership with these vendors.

The proposed amendments increase the total not-to-exceed maximum compensation of the ten (10) vendor agreements by $2,526,130, from $3,680,000 to $6,206,130, effective July 1, 2024. The ten (10) amendments are required to continue providing these programs into the extended terms set forth in each agreement as indicated in the agreement amendments (Attachments 2-12) and are subject to budget appropriations in subsequent years. The amendments are funded by registration fees collected for the programs in the General Fund and require no budget amendments.

Please note that amendments were executed with seven (7) of the vendors in 2020 to allow for the addition of Virtual Programming Guidelines (VPG) and a corresponding adjustment to the schedule of fees (Amendment #1). The VPG provided for the provision of virtual classes to be offered as well as guidelines to be implemented related to hosting platforms, privacy, and classroom safety. Included in the amendments were a change in the revenue split for in-person programs from 60%-70% to an 80%-20% split for the vendor for virtual programming. As programs transitioned back to in-person programming, the revenue split reverted to the original agreement split.

The following Vendors executed Amendment No.1:
· Kimberly Davey
· Guru’s Educational Services
· Joyful Melodies
· Mad Science of the Bay Area
· Teacher Sean’s Music Factory
· Josh Rubietta
· Linnea Sheehy
The remaining three (3) vendors (Kidz Love Soccer, Kodenkan Jujitsu and Skyhawks Youth Sports) did not provide virtual programming and consequently, did not execute an amendment to do so.

Table 1 summarizes the proposed amendments included as part of this recommendation for City Council approval.

Table 1
Attachment
No.

Vendor Name & Program
Category
Amendment
No.

Current Not-toExceed AmountProposed Not-toExceed Amount 2 Kimberly Davey Ballet Dance
Instruction
2 $900,000 $1,310,130
3 Guru’s Educational Services2 $75000 $145000
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24-472 Agenda Date: 6/25/2024
Attachment
No.

Vendor Name & Program
Category
Amendment
No.

Current Not-toExceed AmountProposed Not-toExceed Amount 2 Kimberly Davey Ballet Dance
Instruction
2 $900,000 $1,310,130
3 Guru’s Educational Services
Public Speaking Instruction
2 $75,000 $145,000
4 Joyful Melodies Musical
Instruction
2 $95,000 $165,000
5 North American Youth
Activities DBA Kidz Love
Soccer Soccer Instruction
1 $575,000 $710,000
6 Anthony Janovich DBA
Kodekan Jujitzu School Jujitsu
Martial Arts Instruction
1 $135,000 $160,000
7 Nanogan Science & Services,
LLC DBA Mad Science of the
Bay Area Science Instruction
2 $220,000 $325,000
8 Sean Mendelson DBA
Teacher Sean’s Music Factory
Children’s Music Exploration
2 $400,000 $460,000
9 Josh Rubietta Music, Chorus
and Performing Arts
Instruction
2 $300,000 $1,100,000
10 Linnea Sheehy Dance
Instruction
2 $830,000 $1,200,000
11 Southbay Youth Sports, LLC
Sports Instruction
1 $150,000 $631,000
Total: $3,680,000 $6,206,130

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.

FISCAL IMPACT
The proposed amendments increase the total maximum compensation by $2,526,130, from $3,680,000 to $6,206,130, for the 5-year extension through June 30, 2029. Funding for the proposed amendments is offset by program revenues based on the revenue split between the vendor and the City as executed in the vendor agreements. Per the agreements, the vendors retain 60-70% and the City retains 30-40% of gross program revenues to cover City costs for marketing, facility-use and program administration. The program costs and revenues are factored into the annual budget.

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

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24-472 Agenda Date: 6/25/2024

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

RECOMMENDATION
Authorize the City Manager to execute Amendments to the Agreements with the following ten (10) vendors to provide recreational programming services, in the respective not-to-exceed amounts and amended terms noted in this report, for a revised not-to-exceed aggregate maximum compensation amount of $6,206,130, subject to budget appropriations, in final forms approved by the City Attorney:
1) Kimberly Davey; 2) Guru’s Educational Services; 3) Joyful Melodies; 4) North American Youth Activities; 5) Anthony Janovich; 6) Nanogan Science & Services; 7) Sean Mendelson; 8) Josh Rubietta; 9) Linnea Sheehy; and 10) Southbay Youth Sports, Inc.

Prepared by: Kimberly Castro, Recreation Manager
Reviewed by: Cynthia Bojorquez, Assistant City Manager/Acting Director Parks & Recreation Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. File ID No. 19-456

2. Amendment No. 2 Kimberly Davey

3. Amendment No. 2 Guru’s Educational Services

4. Amendment No. 2 Joyful Melodies

5. Amendment No. 1 North American Youth Activities

6. Amendment No. 1 Anthony Janovich

7. Amendment No. 2 Nanogan Science & Services

8. Amendment No. 2 Sean Mendelson

9. Amendment No. 2 Josh Rubietta

10. Amendment No. 2 Linnea Sheehy

11. Amendment No. 1 Southbay Youth Sports, Inc.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
19-456 Agenda Date: 6/25/2019

REPORT TO COUNCIL

SUBJECT
Approval of Agreements with 18 Recreational Instruction Providers for Programs and Services through City’s Parks & Recreation Department for Five-Year Terms

BACKGROUND
The Parks & Recreation Department manages and maintains the City's park system, recreation facilities, pools and cemeteries as well as provides recreation programs, services and activities that contribute to the vitality, health and wellness of the community. The Department’s Recreation programs serve over 30,000 customers per year and generate approximately $2.6 million in revenue.

Program offerings are promoted through the City’s Activity Guide, which is developed and published three times annually. Program registration is conducted online, as well as in person and by mail.

The City currently has agreements with over fifteen contractual program vendors (Contractor) who provide a variety of fee-based recreation programs and services that are priced at market rate for the region. The program revenue is split between the contractor and City. Contractors typically retain between 60% and 80% of gross revenue per participant, while the City retains the remaining balance that recovers City costs for marketing, facility use, and program administration.

The City is interested in greater transparency, competitive procurement practices, and more efficient delivery of services. Formerly, recreation contractor agreements were executed seasonally. The proposed practice is one agreement per contractor for a five-year term, with a contingency for seasonal program adjustments.

DISCUSSION
Request for Proposals and Selection
On November 6, 2018, the City issued a Request for Proposal (RFP) to select qualified vendors to provide recreational services. The various recreation programs and service categories were consolidated into one RFP with the goal of creating a pool of contractors whom are eligible to provide recreational services as needed. The City published the RFP using BidSync, the City’s eprocurement tool. In addition, the City contacted firms that are known to provide such services, with instructions on how to register on BidSync and how to submit a proposal. Proposers were allowed to propose only for service offerings consistent with their area(s) of expertise. A total of fifty-five (55) vendors viewed the RFP, and eighteen (18) proposals were received.

Evaluation
The proposals were evaluated by a three-member team from the Parks & Recreation Department.

Each team member independently evaluated the proposals. The panel determined that each of the eighteen (18) submitted proposals was responsive and met the City’s requirements. The Contractors City of Santa Clara Page 1 of 4 Printed on 4/27/2023
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19-456 Agenda Date: 6/25/2019
selected provide a variety of recreational programs and services across multiple categories including, but not limited to: art, enrichment, dance, martial arts, aquatics, and various sports and special interest classes.

Notice of Intended Award
A Notice of Intended Award (NOIA) announcing the City’s recommended contractors was published on February 8, 2019. The RFP process included a ten-day protest period, which commenced with the issuance of the NOIA and ended on February 18, 2019. No protests were received.

Pending Council’s approval, the Agreements (see Table 1 below) will begin with the Fall 2019 recreation season for a five-year term, provide flexible but stable programming for City residents and deliver the most effective and efficient services within the City’s recreation facility capacity and constraints. The program is revenue generating. Depending upon actual registration, the total gross revenue generated will be over $1 million annually and $5.6 million over the five-year contractual period, of which the City retains about 30% on average. It is estimated that the total annual compensation for the Contractors listed will be approximately in the amount of $907,200 and the total five-year amount will be $4,536,000, or about 70% of gross revenue. While the estimated, not to exceed compensation amount for each agreement is based on the anticipated full enrollment for all activities, actual Contractor compensation is based on the actual number of participants registered. If minimum registration numbers are not met, the class will be cancelled, the Contractor will not receive compensation for the cancelled class, and registrants will be refunded.

Table 1 Recreation
Contractors 2019
Contractor Name Recreation CategoryEstimated
Annual
Compensation
Maximum
Contract
Compensation
1 Chaparral County
Corporation
Horseback Riding $25,000 $125,000
2 Code For Fun Computing;
Enrichment and
Academic Courses
$15,000 $75,000
3 Justin Fujihara dba
Gametime Basketball
Basketball $29,000 $145,000
4 Guru’s Educational
Services, Inc.

Enrichment and
Academic Courses
$15,000 $75,000
5 Josh Rubietta Dance; Physical
Movement
$60,000 $300,000
6 Joyful Melodies Corp. Music $19,000 $95,000
7 North American Youth
Activities, LLC dba Kidz
Love Soccer
Sports $115,000 $575,000
8 Kimberly Davey Dance $180,000 $900,000
9 Anthony Janovich dba
Kodenkan Jujitsu School
Martial Arts $27,000 $135,000
10 Lil Sluggers Santa Clara,
LLC
Sports $17,000 $85,000
11 Linnea Sheehy Dance $166,000 $830,000
12 Nanogan Science &
Services, LLC dba Mad
Science of the Bay Area
Enrichment and
Academic Courses
$44,000 $220,000
13 Renee Ramsey Art $15000 $75000
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19-456 Agenda Date: 6/25/2019
8 Kimberly Davey Dance $180,000 $900,000
9 Anthony Janovich dba
Kodenkan Jujitsu School
Martial Arts $27,000 $135,000
10 Lil Sluggers Santa Clara,
LLC
Sports $17,000 $85,000
11 Linnea Sheehy Dance $166,000 $830,000
12 Nanogan Science &
Services, LLC dba Mad
Science of the Bay Area
Enrichment and
Academic Courses
$44,000 $220,000
13 Renee Ramsey Art $15,000 $75,000
14 Sports, Fitness & Karate,
Inc.

Martial Arts; Health
and Wellness;
Physical Movement
$17,000 $85,000
15 Play-Well Teknologies Enrichment and
Academic Courses
$28,000 $140,000
16 Skyhawks Sports Academy,
LLC
Sports $30,000 $150,000
17 Starrz Dance Academy of
Performing Arts
Dance $25,200 $126,000
18 Sean Mendelson dba
Teacher Sean’s Music
Factory
Music $80,000 $400,000
Totals: $907,200 $4,536,000

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.

FISCAL IMPACT
All funding for the agreements is generated from program revenue collected at the time of registration. The City retains 25-37% of gross program revenue per proposed agreement and the Contractors retain 63-75%. Depending upon actual registration, the total gross revenue generated during the initial term will be over $1 million annually and $5.6 million over the five-year contractual period, of which the City will retain about 30% on average. It is estimated that the total annual compensation to the recreation Contractors listed will be approximately $907,200 and the total fiveyear amount will be $4,536,000, or about 70% of gross revenue.

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

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

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19-456 Agenda Date: 6/25/2019

RECOMMENDATION

1. Authorize the City Manager to execute Agreements with the 18 contractors listed in Table 1, and in the respective amounts listed to provide Recreation Programs and Services for five-year terms ending June 30, 2024, for a maximum aggregate compensation not to exceed $4,536,000, subject to budget appropriations;

2. Authorize the City Manager to execute individual amendments with the contractors listed to increase or decrease the maximum compensation for each agreement depending on resident demand and actual registration. Increases to agreement compensation shall be limited to fifteen percent (15%) above the agreement maximum compensation, and subject to budget appropriations; and

3. Authorize the City Manager to execute up to five (5), one-year options to extend the term of the Agreements after the initial five-year term through June 30, 2029, subject to budget appropriations.

Reviewed by: James Teixeira, Director of Parks & Recreation Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement with Chaparral County Corporation

2. Agreement with Code For Fun

3. Agreement with Justin Fujihara dba Gametime Basketball

4. Agreement with Guru’s Educational Services, Inc.

5. Agreement with Josh Rubietta

6. Agreement with Joyful Melodies Corp.

7. Agreement with North American Youth Activities, LLC dba Kidz Love Soccer

8. Agreement with Kimberly Davey

9. Agreement with Anthony Janovich dba Kodenkan Jujitsu School

10. Agreement with Lil Sluggers Santa Clara, LLC

11. Agreement with Linnea Sheehy

12. Agreement with Nanogan Science & Services, LLC dba Mad Science of the Bay Area

13. Agreement with Renee Ramsey

14. Agreement with Sports, Fitness & Karate, Inc.

15. Agreement with Play-Well Teknologies

16. Agreement with Skyhawks Sports Academy, LLC

17. Agreement with Starrz Dance Academy of Performing Arts

18. Agreement with Sean Mendelson dba Teacher Sean’s Music Factory City of Santa Clara Page 4 of 4 Printed on 4/27/2023
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Amendment No. 2 to Agreement/ Kimberly Davey Page 1
Rev. 10/25/19
Ebix Insurance No. S200004100
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

KIMBERLY DAVEY

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimberly Davey, a California sole proprietorship (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,” dated July 10, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated August 4, 2020, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide and develop recreational programming in the following category, Dance, and the Parties now wish to amend the Agreement as Amended to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

Amendment No. 2 to Agreement/ Kimberly Davey Page 2
Rev. 10/25/2019
A. 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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Million, Three Hundred Ten Thousand, One Hundred Thirty Dollars ($1,310,130), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees” is hereby amended to have Maximum Compensation not to exceed One Million, Three Hundred Ten Thousand, One Hundred Thirty Dollars ($1,310,130).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/ Kimberly Davey Page 3
Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”

KIMBERLY DAVEY
a California sole proprietorship
Dated:

By (Signature):

Name: Kimberly Davey
Title: Owner
Principal Place of
Business Address:
18721 Kosich Drive
Saratoga, CA 95070
Email Address: [email protected]
Telephone: (408) 772-1122
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/ Kimberly Davey/Exhibit D – Notice of Option to Extend Agreement Page 1 Rev. 10/25/19
Amendment No. 2 to Agreement/Gurus Educational Services Inc. Page 1 Rev. 10/25/19
Ebix Insurance No. S200004108
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
GURUS EDUCATIONAL SERVICES INC.

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Gurus Educational Services Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services”, dated July 1, 2019 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated September 4, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement for the purpose of having Contractor provide enrichment recreational programming in the public speaking category.

The Parties now wish to amend the Agreement as Amended through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement” is amended 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 July 1, 2019 and terminate on June 30, 2029.

Amendment No. 2 to Agreement/Gurus Educational Services Inc./Exhibit E Rev. 10/25/19 Page 6

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Hundred and Forty-Five Thousand Dollars ($145,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed One Hundred and Forty-Five Thousand Dollars ($145,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/Gurus Educational Services Inc./Exhibit D – Notice of Option to Extend Rev. 10/25/19 Page 2
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”
GURUS EDUCATIONAL SERVICES INC.

A California corporation
Dated:

By (Signature):

Name: Sue Chen
Title: Manager/Principal
Principal Place of
Business Address:
3901 Lick Mill Blvd. #260
Santa Clara, CA 95054
Email Address: [email protected]
Telephone: (510) 573-2497
Fax: ( )
“CONTRACTOR”
1 Amendment No. 2 to Agreement/ Joyful Melodies Corp.

Ebix Insurance No. S200004300
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
JOYFUL MELODIES CORP.

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Joyful Melodies Corp., a California Corporation (hereinafter “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,” dated July 24, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated September 22, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide and develop recreational programming in the following category, Music, and the Parties now wish to amend the Agreement as Amended through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds
NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:
2 Amendment No. 2 to Agreement/ Joyful Melodies Corp.

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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Hundred and Sixty-Five Thousand Dollars ($165,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed One Hundred and Sixty-Five Thousand Dollars ($165,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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3 Amendment No. 2 to Agreement/ Joyful Melodies Corp.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”
JOYFUL MELODIES CORP.

A CALIFORNIA CORPORATION
Dated:

By (Signature):

Name: Angelia Kan
Title: Operations Manager
Principal Place of
Business Address:
10455 Bandley Drive, Suite 300
Cupertino, CA 95014
Email Address: [email protected]
Telephone: (408) 725-9049
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/ Joyful Melodies Corp./Exhibit D – Notice of Option to Extend Agreement

Rev. 10/25/19
Amendment No. 1 to Agreement/North American Youth Activities, LLC, DBA Kidz Love Soccer Page 1 Rev. 10/25/19
Ebix Insurance No. S200004106
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NORTH AMERICAN YOUTH ACTIVITIES, LLC

DBA KIDZ LOVE SOCCER

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and North American Youth Activities, LLC, a California Limited Liability Company doing business as Kidz Love Soccer (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,” dated July 10, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide and develop recreational programming in the following category, Physical Movement, and the Parties now wish to amend the Agreement to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

A. 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 B, entitled "SCHEDULE OF FEES." The maximum Amendment No. 1 to Agreement/ North American Youth Activities, LLC, DBA Kidz Love Soccer Page 2 Rev. 10/25/2019
compensation of this Agreement is Seven Hundred Ten Thousand Dollars ($710,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees” is hereby amended to have Maximum Compensation not to exceed Seven Hundred Ten Thousand Dollars ($710,000).

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
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Amendment No. 1 to Agreement/ North American Youth Activities, LLC, DBA Kidz Love Soccer Page 3 Rev. 10/25/2019
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”

NORTH AMERICAN YOUTH ACTIVITIES, LLC DBA KIDZ LOVE SOCCER

A CALIFORNIA LIMITED LIABILITY COMPANY
Dated:

By (Signature):

Name: Malcolm Guthrie
Title: Managing Member
Principal Place of
Business Address:

PO Box 337
Corte Madera, CA 94976
Email Address: [email protected]
Telephone: (888) 277-9542
Fax: ( )
“CONTRACTOR”
Amendment No. 1 to Agreement/North American Youth Activities, LLC, DBA Kidz Love Soccer/Exhibit D Page 1 Rev. 10/25/19
Amendment No. 1 to Agreement/ Kodenkan Jujitsu Page 1
Rev. 10/25/19
Ebix Insurance No. S200004112
AMENDMENT NO.1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ANTHONY JANOVICH

DBA KODENKAN JUJITSU SCHOOL

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Anthony Janovich, a California sole proprietorship doing business as Kodenkan Jujitsu School (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,” dated July 1, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide and develop recreational programming in the following category, Jujitsu, and the Parties now wish to amend the Agreement to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

A. 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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Hundred Sixty Thousand Dollars Amendment No. 1 to Agreement/ Kodenkan Jujitsu Page 2
Rev. 10/25/2019
($160,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees” is hereby amended to have Maximum Compensation not to exceed One Hundred Sixty Thousand Dollars ($160,000).

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
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Amendment No. 1 to Agreement/ Kodenkan Jujitsu Page 3
Rev. 10/25/2019
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”

ANTHONY JANOVICH

DBA KODENKAN JUJITSU SCHOOL
a California sole proprietorship
Dated:

By (Signature):

Name: Anthony Janovich
Title: Owner
Principal Place of
Business Address:
1196 South De Anza Blvd.

San Jose, CA 95129
Email Address: [email protected]
Telephone: (408) 396-2571
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/ Kodenkan Jujitsu/Exhibit D – Notice of Option to Extend Agreement Page 1 Rev. 10/25/19
Amendment No. 2 to Agreement/Nanogan Science & Services, LLC DBA Mad Science of the Bay Area Rev. 10/25/19 Page 1
Ebix Insurance No. S200004099
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NANOGAN SCIENCE & SERVICES, LLC

DBA MAD SCIENCE OF THE BAY AREA

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Nanogan Science & Services, LLC DBA Mad Science of the Bay Area, a California corporation, (Contractor).

City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services”, dated July 1, 2019 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated September 15, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide enrichment recreational programming in the science category, and the Parties now wish to amend the Agreement as Amended to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

Amendment No. 2 to Agreement/Nanogan Science & Services, LLC DBA Mad Science of the Bay Area Rev. 10/25/19 Page 2

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Three Hundred and Twenty-Five Thousand Dollars ($325,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed Three Hundred and Twenty-Five Thousand Dollars ($325,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/Nanogan Science & Services, LLC DBA Mad Science of the Bay Area/ Exhibit E – Notice of Option to Extend Page 3
Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”

NANOGAN SCIENCE & SERVICES, LLC

DBA MAD SCIENCE OF THE BAY AREA
A California Corporation
Dated:

By (Signature):

Name: Anita Mishra
Title: Managing Director
Principal Place of
Business Address:
44808 S Grimmer Blvd
Fremont, CA 94538
Email Address: [email protected]
Telephone: (510) 438-9702
Fax: ( )
“CONTRACTOR”
Amendment No. 2 to Agreement/ Sean Mendelson Page 1
Rev. 3/11/24
Ebix Insurance No. S200004109
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SEAN MENDELSON
DBA TEACHER SEAN’S MUSIC FACTORY

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Sean Mendelson, a California sole proprietorship doing business as Teacher Sean’s Music Factory (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”, dated July 1, 2019 (the “Agreement”); and
B. The Agreement was previously amended by Amendment No. 1, dated August 20, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide and develop recreational programming in the following category, Music, and the Parties now wish to amend the Agreement as Amended to extend the term, add four (4) one-year options through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall Amendment No. 2 to Agreement/ Sean Mendelson Page 2
Rev. 3/11/2024
pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Four Hundred and Sixty Thousand Dollars ($460,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed Four Hundred and Sixty Thousand Dollars ($460,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/ Sean Mendelson Page 3
Rev. 3/11/2024
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”
SEAN MENDELSON DBA TEACHER SEAN’S MUSIC FACTORY
a California sole proprietorship
Dated:

By (Signature):

Name: Sean Mendelson
Title: Owner
Principal Place of
Business Address:
140 Virginia Ave
Campbell, CA 95008
Email Address: [email protected]
Telephone: (650) 537-6856
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/ Sean Mendelson/Exhibit E – Notice of Option to Extend Agreement Page 1 Rev. 3/11/24
Amendment No. 2 to Agreement/* Josh Rubietta Page 1
Rev. 10/25/19
Ebix Insurance No. S200004117
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

JOSH RUBIETTA

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Josh Rubietta, a California sole proprietorship, (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”, dated July 1, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated August 4, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement for the purpose of having Contractor provide and develop an assortment of classes in the areas of piano/keyboard, dance and youth choir. The Parties now wish to amend the Agreement as Amended and amend the not to exceed amount, subject to the appropriation of funds, to extend the term through June 30, 2029, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

Amendment No. 2 to Agreement/Josh Rubietta Page 2
Rev. 10/25/2019

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Million, One Hundred Thousand Dollars ($1,100,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed One Million, One Hundred Thousand Dollars ($1,100,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/Josh Rubietta Page 3
Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”

JOSH RUBIETTA
a California sole proprietorship
Dated:

By (Signature):

Name: Josh Rubietta
Title: Owner/Operator
Principal Place of
Business Address:
2363 Catalpa Way
Hayward, CA 94545
Email Address: [email protected]
Telephone: (847) 345-9949
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/Josh Rubietta
/Exhibit E Page 4
Rev. 10/25/19
Amendment No. 2 to Agreement/ Linnea Sheehy Page 1
Rev. 3/11/24
Ebix Insurance No. S200004101
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

LINNEA SHEEHY

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Linnea Sheehy, a California sole proprietorship (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,” dated July 2, 2019 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated August 21, 2020, the agreement allowed for virtual programs during the pandemic, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide and develop recreational programming in the following category, Dance, and the Parties now wish to amend the Agreement as Amended to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall Amendment No. 2 to Agreement/ Linnea Sheehy Page 2
Rev. 3/11/2024
pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is One Million, Two Hundred Thousand Dollars ($1,200,000), subject to budget appropriations, which includes all payments that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed One Million, Two Hundred Thousand Dollars ($1,200,000).

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
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Amendment No. 2 to Agreement/ Linnea Sheehy Page 3
Rev. 3/11/2024
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”

LINNEA SHEEHY
a California sole proprietorship
Dated:

By (Signature):

Name: Linnea Sheehy
Title: Owner
Principal Place of
Business Address:
4635 Alex Drive
San Jose, CA 95130
Email Address: [email protected]
Telephone: (408) 836-7719
Fax: NA
“CONTRACTOR”
Amendment No. 2 to Agreement/ Linnea Sheehy/Exhibit E – Notice of Option to Extend Agreement Page 1 Rev. 3/11/2024
Amendment No. 2 to Agreement/ Skyhawks Sports Academy Page 1 Rev. 10/25/19
Ebix Insurance No. S200004305
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

SOUTH BAY YOUTH SPORTS, LLC

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and South Bay Youth Sports, LLC, doing business as Skyhawks Sports Academy, 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,” dated July 1, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide and develop recreational programming in the following category, Sports & Recreational Activities, and the Parties now wish to amend the Agreement to extend the term through June 30, 2029, and amend the not to exceed amount, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT” is amended 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 July 1, 2019 and terminate on June 30, 2029.

2. Section 6 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:

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 B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Six Hundred and Thirty-One Thousand Dollars ($631,000), subject to budget appropriations, which includes all payments Amendment No. 1 to Agreement/ Skyhawks Sports Academy Page 2 Rev. 10/25/2019
that 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 be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit B, entitled “Schedule of Fees”, is hereby amended to have Maximum Compensation not to exceed Six Hundred and Thirty-One Thousand Dollars ($631,000).

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
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Amendment No. 1 to Agreement/ Skyhawks Sports Academy Page 3 Rev. 10/25/2019
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”

SOUTH BAY YOUTH SPORTS, LLC
a California limited liability company
Dated:

By (Signature):

Name: Kyle Campbell
Title: Owner
Principal Place of
Business Address: 593 King George Ave. San Jose, CA 95136 Email Address: [email protected]
Telephone: (209) 968-9206
Fax:
“CONTRACTOR”
Amendment No. 1 to Agreement/ Skyhawks Sports Academy/Exhibit D – Notice of Option to Extend Agreement Page 1
Rev. 10/25/19
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1141 Agenda Date: 6/25/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to the Agreement with Accela, Inc. to Purchase Additional Licenses for Land Management Software and Increase the Maximum Compensation by $235,872.25 for a Maximum Contract Compensation of $2,875,172.25 and Approve the Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure

BACKGROUND
On August 21, 2018, the City Council authorized staff to execute an agreement with Accela, Inc. (Accela) to purchase a land management software system called Civic Platform. Land management software provides a centralized platform for planning, permitting, licensing, and related activities.

City staff use Civic Platform to support a variety of service areas:
· Building, Planning, and Housing & Community Services Divisions for online permit submittal and payment services, plan review, inspection scheduling, affordable housing tracking, fee collection, and reporting.
· Fire Department for online permit submittal and payment services, plan review, operational permit inspections, and internal reporting tools.
· Land and Property Development Division of Public Works for processing and tracking site clearances, subdivision maps, title documents, and encroachment permits. · Street Division-Stormwater Division of Public Works for code enforcement, inspections, fee collection, and reports.
· Water and Sewer Utilities Department for plan review and fee collection. · Silicon Valley Power for plan review, fee collection, and meter release processes. · Police Department for online submittal of abandoned vehicle abatement reporting by staff and members of the public, and the ability for personnel to make computer-aided dispatch audio requests.

The Accela Civic Platform permitting system went live in August 2021, and the City has experienced numerous benefits from its use. The integrated system allows for citywide collaboration, improving business processes and customer service by streamlining plan review, approval, and information sharing. Technological enhancements, such as a public permitting online portal, mobility through apps, and 24/7 availability from anywhere, have also been implemented.

DISCUSSION
Amendment No. 2 increases the number of named user licenses to address increased usage and City of Santa Clara Page 1 of 6 Printed on 6/21/2024
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24-1141 Agenda Date: 6/25/2024
adds new public safety shift-based licenses. The shift-based licenses have a lower cost per license and are intended to account for the unique hours/shifts of the public safety work.

Named User Licenses for Land Development
The agreement with Accela requires the City to purchase a named user license for each user. A named user license provides unlimited access to the licensed software for the individual user. When the City originally purchased the software in 2018, the Community Development Department (CDD) estimated a need for 140 named user licenses for City staff. Following the launch of the Civic Platform in the fall of 2021, the City required additional licenses for the platform since the use of the system had increased beyond what was originally anticipated. This widespread adoption by multiple City departments drove the need for additional named user licenses. In December 2021, the City Council approved Amendment No. 1 to increase the number of licenses from 140 to 240. This citywide expansion improved efficiency in plan reviews and inter-departmental coordination of permit applications. Additionally, the expanded use provided greater transparency in the plan review process, contributing to a higher level of customer service.

Adoption of the Accela Civic Platform continues to increase as departments identify new use cases to automate City services and improve efficiencies. Additionally, the City is filling vacancies, and these positions will need licenses.

The proposed Amendment No. 2 increases the number of named user licenses by 41, bringing the total number of licenses to 281 from the current 240 licenses per Amendment No. 1. As outlined in Table 1, 260 of the licenses would be attributed to specific departments while the remaining 21 would be available as a contingency to address future needs.

Table 1: Named User Licenses
Department Existing
Named
User
Licenses
Proposed
Named
User
Licenses
Total
Named
User
Licenses
Justification
CDD 89 +21 110 Hiring new staff and consultants involved in the development review process and
inspections.

City Manager’s
Office
1 0 1 N/A
Finance 7 +2 9 New staff support to promote crosstraining and coverage.

Fire 34 -10 24 Named users are being transitioned to the shift-based license type. (Refer to the “ShiftBased Licenses for Public Safety” section for more information.)
Parks &
Recreation
3 0 3 N/A
Police 3 0 3 N/A
Public Works 35 +10 45 Support staff to process, review, and approve encroachment permits which
helps streamline services for our
customers for proposed construction work
in the public right of way.

Silicon Valley
Power
31 +10 41 Support new and existing staff to process,
review, and approve building permit and
encroachment permits related to new
customers for electric service and
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24-1141 Agenda Date: 6/25/2024
shiftbased license type. (Refer to the
Shift
Based Licenses for Public Safety” section for more
information.)
Parks &
Recreation
3 0 3 N/A
Police 3 0 3 N/A
Public Works 35 +10 45 Support staff to process, review, and approve encroachment permits which
helps streamline services for our
customers for proposed construction work
in the public right of way.

Silicon Valley
Power
31 +10 41 Support new and existing staff to process,
review, and approve building permit and
encroachment permits related to new
customers for electric service and
encroachment applications for any
conflicts with electric infrastructure.

Water & Sewer 10 +1 11 The new license is needed by the new Water Conservation Specialist to begin
reviewing Land Development projects for
compliance with the Model Water Efficient
Landscape Ordinance (MWELO).

System
Administration
13 0 13 N/A
Sub-Total 226 34 260
Contingency 14 7 21 Contingency ensures flexibility to
accommodate unforeseen City needs and
growth. The City does not pay for any
licenses that are not being utilized.

Not-to-Exceed 240 41 281
Staff actively manages the assignment of named user licenses citywide. When there are changes to staffing, licenses are re-assigned to new users.

Shift-Based Licenses for Public Safety
The Fire Department’s Code Enforcement module, designed for use by the Community Risk Reduction and Field Operations Divisions, is included in the original Accela contract. Accela will modernize the Divisions’ inspection operations by replacing fragmented databases with a unified platform already employed by the Community Risk Reduction Division for development-related operations. This transition will significantly enhance the integration and communication with both internal teams and external customers.

To fully implement this integration, the Fire Department is requesting 59 new shift-based licenses for the Field Operations Division and Fire and Police Communications. These licenses are tailored to meet the specific needs of the departments’ emergency response personnel, accommodating their varied work schedules and shared computer usage. With these licenses, the Field Operations personnel will be equipped to conduct inspections and manage critical code enforcement notifications across departments. Fire and Police Communication personnel will use the licenses to access essential emergency response information required by emergency responders during time-sensitive operations.

Table 2 Shift-Based Licenses
Department Existing
ShiftBased
Licenses
Proposed
Additional
ShiftBased
Licenses
Total ShiftBased
Licenses
Justification
Fire 0 +54 54 To conduct fire inspections at
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Department Existing
ShiftBased
Licenses
Proposed
Additional
ShiftBased
Licenses
Total ShiftBased
Licenses
Justification
Fire 0 +54 54 To conduct fire inspections at
businesses in the City.

Police 0 +5 5 For the Dispatch Center to
obtain emergency contact
information for businesses in
the City (e.g., emergency
contact information of property
owner).

Total 0 59 59
Not-toexceed0 59 59
Agreement Term
The current agreement will expire on November 30, 2025. Staff expects to bring forth an amendment or new agreement to extend the term at a later point in time. This allows staff more time to negotiate with Accela while enabling business operations to grow.

The approval of Amendment No. 2 will increase staff productivity and enhance customer service for the City’s permitting and fire occupancy process. By allowing expanded use of the Accela Civic Platform system, staff can better coordinate City activities, enhance internal and external communication, and provide more transparency into the process.

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
The fee for the additional named user licenses is consistent with the pricing outlined in the agreement at $2,073 per user/per year in the sixth year, with set increases each year over the remaining term of the contract. The shift-based license fee is $1,240 per device/per year in the sixth year of the agreement, with set increases each year over the remaining term of the contract. Through November 2025, the purchase of additional licenses will increase the maximum, not-to-exceed compensation by $235,872.25 for a revised maximum compensation amount of $2,875,172.25 as outlined in Attachment 2 (License Not-To-Exceed Breakdown By Agreement and Year). The FY 2024/25 budget for Accela licenses is $570,889 and is included in the Non-Departmental budget in the General Fund, which is subject to the approval of the FY 2024/25 operating budget. With the proposed increase recommended in Amendment No. 2, an additional $76,045 is required for FY 2024/25. The ongoing costs of the increased licensing will be factored into the budget development process.

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24-1141 Agenda Date: 6/25/2024
The Technology Fee Reserve, which is sourced from a technology fee applied to various development and operational permit applications, funds Accela licenses. The following amendment is recommended to allocate available technology fee funds to cover the cost increase.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
General Fund
Expenditures
Non-Departmental $26,733,386 $76,045 $26,809,431
Fund Balance
Technology Fee Reserve $2,581,145 ($76,045) $2,505,100

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

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

RECOMMENDATION

1. Authorize the City Manager, or his designee, to execute Amendment No. 2 to the Agreement with Accela, Inc. to purchase additional licenses for Land Management Software and increase the maximum compensation by $235,872.25 for a maximum contract compensation of $2,875,172.25 in a final form approved by the City Attorney; and

2. Approve the FY 2024/25 budget amendment in the General Fund to increase the NonDepartmental appropriation in the amount of $76,045 and decrease the Technology Fee Reserve in the amount of $76,045 (five affirmative Council votes required for the use of unused balances) .

Reviewed by:

Reena Brilliot, Acting Director of Community Development Ruben Torres, Fire Chief
Gaurav Garg, Director of Information Technology / Chief Information Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS
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1. Amendment No. 2 to Agreement with Accela, Inc. (2024)

2. License Not-To-Exceed Breakdown By Agreement and Year

3. Original Agreement with Accela, Inc. (2018)

4. Amendment No. 1 to Agreement with Accela, Inc. (2021) City of Santa Clara Page 6 of 6 Printed on 6/21/2024
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Amendment No. 2 to Agreement/Accela, Inc. Page 1
Rev. 10/25/19
Ebix Insurance No. S200000696
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

PREAMBLE
This amendment (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Accela, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The City previously entered into an agreement with Accela Inc., a California Corporation, entitled “Agreement for the Performance of Services by and between the City of Santa Clara and Accela, Inc.”, dated May 29, 2018 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated December 16, 2021, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”;
C. Accela Inc., a California Corporation, converted to a Delaware Corporation on August 29, 2023, and Accela Inc., a Delaware Corporation, has the same obligations and rights previously held by Accela Inc., a California Corporation, under the Agreement as Amended; and
D. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide software subscription and related services, and the Parties now wish to amend the Agreement as Amended to increase compensation by $235,872.25 for a revised not-to-exceed maximum compensation amount of $2,875,172.25 for the purchase of additional 41 named user licenses and 59 shift-based licenses.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. First Revised Exhibit B of the Agreement as Amended, entitled “Fee Schedule”, is hereby amended to read as shown in Second Revised Exhibit B, attached and incorporated into this Amendment No. 2.

Amendment No. 2 to Agreement/Accela, Inc. Page 2
Rev. 10/25/2019

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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”
ACCELA, INC.
a Delaware corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:
2633 Camino Ramon #500
San Ramon, CA 94853
Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
Amendment No. 2 to Agreement/Accela, Inc. Page 3
Rev. 10/25/2019

SECOND REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION
The maximum compensation for all materials and services provided under this Agreement shall not exceed Two Million, Eight Hundred Seventy-Five Thousand, One Hundred Seventy-Two Dollars and Twenty-Five Cents ($2,875,172.25) during the term of the Agreement, subject to budget appropriations. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

2. CIVIC PLATFORM ANNUAL SOFTWARE SUBSCRIPTION SERVICES Table B1 sets forth the maximum price per subscription, based on the Subscription Term, and the quantity of subscriptions that City has purchased in prior periods. a. New Subscriptions. The Parties will follow the ensuing process to purchase additional subscriptions. When the City desires to purchase additional subscriptions during a Subscription Term:
i. City will provide Contractor with the quantity, type, price, and activation date of new subscriptions.
ii. The Contractor will prepare and deliver to City an Order Form summarizing the terms of the purchase. Contractor will prorate the subscription Per Unit Price from the activation date through the end of the Subscription Term. iii. City shall evidence the purchase of new subscriptions by issuance of a Purchase Order which, together with Contractor’s Order Form, shall be deemed to incorporate the terms and conditions of this Agreement and any amendments hereto.
b. Annual Renewal. Notwithstanding anything to the contrary contained herein, at least sixty (60) calendar days prior to the beginning of a new Subscription Term:
i. City will confirm with Contractor the quantity and type of subscriptions that should be renewed for the upcoming Subscription Term.
ii. Contractor shall adjust the annual renewal invoice for the new Subscription Term based on the information provided by the City and in accordance with the Per Unit Price set forth in Table B1.

Table B1: Civic Platform - Part # SS-37
Product Name Quantity of
licenses1
Per License
Price Extended Total1
Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/18 - 11/29/19 (Year 1) 40 $1,788.00 $71,520.00 Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/19 - 11/29/20 (Year 2) 140 $1,841.64 $257,829.60 Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/20 - 11/29/21 (Year 3) 140 $1,896.89 $265,564.60 Amendment No. 2 to Agreement/Accela, Inc. Page 4
Rev. 10/25/2019
Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/21 - 11/29/22 (Year 4) 140 $1,953.80 $273,532.00 Accela Civic Platform Silver – Named User License
Subscription Term: 1/1/22 to 11/29/222 (Year 4) 100 ///// $179,025.00 Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/22 - 11/29/23 (Year 5) 240 $2,012.40 $482,976.00 Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/23 - 11/29/24 (Year 6) 240 $2,072.77 $497,464.80 Accela Civic Platform Silver – Named User License
Subscription Term: June 2024 – November 20242
(Year 6)
41 $1,033.55 $42,375.55
Accela Civic Platform Silver – Shift-Based License
Subscription Term: June 2024 – November 20242
(Year 6)
49 $620.13 $30,386.37
Accela Civic Platform Silver – Named User License
Subscription Term: 11/30/24 - 11/29/25 (Year 7) 281 $2,134.95 $599,920.95 Accela Civic Platform Silver – Shift-Based License
Subscription Term: 11/30/24 - 11/29/25 (Year 7) 59 $1,280.98 $75,577.82 7-Year Not to Exceed Total $2,776,172.69
1Not to exceed amounts
2Prorated

3. CITIZEN ACCESS ANNUAL FEE
Table B2 sets forth the population-based, annual subscription fee for Citizen Access.

Table B2: Citizen Access - Part # AS-37
Product Name Population SizeNet Price
Accela Citizen Access - Subscription Population:
11/30/18 - 11/29/19 125,948 $12,594.80
Accela Citizen Access - Subscription Population:
11/30/19 - 11/29/20 125,948 $13,363.08
Accela Citizen Access - Subscription Population:
11/30/20 - 11/29/21 125,948 $13,753.52
Accela Citizen Access - Subscription Population:
11/30/21 - 11/29/22 125,948 $14,169.15
Accela Citizen Access - Subscription Population:
11/30/22 - 11/29/23 125,948 $14,597.37
Accela Citizen Access - Subscription Population:
11/30/23 - 11/29/24 125,948 $15,035.29
Accela Citizen Access - Subscription Population:
11/30/24 - 11/29/25 125,948 $15,486.35
Total $98,999.56
Term Year License Type Not-to-Exceed Quantity Price Per Unit Not-to-Exceed Total Actual Spent Year 1 (11/30/18 - 11/29/19) Named User License 40 $ 1,788.00 $ 71,520.00 $ 71,520.00 Permitting Online Portal License $ 12,594.80 $ 12,594.80 Sub-total $ 84,114.80 $ 84,114.80
Year 2 (11/30/19 - 11/29/20) Named User License 140 $ 1,841.64 $ 257,829.60 $ 197,527.08 Permitting Online Portal License $ 13,363.08 $ 13,363.08 Sub-total $ 271,192.68 $ 210,890.16
Year 3 (11/30/20 - 11/29/21) Named User License 140 $ 1,896.88 $ 265,563.93 $ 265,563.93 Permitting Online Portal License $ 13,753.52 $ 13,753.52 Sub-total $ 279,317.45 $ 279,317.45
Year 4 (11/30/21 - 11/29/22) Named User License 140 $ 1,953.79 $ 273,531.52 $ - Permitting Online Portal License $ 14,169.15 $ -
Sub-total $ 287,700.67 $ -
Year 5 (11/30/22 - 11/29/23) Named User License 140 $ 2,012.40 $ 281,737.01 $ - Permitting Online Portal License $ 14,597.37 $ -
Sub-total $ 296,334.38 $ -
Original Agreement Total $ 1,218,659.98 $ 574,322.41
Term Year License Type Not-to-Exceed Quantity Price Per Unit Not-to-Exceed Total Actual Spent Year 1 (11/30/18 - 11/29/19) Named User License 40 $ 1,788.00 $ 71,520.00 $ 71,520.00 Permitting Online Portal License $ 12,594.80 $ 12,594.80 Sub-total $ 84,114.80 $ 84,114.80
Year 2 (11/30/19 - 11/29/20) Named User License 140 $ 1,841.64 $ 257,829.60 $ 197,527.08 Permitting Online Portal License $ 13,363.08 $ 13,363.08 Sub-total $ 271,192.68 $ 210,890.16
Year 3 (11/30/20 - 11/29/21) Named User License 140 $ 1,896.89 $ 265,564.60 $ 265,563.93 Permitting Online Portal License $ 13,753.52 $ 13,753.52 Sub-total $ 279,318.12 $ 279,317.45
Year 4 (11/30/21 - 11/29/22) Named User License (Full Year) 140 $ 1,953.80 $ 273,532.00 $ 370,680.40 Named User License
(Prorated Jan-Nov. 22) 100 $ 1,953.80 $ 179,025.00
Permitting Online Portal License $ 14,169.15 $ 14,169.15 Sub-total $ 466,726.15 $ 384,849.55
Year 5 (11/30/22 - 11/29/23) Named User License 240 $ 2,012.40 $ 482,976.00 $ 436,539.27 Permitting Online Portal License $ 14,597.37 $ 14,957.37 Sub-total $ 497,573.37 $ 451,496.64
Year 6 (11/30/23 - 11/29/24) Named User License 240 $ 2,072.77 $ 497,464.80 Permitting Online Portal License $ 15,035.29
Sub-total $ 512,500.09
Year 7 (11/30/24 - 11/29/25) Named User License 240 $ 2,134.95 $ 512,388.00 Permitting Online Portal License $ 15,486.35
Sub-total $ 527,874.35
Amendment No. 1 Total $ 2,639,299.56
$ 2,639,300.00
Term Year License Type Not-to-Exceed Quantity Price Per Unit Not-to-Exceed Total Actual Spent Year 1 (11/30/18 - 11/29/19) Named User License 40 $ 1,788.00 $ 71,520.00 $ 71,520.00 Permitting Online Portal License $ 12,594.80 $ 12,594.80 Sub-total $ 84,114.80 $ 84,114.80
Year 2 (11/30/19 - 11/29/20) Named User License 140 $ 1,841.64 $ 257,829.60 $ 197,527.08 Permitting Online Portal License $ 13,363.08 $ 13,363.08 Sub-total $ 271,192.68 $ 210,890.16
Year 3 (11/30/20 - 11/29/21) Named User License 140 $ 1,896.89 $ 265,564.60 $ 265,563.93 Permitting Online Portal License $ 13,753.52 $ 13,753.52 Sub-total $ 279,318.12 $ 279,317.45
Year 4 (11/30/21 - 11/29/22) Named User License (Full Year) 140 $ 1,953.80 $ 273,532.00 $ 273,532.00 Named User License
(Prorated Jan-Nov. 22) 100 $ 179,025.00 $ 97,148.40
Permitting Online Portal License $ 14,169.15 $ 14,169.15 Sub-total $ 466,726.15 $ 384,849.55
Year 5 (11/30/22 - 11/29/23) Named User License 240 $ 2,012.40 $ 482,976.00 $ 436,539.27 Permitting Online Portal License $ 14,597.37 $ 14,957.37 Sub-total $ 497,573.37 $ 451,496.64
Year 6 (11/30/23 - 11/29/24) Named User License 240 $ 2,072.77 $ 497,464.80 Named User License
(Prorated June-Nov. 24) 41 $ 1,033.55 $ 42,375.55
Permitting Online Portal License $ 15,035.29
Shift-Based License (Prorated June-Nov. 24) 49 $ 620.13 $ 30,386.37 Sub-total $ 585,262.01
Year 7 (11/30/24 - 11/29/25) Named User License 281 $ 2,134.95 $ 599,920.95 Permitting Online Portal License $ 15,486.35
Shift-Based License 59 $ 1,280.98 $ 75,577.82
Sub-total $ 690,985.12
Amendment No. 2 Total $ 2,875,172.25
Original Agreement Amendment No. 1 Amendment No. 2
Amendment No. 1 Not-to-Exceed

I I I I I I

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I I I I I I

I I I I I I

I I I I

I I I I I I

I I I I I I

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I I I I I I

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For EBIX Insurance No. S200000696

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCELA, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Accela, Inc., a California corporation, with its principal place of business located at 2633 Camino Ramon, Suite 500, San Ramon, CA 94853 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 15 00 Warburton A venue, Santa Clara, California 95050 ("City"). City and Contractor may be refe1Ted to individually as a "Party" or collectively as the "Parties" or the "Patties 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 te1ms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

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

2. SERVTCFS TO BE PROVIDED.

Except as sp..:cified in this Agrc..:ment, Contractor shall furnish all technical and professional services for hosted subscriptions services, ( collectively refencd to as "Subscribed Services'' as defined in Exhibit H, Paragraph 3) to satisfactorily complete the work required by City at his/her own risk and expense. Subscribed Services to be provided to City are more fully described in Exhibit H. ;\ II of the exhibits referenced in this Agreement arc attached and arc incorporated by this reference.

Agreement for the Perfonnance of Services/Accela, Inc.

Rev. 06/22/17
Page I of9

3. COMMENCEMENT OF SUBSCRIBED SERVICES.

CUSTOMER'S SUBSCRIPTION TERM COMMENCES ON A MUTUALLY
AGREED UPON DATE TO OCCUR BEFORE SEPTEMBER 30, 2018 AND SAID DATE IS CUSTOMER'S "SERVICE DATE" FOR PURPOSES OF
DESIGNATING THE START OF ANY SUBSCRIPTION TERM. FOR THE

AVOIDANCE OF DOUBT, THE SERVICE DATE AND THE EFFECTIVE DATE MAY NOT BE THE SAME.

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

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

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

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

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

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate five (5) years from the Service Date. The Agreement may be renewed by the City, at its sole discretion, for two additional one (1) year terms.

Agreement for the Performance of Services/ Accela, Inc.

Rev. 06/22/17

6. MONITORING OF SUBSCIUBED SERVICES.

City may monitor the Subscribed Services perfonned 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 Subscribed Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. PERFORMANCE OF SUBSCRIBED 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 Subscribed Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

8. 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.

9. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Subscribed Services furnished by it, as set faith under this Agreement, including any exhibits or attachments. 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 (subject to any limitations in this Agreement) in accordance with applicable law for all damages to City caused by Contractor's Agreement, applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

10. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Subscribed 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 Subscribed 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.

Agreement for the Performance of Services/ Accela, Inc.

Rev. 06/22/17

11. TERMINATION OF AGREEMENT.

Either Paity may terminate this Agreement without eause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Paity's intent to tenninate the Agreement, which will be effective on the following anniversary of the Subscription Term provided such Notice of Termination is received 30 days prior to the anniversary of the Effective Date of the upcoming Subscription Term. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Subscl'ibed Services satisfactorily perfonned up to such date.

If City renews the Agreement for additional one year terms after first five (5) year tenn, then upon such renewal either Party may terminate the Agreement without cause by giving the other Party Notice of Termination. Such Notice of Termination shall be effective ninety (90) days after receipt by the other Party. Upon any such Notice of Tennination after the first five (5) year term, Contractor will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination.

Either party may terminate this Agreement if either Party materially breaches any terms and conditions of this Agreement after receiving a written notice describing the circumstances of the material breach, and the Paity fails to correct the breach within thirty (30) calendar days. Upon any termination for cause by City, Contractor will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination.

12. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

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

13. 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.

14. 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 Subscribed Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

Agreement for the Performance of Services/ Accela, Inc.

Rev. 06/22/17

15. NO PLEDGING OF CITY'S CREDIT.

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

16. 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 Subscribed Services nor be disclosed to an entity not connected with performance of the Subscribed Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

17. USEO.FCITYNAMEOREMBLEM.

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

18. OWNERSHIP OF MATERIAL.

Please refer to Exhibit H.

19. 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 two (2) 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 co1Tectness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's rep01ting requirements to the State and other agencies with respect to Contractor's Subscribed Services hereunder.

Agreement for the Performance of Services/ Acee la, Inc.

Rev. 06/22/17

20. CORRECTION OF SUBSCRIBED SERVICES.

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

21. FAIREMPLOYMENT.

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

22. HOLD HARMLESS/INDEMNIFICATION. PLEASE REFER TO EXHIBIT H.

23. INSURANCE REQUIREMENTS.

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

24. AMENDMENTS.

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

25. 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.

26. 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.

27. 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.

Agreement for the Perfonnance of Services/Acee la, Inc.

Rev. 06/22/17
Page6of9

28. 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: General Counsel
Address: 2633 Camino Ramon
San Ramon, CA94853
or by facsimile at 925-659-3201
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.

29. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or refel1'ed to in resolving questions of interpretation.

30. 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.

31. 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 Pa1iy after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Pa1iy demanding mediation shall request the Superior Comi of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day ( eight (8) hours). The Paities may agree to extend the time allowed for mediation under this Agreement.

Agreement for the Performance of Services/ Acee la, Inc.

Rev. 06/22/17

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 Pmiies 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 comi of law, and not subject to the arbitration provisions of the Public Contracts Code.

32. COMPLIANCE WITHETIDCAL STANDARDS.

Contractor shall:

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

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

33. Afi'FORDABLE 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.

34. CONFLICT OF INTERESTS.

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

Agreement for the Performance ofServices/Accela, Inc.

Rev. 06/22/ I 7