Rev.
0 !Definition of Terms
o City: City of Santa Clara or the City Council of the City of Santa Clara. o City Engineer: City Engineer of the City of Santa Clara. o Conductor: a material suitable for: (1) carrying electric current, usually in the form of a wire, cable or bus bar, or (2) transmitting light in the case of fiber optics. o Dead-End Pole: A utility pole that is at the end of a line of conductors. o Down Guy: A restraining method used to balance out the conductor tension acting on a utility pole, by transferring the tension to an anchor place in the ground. o Guy: a tension member (a solid wire or stranded wires) used to withstand an otherwise unbalanced force on a pole, cross arm, or other overhead line structure. o Primary Conductor: conductors that carry a voltage between 12000 and 44000 volts. o Secondary Conductor: conductors that operate between 100 and 600 volts. o Span guy: A guy wire strung between 2 poles.
o Silicon Valley Power (SVP): The Municipal Electric Utility of the City of Santa Clara. o Transmission: SVP electric system where the nominal system voltage is greater than 44,000V.
o Utility Pole: A wooden, or metal, pole that supports equipment and conductors used for electrical and communication utilities.
o Voltage (or Volts): the highest effective voltage between any two conductors of the circuit concerned
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 3 of 11
OH 0825
Silicon Valley Power
Rev.
0 !Overview
The City of Santa Clara's Electric Depmiment, Silicon Valley Power, (SVP) owns and maintains existing utility poles within the City limits. Other entities may wish to utilize these assets for their own communication networks. In order to maintain consistency, this document has been created with the purpose of setting standard construction and design practices that must be followed when attaching to SVP's assets.
California's Public Utilities Commission's General Order 95 shall be used as the basis for all pole attachment design. If any conflicts arise between this standard and G.O.95, the most stringent standard shall apply.
!Route Design
• Communication entities shall not attach to any pole directly supporting a SVP transmission line.
• When attaching to SVP utility poles, the communication lines may not bypass any pole following the same route as SVP' s pole lines.
• All Communication lines must maintain at least a 1 foot separation from any streetlight or traffic signal.
• Communication lines may not cross property lines, without the proper easements, or access approval from the property owner.
• Communication lines, or their support strands and overhead guys, may not pass over the center of traffic intersections.
• Street Crossings shall be as close to perpendicular to the street as possible.
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 4 of 11
OH 0825
Silicon Valley Power
Rev.
0 I Cable Attachments
• Where no cross arms exist, all cable attachments shall be on the same side of the pole As shown in Figure 1.
• Any lines due to be over-lashed shall be checked for dead, or inactive, lines. Any dead, or inactive, conductors shall be removed.
• Cable replacements must be "delashed - relashed" to remove old cable. • Minimum vertical separation between communication lines on the same pole without a cross arm is 1 foot.
b
C
b
p
p
p
Figure 1: Fiber Placement on Pole
• When a Cross arm is not present Communication lines should be placed in the following order from top to bottom on SVP poles: SVP Fiber, Other Fiber, Coaxial lines, Telco Lines. o Cross arms without SVP fiber present, shall be filled out in the following order:
Bottom Inside, Top Inside, Bottom Outside, and finally Top outside Position, as shown in figure 2. Always place the heavier line as close to the pole as possible When SVP fiber is present it is always placed on the top outside section of the aim.
~
~
Top Inside
Po~on
Top Outside
Position
0 I
u. u
Bottom Inside Bottom Outside
Position Position
Figure 2: Location References on
Cross Arms
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 5 of 11
OH 0825
Silicon Valley Power
Rev.
0 o When cross arms are used separation requirements from secondary lines increase to 54 inches instead of the normal 48" that is allowed with a guard arm. o Communication arms shall not be used for dead end construction. o When a cross arm leads directly to dead end construction, more than three lines may be directly attached to the pole. The cross arm positions should transfer as shown in figure 3 with no contact between the lines:
~
©
('i)
I
®
)> @
©
.....__--..
Figure 3: Cross Arm to Dead End Transition
By: Joseph Bruzzone, Skip Baydo Third Party Pole Contact Standard
Drawn By: Joseph Bruzzone, Skip Baydo
Approved: SHEET 6 of 11 05/26/2016
Silicon Valley Power
OH 0825
Rev.
0 !Span Guys
• An Anchor must always be placed where guying is required at dead ends. Overhead guys may be used to transfer the tension from an area where an anchor may not be set to an area where setting an anchor is possible or to allow two spans to balance their loads out where joining the conductors or fiber is impractical. However, it is not permissible to use overhead guys in place of an anchor by using poles to balance the load out.
Figure 4: Example of Prohibited Span Guy Construction
'------IFigure 5: Examples of Approved Span Guy Construction By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 7 of 11
OH 0825
Silicon Valley Power
Pa!:!e 37 of 66
Rev.
0 !Down Guys/ Anchors
• Anchors to be placed in the City Right of way, will require an encroachment permit be issued by the Public Works Department
• Clearances between applicants' anchors and other SVP anchors, or SVP underground facilities, is governed by SVP Standard document UG 1250 • Down Guys must fit within the existing anchor eye attached to the anchor. (1 eye, 2 eye etc.)
• All Attachers are required to have their own down guy, SVP anchors may be attached to as part of the construction permit. However, Attacher must obtain permission to attach to any other 3rd party's anchors.
• A max of three down guys may be attached to an anchor, provided that the load is not greater than the rating of the anchor.
• When an anchor is installed, a minimum l" diameter, 8' long anchor rod must be used. • All Anchors must be installed according to the manufacturer's specifications. • Insulators and guy guards are required on all down guys. • Down guys may only be joined together below the insulators. • Any pole that has a pull on pole of 5' or greater (5 degree angle) shall require an anchor. • All anchors are to be viewed and approved by an SVP inspector prior to installation.
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 8 of 11
OH 0825
Silicon Valley Power
Rev.
0 !Risers
• Risers should be placed within as close proximity to each other as possible • Risers must be placed within the same 180 degree radius.
I Equipment
Figure 6: Example of Riser
Placement Locations
• Equipment must be mounted with its lowest point at least 8 feet above ground. • No electric revenue meters and service disconnects may be mounted on SVP Poles. • No cellular antennas may be mounted on SVP wooden Utility Poles. • Equipment shall have at least 2 attachment points.
• Equipment must maintain a clearance of at least 1 foot from communication lines and 6 feet from secondary power conductors.
• Equipment shall be no bigger than 4'x 4'x 1' and 100 lbs. Any equipment that exceeds this size shall require a variance.
Equipment not allowed on SVP Assets
• Eyebolts
• Spacer blocks
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 9 of 11
OH 0825
Silicon Valley Power
Rev.
0 ISignage
• Any equipment emitting a RF frequency must have signage posted as required by SVP standard SD 1275 "RF Unit Clearances"
• Radios that are attached to a communication support line shall be labeled on the unit itself and on the nearest pole using the methodology laid out in SD 1275. • Any Equipment that has an independent backup power source, such as batteries, shall have a warning sign posted, with a 24 hour contact number that a worker may call to make the item safe.
• All equipment shall be equipped with a visible indicator, such as an indicator light that indicates if equipment is energized, or not energized.
• All conductors and equipment shall be clearly labeled as to the owner. • Non-SVP owned Poles must be labeled according to SVP Standard OH 1615 " Outside Agency Utility Pole Labeling"
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 10 of 11
OH 0825
Silicon Valley Power
P::u!e 40 of 66
Rev.
0 I Cross Arms
• Any pole that has 4 or more communication lines shall require a cross arm be installed.
Cross arms can be acquired from SVP at no charge. SVP will provide cross arms, braces, and pole gains. Ownership responsibilities of the cross arms assembly will rest with SVP • Double cross arms are required at the following locations:
o Spans longer than 250'.
o Major street and high way crossings.
o Comer poles that require a down guy,
• The only cross arms allowed on SVP poles are those provided by SVP • Braces shall be installed in the downward position, as shown in Figure 7.
Figure 7: Proper Brace Placement on a Cross Arm
!Variance
A variance to these conditions may be granted by the SVP Engineer or SVP Inspector assigned to a particular Job. There is no Guarantee that a variance will be granted.
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 11 of 11
OH 0825
Silicon Valley Power
Rev.
0 DAAWN BY:
0 (.u
ITEM
1 2
3 4
5 6
7 8
AppendixA2
ASSOC. UNITS F40 - F42
(8)
10' MIN,
1YPICAL ·.DOWN ·GUY & ANCHOR
ASSOC. UNIT F40 & F41-. ---
USE EXISTING ANCHOR
IF AVAILABLE
TYPICAL SIDEWALK GUY
A~SOC. UNIT F42
AUXILIARY EYE
ASSOC. UNIT -
F40
EXISTING
ANCHOR
MATERIAL LIST:
Q1Y DESCRIPTION
AS 1 / 4'' GALVANIZED STRAND 7 STRAND EXTRA HIGH STRENGTH (EHS)
REQUIRED
2 PRE-FORMED GUY-GRIP CAT. # GDE-1104 OR EQUIVALENT.
1 GUY GUARD FULL ROUND 81 LENGTH
1 SET SIDEWALK GUY ARM FITTINGS
1 GALV. .STEEL PIPE LENGTH & . SIZE AS REQUIRED
1 ANCHOR, SCREW, TWIN HELIX,- 8", 8000 FT. LB. WITH 1 1 /2" SQUARE HUB. • DIXIE CAT. # D-284-8 WITH 3/4" X 7' DIAMETER ANCHOR ROD AND lWINEYE EYE- NUT, DIXIE CAT. IJ D-7-5-D OR APPROVED EQUAL.
ANCHOR NOT REQUIRED FOR LOCATIONS WITH EXISTING ANCHOR ROD.
As reauired AUXILIARY EYE SIZED TO EXISTING ANCHOR
INSULATOR
TYPICAL· GUY AN·CHOR ASSEMBLIES
NOT .TO SCALE;
c3; ____________________________ --r---~-----,,--___;,-----1 ~~ 1111.Ef • R£V. D.A.Tf: :
Jilicon_·:~:
N~lley:-.
ni\TI~e,.,,.: r-v .,.I ;.L~ !-'•
-TYPICA_L ... GUY·
A;NCHOR. ASSEMBLIES
tHIG. NO. •
SHT, •.
DIR.
E}lG,
Of'
F40 - F42
HANDHOLE - NOT PART
OF THIS UNIT
Tm.£:~ .
n·~.,s,
· 1.1 ... a,uey:· ; .. ower:: .. • • Cff'(.Of'.IWff'A'CUAl.;.,\, .
OOAVIH -BY: :- PEI·····
1 - JACKMOON OR::----___
EQUAL SIMPLEX. DUCT --------- PLUG
ASSOC. UNIT F47
~ CONDUIT
. ~ SUPPORTS OR
1 - 4" GIP RUN TO ---------=~~ STRAPS
WITHIN 30" OF DEADEND ~
1 - 4" GIP TO
PVC COUPLER
--··2-' MINIMUM
FJBER OPTIC RISER.
NOT TO SCALE,
FIBER· OPT1·c RISER
TERMINAL RELIABLE #
F604975 OR EQUAL
LOCATE WIRE # 10
AWG INSULATED
1-4" PVC
36" RAO.,
90' BEND 1
REV. ~re····
DWG.rl,1().-···
· OF
DIR. •
. • EHG ...
F47 _:.
/
1 l j.
STORAGE RACk
MOUNTING BRACKETS
ARMOR RODS
ASSOC. UNIT F48 - F49
- ,
• tl-. ,l;lt .,,
SINGLE CAB~
STORAGE RAt~ \
TH SIDES OF POLE)
-----
CABLE PROTECTION
BRACK-ET
FIBER: ·oprrc I SLACK STORAGE / STRAND· OR ·::-cABEE_-MOUNT[D NOT TO , SCf.'iLE
llll.£:,;_
n~--
a
,; 11.. ,f:sv.•
"-·we1:~: .. C:tTYO,-~Ci.tAM"'-' ·'
' ~ .B'(: '
FI-BE.R - OPTIC SLACK
STORAGE .. / STRA_ND -
o·R:··.- CAB-LE .. ·Mo-UNTED
SHT:· ..
DIR. 'l
00. F48 - F49
OF
!.
! .
TYPICAL 2
PLACES
~ B'f:'
u
PART NO. QUANTITY
0 2
0 2
0 4
0 2
® PS REQ'D
0 -. 1
0 © 2
ASSOC. UNIT FSO - FSI
DESCRIPTION
BOLT,. MACHINE, 5/8" X 12H
NUT, HEX, 5/8"
n
u
WASHER, SQUARE, CURVED, 3"X3"X1/4"X11/16" HOLE
LOCKNUT, MF, 5/8" DIAMETER
. . 1/4" (EHS) GUY STRAND
DEAD END, GUY GRIP, PREFORMED 6M
DEAD Et:,ID, AUTOMATIC, '6M, SHORT BAIL
THIMBLE EYE NUT, 5/8"
TYP-ICAL•, ... 6M. MESSENGER ASSEMBLY·
NOT ·ro SCALE
•• REV. DATE: .. • 03/05/04 SHT • •
, OF·:"
OWG. 00.
DIR. ..
ENG.
FSO - FSI
I
l
:
. :
~UY ATfACHMENT
FOR B!SECTOR GUY
CnYat~ACUI\IL.•
ORAWN •B'f:
PEI
ASSOC·. UNJT . F.52 ·_ F53. : • • :
SECTION A-A
-MATERlAL LIST ..
ITEM _NO. OL!ANTJTY DESQRIPTlON
1 1 F!BERUGN DiELECTRIC SUPPORT
2 1 • OVAi:.. EYE BOLT, 5/8", GALVANIZED STEEL,
WITH SQUARE NUT, LENGTH AS REQUIRED
3 1 SQUARE :WASHER(3" PlAT
4 .1 LOCKNUT, 5/8"
D-0UBLE DEADEND POLE' DETAtL 40~ TO 5·0· • USE ,FOR ·LINE· -ANGl:£S OF 40' TO 60' • • NOT·TO SCAl;.E, . • F52 - F53
..... - - • Page 46 of 66-- .-
ASSOC. UNIT F52 - F53
• /FIBER CABCE
DOWN GUY
SECTION A-A
MATERIAL LIST
ITEM NO. QUANTITY DESCRIPTION
. 1 . , FIBERLIGN DIELECTRIC SUPPORT
'
• . ...
2 1 OVAL EYE' SOLT, 5/8", .GALVANIZED .STEEL.
wIrn SQUARE NUT, l;-ENGTH /;S .REQUIRED.
3· 1 ._EYE: •• ANGLE THIMBLEYE, POR 5/8" BOLT,
· .. CliAt:IG~ #,Ol.QO,. ~OSLYN #J65'00; OR
APPROVED .EQUAL •
4 1 SQUARE WASHER, 3" FLAT
5 .. 1 . LOCKNUT, 5/8" •
60--90- DOUBLE DEAD-END
USE FQR LINE ANGLES GREATER--n-LA.N 6CT
NOT TO SCALE· .
. ~.,.._, • lffi£:' 60° ro· 90° ··bOUBLE
D[AD·-END
. n:
.~Rey·
·wer:·~~-• .
,I\M(TA. C, .MA -, .
PEI
..
SKT. '
_ .. OF -
DIR.
ENG.
F52 - F53
1ll1.£!
n=:.: ...
-~lief·
ower: CfN 0, &AHTM,.MA ·,,
DRAWH Erl'.:
PEI
ASSOC. UNIT "F59 - F60
FIBERLIGN
/ DIELECTRIC SUPPORT
1 /2" THRU BOLT
WITH NUT AND
LOCK NUT
BRACE - CROSS ARM
2B"LG.x1 1/4"x1/4"
WITH 7 /16" AND 9/16"
DIA HOLES HOT DIP PED
GALV. STEEL.
MATERIAL· LIST
QUANTITY DESCRIPTION
MACHINE BOLT, 5/8", GALVANIZED STEEL,
WITH SQUARE NUT, LENGTH PS REQUIRED
SQUARE WASHER, 3" FLAT
1 • •• LOCKNUT, 5/B"
TYPICAL· ALLEY ARM MOUNTING
I NOT TO 'SCALE •
TYPICAL ALLEY
ARM MOUNTING
REV. DATE: -'
[H{G.·-NO.
SHT ••
OlR.
ENG.
OF·
F59 ---F60
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
1.2 The City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RATES
2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Table B1 (Labor Rates), Table B2 (Daily Crew Rates), and Table B3 (Equipment Rates) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rates) are fully burdened and will remain fixed for the first two (2) years of the Agreement.
2.3 Rate Increase. After the initial two (2) years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.
2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Agreement with Rising Edge Technologies (California), LLC Page 49 of 66 Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.
2. The cost of photographing, printing, reproducing No Markup and/or copying any documents or materials.
3. Charges for outside parts and services (including Not to exceed 10% subcontractor fees, parts, equipment, rental
equipment, materials, and facilities not furnished
directly by Contractor).
4. Other reimbursable expenses with prior written No Markup approval from the City.
5. Except for the vehicles listed in Appendix B 1 and No Markup rental cars, Contractor may invoice allowable mileage
at the prevailing IRS rate per mile. (Rental cars are
reimbursed at actual cost only. No mileage is
applicable to rental cars or to the vehicles listed in
Table B-3).
6. Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
htt12s://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials. For Services authorized to be paid on a time and material basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month, pursuant to the rates listed in Table B1 (Labor Rates), Table B2 (Daily Crew Rates), and Table B3 (Equipment Rates) in Appendix B1 and in accordance with the Work Authorization. The invoice must include the following information:
3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.
3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.
3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 are charged. Additionally, invoices shall include Agreement with Rising Edge Technologies (California), LLC Page 50 of 66 sufficient detail to allow for accurate comparison with certified payroll submittals.
3.2 Fixed Price. For Services authorized to be paid on a fixed price or lump sum basis, Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.
3.2.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.
3.2.3 Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.
3.2.4 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.
3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of prepayment prior to Contractor beginning the Services.
3.4 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.
3.7 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.
3.8 Confidential. Invoices are not confidential even if marked confidential when submitted.
Agreement with Rising Edge Technologies (California), LLC Page 51 of 66 SECTION 1. RA TES
APPENDIX 81 TO EXHIBIT B
RATES
Contractor shall charge, and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the Services are listed below in Tables 81 through 83.
In cases where Services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Tables 81 through 83. must be authorized in accordance with Section 2.3 of Exhibit 8. Rate changes are not permitted as part of a Work Authorization process.
TABLE 81 - LABOR RATES
Overtime and
Straight Time Double Time
Labor Classifications Daily Rates Hourly Rate Hourly Rate Equipment Operator $880.00 $110.00 $195.00
Truck Driver $880.00 $110.00 $195.00
Mechanic $872.00 $109.00 $193.00
Laborer $720.00 $90.00 $155.00
Flagger $720.00 $90.00 $155.00
Foreman $1,208.00 $151.00 $273.00
Journeyman Lineman $1,112.00 $139.00 $251.00
Apprentice Lineman $872.00 $109.00 $193.00
General Foreman $1,304.00 $163.00 $296.00
Fabricator Tech $808.00 $101.00 $181.00
Fabricator Tech Trainee $760.00 $95.00 $169.00
Welder $1,096.00 $137.00 $250.00
TABLE B2 - DAILY CREW RATES
Overtime and Double
Crew Daily Crew Rate Time Hourly Rate
2-Person Crew for Substructure $5,452.00 $550.00
Services
4-Person Crew for Substructure $8,720.00 $800.00
Services
3-Person Crew for Aerial $5,656.00 $1,100.00
Services
Agreement with Rising Edge Technologies (California), LLC Page 52 of 66 TABLE 83 - EQUIPMENT RATES
Equipment Daily Rates Hourly Rates
Trencher - Ride-On 42 horsepower $474.00 $47.00
(HP) minimum
Backhoe - 70 HP minimum $515.00 $51.00
Loader - 39 HP minimum $468.00 $47.00
Truck - Utility with Tools $259.00 $26.00
Truck - 6 Wheel Dump $225.00 $23.00
Truck - 10 Wheel Dump $225.00 $23.00
Truck - 1 Ton Pickup $296.00 $30.00
Truck - Boom, (T-40C or equivalent) $686.00 $69.00
with Tools - 45-foot reach minimum
Truck - Bucket with 28-foot reach $619.00 $62.00
minimum
Truck - Digger Derrick with Tools $567.00 $57.00
Trailer - 500 Gallon Water Trailer $150.00 $15.00
Truck or Trailer - 800 Gallon Vacuum $650.00 $65.00
Trailer - Pole and Pipe $134.00 $13.00
Trailer - Reel (all sizes) $134.00 $13.00
Tractor & Low Boy $780.00 $78.00
Vibrating Tamper - 100 lb. $40.00 $4.00
Vibratory Roller - 32" Smooth $305.00 $31.00
Hammer, Hydro $100.00 $10.00
Air Compressor $365.00 $36.00
Hydro Vac, 10 to 13 yards $650.00 $65.00
Rodder $50.00 $5.00
Compactor - 18" Diesel Plate $237.00 $24.00
Mini Excavator 20 HP Minimum $282.00 $28.00
Arrow Board $125.00 $13.00
Set of Barricades Emergency/Warning $225.00 $23.00
Flasher (each)
Manhole Package (manhole guard, $125.00 $13.00
Blower w/ hose, pump, gas tester)
Parts
Parts manufactured by Contractor shall be at price authorized in the Work Authorization. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus a 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section 2.4 of Exhibit B.
SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Tables B1through B3:
Agreement with Rising Edge Technologies (California), LLC Page 53 of 66
2.1 "Daily Rate"
2.1.1 For Labor: Daily Rate applies to the first eight (8) hours worked each day Monday through Friday. Hours worked in excess of eight (8) hours each day from Monday through Friday will be billed at the overtime and double time hourly rates as defined below.
2.1.2 For Equipment: Daily Rate applies to a full calendar day.
2.2 "Straight Time" means the first eight (8) hours worked each day Monday through Friday, excluding U.S. Federal Holidays.
2.3 "Overtime" means the:
2.3.1 hours worked in excess of eight (8) hours each day, from Monday through Friday; or
2.3.2 first eight (8) hours worked on Saturdays.
2.4 "Double Time" means the:
2.4.1 hours worked in excess of twelve (12) hours per day Monday through Friday; or
2.4.2 hours worked in excess of eight (8) hours on Saturdays; or
2.4.3 hours worked during U.S. Federal Holidays; or
2.4.4 hours worked on Sundays.
2.5 "On-Site Minimum Hours":
2.5.1 Four (4) hours minimum for classifications in Table B1.
SECTION 3. CREW DAILY RATE REQUIREMENTS
3.1 "Crew Daily Rates" includes:
3.1.1 Labor and equipment listed in this Section;
3.1.2 Eight (8) hours of straight-time labor rates, equipment, tools, vehicles, fuel, maintenance, power, connections, and consumables needed to perform the Services; and
3.1.3 All vehicles and equipment are to be operated by a skilled and trained representative of the Contractor.
Agreement with Rising Edge Technologies (California), LLC Page 54 of 66
3.1.4 The City will supply substructure and aerial materials (e.g., conduit, boxes, and fiber-optic cables).
3.2 "Two (2)-Person Crew for Substructure Services" includes:
3.2.1 Labor: a) One (1) Foreman with Utility Truck (Underground); and b) One ( 1) Laborer; and
3.2.2 Equipment: a) One (1) utility truck with air compressor and tools; b) One (1) mini excavator 20 HP minimum; c) One (1) loader 39 HP minimum; d) One (1) small reel trailer; e) Concrete and asphalt tools; f) One (1) vibrating tamper - 100 lb.; g) One (1) set of barricades; h) One (1) dump trailer; and i) One (1) compactor - 18" diesel plate.
3.3 "Four (4)-Person Crew for Substructure Services" includes:
3.3.1 Labor: a) One (1) Foreman with Utility Truck (Underground); b) One (1) Laborer; c) One (1) Equipment Operator; and d) One (1) Truck Driver; and
3.3.2 Equipment: a) One (1) utility truck with air compressor and tools; b) One (1) mini excavator 20 HP minimum; c) One (1) loader 39 HP minimum; d) One (1) small reel trailer; e) Concrete and asphalt tools; f) One (1) vibrating tamper-100 lb.; g) One (1) set of barricades; h) One (1) dump trailer; i) One (1) compactor - 18" diesel plate; j) One (1) ton pickup truck; k) One (1) 6 wheel dump truck; I) One (1) pipe trailer; m) One (1) 32" vibratory roller; and m) One (1) arrow board.
3.4 "Three (3)-Person Crew for Aerial Services" includes:
3.4.1 Labor: a) One (1) Foreman; b) One (1) Journeyman lineman; and c) One (1) Apprentice Lineman; and
3.4.2 Equipment: a) One (1) aerial truck with tools with a 28-foot reach minimum; b) One (1) ton pickup truck; and c) One (1) small reel trailer.
Agreement with Rising Edge Technologies (California), LLC Page 55 of 66
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements throughout the Term:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Rising Edge Technologies (California), LLC Page 56 of 66 C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accidenUBodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY INSURANCE
If Contractor's scope of services includes design, including engineered plans or technical specifications, Contractor shall maintain professional liability insurance appropriate to the Contractor's profession, with limits no less than $2,000,000 per claim and aggregate. Any policy inception date, continuity date, and/or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage for a period no less than three (3) years after completion of the services provided under this Agreement, including Work Authorizations.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Rising Edge Technologies (California), LLC Page 57 of 66 insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Rising Edge Technologies (California), LLC Page 58 of 66 complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Electric Department
P.O. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Rising Edge Technologies (California), LLC Page 59 of 66
EXHIBIT D
LABOR COMPLIANCE EXHIBIT
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
A. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 177 4-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional Agreement with Rising Edge Technologies (California), LLC Page 60 of 66 documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
8. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any Agreement with Rising Edge Technologies (California), LLC Page 61 of 66 time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.
4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with Rising Edge Technologies (California), LLC Page 62 of 66
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Rising Edge Technologies (California), LLC ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:
Expiration Date of Agreement:
Contractor's Project Manager: Name: Email:
City's Project Manager Name: Email:
Period of Performance for this Start Date: Expected Completion Date:
Work Authorization:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operatinq Officer, Chief Electric Utility Officer
Agreement with Rising Edge Technologies (California), LLC Page 63 of 66 PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
□ No
D If yes, provide a brief description of the change(s).
2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.
Agreement with Rising Edge Technologies (California), LLC Page 64 of 66
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:
D No expenses are reimbursable.
D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
D Monthly D Completion of Deliverable/Milestone D Completion of Services
d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.
4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.
D Liquidated Damages apply as follows:
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ________ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars($ ____ __, per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.
Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.
Agreement with Rising Edge Technologies (California), LLC Page 65 of 66 Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required.
Agreement with Rising Edge Technologies (California), LLC Page 66 of 66 EBIX Insurance No. S200004880
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
WEST VALLEY CONSTRUCTION COMPANY, INC.
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and West Valley Construction Company, Inc., a California Corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. City desires to secure the services of Contractor to provide as-needed maintenance and repair services for electric utility substructure and aerial fiber optic cable ("Services") more fully described in this Agreement, in Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services and goods of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Exhibit
Agreement with West Valley Construction Company, Inc Page 1 of 67 Exhibit E - Sample Work Authorization Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2024 and terminate on June 30, 2029 ("Initial Term").
B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional year through June 30, 2030 ("Option Period") as determined by City. Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Period shall collectively be referred to as "Term".
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions applicable to this Agreement.
Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Agreement with West Valley Construction Company, Inc Page 2 of 67 services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and Fifty Thousand Dollars ($250,000), 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 including any taxes. All Services performed or supplies, materials and equipment 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.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
Agreement with West Valley Construction Company, Inc Page 3 of 67
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work outside the scope of the Services, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded Agreement with West Valley Construction Company, Inc Page 4 of 67 shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations 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.
15. INSURANCE REQUIREMENTS
During the Term, 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 as set forth in Exhibit C.
Agreement with West Valley Construction Company, Inc Page 5 of67
16. 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. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed 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.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
and [email protected]
And to Contractor addressed as follows:
West Valley Construction Company, Inc.
603 Campbell Technology Pkwy
Campbell, CA 95008
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards
(http:/ /sa ntacla raca. gov /home/showdocu me nt?id =582 99).
Agreement with West Valley Construction Company, Inc Page 6 of 67
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to Services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
Agreement with West Valley Construction Company, Inc Page 7 of 67
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws. [SIGNATURES ON NEXT PAGE]
Agreement with West Valley Construction Company, Inc Page 8 of 67 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
City Attorney
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated : J/-z. l,/-if
2~
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771
WEST VALLEY CONSTRUCTION COMPANY, INC.
a California Corporation
Dated: July 23, 2024
(s 111 -~,(~-
By ignature): '7f'Lv'I, - - - - - ------- ------ Name: M. Jonathan Robb, Jr.
Title: Assistant Vice President
Principal Place of 603 Campbell Technology Parkway
Business Address: Campbell, CA 95008
Email Address: [email protected]
Telephone: (408) 371-5510
"CONTRACTOR"
Agreement with West Valley Construction Company, Inc Page 9 of67
TABLE OF CONTENTS
EXHIBIT A
SCOPE OF SERVICES
SECTION 1. GENERAL ........................................................................................... 11 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 15 SECTION 4. REPORTS ........................................................................................... 15 SECTION 5. COMPLETION OF SERVICES ........................................................... 16 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 16 SECTION 7. SCHEDULING AND PLANNING ......................................................... 17 SECTION 8. WORK AUTHORIZATION PROCESS ................................................ 17 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 22 SECTION 10. WORKMANSHIP ................................................................................. 22 SECTION 11. PERMITS AND LICENSES ................................................................. 23 SECTION 12. WARRANTY ....................................................................................... 23 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 23 SECTION 14. WORKAREA ...................................................................................... 23 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 24 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 24 SECTION 17. SAFETY .............................................................................................. 25 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 25 SECTION 19. CONTRACTOR PERSONNEL ............................................................ 26 SECTION 20. E-BUILDER ......................................................................................... 27 SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT ............................... 29 Agreement with West Valley Construction Company, Inc Page 10 of 67 SECTION 1. GENERAL
1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed maintenance and repair services for electric utility substructure and aerial fiber optic cable ("Services") for Silicon Valley Power ("SVP"), the Electric Utility of the City of Santa Clara ("City" or "SVP").
1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations from these specifications must be approved in writing by City.
1.3 Contractor shall perform the Services in accordance with applicable rules and standards including but not limited to:
1.3.1 California Public Utility Commission (CPUC) General Orders 95, 128, 165 or equivalent.
1.3.2 Rules and Regulations adopted by the Santa Clara City Council listed on the website (https://www.siliconvalleypower.com/svp-and-community/rulesand-regulations) as they may be amended from time to time, including but not limited to:
1.3.2.1 Fiber Optic (FO) 1900 - Fiber Optic Underground
1.3.2.2 FO 1901 - Fiber Optic Splicing and Testing Methods
1.3.2.3 Underground (UG) 0340 - Conduit Spacers
1.3.2.4 UG 0345 - Trench Backfill Requirements
1.3.2.5 UG 0349 - 8' x 10' Primary Manhole Full Traffic Installations
1.3.2.6 UG 0350 - 8' x 14' Primary Manhole Full Traffic Installations
1.3.2.7 UG 1000 - Installation of Underground Substructure by Developers
1.3.2.8 UG 1250 - Encroachment Permit Clearances from Electric Facilities
1.3.2.9 SD 1235 - Tree Planting Requirements near Underground Electric Facilities
1.3.3 Third Party Pole Contract Requirements (Appendix A1) as it may be amended from time to time.
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1.3.4 Fiber Optic Aerial Drawing (Appendix A2) as it may be amended from time to time.
1.4 Contractor will primarily perform Services within the City of Santa Clara limits.
1.5 To the extent not inconsistent with this Agreement, the City's RFP 23-24-34 (including subsequent updates) and Contractor's proposal response dated January 31, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and the RFP 23-24-34 or Contractor's proposal, the Agreement (including its Exhibits) shall govern.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Electric Utility Substructure Maintenance and Repair Services - Contractor shall:
2.1.1 Provide maintenance and repair services to assess, repair, and restore functionality to electric utility substructures. These repair services include but are not limited to:
2.1.1.1 Discovery work to ascertain the nature and extent of damage to, or failure of, electric utility substructures.
2.1.1.2 Removal, replacement and installation of electric utility substructures to restore service, including, but not limited to:
2.1.1.2.1 Manholes and manholes rings
2.1.1.2.2 Vaults, splice boxes, and pull boxes
2.1.1.2.3 Transformer pads, and switch pads
2.1.1.2.4 Primary and secondary conduit, including streetlight conduit and streetlight foundations
2.1.1.2.5 Pole barriers (guards), also known as bollards
2.1.1.2.6 Low voltage boxes and lids
2.1.1.2.7 Streetlight boxes - various sizes
2.1.1.2.8 Vault lids and vaults - various sizes
2.1.1.2.9 Retaining walls
2.1.1.2.10 Low voltage box tops and extensions
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2.1.1.3 Replacement and repair of underground trenching and infrastructure, including, but not limited to:
2.1.1.3.1 Rodding and roping conduit
2.1.1.3.2 Verification of conduit size, conduit fill, and existing fiber box locations
2.1.1.3.3 Proofing conduit for access
2.1.1.3.4 Rerouting conduit
2.1.1.4 Provide installation, replacement, and repair services on all electric utility substructures equipment, including, but not limited to:
2.1.1.4.1 Fiber, fiber cables, and conduit connections
2.1.1.4.2 Transformer pads
2.1.1.4.3 Remote switch pads
2.1.1.4.4 lnnerduct placement
2.1.1.4.5 Placement of chambered maxcell or equivalent with trace wire
2.1.1.4.6 Junction boxes
2.1.1.4.7 Manholes and manhole covers
2.1.1.4.8 Pole barriers
2.1.1.5 Provide concrete and asphalt repairs, including, but not limited to:
2.1.1.5.1 Removal and restoration of concrete (e.g.,
sidewalks)
2.1.1.5.2 Surface, face preparation, and forming
2.1.1.5.3 Concrete apron pouring
2.1.1.5.4 Concrete dowel and replacement
2.1.1.5.5 New sidewalk placement
2.1.1.6 Provide miscellaneous repair services.
2.2 Aerial Fiber Optic Cable Maintenance and Repairs Services Agreement with West Valley Construction Company, Inc Page 13 of67 Contractor shall provide maintenance and repair services for aerial fiber optic infrastructure and fiber optic cable, including, but not limited to:
2.2.1 Repair and replacement of fiber cable, including traditional and air-blown fiber cables and conduits.
2.2.2 Repair or replacement of wye-casting, intercepting conduits, electric metallic tubing (EMT) for indoor communication conduits, fiber cases and fiber splicing.
2.2.3 Repair and replacement of splice boxes, fiber optic risers, fiber splicing, fiber cases, aerial cables, and strand wreck out.
2.2.4 Repair and replacement of stub poles, pole ground (including ground rods, anchors, pole risers and support strands).
2.2.5 Installation and removal of aerial squirrel guards.
2.2.6 Removal and replacement of non-working cables from fiber cable plant.
2.2.7 Miscellaneous aerial fiber optic cable maintenance and repair services.
2.3 Additional Services
2.3.1 Provide engineering design services (e.g., traffic plans).
2.3.2 Provide wood and metal pole attachment services for electrical utility substructures and aerial fiber equipment.
2.4 Emergency Services
2.4.1 Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.
2.4.2 In the event of an emergency, Contractor must respond within two (2) hours of the City's notification via phone or email.
2.4.3 Upon receiving notification from the City, Contractor must have personnel and equipment on-site within four (4) hours for troubleshooting and within eight (8) hours to implement a temporary solution.
2.4.4 Contractor shall resolve the emergency within seven (7) business days.
If for any reason Contractor cannot meet this timeframe, Contractor shall submit a detailed plan and schedule to the City outlining when the emergency will be resolved.
Agreement with West Valley Construction Company, Inc Page 14 of 67 SECTION 3. SPECIFIC REQUIREMENTS
3.1 Contractor is responsible for pumping out the water or effluent from any flooded underground substructure vault that prevents the complete or partial execution of services. Upon pumping out any water or effluent, Contractor must ensure proper disposal in accordance with all applicable local, state and federal regulations.
3.2 Contractor shall provide the following services as required for the performance of the Services:
3.2.1 Logistical planning
3.2.2 Scheduling services
3.2.3 Supervision and administrative support
3.2.4 Program and project management services
3.2.5 Subcontractor management
3.2.6 On-site shoring services
3.2.7 On-site atmospheric testing of vaults, spaces, or similar
3.2.8 On-site confined space rescue team with a minimum crew size of two (2) people
3.2.9 Traffic control services
3.2.10 Professional services such as soil testing and geotechnical assessments
3.2.11 On-site miscellaneous services, including portable restroom facilities, rental equipment such as light standards, generators, and fueling services
3.2.12 Expedited procurement and transportation of materials, parts, and equipment upon request by the City.
SECTION 4. REPORTS
4.1 Service Reports
4.1.1 Within seven (7) business days after final acceptance by the City of Services associated with each Work Authorization (as defined in Section 8), Contractor shall provide a service report to the City which shall include the following:
4.1.1.1 Type of service, such as preventative maintenance, inspection, or repair services;
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4.1.1.2 Summary of existing conditions;
4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective actions;
4.1.1.4 Description of service/repairs performed;
4.1.1.5 Summary list of spare parts and materials inventory, including serial numbers of all parts removed and installed;
4.1.1.6 Other information requested by the City.
4.2 Status Reports
4.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.
4.2.2 Depending on work activity associated with the Services, status updates may be required daily, weekly, or monthly at the direction of City.
4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.
SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner to ensure the site, equipment, and/or system are operational as quickly as possible, as provided in the applicable Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order as defined in Section 8.
SECTION 6. HOURS AND DAYS OF SERVICE
6.1 Workdays. Standard working hours are between 7:00 AM to 7:00 PM PST/PDT, Monday through Friday, excluding holidays. City may permit access during non-business hours when required and is open to alternative work schedules. Work may extend beyond standard working hours due to factors such as scheduled/unscheduled power outages, and traffic control constraints.
Contractor must provide written notification to the City in advance if Services are scheduled outside standard working hours/days.
6.2 Work Shift. Regular work shifts are eight hours, coordinated with the City.
Permits and other constraints may dictate the times and hours for a work shift to begin and end.
6.3 Non-Business Hours. If conditions at the job site require, Services may extend beyond regular business hours or work shifts. Contractor shall coordinate with Agreement with West Valley Construction Company, Inc Page 16 of 67 the City and obtain written approval (email acceptable) for Services scheduled during non-business hours.
SECTION 7. SCHEDULING AND PLANNING
7.1 Contractor shall plan, staff and execute scheduled maintenance and inspection services with 30 days' advance notice as requested by the City. Contractor and City shall mutually agree on scheduling outages associated for preventative maintenance services.
7.2 For critical equipment, Contractor may need to work shifts longer than twelve (12) hours per day or alternative shifts, including night shifts.
7.3 Contractor must be available to provide emergency services as outlined in Section
2.4. SECTION 8. WORK AUTHORIZATION PROCESS
8.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.
8.2 Non-Emergency Work
8.2.1 When Services are required, City will notify one or more contractors under contract for as-needed maintenance and repair services for electric utility substructures and aerial fiber optic cable to provide a proposal for Services.
City will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).
8.2.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
8.2.2.1 A work plan that includes a detailed description by task of the services to be performed.
8.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
8.2.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.
8.2.2.4 Any required drawings or documents.
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8.2.2.5 A list of City responsibilities.
8.2.2.6 A final acceptance criteria.
8.2.2.7 An itemized cost proposal showing:
8.2.2.7.1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if
applicable. Indicate labor subject to prevailing wage
requirements.
8.2.2. 7 .2 Parts/materials.
8.2.2.7.3 Rental and/or specialty equipment.
8.2.2.7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.
8.2.2.7.5 Any additional costs such as, but not limited to freight, permits, and fees.
8.2.2.7.6 Breakdown of materials and labor sufficient to calculate all required taxes.
8.2.2.7.7 Estimated total cost including any required taxes.
8.2.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
8.2.2.9 Costs for any additional equipment, parts, or services required for completion of Services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no additional cost to the City.
8.2.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.
8.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.2.2, the City and Contractor may negotiate whether the cost for the Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (timeand-materials) for completion of the services.
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8.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.
Contractor's final cost proposal shall be in conformance with Exhibit B and:
8.2.2.12.1 Include a clear breakdown of materials and labor indicating taxable and non-taxable items, along with
an estimate of required taxes.
8.2.2.12.2 Include separation of materials subject to tax so that payment for such materials and the associated taxes
occur in a single payment.
8.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.
8.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.
8.2.3 Work Authorization:
8.2.3.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum
compensation in Section 6 of the Agreement (when combined with all previously authorized Services), the City may authorize services as set forth in this Section.
8.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
8.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.
8.2.3.4 Each Work Authorization shall have a Purchase Order attached to it. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each Work Authorization, except in those situations set forth in Section 8.2.3.5 below.
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8.2.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing services and the Purchase Order will serve as the Work Authorization.
8.2.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization.
8.2.4 Changes to Work Authorization:
8.2.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in a Work Authorization or Purchase Order.
Contractor shall provide the reason for the change specific to each Work Authorization or Purchase Order.
8.2.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.
8.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Work Authorization or Purchase Order or changes to line items in a Work Authorization or Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services. The City will issue a new or amended Work Authorization (if required
pursuant to Section 8.2.3.2) or Purchase Order (as applicable) to authorize such additional services.
8.2.4.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.
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8.3 Emergency Work Orders
8.3.1 An emergency work order (Emergency Work Order) should be used only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.
8.3.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
8.3.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with Section 8.2 and shall also include all services required including those services already completed or initiated. The City will issue a Work Authorization (if required pursuant to Section 8.2.3.2) and a Purchase Order as soon as reasonably practicable.
8.4 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order- even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable.
8.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.3 and
8.2.4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.
8.6 If Contractor begins services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.
8.7 The City (through the individuals listed in Section 8.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.
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8.8 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.
8.9 Except in the case of emergency which shall conform to the conditions of Section 8.3 or where the circumstances in Section 8.2.4.4 apply, Contractor shall not initiate services and the City will not compensate Contractor until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed the Contractor to perform services.
SECTION 9. APPLICABLE LAWS AND REGULATIONS
9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.
Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).
9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.
SECTION 10. WORKMANSHIP
10.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.
10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.
10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.
10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.
Agreement with West Valley Construction Company, Inc Page 22 of 67 SECTION 11. PERMITS AND LICENSES
11.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.
11.2 Contractor is responsible for obtaining an 811-dig permit for any Services that require digging.
SECTION 12. WARRANTY
12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve (12) months from the date of completion of Services set forth in each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order.
Warranty-related Services shall be at no additional cost to the City.
12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve ( 12) months or the manufacturer warranty period of the applicable part. In the event the manufacturer warranty is less than twelve (12) months, Contractor shall extend the manufacturer warranty to a minimum of twelve (12) months. All parts fabricated by Contractor by shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of any manufacturer's warranty or extended manufacturer's warranty.
12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.
SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.
SECTION 14. WORK AREA
14.1 Contractor shall ensure that the work area, where Services or other related work are being performed, is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.
14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work Agreement with West Valley Construction Company, Inc Page 23 of 67 area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.
14.3 Contractor must provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.
14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City's operations and others who may be impacted by Contractor's Services.
SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.
15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.
15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.
15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.
15.5 City will not be responsible for the loss of tools, equipment, or materials.
SECTION 16. DISPOSAL OF WASTE & SCRAPS
16.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.
16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
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16.3 Contractor shall recycle all material scraps, and credit the value to the City.
SECTION 17. SAFETY
17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.
17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall submit a copy of their II PP at City's request, and Contractor shall make it available on-site.
17.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and work practices.
The City reserves the right to accompany Contractor during these inspections.
17.4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).
17.5 Contractor's employees (including any subcontractors) shall use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.
17.6 Contractor must comply with SVP's clearance program as may be updated from time to time.
17.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 19) and Contractor employees.
SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to Agreement with West Valley Construction Company, Inc Page 25 of 67 perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.
SECTION 19. CONTRACTOR PERSONNEL
19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.
19.2 Staffing
19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.
19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.
19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.
19.3 Employee Training
19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.
19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.
19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.
19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.
19.3.5 At the City's request, Contractor shall submit copies of training records for its employees.
Agreement with West Valley Construction Company, Inc Page 26 of 67
19.4 Standards of Conduct
19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:
19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.
19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.
19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.
19.4.1.4 Possess or use alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.
19.4.2 In the event that a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.
19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.
SECTION 20. E-BUILDER
20.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the Term of this Agreement.
20.2 e-Builder is a web-based construction management application hosted by eBuilder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.
20.3 The City will establish the Contractor's access toe-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.
Agreement with West Valley Construction Company, Inc Page 27 of 67
20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.
20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.
20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within thee-Builder system) by the City and the Contractor will be jointly owned.
20.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.
20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.
20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in eBuilder. The Contractor shall use the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:
20.9.1 Correspondence
20.9.2 Meeting minutes
20.9.3 Product data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample).
Agreement with West Valley Construction Company, Inc Page 28 of 67
20.9.4 Requests for Information (RFl's)
20.9.5 Submittals and shop drawings
20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.
20.9.7 Pay applications
20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.
20.9.9 Pre-Task Plans (PTPs)
20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports
20.9.11 All official reports, such as commissioning reports
20.9.12 Notices and claims
20.9.13 Operations and maintenance manuals
20.9.14 All close-out documents, and
20.9.15 All testing results
20.10 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.
20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to use the new project management tool selected by the City.
SECTION 21. TRANSPORTATION, SHIPPING, AND FREIGHT
21.1 Contractor shall be responsible for shipment and delivery of all required products, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 8 of Exhibit A and Section 2 of Exhibit B. All products, materials, and equipment shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.
Agreement with West Valley Construction Company, Inc Page 29 of 67
21.2 Contractor will pack and ship all products, materials, and equipment in accordance with good commercial practices.
21.3 Contractor shall ensure that the products, materials, and equipment are insured against "all risks" from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from City until received by the City.
21.4 Contractor shall notify the City at least sixty (60) minutes prior to the arrival of any deliveries to the City. City will provide the Contractor with a contact name, phone number, and shipping location.
Agreement with West Valley Construction Company, Inc Page 30 of 67 Appenmx A.l
S1ucoN
VAlt EY
PovVER. C:ITY Of SA"'l"A CLAI\A
Third Party Pole Contact
Construction Requirements
ISSUING DIVISION: Electric Engineering
SVP SPONSOR: Kevin Keating, Manager
SECTION: Pole Line Construction
Table of Contents
Signed by kl>fir t'eatrirt
Date Signed 26 #a,. 2016
SHEET: Sheet 1 of 11
OH 0825
Scope of Standard ........................................................................................................................... 2 Purpose of Revision ........................................................................................................................ 2 References ....................................................................................................................................... 2 Rescissions ...................................................................................................................................... 2 Definition of Terms ......................................................................................................................... 3 Overview ......................................................................................................................................... 4 Route Design ............... .................................................................................................................... 4 Cable Attachments .......................................................................................................................... 5 Span Guys ....................................................................................................................................... 7 Down Guys/ Anchors ............................................................................................................... ....... 8 Risers ............................................................................................................................................... 9 Equipment ....................................................................................................................................... 9 Signage .......................................................................................................................................... 10 Cross Aims .................................................................................................................................... 11 Variance ... ..................................................................................................................................... 11 Table of Figures
Figure 1: Fiber Placement on Pole .................................................................................................. 5 Figure 2: Location References on Cross Aims ....................................................................... ........ 5 Figure 3: Cross Arm to Dead End Transition ................................................................................ 6 Figure 4: Example of Prohibited Span Guy Construction .............................................................. 7 Figure 5: Examples of Approved Span Guy Construction ............................................................. 7 Figure 6: Example of Riser Placement Locations ........................................................................... 9 Figure 7: Proper Brace Placement on a Cross Aim ...................................................................... 11 I Scope of Standard
This Document is intended to provide Third Party Applicants, who wish to attach to Silicon Valley Power's utility poles, guidelines on proper construction practices. !Purpose of Revision
None, this is a new document that has not been previously issued by SVP Engineering. !References
0 National Electric Safety Code. David Marne. November 2011 0 Rules for Overhead Electric Line Construction. General Order No. 95. Public Utilities Commission of the State of California. February 2014 0 UG 1000, Installation of Underground Substructures by Developers, Silicon Valley Power, May 2014
!Rescissions
None, this is a new document that has not been previously issued by SVP Engineering.
By: Joseph Bruzzone, Skip Baydo Third Party Pole Contact Drawn By: Joseph Bruzzone, Skip Baydo Approved: 05/26/2016 SHEET 2 of 11
Standard Rev.
0 OH0825
Silicon Vallev Power
!Definition of Terms
o City: City of Santa Clara or the City Council of the City of Santa Clara. o City Engineer: City Engineer of the City of Santa Clara. o Conductor: a material suitable for: (1) carrying electric current, usually in the form of a wire, cable or bus bar, or (2) transmitting light in the case of fiber optics. o Dead-End Pole: A utility pole that is at the end of a line of conductors. o Down Guy: A restraining method used to balance out the conductor tension acting on a utility pole, by transferring the tension to an anchor place in the ground. o Guy: a tension member (a solid wire or stranded wires) used to withstand an otherwise unbalanced force on a pole, cross arm, or other overhead line structure. o Primary Conductor: conductors that carry a voltage between 12000 and 44000 volts. o Secondary Conductor: conductors that operate between 100 and 600 volts. o Span guy: A guy wire strung between 2 poles.
o Silicon Valley Power (SVP): The Municipal Electric Utility of the City of Santa Clara. o Transmission: SVP electric system where the nominal system voltage is greater than 44,000V.
o Utility Pole: A wooden, or metal, pole that supports equipment and conductors used for electrical and communication utilities.
o Voltage (or Volts): the highest effective voltage between any two conductors of the circuit concerned
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET 3 of 11
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Silicon Vallev Power
Rev.
0 !Overview
The City of Santa Clara's Electric Department, Silicon Valley Power, (SVP) owns and maintains existing utility poles within the City limits. Other entities may wish to utilize these assets for their own communication networks. In order to maintain consistency, this document has been created with the purpose of setting standard construction and design practices that must be followed when attaching to SVP's assets.
California's Public Utilities Commission's General Order 95 shall be used as the basis for all pole attachment design. If any conflicts arise between this standard and G.O.95, the most stringent standard shall apply.
I Route Design
• Communication entities shall not attach to any pole directly supporting a SVP transmission line.
• When attaching to SVP utility poles, the communication lines may not bypass any pole following the same route as SVP's pole lines.
• All Communication lines must maintain at least a I foot separation from any streetlight or traffic signal.
• Communication lines may not cross property lines, without the proper easements, or access approval from the property owner.
• Communication lines, or their support strands and overhead guys, may not pass over the center of traffic intersections.
• Street Crossings shall be as close to perpendicular to the street as possible.
By: Joseph Bruzzone, Skip Bayda
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET 4 of 11
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Silicon Vallev Power
Pae:e 34 of 67
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0 !Cable Attachments
• Where no cross anns exist, all cable attachments shall be on the same side of the pole As shown in Figure 1.
• Any lines due to be over-lashed shall be checked for dead, or inactive, lines. Any dead, or inactive, conductors shall be removed.
• Cable replacements must be "delashed - relashed" to remove old cable. • Minimum vertical separation between communication lines on the same pole without a cross arm is I foot.
b
J
Figure 1: Fiber Placement on Pole
'.)
)
)
• When a Cross arm is not present Communication lines should be placed in the following order from top to bottom on SVP poles: SVP Fiber, Other Fiber, Coaxial lines, Telco Lines. o Cross arms without SVP fiber present, shall be filled out in the following order:
Bottom Inside, Top Inside, Bottom Outside, and finally Top outside Position, as shown in figure 2. Always place the heavier line as close to the pole as possible When SVP fiber is present it is always placed on the top outside section of the arm.
Top Inside
Po~on
Top Outside
Po~on
I
Bott~ Inside Botto~utside
PosiUon Position
Figure 2: Location References on
Cross Arms
By: Joseph Bruzzone, Skip Bayda
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET 5 of 11
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Silicon Vallev Power
Page35 of67
Rev.
0 o When cross arms are used separation requirements from secondary lines increase to 54 inches instead of the normal 48" that is allowed with a guard arm. o Communication arms shall not be used for dead end construction. o When a cross arm leads directly to dead end construction, more than three lines may be directly attached to the pole. The cross arm positions should transfer as shown in figure 3 with no contact between the lines:
- - :i)
"' "' >
:v
(9 @
:!)
ill
- __,--
Figure 3: Cross Arm to Dead End Transition
By: Joseph Bruzzone, Skip Baydo Third Party Pole Contact Standard
Drawn By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 SHEET 6 of 11
Silicon Va!lev Power
OH0825
Rev.
0 ISpanGnys
• An Anchor must always be placed where guying is required at dead ends. Overhead guys may be used to transfer the tension from an area where an anchor may not be set to an area where setting an anchor is possible or to allow two spans to balance their loads out where joining the conductors or fiber is impractical. However, it is not permissible to use overhead guys in place of an anchor by using poles to balance the load out. ----- ~ ,
----
--- -------
Figure 4: Example of Prohibited Span Guy Construction
Tfh____
TI _LIT
Figure 5: Examples of Approved Span Guy Construction
By: Joseph Bruzzone, Skip Bayda Third Party Pole Contact Drawn By: Joseph Bruzzone, Skip Bayda Approved: 05/26/20 l 6 SHEET 7 of 11
Standard Rev.
0 OH 0825
Silicon Vallev Power
Paee37of67
IDown Guys/ Anchors
• Anchors to be placed in the City Right of way, will require an encroachment permit be issued by the Public Works Department
• Clearances between applicants' anchors and other SVP anchors, or SVP underground facilities, is governed by SVP Standard document UG 1250 • Down Guys must fit within the existing anchor eye attached to the anchor. (I eye, 2 eye etc.)
• All Attachers are required to have their own down guy, SVP anchors may be attached to as part of the construction permit. However, Attacher must obtain permission to attach to any other 3rd party's anchors.
• A max of three down guys may be attached to an anchor, provided that the load is not greater than the rating of the anchor.
• When an anchor is installed, a minimum I" diameter, 8' long anchor rod must be used. • All Anchors must be installed according to the manufacturer's specifications. • Insulators and guy guards are required on all down guys. • Down guys may only be joined together below the insulators. • Any pole that has a pull on pole of 5' or greater ( 5 degree angle) shall require an anchor. • All anchors are to be viewed and approved by an SVP inspector prior to installation.
By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET 8 of 11
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Silicon Vallev Power
Rev.
0 !Risers
• Risers should be placed within as close proximity to each other as possible • Risers must be placed within the same 180 degree radius. !Equipment
Figure 6: Example of Riser
Placement Locations
• Equipment must be mounted with its lowest point at least 8 feet above ground. • No electric revenue meters and service disconnects may be mounted on SVP Poles. • No cellular antennas may be mounted on SVP wooden Utility Poles. • Equipment shall have at least 2 attachment points.
• Equipment must maintain a clearance of at least I foot from communication lines and 6 feet from secondary power conductors.
• Equipment shall be no bigger than 4'x 4'x 1' and I 00 lbs. Any equipment that exceeds this size shall require a variance.
Equipment not allowed on SVP Assets
• Eyebolts
• Spacer blocks
By: Joseph Bmzzone, Skip Baydo Third Party Pole Contact Standard
Drawn By: Joseph Bruzzone, Skip Bayda
Approved: 05/26/2016
Silicon Vallev Power
SHEET 9 of 11
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Page39of67
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0 • Any equipment emitting a RF frequency must have signage posted as required by SVP standard SD 1275 "RF Unit Clearances"
• Radios that are attached to a communication support line shall be labeled on the unit itself and on the nearest pole using the methodology laid out in SD 1275. • Any Equipment that has an independent backup power source, such as batteries, shall have a warning sign posted, with a 24 hour contact number that a worker may call to make the item safe.
• All equipment shall be equipped with a visible indicator, such as an indicator light that indicates if equipment is energized, or not energized.
• All conductors and equipment shall be clearly labeled as to the owner. o Non-SVP owned Poles must be labeled according to SVP Standard OH 1615 " Outside Agency Utility Pole Labeling"
By: Joseph Bruzzone, Skip Bayda
Approved: 05/26/20 I 6 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET IO of 11
OH 0825
Silicon Vallev Power
Rev.
0 ICrossArms
• Any pole that has 4 or more communication lines shall require a cross arm be installed.
Cross arms can be acquired from SVP at no charge. SVP will provide cross arms, braces, and pole gains. Ownership responsibilities of the cross arms assembly will rest with SVP • Double cross arms are required at the following locations:
o Spans longer than 250'.
o Major street and high way crossings.
o Comer poles that require a down guy,
• The only cross arms allowed on SVP poles are those provided by SVP • Braces shall be installed in the downward position, as shown in Figure 7.
Figure 7: Proper Brace Placement on a Cross Arm
Variance
A variance to these conditions may be granted by the SVP Engineer or SVP Inspector assigned to a particular Job. There is no Guarantee that a variance will be granted.
By: Joseph Bruzzone, Skip Bayda
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Bayda
SHEET 11 of 11
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Silicon Valley Power
PHP-f'. 41 nf fi7
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0 ITEM
1 2
3 4
5 6
7 8
Appendix A2.
ASSOC. UNITS F40 - F42
,1 r- /
~
r10' MIN,
®-
TYPICAL .DOWN ·GUY & ANCHOR
ASSOC. UNIT F40 & F41 ®--_____
USE EXISTING ANCHOR
IF AVAILABLE
TYPICAL SIDEWALK GUY .
ASSOC. UNIT F42
AUXILIARY EYE
ASSOC. UNIT
F40
EXISTING
ANCHOR
MATERIAL LIST:
QTY DESCRIPTION
AS 1/4" GALVANIZED STRAND 7 STRAND EXTRA HIGH STRENGTH (EHS)
REQUIRED
2 PRE-FORMED GUY GRIP CAT. Ii GDE-1104 OR EQUIVALENT.
1 ""Y GUARD FULL "O"ND B' LIENGTH
1 SET SIDEWALK GUY ARM FITTINGS
1 GALV .. STEEL PIPE LENGTH & . SIZE AS REQUIRED
1 ANCHOR, SCREW, lWIN HELIX B", BODO FT. LB. WITH 1 1 /2" SQUARE HUB. • DIXIE CAT. H D 2B4 8 WITH 3/4" X 7' DIAMETER ANCHOR ROD AND lWINEYE EYE· NUT, DIXIE CAT. & D-75-D OR APPROVED EQUAL ANCHOR NOT REQUIRED FOR LOCATIONS WITH EXISTING ANCHOR ROD.
As renuired AUXIUARY EYE S17EO TO EXISTING ANCHOR
INSULATOR
TYPICAL GUY ANCHOR ASSEMBLIES
NOT -TO SCAL5
ll'P.
rNlG. 00. •
OF
crn''Of' ..._,.m:QNIA.,'
· TYPICAL. GUY
ANCHOR A~SEMBLIES F40 - F42
DAAWN BY:
PEI·
HANDHOLE - NOT PART
OF THIS UNIT
• ,;·J~ ,, ... ~.~--- 'Tl11£:'..
1 - JACKMOON OR~
EQUAL SIMPLEX. DUCT ------- PLUG
ASSOC. UNIT F47
,,,,--coNDUIT
. /' SUPPORTS OR
1 - 4• GIP RUN TO -------~===l STRAPS
WITHIN 30" OF DEADEND ---------
1 - 4" GIP TO
PVC COUPLER
FIBER OPTIC RISER
.NOT TO SCALE.
TERMINAL RELIABLE #
F604975 OR EQUAL
LOCATE WIRE # 10
AWG INSULATED
1-4" PVC
36" RAD.•
90" BEND '
REV. Dil.lf:"••· SHI,
:,Silicon .. :1:vauey: FIBER OPTIC RISER
·,.. Powel'.:. ·
DIil. • • ENG.
an'-0,.IAHJ'N~,.~- . F47
OOAVM B'f: ." PEI··
Of
STORAGE RACK
MOUNTING BRACKETS
ARMOR RODS
.DEAD ENDS ARE
INCLUDED IN OTHER
UNITS
ASSOC. UNIT F48 - F49
• Ii,.,:'
at" ,,
SINGLE CAB~
STORAGE : RAE~\
0TH SIDES OF POLE)
CABLE PROTECTION
BRACKET
FIBER OPTfC' SLACK STORAGE / STRAND OR CABLE_-MOUNTED
NOT TO. SCALE
,_,.,...."".. 111\£!.:.
lli~n;_
.Jilley
. ower.:'.'··
t:n"'(0,·UHT_A'Cl!MA" ~· ,
• DRAWN -Of: • PEI''
FIBER OPTIC SLACK
STORAGE/ STRAND
OR.CABLE MOUNTED
DIR. ' EIIG.
F48- F49
OF
u
EART NO.
0 ®
@
0. ®
® .
0 ®
QUANTllY
2 2
4 2
AS REQ'D
,
2 ASSOC. UNIT FSO - FSl
DESCRIPTION
BOLT,. MACHINE, 5/B" X 12"
NUT, HEX, 5/8"
n
WASHER, SQUARE, CURVED, 3"X3"X1/4"X11/16" HOLE
LOCKNUT, MF, 5/B" DIAMETER
1/4" (EHS) GUY STRAND
DEAD END, GUY GRIP, PREFORMED 6M
DEAD END, AUTOMATIC, "6M, SHORT BAIL
THIMBLE EYE. NUT, 5/8"
TYPICAL-· 6M MESSENGER ASSEMBLY
NOT TO SCALE
•• REV, tl\lr:. 03/05/04 SHT. __ , Of .. ,
""·. DIR. ..
ENG.
FSO - F51
'
Page ~5 of 67
' '
' t
GUY ATrACHMENT
FOR B!SECTOff GUY
arras~ACUM •
~ 'Bi:
PEI
ASSOC. UNJT . F.52 - F53
3 4 · • ·
-::::s;f·o 2
SECTION A-A
MATERIAL LIST '
!TEM _NO, QUANTITY DESCRIPTION
1 1 FIBERLIGN DIELECTRIC SUPPORT
2 1 • OVAl EYE. BOLT, 5/8", GALVANIZ.O STEEL,
WITH SQUARE NUT, LENGTH AS REQUIRED
3 1 SQUARE :wASHER(o" PLAT
4 .1 LOCKNUT, 5/8"
DOUBLE DEADEND POLE DETAIL 40'. TO 60.
iJSE ,FOR ·LJNE· AAGl:£S OF 40' 'fO OD' •
HOT ·TO SCAtE, .
•
... ..., '
ASSOC. UNIT F52 - F53
0 / FIBER CABLE
DOWN GUY
SECTION A-A
MATERIAL LIST
ITEM NO. QUANTITY DESCRIPTION
.
. 1 ·1 • FIBERLIGN DIELECTRIC SUPPORT
· .. ::
2 1 OVAL EYE' BOLT, 5/8", .GALVANIZED .STEEL,
WITH SQUARE NVT, LENGTH AS .REQUIRED.
3· 1 EYE; ANGtE THIMBLEYE, FOR 5/8" BOLT,
· .. CH!',l·me: {I0lQ0,. eOSLYN /IJ6SOO; OR
APPROVED EQUAL •
4 1 SQUARE WASHER, 3" FLAT
5 .. 1 . LOCKNUT, 5/8"
60'-90" DOUBLE DEAD-END
USE FO.R· LINE ANGLES GREA'lt:RsHAN 60"
HOT TO SCAl.£-.
TO 90° DOUBLE
DEAD-END
RE.V, 0.-,T[:"
/ff',
--
Slit, •
. OF •
F52 - F53
1Tll.E,
• 'fl.icon,,:
~lley
·ower'
cnY 01' &AHT,\"a.,t,M. ·,.-
PEI
ASSOC. UNIT F59 - F60
FIBERLIGN
/ DIELECTRIC SUPPORT
1 /2" THRU . BOLT
WITH NUT AND
LOCK NUT
BRACE - CROSS ARM
28"LG.x1 1/4"x1/4"
WITH 7/16" ANO 9/16"
DIA HOLES HOT DIP PED
GALV. STEEL.
MATERIAL LIST
QUANTITY DESCRIPTION
MACHINE BOLT, 5/8", GALVANIZED STEEL,
WITH SQUARE NUT, LENGTH AS REQUIRED
SQUARE WASHER, 3" FLAT
• LOCKNUT, 5/8"
TYPICAL· ALLEY ARM MOUNTING
NOT TO ·scALE
TYPICAL ALLEY
ARM MOUNTING IJHG.·-NO.
SHI ••
~•-
ENG.
F59 -F60
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
1.2 The City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RA TES
2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Table B1 (Labor Rates), Table B2 (Daily Crew Rates), and Table B3 (Equipment Rates) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rates) are fully burdened and will remain fixed for the first two (2) years of the Agreement.
2.3 Rate Increase. After the initial two (2) years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved.
2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that ( 1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Agreement with West Valley Construction Company, Inc Page 49 of 67 Reimbursable Expense Schedule Mark Uo
1. The cost of mailing, shipping and/or delivery of any No Markup documents or materials.
2. The cost of photographing, printing, reproducing No Markup and/or copying any documents or materials.
3. Charges for outside equipment and services Not to exceed 10% (including subcontractor fees, equipment, rental
equipment, materials, and facilities not furnished
directly by Contractor).
4. Other reimbursable expenses with prior written No Markup approval from the Citv.
5. Except for the vehicles listed in Appendix B 1 and No Markup rental cars, Contractor may invoice allowable mileage
at the prevailing IRS rate per mile. (Rental cars are
reimbursed at actual cost only. No mileage is
applicable to rental cars or to the vehicles listed in
Table B-3).
6. Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
htt12s://www.gsa.gov/travel-resources. Airfare or
rental car, where applicable shall be at economy
rates.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials. For Services authorized to be paid on a time and material basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month, pursuant to the rates listed in Table B1 (Labor Rates), Table B2 (Daily Crew Rates), and Table B3 (Equipment Rates) in Appendix B1 and in accordance with the Work Authorization. The invoice must include the following information:
3.1 .1 Invoice Number, Purchase Order Number, and Invoice Period.
3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.
3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 are charged. Additionally, invoices shall include Agreement with West Valley Construction Company, Inc Page 50 of 67 sufficient detail to allow for accurate comparison with certified payroll submittals.
3.2 Fixed Price. For Services authorized to be paid on a fixed price or lump sum basis, Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.
3.2.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.
3.2.3 Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.
3.2.4 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.
3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of prepayment prior to Contractor beginning the Services.
3.4 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.
3. 7 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.
3.8 Confidential. Invoices are not confidential even if marked confidential when submitted.
Agreement with West Valley Construction Company, Inc Page 51 of 67 SECTION 1. RATES
APPENDIX B1 TO EXHIBIT B
RATES
Contractor shall charge, and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the Services are listed below in Tables B1 through B3.
In cases where Services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Tables B1 through B3 must be authorized in accordance with Section 2.3 of Exhibit B. Rate changes are not permitted as part of a Work Authorization process.
TABLE B1 - LABOR RATES
Straight Time Overtime (OT) Double Time
Labor (ST) Hourly Rate (DT)
Classifications Dailv Rates Hourlv Rate Hourlv Rate
Equipment Operator $1,560.00 $195.00 $236.00 $278.00
Truck Driver $1,192.00 $149.00 $179.00 $208.00
Mechanic $1,560.00 $195.00 $236.00 $278.00
Laborer $1,064.00 $133.00 $159.00 $185.00
Flagger $1,064.00 $133.00 $159.00 $185.00
Foreman $1,328.00 $166.00 $201.00 $236.00
Journeyman $936.00 $117.00 $176.00 $234.00
Lineman
Apprentice Lineman $624.00 $78.00 $117.00 $156.00
Minimum hours apply as described in Section 2.5 of Appendix B1.
TABLE B2 - DAILY CREW RA TES
Crew Daily Crew Rate Overtime Double Time
Crew Hourly Crew Hourly
Rate Rate
2-Person Crew for $3,447.00 $498.00 $559.00
Substructure Services
3-Person Crew for $6,533.00 $890.00 $933.00
Substructure Services
4-Person Crew for $8,477.00 $1,192.00 $1,324.00
Substructure Services
3-Person Crew for Aerial $8,450.00 $1,300.00 $1,625.00
Services
Agreement with West Valley Construction Company, Inc Page 52 of 67 TABLE B3- EQUIPMENT RATES
Equipment Daily Rates Hourly Rates
Trencher - Ride-On 42 $600.00 $75.00
horsepower
Backhoe - 70 HP minimum $600.00 $75.00
Loader - 39 HP minimum $616.00 $77.00
Truck - Utility with Tools $424.00 $53.00
Truck - 6 Wheel Dump $592.00 $74.00
Truck- 10 Wheel Dump $1,016.00 $127.00
Truck - 1 Ton Pickup $216.00 $27.00
Trailer - 500 Gallon Water $168.00 $21.00
Trailer
Truck or Trailer - 800 Gallon $1,448.00 $181.00
Vacuum
Trailer - Pole and Pipe $48.00 $6.00
Trailer - Reel (all sizes) $72.00 $9.00
Tractor & Low Boy $1,032.00 $129.00
Vibrating Tamper - 100 lb. $72.00 $9.00
Vibratory Roller - 32" Smooth $200.00 $25.00
Hammer, Hydro $288.00 $36.00
Air Compressor $280.00 $35.00
Hydro Vac, 10 to 13 yards $1,448.00 $181.00
Rodder $616.00 $77.00
Compactor - 18" Diesel Plate $48.00 $6.00
Mini Excavator 20 HP Minimum $232.00 $29.00
Arrow Board $152.00 $19.00
Set of Barricades $16.00 $2.00
Emergency/Warning Flasher
(each)
Manhole Package (manhole $120.00 $15.00
guard, Blower w/ hose, pump,
qas tester
Additional Equipment Daily ST Hourly OT Hourly DT Hourly Rate Rate Rate Rate
Truck - Digger Derrick with $650.00 $98.00 $117.00 $130.00 Tools
Truck - Boom, (T-40C or $585.00 $85.00 $104.00 $117.00
equivalent) with Tools -
45-foot reach minimum
Truck - Bucket with 28-foot $520.00 $65.00 $91.00 $104.00 reach minimum
Agreement with West Valley Construction Company, Inc Page 53 of 67 Parts
Parts manufactured by Contractor shall be at price authorized in the Work Authorization. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus a 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices oursuant to Section 2.4 of Exhibit B.
SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Tables B1 through B3:
2.1 "Daily Rate"
2.1.1 For Labor: Daily Rate applies to the first eight (8) hours worked each day Monday through Friday. Hours worked in excess of eight (8) hours each day from Monday through Friday will be billed at the overtime and double time hourly rates as defined below.
2.1.2 For Equipment: Daily Rate applies to a full calendar day.
2.2 "Straight Time" means the first eight (8) hours worked each day Monday through Friday, excluding U.S. Federal Holidays.
2.3 "Overtime" means the:
2.3.1 hours worked in excess of eight (8) hours each day, from Monday through Friday; or
2.3.2 first eight (8) hours worked on Saturdays.
2.4 "Double Time" means the:
2.4.1 hours worked in excess of twelve (12) hours per day from Monday through Friday; or
2.4.2 hours worked in excess of eight (8) hours on Saturdays; or
2.4.3 hours worked during U.S. Federal Holidays; or
2.4.4 hours worked on Sundays.
2.5 "Minimum hours": Contractor may invoice a minimum of four (4) hours for all labor classifications in Table B1 provided that working less than four (4) hours is due to a direction of the City. In the event that Contractor works less than four hours due to the need of the Contractor, this Minimum hours does not apply.
2.6 Contractor may invoice all rates based on portal to portal from Contractor's Yard in Hayward, CA.
Agreement with West Valley Construction Company, Inc Page 54 of 67 SECTION 3. CREW DAILY RATE REQUIREMENTS
3.1 "Crew Daily Rates" includes:
3.1.1 Labor and equipment listed in this Section;
3.1.2 Eight (8) hours of straight-time labor rates, equipment, tools, vehicles, fuel, maintenance, power, connections, and consumables needed to perform the Services; and
3.1.3 All vehicles and equipment are to be operated by a skilled and trained representative of the Contractor.
3.1.4 The City will supply substructure and aerial materials (e.g., conduit, boxes, and fiber-optic cables).
3.2 "Two (2)-Person Crew for Substructure Services" includes:
3.2.1 Labor: a) One (1) Foreman with Utility Truck (Underground); b) One (1) Laborer; and
3.2.2 Equipment: a) One (1) utility truck with air compressor and tools; b) One (1) small reel trailer; c) Concrete and asphalt tools; d) One (1) vibrating tamper - 100 lb.; e) One (1) set of barricades; f) One (1) dump trailer, and g) One (1) compactor - 18" diesel plate.
3.3 "Three (3)-Person Crew for Substructure Services" includes:
3.3.1 Labor: a) One (1) Foreman with Utility Truck (Underground); b) One (1) Laborer; and c) One (1) Equipment Operator; and
3.3.2 Equipment: a) One (1) utility truck with air compressor and tools; b) One (1) mini excavator 20 HP minimum; c) One (1) Loader 39 HP minimum; d) One (1) small reel trailer; e) Concrete and asphalt tools; f) One (1) vibrating tamper - 100 lb.; g) One (1) set of barricades; h) One (1) dump trailer, and i) One (1) compactor - 18" diesel plate.
3.4 "Four (4)-Person Crew for Substructure Services" includes:
3.4.1 Labor: a) One (1) Foreman with Utility Truck (Underground); b) One (1) Laborer; c) One (1) Equipment Operator; and d) One (1) Truck Driver; and
3.4.2 Equipment: a) One (1) utility truck with air compressor and tools; b) One (1) mini excavator 20 HP minimum; c) One (1) loader 39 HP minimum; d) One (1) small reel Trailer; e) Concrete and asphalt tools; f) One (1) vibrating tamper - 100 lb.; g) One (1) set of barricades; h) One (1) dump trailer; i) One (1) compactor - 18" diesel plate; j) One (1) ton pickup truck; k) One (1) 6 Agreement with West Valley Construction Company, Inc Page 55 of 67 wheel dump truck; I) One (1) pipe trailer; m) One (1) 32" vibratory roller; and n) One (1) arrow board.
3.5 "Three (3)-Person Crew for Aerial Services" includes:
3.5.1 Labor: a) One (1) Foreman; b) One (1) Journeyman lineman; and c) One (1) Apprentice Lineman; and
3.5.2 Equipment: a) One (1) aerial truck with tools with a 28-foot reach minimum; b) One (1) ton pickup truck; and c) One (1) small reel trailer.
Agreement with West Valley Construction Company, Inc Page 56 of 67
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect throughout the term, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with West Valley Construction Company, Inc Page 57 of 67 C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY INSURANCE
If Contractor's scope of services includes design, including engineered plans or technical specifications, Contractor shall maintain professional liability insurance appropriate to the Contractor's profession, with limits no less than $2,000,000 per claim and aggregate. Any policy inception date, continuity date, and/or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage for a period no less than three (3) years after completion of the services provided under this Agreement, including Work Authorizations.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with West Valley Construction Company, Inc Page 58 of 67
3. 4.
insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with West Valley Construction Company, Inc Page 59 of 67 complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Electric Department
P.O. Box 100085- S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 EbixWay
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with West Valley Construction Company, Inc Page 60 of 67
EXHIBIT D
LABOR COMPLIANCE EXHIBIT
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
A. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 177 4-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional Agreement with West Valley Construction Company, Inc Page 61 of67 documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Agreement with West Valley Construction Company, Inc Page 62 of 67 Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.
4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with West Valley Construction Company, Inc Page 63 of 67
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and West Valley Construction Company, Inc. ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:
Expiration Date of Agreement:
Contractor's Project Manager: Name: Email:
City's Project Manager Name: Email:
Period of Performance for this Start Date: Exoected Comoletion Date:
Work Authorization:
Maximum Compensation of Ai:ireement:
Previously Committed Funds:
Available Funds
Maximum Comoensation for this Work Authorization
Remainina Available Funds
Sufficient funds are available in Fund #:
/to be completed bv Citv)
Contractor Reoresentative Name /Printl
Contractor Representative Signature
Contractor Representative Sianature Date
City Project Manager Name (Printl
Authorized City Representative (Print)
City Representative Signature
Citv Reoresentative Sianature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Ooeratina Officer, Chief Electric Utilitv Officer
Agreement with West Valley Construction Company, Inc Page 64 of 67 PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).
2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.
Agreement with West Valley Construction Company, Inc Page 65 of 67
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:
D No expenses are reimbursable.
D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
D Monthly D Completion of Deliverable/Milestone D Completion of Services
d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.
4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.
D Liquidated Damages apply as follows:
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond _________ , 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars ($ _____ _., per day in liquidated damages to a cap of . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.
Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.
Agreement with West Valley Construction Company, Inc Page 66 of 67 Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required.
Agreement with West Valley Construction Company, Inc Page 67 of 67 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-248 Agenda Date: 8/27/2024
REPORT TO COUNCIL
SUBJECT
Action Authorizing the City Manager to Negotiate and Execute Agreements with Pump Repair Service Company and SHAPE, Inc. for Storm Drain Pumps Preventive Maintenance and Repair Services
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The City of Santa Clara operates and maintains 21 storm drain pump stations (SDPS) located mainly in the northern part of the City. The Department of Public Works (DPW) is responsible for the storm drain collection system and the Water and Sewer Utilities Department (WSUD) provides maintenance, repair and operations for the storm pumps and controls. These SDPS are critical for managing storm run-off and minimizing localized flooding.
The City’s storm drain infrastructure includes 62 pumps that require regular inspection, maintenance, and repair. Among these, there are 37 pumps that were manufactured by Flygt and 25 from various other manufacturers. The City does not have the necessary expertise or sufficient staffing to perform the required pump maintenance and repair activities. Therefore, the City has utilized contractors to perform preventive maintenance, repairs, and emergency work.
In August 2018, the City issued a Request for Proposals for storm drain pump preventative maintenance and repair services. On January 29, 2019 the City Council approved five-year agreements with Pump Repair Service Company and SHAPE, Inc. for $750,000 and $350,000, respectively. These agreements expired this year and the City initiated a new Request for Proposals (RFP) process for these services.
DISCUSSION
Pursuant to City Code Section 2.105.140(c), the City conducted a formal RFP with the award recommendation based on “best value.” In November 2023, the RFP for storm drain pumps preventative maintenance and repair services was published on the City’s e-Procurement platform.
Two proposals were received from Pump Repair Service Company and SHAPE, Inc. (SHAPE).
An evaluation committee comprised of staff from DPW and WSUD evaluated each proposal. The evaluation was based on criteria set forth in the RFP, including experience and qualifications, technical capacity, and cost. The committee determined that both contractors submitted proposals that offer the best value to the City.
Staff recommends approving two five-year agreements with both Pump Repair Service Company and City of Santa Clara Page 1 of 3 Printed on 8/23/2024
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SHAPE, Inc., each for a total not-to-exceed amount of $1,000,000. Due to the unpredictability of repair and emergency work, having agreements with both contractors will provide additional capacity during peak demand periods, allow for flexibility in work assignments, and minimize disruptions to critical public services.
Compensation under both agreements will be based on either a fixed fee for maintenance services or time-and-materials for repairs and as-needed services. Pump Repair Service Company will provide on-site maintenance and repair services for both Flygt and non-Flygt pumps, while SHAPE will primarily provide shop services for the Flygt pumps. Prevailing wage requirements apply to on-site maintenance and repair services.
ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(b) (“Existing Facilities”) in that the activity consists of the operation, repair, maintenance of existing facilities of publicly owned utilities used to provide electric power, natural gas, sewerage, or other public utility services.
FISCAL IMPACT
The aggregate amount to be paid for storm drain pumps preventive maintenance services, repairs, and emergency repairs over the five-year terms of the agreements shall not exceed $2,000,000, subject to annual appropriations. Sufficient funding for the first year of these contracts was included in the FY 2023/24 Biennial Capital Improvement Program Budget and funding is proposed in the FY 2024/25 and FY 2025/26 Biennial Capital Improvement Program Budget in the SDPS Motor and Control Maintenance, Repair and Replacement Project.
COORDINATION
This report has been coordinated with the Finance Department, City Attorney’s Office and Water and Sewer Utilities 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. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of California Code of Regulations;
2. Authorize the City Manager to negotiate and execute agreements with Pump Repair Service Company and SHAPE, Inc. for storm drain pump preventive maintenance and repair services, each for a total not-to-exceed amount of $1,000,000 over a five-year term, subject to annual appropriations of funds and in a final form approved by the City Attorney; and
3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the agreements with Pump Repair Service Company and SHAPE, Inc. and negotiate City of Santa Clara Page 2 of 3 Printed on 8/23/2024
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24-248 Agenda Date: 8/27/2024
and execute amendments to (a) add or delete services consistent with the scope of services and (b) adjust the amounts, provided the total aggregate amount does not exceed $2,000,000 over the five-year term, subject to annual appropriations of funds and in a final form approved by the City Attorney.
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-612 Agenda Date: 8/27/2024
REPORT TO COUNCIL
SUBJECT
Action on Agreement to Fund up to $843,000 for Modernization and Rehabilitation of Eight Affordable Rental Units, Update Two Units to be ADA Accessible, and Replace Approximately 100 Windows in the Sobrato Family Living Center Located at 1509/1503 Agnew Road in Santa Clara, Authority to Extend the Affordability Housing Covenants for an additional ten years, and Approval of Related Budget Amendment
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
The City of Santa Clara maintains a Consolidated Plan in conformance with requirements of the United States Department of Housing and Urban Development (HUD), which directs the City’s use of funds allocated to the City by HUD. On April 19, 2022, the Housing and Community Services Division released a capital project Notice of Funding Availability (NOFA) for HUD Community Development Block Grant (CDBG) funds to address the City’s Consolidated Plan goals of Public Facility Improvements and Affordable Housing. Up to $843,000 was made available for Capital Improvement Projects - Affordable Housing.
Capital Improvement Projects for low/moderate income housing include, but are not limited to, improvements to multi-family affordable housing and single-family housing owned by non-profits that serve a special needs population. Non-housing Capital Improvement Projects for public facilities include, but are not limited to, improvements to non-profit facilities that serve low/moderate income residents and city infrastructure improvements. Low/moderate income as applied to CDBG programs is generally defined as households with an income below 80% of Area Median Income as adjusted by HUD for household size.
DISCUSSION
The City received responses to the NOFA which were prioritized according to cost/benefit, project size and the significance of the need. Staff is proposing to proceed with the rehabilitation of the Sobrato Family Living Center (SFLC) to ensure the apartments remain safe, ADA accessible, and livable over the coming years.
The SFLC includes a total of 51 affordable two to four-bedroom affordable rental units spread across 11 buildings. These units are restricted to households earning very low income or below 50% of Area Median Income. Of these units, 18 were built as part of the non-historical Agnews Hospital Complex and 33 were built in 1999.
The proposed rehabilitation project will include the renovation of kitchens with modern appliances, City of Santa Clara Page 1 of 3 Printed on 8/23/2024
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24-612 Agenda Date: 8/27/2024
new flooring, light fixtures, sinks, cabinets, countertops, and the renovation of bathrooms in eight apartments. The scope also includes updating two bathrooms so they are ADA accessible. These accessibility improvements will include appliances with special handles and bathrooms with grab bars and roll-in showers.
The second segment of the project is to replace approximately 100 windows to address leaks and prevent mold and mildew issues and to increase energy efficiency and reduce heating and cooling costs.
The contractor bid process is scheduled to begin in late August and construction would begin in late fall. The construction process will take approximately one year.
It is important to note that the Sobrato Family Living Center was flagged as an at-risk property in the City’s Housing Element because the affordability period will end in 2030. In April 1999, the City entered into an Affordable Housing Grant Agreement for this property that requires the owner to restrict its units to be affordable for 30 years in the affordable housing covenant. (Attachments 2 and 3) As a condition for granting CDBG funding to this renovation project, the City will require HomeFirst to extend the affordability term of this project by ten years from 2030 to 2040. This action implements Action 5A in the Housing Element workplan and demonstrates the City’s ongoing commitment to the preservation of housing affordability.
Please reference Attachment 1 to see a draft agreement for this project.
ENVIRONMENTAL REVIEW
The action being considered qualifies as a Categorical Exemption per the California Environmental Quality Act (CEQA) section 15301 (e)(1), Existing Facilities in that the project is limited to the replacement of windows in existing residential buildings, as well as interior residential unit improvements.
FISCAL IMPACT
This capital project will be funded using federal HUD Community Development Block Grant entitlement funds, which will be received by the City on a reimbursement basis. As part of the FY 2023/24 budget, funding for this item was appropriated in the Rehabilitation - Affordable Rental Housing project, supported by CDBG revenue, in the Housing and Urban Development Fund. The budget amendment below carries over the FY 2023/24 CDBG revenue that has not yet been received, and the FY 2023/24 unspent funds for this project to appropriate in the current fiscal year.
Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
Housing and Urban Development Fund
Revenue
Grant Funding $1,741,322 $843,000 $2,584,322
Expenditure
Rehabilitation - Affordable Rental
Housing
$100,000 $843,000 $943,000
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24-612 Agenda Date: 8/27/2024
Housing and Urban Development Fund
Revenue
Grant Funding $1,741,322 $843,000 $2,584,322
Expenditure
Rehabilitation - Affordable Rental
Housing
$100,000 $843,000 $943,000
COORDINATION
This report has been coordinated with the Finance Department, City Attorney’s Office, and City Manager’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Authorize the City Manager to execute an agreement, promissory note, and deed of trust with HomeFirst to fund and secure up to $843,000 for the modernization and rehabilitation of eight affordable rental units, update two units so they are ADA accessible, and replace approximately 100 windows in the Sobrato Family Living Center located at 1509/1503 Agnew Road in Santa Clara, in a final form approved by the City Attorney’s Office.
2. Authorize the City Manager to amend the Affordable Housing Covenants to extend the existing Use Restriction by ten years commencing on October 19, 2030 and terminating on October 19, 2040, in a final form approved by the City Attorney’s Office.
3. Approve the FY 2024/25 budget amendment in the Housing and Urban Development Fund, increasing the grant revenue estimate in the amount of $843,000 and increasing the Rehabilitation - Affordable Rental Housing project in the amount of $843,000 (five affirmative Council votes required to appropriate additional revenue).
Reviewed by: Reena Brilliot, Acting Director, Community Development Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. HomeFirst Sobrato Family Living CIP Agreement - DRAFT
2. Agreement Containing Affordable Housing Covenants May 1999
3. Affordable Housing Grant Agreement February 2000
City of Santa Clara Page 3 of 3 Printed on 8/23/2024
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HomeFirst Sobrato CIP Agreement DRAFT
CONTRIBUTION AGREEMENT
SUMMARY PAGE
Agency: HOMEFIRST SERVICES OF SANTA CLARA COUNTY
Project: Sobrato Family Living Center (SFLC) Rehabilitation Description: SFLC is an affordable housing community comprised of 51 rental units ranging from two to four-bedroom apartments in 11 two story buildings, serving 174 people. The Project involves a comprehensive rehabilitation of approximately eight (8) units and window replacement as needed.
Phase 1: Comprehensive rehabilitation of kitchen and bathrooms (e.g., flooring, paint, light fixtures, cabinets, countertops, etc). Two units will be made fully ADA accessible to current code standards.
Phase 2: Replacement of approximately 100 windows throughout the complex. Due to the age of the complex, the windows are leaking through poorly sealed frames which results in condensation and mildew.
Funding Source: Community Development Block (CDBG) – CDFA #14.218 Grant Number: B-22-MC-06-0022 Project No.: CDI-24-C01
Total Grant Award: $843,000 (Not to Exceed)
Agreement Term: Start Date: 09/01/2024 End Date: 06/30/2026 Use Restriction Term: Start Date: 00/00/0000 End Date: 00/00/0000 PARTIES TO AGREEMENT:
ORGANIZATION CITY OF SANTA CLARA
Organization Name: HomeFirst Services of Santa
Clara County
Housing & Community
Services Division
Address for Legal
Notice (city/state/zip)
507 Valley Way
Milpitas, CA 95035
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: Rene Ramirez
Chief Executive Officer
Adam Marcus
Housing Division Manager
Email Address: [email protected] [email protected] Telephone No.: (408) 539-7512 (408) 615-2491
Project Manager Name: Elizabeth Macapanpan
Project Manager Phone (408) 367 9624
Tax ID 94-2684272
Federal Unique ID # WF4LX6MKJJ37
Type of Entity: 501 (c) 3 public benefit corp.
State of Incorporation: California
Ebix Insurance #
1 HomeFirst Sobrato CIP Agreement DRAFT
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Homefirst Services of Santa Clara County, a California non-profit corporation, (“Organization”) City and Organization may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Works and Performance”.
B. Organization represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses, and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT PROVISIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Organization shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A: Scope of Work and Performance Requirements
Exhibit B: Budget Summary and Payments Requirements
Exhibit C: Insurance Requirements
Exhibit D: Special Grant Conditions
Exhibit E: Ethical Standards and Affidavit of Compliance Exhibit F: MBE/WBE Guidelines
Exhibit G: Section 3 Guidelines
Exhibit H: Use Restriction Agreement
Exhibit I: Promissory Note
Exhibit J: Deed of Trust
2 HomeFirst Sobrato CIP Agreement DRAFT
This Agreement, including the Exhibits set forth above, contains all the Agreement’s, representations, and understandings of the Parties, and supersedes and replaces any previous Agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. FUNDING AND APPROPRIATION
Pursuant to the provisions of Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383, the City has received Community Development Block Grant funds (“CDBG”) from the United States Department of Housing and Urban Development (“HUD”) as an entitlement. From the CDBG grant funds, the City has appropriated an amount not to exceed EIGHT HUNDRED FORTY-THREE THOUSAND DOLLARS ($843,000) (“CDBG Funds”), subject to budget appropriations, to be given to the Organization.
Upon the Organization’s compliance with the terms and conditions of this Agreement, the City will contribute to the Organization the amount set forth in this Section. The Grant Funds shall not be used for any other purpose than to pay expenses (or if said expenses have already been paid by Organization, then for reimbursement of same to Organization) related to the purpose of the Grant, as set forth in Exhibit A. None of the City’s Contribution will be used to pay for any expenses of Organization incurred before the start of the Term of Agreement. All work performed or materials provided in excess of the maximum compensation or work performed or materials provided that are deemed ineligible shall be at the Organization’s expense.
3. 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 September 1, 2024, and terminate on June 30, 2026.
The City reserves the right at its sole discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same under any extension of the Agreement.
4. PROPERTY USE RESTRICTIONS
A. Use Restriction.
The Organization must execute the 5-year use agreement, attached hereto as Exhibit H, restricting the use of the property where the Project is located. The Use Agreement shall impose restrictions commencing on the date of the final notice of completion and terminating on the 5th anniversary of the end date of the 3 HomeFirst Sobrato CIP Agreement DRAFT
Grant. The Organization agrees to record this Use Restriction against the property where the Project is located upon written request of City.
The Organization agrees that improvements shall be used for the benefit of lowand moderate-income persons. The Organization agrees to maintain the use in accordance with all applicable CDBG program requirements for the term of this Use Restriction. The Grant Award is conditioned upon the Organization maintaining the CDBG-use for a period not less than ten (10) years.
The Organization hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue CDBG-use during the term of this Use Agreement. If Organization terminates or otherwise suspends the CDBG-use during the ten (10) years of the term of the Use Agreement, the Organization agrees it shall be immediately obligated to refund to the City all the Grant funds awarded unless the City and the Organization otherwise agree in writing. If Organization terminates or otherwise suspends the CDBG Use between the second (2th) and the fifth (5th) years of the Term, Organization agrees it shall be immediately obligated to refund to CITY a pro-rated portion of the Grant Award funds unless the City and the Organization otherwise agree in writing.
B. Promissory Note.
The Organization shall execute a Promissory Note (the “Note”) in a form acceptable to the City for the amount determined in accordance with provision set forth in this Agreement. The Note shall become due and payable:
i. Upon sale of the property located at 1503-1509 Agnew Road, Santa Clara, CA 95054 by the Organization prior to June 30, 2030; or ii. Upon a change in the use of the property by the Organization prior to the end of the Use Restriction Agreement to a use which is not an “eligible activity” under the Acts and Regulations issued by HUD pursuant thereto; or
iii. Upon a default under the Deed of Trust.
The parties expressly agree that no sum shall be due and payable under the Note if, on July 1, 2030, the contingencies set forth as “(i)”, “(ii), and “(iii)” in the preceding paragraph have not occurred. At the end of the Use Restriction Term, the note and any liabilities or obligations, or both, arising therefrom, whether expressed or implied, shall be deemed null and void, and the Note shall be canceled without further act by any party hereto, unless the City has exercised its rights under the Deed of Trust, prior to the end of the Use Restriction. 4 HomeFirst Sobrato CIP Agreement DRAFT
C. Deed of Trust
The Promissory Note shall be secured by a Deed of Trust (the “Deed of Trust), in a form acceptable to the City on the Property that is more fully described in EXHIBIT J, attached hereto, and incorporated herein by reference. If the contingencies set forth in the preceding section do not occur, the City shall record a Full Reconveyance on the Property.
D. Conditions
The use of the property will be in accordance with all applicable City regulations and ordinances, as well as the CDBG national objectives and eligible activity provisions of the Housing and Community Development Acts, further defined in 24 CFR Part 570.200. The specific CDBG National Objective met by this Project is described in EXHIBIT A.
5. SCOPE OF WORK
Organization shall perform the work as specified in detail on EXHIBIT A entitled “Scope of Work and Performance Measures” and shall comply with the terms and conditions of this Agreement.
6. REPROGRAMMING OF FUNDS
Amendments to the terms and conditions of this Agreement shall be requested in writing by the Party desiring such revision, and any such adjustment to this Agreement shall be determined and effective only upon the mutual agreement in writing of the Parties hereto unless the amendments are made by HUD, in which case they will be adopted as ordered.
A. Initiated by City: City may re-channel funds budgeted in one cost category into another cost category of the Program. Before re-channeling funds, the City will give the Organization ten (10) business days written notice of the re-channeling of funds along with a copy of an expenditure review for the Program. City shall make its final determination with respect to the re-channeling of funds only after Organization has been given an opportunity to present its views and recommendations. In no event shall the City be bound to accept Organization's views or recommendations.
B. Initiated by Organization: The City's Program Manager may, at the request of Organization, approve re-channeling of funds from any cost category(ies) to another at any time provided that there is not an increase in the overall Total Budget amount specified in Exhibit B of this Agreement. Approval by the City’s Program Manager of such rechanneling of funds must be in writing. 5 HomeFirst Sobrato CIP Agreement DRAFT
7. PROGRAM COORDINATION
A. CITY: The Housing and Community Services Manager or his/her designee, shall be the Program Manager on behalf of City and shall render overall supervision of the progress and performance of this Agreement by City. All services to be performed by City shall be under the overall direction of the Program Manager.
B. ORGANIZATION: Organization shall assign a single Program Director who shall have overall responsibility for the progress and execution of this Agreement.
Should circumstances or conditions subsequent to the execution of this Agreement require a substitute Program Director, Organization shall notify City immediately of such occurrence. Program Director and Organization staff will fully cooperate with City's Program Manager relating to the Program, areas of concern, and the impact of Program on residents of City.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall be sent to the Parties at the following addresses:
City: Housing and Community Services Division
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
and via email at: [email protected]
Organization: HomeFirst Services of Santa Clara County
507 Valley Way
Milpitas, CA 95035
8. ACCOUNTING AND FINANCIAL RECORDS
Organization shall establish and maintain at all times, on a current basis in connection with the provision of Project, an adequate accounting system in accordance with generally accepted accounting principles and standards and acceptable to Director covering all revenues, costs, and expenditures with respect to Organization’s performance under this Agreement. Organization shall maintain its accounting system and shall provide City with reports that separate costs and expenses incurred by Organization with City funds as distinguished from costs and expenses paid for from other funding sources.
9. REPORTING REQUIREMENTS
Organization shall submit reports related to Organization’s performance under this Agreement prepared in accordance with EXHIBIT A and, to the extent applicable.
The format of the reports shall be as provided in this Agreement unless otherwise directed by the Director. A final report shall be delivered to City prior to expiration of this Agreement, as may be further described in EXHIBIT A. 6 HomeFirst Sobrato CIP Agreement DRAFT
10. RIGHT OF EXAMINATION AND AUDIT AND PRESERVATION OF RECORDS Organization agrees that the City Manager, Auditor, Attorney or the Director, or any of their duly authorized representatives, shall have access to and the right to examine all facilities and activities of Organization related to Organization’s performance of this Agreement, including the right to audit, conduct further financial review, examine and make excerpts or transcripts of all contracts, subcontracts, invoices, payroll records, personnel records, and all other data or financial records relating to matters covered by this Agreement at any time during the term of this Agreement. Organization shall cooperate with City in such audit, examination, further review and shall provide City with access to Organization’s staff and to all relevant records, documents, and data, including but not limited to, management letters, board minutes, and payroll.
11. INSURANCE
Prior to the commencement of any of the activities described in this Agreement and during its entire term, the Organization shall provide and maintain, in full force and effect, the insurance requirements set forth in the attached EXHIBIT C not later than the date of execution of this Agreement All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City as to form and content. These requirements may not be amended or waived unless approved in writing by the Risk Manager. Organization agrees to provide City with a copy of said policies, certificates and/or endorsements upon execution of this Agreement.
12. OBLIGATIONS OF ORGANIZATION
A. Cooperation of Organization. Organization shall:
i. Provide City, prior to the Effective Date of this Agreement, and, at all times during the Agreement period, within thirty (30) days of a change in status of any of the following documents, with:
a. A copy of Articles of Incorporation under the laws of the State of California.
b. A copy of current Bylaws of Organization.
c. Verification and documentation of Internal Revenue Service nonprofit status under Title 26, Section 501(c) of the Internal Revenue Code. d. Verification and documentation of State of California Franchise Tax Board tax exempt status under Section 23701(d), of the California Revenue and Taxation Code.
e. Names and addresses of current Board of Directors of Organization. 7 HomeFirst Sobrato CIP Agreement DRAFT
f. A copy of the adopted personnel policies and procedures including an Affirmative Action Plan if staff exceeds fifteen (15) employees; and, g. An organizational chart and staffing profile.
ii. Report in writing any changes in the Organization 's Articles of Incorporation, Bylaws, tax exempt status and/or Board membership immediately to the City's Program Manager or his/her designee. iii. Maintain no greater than forty nine percent (49%) of the Board of Directors as “interested persons” under this Agreement. For the purposes of this Agreement, “interested persons” means either:
a. Any person currently being compensated by the Organization for services rendered to the Organization within the previous twelve (12) months, whether those services were rendered as a full or part time employee, independent contractor or otherwise, excluding any reasonable compensation to a director as a director; or, b. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-inlaw of any such person. iv. Include on the Board of Directors representation from the broadest possible cross section of the community, including those with expertise and interest in the Organization's services, representatives from community organizations interested in the Organization's services, and users of the Organization's services.
v. Open to the public all meetings of the Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. vi. Keep minutes, approved by the Board of Directors, of all regular and special meetings. (A copy of approved minutes shall be forwarded to the City's Program Manager).
vii. Encourage public participation in planning and implementing services provided under this Agreement.
viii. Comply with 2 CFR § 200.321(b) and the City of Santa Clara Disadvantaged Business Enterprise Program, available from the City’s Program Manager, regarding the use of minority and/or female owned businesses, vendors, suppliers, and contractors to the maximum extent feasible, for items funded under this Agreement.
8 HomeFirst Sobrato CIP Agreement DRAFT
B. Program Performance of Organization. Organization shall:
i. Submit to City performance criteria and schedule of activities describing measurable annual goals and objectives of the Program incorporated in this Agreement as Exhibit A.
ii. Submit to the City, on the prescribed form, a line-item operating budget of the Program to be incorporated in this Agreement as Exhibit B, titled “Budget Summary and Payment Requirements”, attached hereto and incorporated herein by this reference.
iii. Obtain completed intake documents for each City of Santa Clara resident receiving services under this Agreement. Such forms shall be approved by the City and shall be made available for review during the monitoring process.
iv. File reports (on forms approved by City) with the city on the type and number of services rendered to beneficiaries through the operation of the Program. Such reports shall evaluate the way the Program is achieving its objectives and goals according to standards established by City. The reports shall be due within ten (10) business days after the end of each reporting period and shall cover the time immediately preceding the date on which the report is filed.
v. Provide a completed Program evaluation survey from a representative sampling of beneficiaries served. The results of this survey shall be periodically reviewed and approved by the Organization’s Board of Directors. Format of survey documents shall be subject to the approval of the City's Program Manager. Forms shall be held at Organization's administrative offices and shall be made available for review by City during the monitoring process.
vi. Coordinate its services with existing organizations providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services.
vii. Seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. viii. Include an acknowledgement of City support on all appropriate Program publicity and publications using words to the effect that services are funded by the City of Santa Clara. Any Program publicity acknowledging City funding that is produced during the Agreement period shall be reviewed by City prior to any public release.
ix. Organization represents and warrants that it has the authority to enter into this Agreement. Organization further represents and warrants that its 9 HomeFirst Sobrato CIP Agreement DRAFT
signatory to this Agreement is authorized to execute this Agreement on Organization’s behalf.
x. Comply with the City’s Ethical Standards as set forth in EXHIBIT E.
13. OBLIGATIONS OF CITY
A. Monitoring for Compliance with Agreement: Consistent with the applicable sections of 24 CFR §§ 570.501-502 and 2 CFR § 200.328, the city will evaluate the Program based on compliance with the Agreement, semi-annual reports received from Organization, and on-site monitoring of client and service-based data.
B. Method of Payment: City shall reimburse Organization for all allowable costs and expenses incurred in providing the Program during the Agreement period, not to exceed the total sum of EIGHT HUNDRED FORTY-THREE THOUSAND DOLLARS ($843,000).
The City may, at any time and in its absolute discretion, elect to suspend or terminate payment to Organization, in whole or in part, under this Agreement or not to make any particular payment under this Agreement in the event of unsatisfactory performance or noncompliance. Reimbursement shall be initiated quarterly, or other time period approved by the City, upon submission of invoices and appropriate documentation
14. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS City and Organization bind themselves, their successors and assigns to all covenants of this Agreement.
A. The relationship of Organization to City is that of an independent contractor.
Organization has full rights to manage its employees subject to the requirements of the law. All persons employed by Organization in connection with this Agreement shall be employees of Organization and not employees of City in any respect. Organization shall be responsible for all employee benefits, including, but not limited to, statutory worker's compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written City approval.
C. No subcontractor of Organization will be recognized by City as such. All subcontractors are deemed to be employees of Organization, and Organization agrees to be responsible for their performance and any liabilities attaching to their actions or omissions.
D. Organization will monitor any subcontractors to ensure compliance with the terms and conditions of this Agreement and provide records of their compliance as requested.
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E. Organization assures that the subcontractor(s) maintain(s) current licensure and indemnity insurance appropriate for obligations undertaken by subcontractor(s) and provides copies of such to City.
F. Organization will provide City with records of reimbursement to subcontractor(s) for obligations incurred under subcontract.
G. City has the right to refuse reimbursement for obligations incurred under any subcontract that does not comply with the terms of this Agreement.
H. Organization shall “hold-back” a ten percent (10%) retention from invoice submissions from subcontractors. Retention funds shall be paid out to subcontractors after a Notice of Completion has been recorded for at least 35 days, or until all lien releases are received, and all local, federal, and state requirements have been certified and completed.
15. COMPLIANCE WITH LAW
A. Compliance: Organization shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations, and decrees, including, but not limited to, those federal rules and regulations outlined in Exhibit D, titled “Special Grant Conditions”, attached hereto and incorporated herein by this reference.
B. Assurances: Failure Organization, in any manner, to observe and adhere to law as described herein or as amended shall in no way relieve Organization of its responsibility to adhere to same and Organization herein acknowledges this responsibility. Organization shall hold City, its City Council, officers, employees and boards and commissions harmless from Organization's failure(s) to comply with any requirement imposed on Organization by virtue of the utilization of City funds. Organization shall reimburse City for any disallowed costs and/or penalties imposed on City because of Organization's failure to comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees.
16. INTEGRATED DOCUMENT
This Agreement embodies the Agreement between City and Organization and its terms and conditions. No verbal agreements or conversations with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement.
Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.
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17. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Organization agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way Organization receipt of funds pursuant to this Agreement – including claims of any kind by Organization’s employees or persons contracting with Organization to perform any portion of the Scope of Work and Performance Measures as outlined in Exhibit A – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Organization’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employmentrelated claims of any type brought by employees, contractors, subcontractors or other agents of Organization, against City (either alone, or jointly with Organization), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Organization 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, Organization 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 Organization’s responsibilities under the Act.
18. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by City hereunder constitute or be construed to be a waiver by City of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of Organization, and the making of any such payment while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to City or Organization with respect to such breach or default.
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19. TERMINATION
A. In accordance with 2 CFR § 200.338, the City may suspend or terminate this Agreement if the Organization materially fails to comply with any terms of this Agreement, which include, but are not limited to;
i. Organization fails to comply with existing conditions of the Agreement; or, ii. Organization refuses to accept any additional conditions that may be imposed by City or the Federal government; or,
iii. With receipt by City of any information that indicates a failure or deficiency by Organization to comply with any provision of this Agreement or provide unsatisfactory service, the City shall have the right to require corrective action to enforce compliance with such provision; or,
iv. Organization fails to implement required corrective actions in a timely and sufficient fashion.
B. Termination for Convenience: Consistent with the applicable section of 24 CFR § 570.503 and 2 CFR § 200.326, City or Organization may terminate or suspend this Agreement in whole or in part when both Parties agree that the continuation of the Program would not produce beneficial results commensurate with the further expenditure of funds.
C. Upon Suspension or Termination Organization Shall
i. Not incur new obligations and shall cancel as many outstanding obligations as possible; and,
ii. Be paid only for services actually rendered to City to the date of such suspension or termination; provided, however, if this Agreement is suspended or terminated for fault of Organization, City shall be obligated to compensate Organization only for that portion of Organization's services which are of benefit to City; and,
iii. Turn over to City immediately any and all copies of studies, reports and other data, prepared by Organization or its subcontractors, whether or not completed, if any, in connection with this Agreement; such materials shall become property of City. Organization, however, shall not be liable for City's use of incomplete materials or for City's use of complete documents if used for other than the services contemplated by this Agreement; and, iv. Act in accordance with the Closing Out Procedure.
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20. CLOSING OUT PROCEDURE
A. Organization is responsible for City's receipt of final billing by after the completion of the Agreement period. Any amount of the grant remaining unbilled after the applicable date will be reprogrammed by City.
B. City is not liable for any Organization expenses incurred after the Agreement period of this Agreement.
C. Closing Out does not impair the City's right to subsequently require repayment by Organization for disallowed costs or other adjustments, or any other City costs and expenses related to this Agreement or the enforcement thereof.
21. THE CAPTIONS
The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.
22. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed 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 hereunder for any cause whatsoever.
23. SEVERABILITY
In case any one or more of the provisions contained herein 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.
If any part of this Agreement is for any reason found to be unenforceable by a court of competent jurisdiction, all other parts nevertheless remain enforceable. CITY and Organization agree that to the extent that the exclusion of any unenforceable provisions from this Agreement affects the purpose of this Agreement, then the parties shall negotiate an adjustment to this Agreement in order to give full effect to the purpose of this Agreement or either party may terminate this Agreement.
24. NO PLEDGING OF CITY’S CREDIT
Under no circumstances shall Organization have the authority or power to pledge the credit of City or incur any obligation in the name of City. Organization shall save and hold harmless City, its City Council, its officers, employees, and boards and commissions for expenses arising out of this Agreement. 14 HomeFirst Sobrato CIP Agreement DRAFT
25. NO USE OF CITY NAME OR EMBLEM
Organization 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.
26. VENUE
In the event that suit shall be brought by any Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, Santa Clara Division.
27. ORGANIZATION FINANCIAL DISCLOSURE REQUIREMENTS
Organization services to be rendered under the provisions of this Agreement are excluded from the requirement of filing a Financial Disclosure Statement by Title 2, California Code of Regulations, Section 18700 (2)(A) and (B).
28. CONFLICT OF INTEREST
Organization certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Organization and that no person associated with Organization has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Organization 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. Organization will advise City if a conflict arises.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
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
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
a California nonprofit corporation
By: Dated:
Name: Rene Ramirez
Title: Chief Executive Officer
Agency Local Address: 507 Valley Way
Milpitas, CA 95035
Email Address: [email protected]
Telephone: (408) 539-2100
“ORGANIZATION”
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT A
SCOPE OF WORK AND PERFORMANCE REQUIREMENTS
1.01 Purpose of Project
The purpose of the Project is to rehabilitate affordable housing units to benefit low-income tenants. Organization shall implement this Agreement in accordance with applicable provisions of Title I of the Housing and Community Development Act of 1990, as amended, the federal regulations as set forth in 24 CFR Part 570, written interpretations, or requirements by the Department of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto. All these elements shall be collectively called "CDBG".
Scope of Work
The Sobrato Family Living Center (SFLC), an affordable housing community comprised of 51 affordable rental units ranging from two to four-bedroom apartments in 11 two story buildings, serving 174 people. The Project involves a comprehensive rehabilitation of approximately eight (8) units.
Phase 1: General rehabilitation (e.g., kitchen and bath renovation with modern appliances, new flooring, light fixtures, sinks, cabinets, countertops, etc.). Additionally, the project will rehabilitate two units to be ADA accessible and retrofit existing ADA units to current code standards such as front knobs on appliances, grab bars in the bathrooms and roll-in showers.
Phase 2: Replacement of approximately 100 windows. Due to the age of the complex, the windows are leaking through poorly sealed frames which results in condensation and mildew.
1.02 Location of Project
Unless otherwise indicated, the Project specified below will be offered at the following location:
Site Name Site Address
Sobrato Family Living Center Main: 1509 Agnew Road,
Santa Clara, CA 95054
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1.03 Project National Objective and Eligibility
All activities funded with CDBG funds must meet one of the CDBG program’s National Objectives: Low/Mod Housing Benefit for low- and moderate-income persons, as defined in 24 CFR § 570.208(a)(3).
1.04 HUD Objectives and HUD Outcomes
The Organization certifies that the Project carried out under this Agreement will meet the Outcome Goal in the Consolidated Plan of Create Suitable Living Environments through the Rehabilitation of Affordable Rental Units. The beneficiaries are low and moderate-income households.
Matrix Code 14B- Rehab; Multi-Unit Residential
National Objective Low to Moderate Household
Accomplishment type Housing Unit
HUD Objective Affordable Housing
HUD Outcome Create Suitable Living Environments
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1.05 Project Timeline.
The timeline below constitutes the measurable goals by which Project performance will be evaluated. Activities are identified for each type of Project Identify target dates (month/year) for all items that apply to the Project. If an activity is already completed, write the date (month/year) that it was completed.
Work Phase Completion
Date
Spending
Projection
Pre-Development Phase.
Complete Environmental Review process 08/01/24
Complete/submit the draft of Design and Architecture
Drawing Plan and Project Specifications to City for
review and approval
08/15/24
Modify Project Specifications for Bid Package 08/30/24
Prepare Bid Package for construction 09/15/24
Provide the Prevailing Wage Decision for bid package 09/15/24 Advertise for Bid Opening in newspapers (at least 21
days before bid opening)
09/30/24 $2,000
Pre-Bid Conference or Walk-Thru (Not Mandatory) 10/10/24 Bid opening 10/30/24
Select the Bidder 11/20/24 $30,000
Constructions Phase.
Complete/Sign Construction Contract (AIA Contract) 12/20/24 Pre-Const. meeting (Mandatory for parties involved) 12/20/24 Issue Notice to Award/Proceed 12/20/24
Obtain necessary permits 02/01/25 $25,000
Order materials 02/28/25 $28,000
Complete approximately 25% of project 04/30/25 $200,000 Complete approximately 50% of project 08/31/25 $200,000 Complete approximately 75% of project 12/01/25 $200,000 Issue and Record the Notice of Completion, have
permits signed off, and submission of final invoice
02/28/26 $158,000
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1.06 Project Implementation.
Organization shall have full responsibility to procure and to monitor the performance of contractors and subcontractors hired, with technical assistance provided by the City as needed, subject to the following requirements:
1) Organization or Organization’s representative shall describe its method of procuring contractors. This procurement plan shall be subject to written approval by City.
2) Organization shall prepare a scope of work, describing the various development and construction activities to be undertaken. This scope of work shall be approved, in writing, by City, before any financial commitments to contractors are entered into by Organization. 3) Organization shall develop bid/proposal documents for all contractors.
These documents shall be approved by the City, in writing, prior to public release.
4) Organization shall obtain required permits and plan approvals before undertaking any construction work.
5) The City shall comply with state prevailing wage reporting requirements.
Contractors and subcontractors shall be registered with the Department of Industrial Relations (DIR) prior to submitting any bid documents.
1.07 Reporting Requirements.
On a format prescribed by the City, the Organization must submit the following reports:
1) Semi-Project Status Reports. At the end of the 2nd and 4th quarters, Organization shall provide the Project Status Report to the Housing and Community Services Division an updated Project status until the Project completes.
2) Reporting Schedule. All required reports shall be submitted to the no later than fifteen (15) calendar days after the end of the second quarter and no later than fifteen (15) calendar days after the end of the fourth quarter.
3) Annual Report. At the end of each fiscal year during the 5-year use period, Organization shall submit an Annual Report that certifies clients benefiting from services provided on site continue to be Low- and Moderate-Income persons.
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4) Unduplicated Participants. For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as households that receive assistance by this project at least once a year but who may not be counted more than once in that year. Organization shall retain records documenting eligibility. Such records shall include family size, total household income, head of household gender, race, ethnic and disability data.
Year 1 Year 2 Year 3 Year 4 Year 5
Total Client served after project
completion
51 51 51 51 51
1.08 Cost Reimbursement.
Project will be reimbursed based upon the percentage of work completed on approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and in manner prescribed by the City under provisions as set forth in EXHIBIT B, entitled “Budget Summary and Payments Requirements”.
1.09 Final Payment/Close-Out Project Requirements
Organization will ensure that the following documentation is provided to the City in a timely manner:
1) Closeout Construction Certificate of Occupancy Closeout Construction 2) Closeout Construction Photos & Brief Description
3) Unconditional Lien Releases for Final Payment from the General Contractor and all the Sub-Contractor(s)
4) Recorded of Notice of Completion Report
5) Final Progress Report: (The report shall include a summary of progress toward the achievement, a list of significant results (positive or negative).
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT B
BUDGET SUMMARY AND PAYMENT REQUIREMENTS
1.01 Budget Summary.
BUDGET CATERGORY CDBG
Request
Other
Funds
Total
Project
Cost
Predevelopment Costs
Environmental Review Assessment N/A
Planning Design, or Architectures Costs 51,000
Permits Fees 15,000
Construction Manager costs 17,000
Admin costs 78,000
SUBTOTAL $122,000
Construction Costs
Construction Materials Costs 420,000
Bolt-in Fixtures Costs 20,000
General Construction Costs 265,000
Landscaping Costs N/A
Site Improvements
Plumbing, N/A
Electrical N/A
SUBTOTAL $693,000
Admin & Project Delivery Costs
Addendum 1 – Tenant Relocation 28,000
Addendum 2
Addendum 3
SUBTOTAL $28,000
TOTAL PROJECT COSTS $843,000 $51,000 $894,000
*Attach one-page listing construction components included in the Primary Construction and/or elements included in the Other Construction category (physical improvement projects only).
**Federally funded projects must meet all ADA requirements.
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1.02 Payments Process.
1) City agrees to reimburse Organization for the expenses incurred as set forth in this Agreement in an amount of money not to exceed the amount set forth in this Agreement. Such sum shall be expended and paid by City to Organization on a reimbursement basis for expenses actually incurred and paid by Organization during the term of this Agreement for the cost categories appearing in EXHIBIT B, as described in subsection B below.
2) Payments to Organization shall be made within thirty (30) days of:
a. Receipt by City of statement or statements in a form approved by City specifying in detail the costs incurred by and paid by Organization during the month for which payment is requested; and,
b. Documents evidencing these costs, including but not limited to, paid invoices,’ and the determination by City, in its sole discretion, that expenses for which Organization seeks reimbursement can properly be paid under this Agreement and such statement(s) and supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by Organization. In making such determination, City may, but need not, rely upon the certification by Organization that the items appearing on said statement and supporting documents are eligible items for reimbursement under this Agreement. Such determination by City shall in no way constitute a waiver by City of its right to recover from Organization the amount of money paid to
Organization on any items which is not eligible for payment under this Agreement.
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Organization’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Organization shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Organization; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Organization to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
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B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Organization and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Organization included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Organization or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Organization’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Organization shall contain language or be endorsed to contain wording making it primary C-3
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insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Organization’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Organization and City agree as follows:
1. Organization agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Organization, provide the same minimum insurance coverage required of Organization, except as with respect to limits. Organization agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Organization agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Organization agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Organization for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
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3. The City reserves the right to withhold payments from the Organization in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Organization, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Organization shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Organization or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Organization shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara [Housing & Community Services]
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Organization shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT D
SPECIAL GRANT CONDITIONS
The Organization, its contractors and subrecipients shall comply with the policies, guidelines and requirements of OMB Uniform guidance at 2 CFR Part 200 the Uniform Administrative requirements, as well as all state laws, regulations and department guidelines applicable to the activities set forth.
SECTION 1 GENERAL GRANT CONDITIONS
1.01 Definitions. As used herein, “HUD” means United States Department of Housing and Urban Development. “Project Area” for the purposes of this EXHIBIT D means the City of Santa Clara.
1.02 Compliance with Applicable Federal Regulations. Organization agrees to comply with the requirements of Title 24 CFR Part 570, including subpart K of these regulations, except that (1) the Organization does not assume the City’s environmental responsibilities described in 24 CFR § 570.604; and (2) the Organization does not assume the City’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Organization also agrees to comply with all other applicable Federal, state and local laws, regulations and policies governing the funds provided under this Agreement. The Organization further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
1.03 Applicable Federal Civil Rights Laws and Executive Orders. In providing the services and work set forth in this Agreement, Organization will carry out its work in a manner that will permit full compliance by City and strict adherence by Organization with the following:
a. Title VI of the Civil Rights Act of 1964, which provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance; and b. The Housing and Community Development Acts of 1974 and 1977, as amended, which provide that no person in the United States shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available pursuant to said acts; and
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c. Title VIII of the Civil Rights Act of 1968 (The Fair Housing Act) which prohibits discrimination in the sale, rental, and financing of housing and the provision of brokerage services because of race, color, religion, sex, sexual orientation, actual or perceived gender identity, national origin, handicap, or familial status; and
d. Executive Order 11063, as amended by Executive Order 12259, which provides for equal opportunity in housing and related facilities provided by federal financial assistance. This order and its implementing regulations require the Department of Housing and Urban Development to take all actions necessary to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental or other disposition of residential property assisted with Federal loans, advances, grants or contributions; and
e. Executive Order 11246, (as amended by Executive Orders 11375 and 12086 and further amendments) Equal Opportunity Under HUD Contracts and HUDassisted Construction Contracts, which requires that City and Organization, and their respective subcontractors, agree not to discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, or national origin; and
f. Section 3 of the Housing and Community Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons (12 U.S.C. 1701u), requires that, to the greatest extent feasible on projects financed by HUD, a subrecipient must:
i. Provide opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project, are given to persons residing in the Santa Clara metropolitan area with household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to residents within the service area of the Project or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and
ii. Award contracts for work undertaken in connection with housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for persons residing within the metropolitan area in which the CDBG-funded D-3
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Project is located and have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to business concerns that provide economic opportunities to residents within the service area or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and
iii. Self-certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low-income persons when an award of $100,000 or more of HUD funding is provided for housing rehabilitation, housing construction, or other public construction projects, and/or $100,000 or more to subcontractors: and
iv. At a minimum, provide documentation on federal compliance, reporting and outreach efforts; and
g. Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published which specify that no otherwise qualified individual shall, solely by reason of his or her handicap, be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance; and
h. The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and implementing regulations when published for effect which provides that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving Federal assistance; and
i. Presidential Executive Order 13166 (“Improving Access to Services for Persons with Limited English Proficiency”), and
j. The requirements relating to Minority-Owned and Women-Owned Business Enterprises set forth in Executive Order No. 11625 of October 13, 1971, 36 Fed. Reg. 19967, as amended by Executive Order No. 12007 of August 22, 1977, 42 Fed. Reg. 42839; and Executive Order No. 12432 of July 14, 1983, 48 Fed. Reg., 32551; and Executive Order No. 12138 of May 18, 1979, 44 Fed. Reg. 29637, a subrecipient must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the subrecipient or subcontractor exceeds $10,000 and when the subrecipient or subcontractor is a for-profit organization/ business; and D-4
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k. The Uniform Federal Accessibility Standards set forth in 24 CFR Part 40, Appendix A; and
l. Americans with Disabilities Act of 1990 (ADA), which prohibits discrimination on the basis of disability in employment and in public accommodations and commercial facilities and defines the range of conditions that qualify as disabilities, and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. It further provides that discrimination includes a failure to design and construct facilities for first occupancy no later than January 26, 1993, that are readily accessible to and usable by individuals with disabilities. Further the ADA requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities where such removal is readily achievable – that is easily accomplishable and able to be carried out without much difficulty or expense; and,
m. The provisions of 24 CFR Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any grantee or sub during any period of debarment, suspension, or placement in ineligibility status; and, n. Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846 and implementing regulations at 24 CFR Part 35; and,
o. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq.) This law provides that any grant under section 106 shall be made only if the City certifies to the satisfaction of the Secretary of HUD that the Organization will, among other things, affirmatively further fair housing; and,
p. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq., particularly 42 U.S.C. 6101 ets. seq., and 29 U.S.C. 794) and further amendments, which mandates that no person on the grounds of race, color, national origin, sex, sexual orientation, actual or perceived gender identity, age or religion shall be excluded from participation, denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with CDBG funds; and, q. Architectural Barriers Act of 1968 requires that federally funded buildings and other facilities, as defined in 24 CFR § 40.2 and 40 CFR § 101-19.602(2), to be designed, constructed, or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people; and, r. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).
Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must D-5
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include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence; and, s. Uniform Accessibility Standard, at 24 CFR Part 40, Appendix A, as the relate to substantial rehabilitation or conversion; and,
t. Procurement of Recovered Materials: See 2 CFR 200.322.
1.04 Relocation and Real Property Acquisition. Organization shall comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA) and 24 CFR § 570.606(b); and (b) the requirements of 24 CFR §570.606(c) governing the Residential Anti-displacement and Relocation Assistance Plan (Plan) under section 104(d) of the HCD Act. Under the URA and the Plan, the subrecipient must provide relocation assistance to persons (families, individuals, businesses, non-profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBGassisted project. All property occupants must be issued certain notices on a timely basis. The Plan also required the one-for-one replacement of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG-assisted project. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement.
1.05 Political Reform Act. Organization shall comply with the applicable provisions of the Political Reform Act of 1974, as amended, relating to conflicts of interest (codified at California Government Code Section 87000, et seq.) Organization will promptly advise City of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest.
1.06 Flood Disaster Protection. Notwithstanding any other provision of this Agreement, Organization shall comply with the Flood Disaster Protection Act of 1973, as amended (P.L. 93-234), and the standards issued thereto. No portion of the moneys to be paid to Organization pursuant to this Agreement shall be used for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of HUD as having special flood hazards which is located in an area not in compliance with the requirements for participation D-6
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in the National Flood Insurance Program pursuant to Section 201(d) of said Act; and the use of any of said moneys for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act.
Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary of HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001, et seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Protection Act of 1973, as amended. Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement.
1.07 Equal Employment Opportunity. In providing the work and services herein specified, Organization shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.
Organization shall take action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Organization shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or the City setting forth the provisions of this nondiscrimination clause. Organization shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. Organization shall incorporate the foregoing requirements of this paragraph 1.07 in all of its contracts for program work, and will require all of its contractors for such work to incorporate such requirements in all subcontracts for program work.
1.08 Prohibition of and Elimination of Lead-Based Paint Hazard. Notwithstanding any other provision, Organization agrees to comply with the regulations issued by the Secretary of HUD set forth in 24 CFR § 570.608 and all applicable rules and orders issued thereunder which prohibit the use of lead-based paint in residential structures undergoing federally assisted construction or rehabilitation and require the elimination of lead-based paint hazards. Every contract or subcontract, including painting, pursuant to which such federally assisted construction or D-7
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rehabilitation is performed, shall include appropriate provisions prohibiting the use of lead-based paint.
1.09 Compliance With Clean Air and Water Acts. This Agreement is subject to 42 U.S.C. 1857, et seq., and 33 U.S.C. 1251 et seq., and the regulations issued pursuant thereto. Therefore, Organization agrees as follows:
a. Organization stipulates that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR § 15.20; and,
b. Organization agrees to comply with all the requirements of Section 114 of the Clean Air Act, as amended, (42 U.S.C. 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended, (33 U.S.C. 1318) relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Sections 114 and 308, and all regulations and guidelines issued thereunder; and,
c. Organization stipulates that as a condition for the award of the contract prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; and,
d. Organization agrees that criteria and requirements in subparagraphs (a) through (d) of this section 1.09 will be included in every non-exempt subcontract and Organization shall take such action as the City or HUD requires as a means of enforcing such provisions.
In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act.
1.10 Federal Labor Standards (i.e., Davis Bacon Act) Provisions. Except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) families, Organization and all subrecipients engaged under contracts in excess of Two Thousand Dollars ($2,000) for the construction, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of D-8
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Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
Organization shall not award any contract or subcontract which is otherwise in compliance with this Agreement to any person or subcontractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract.
1.11 Build America Buy America (BABA). BABA requires any “infrastructure project” funded by any “Federal Financial Assistance” to apply a domestic content procurement preference, meaning that all iron, steel, manufactured products, and construction material used in the infrastructure project to have been produced in the United States, unless the awarding agency has issued a waiver for this requirement. According to 2 CFR 184.4(d), “buildings and real property” are considered “infrastructure”.
1.12 Nondiscrimination Under Title VI of the Civil Rights Act of 1964. Organization under this Agreement shall be subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, Organization shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in the use of occupancy of such land or any improvements erected or to be erected thereon, and providing that Organization and the United States are beneficiaries of and entitled to enforce such covenant. Organization, in providing the services and work it is to provide, pursuant to this Agreement, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate.
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1.13 Interest of Certain Federal Officials. No member of, or Delegate to, the Congress of the United States, and no Resident Commissioner, shall be admitted to any share or part of this Agreement or to any benefit arising from same.
1.14 Conflict of Interest. Under 24 CFR Part 570.66, no officer, employee or agent of City or Organization who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by Organization pursuant to this Agreement, during such officer's, employee's or agent's tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
Organization shall incorporate or cause to be incorporated in every contract required to be in writing a provision prohibiting such interest pursuant to the purposes of this section.
1.15 Prohibition Against Payments of Bonuses or Commissions. The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of the Housing and Community Development Acts of 1974 or 1977, or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs.
1.16 Copyrights. If this Agreement results in a book or other copyrightable material, the author is free to copyright the work, but HUD reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted.
1.17 Patents. Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to City and HUD for determination by HUD as to whether patent protection on such invention or discovery will be sought and how the rights in the invention or discovery, including the rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest.
1.18 Political Activity.
a. Partisan Activity Prohibited. No funds provided in this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall they be used to provide services, or for the employment or assignment of personnel in a manner supporting or resulting in the identification of programs conducted pursuant to this Agreement with the following: (1) any partisan or nonpartisan political activity or any other political activity associated with a candidate, or contending D-10
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faction or group, in an election for public or party office; (2) any activity to provide voters or prospective voters with transportation to the polls or similar assistance in connection with any such election; or (3) any voter registration activity.
Participants employed in the administration of the CDBG Plan and/or Program, and participants whose principal employment is in connection with an activity financed by the CDBG Program or its proceeds are subject to limitation on political activities under the Hatch Act (5 U.S.C. 1502(a), 18 U.S.C. 595). All participants may take part in non-partisan activities outside working hours
b. Lobbying Prohibited.
i. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Organization, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Organization shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
iii. The Organization shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
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1.19 Guidelines on Church-Related Activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds pursuant to Title I of the Housing and Community Development Act of 1974, as amended, the Organization agrees that, in connection with the public services performed under this Agreement:
a. It will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion;
b. It will not discriminate against any persons applying for public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; and,
c. It will provide no inherently religious activities, such as worship, religious instruction, or religious proselytizing, as part of the programs or services funded under this Agreement and will only conduct such activities in a separate time or place; and,
d. It will exert no other religious influence in the provision of public services and participation in religious activities by any beneficiaries of those services shall be voluntary; and,
e. The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Organization and in which the public services are to be provided, provided that, minor repairs may be made if such repairs (1) are directly in a structure used exclusively for nonreligious purposes, and (2) constitute in dollar terms only a minor portion of expenditure for the public services.
f. Construction or Rehabilitation of Facilities. Block grant fund recipients shall not use any funds to construct, rehabilitate, maintain, or restore religious structures (including those which may be historic properties) currently used for religious purposes. Block grant funds shall not be used to construct, rehabilitate, maintain, or restore structures or other real property owned by “pervasively sectarian” organizations. Block grant funds shall not be used to assist a religious organization in acquiring property. These prohibitions apply whether or not the property is used for religious services or instruction or is used in any other way for religious activities.
g. Public Services. Block grant funds may be used for the provision of public services under the following conditions:
i. The public services provided are exclusively non-religious in nature and scope; and,
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ii. There are no religious services, proselytizing, instruction, or any other religious influences in connection with the public services; and, iii. There is no religious discrimination in terms of employment or benefits under the public services; and,
iv. The CDBG funds may be used only for the provision of public services and not for the construction, rehabilitation or restoration of any facility owned by the religious organization where the services are to be provided. A narrow exception to this prohibition is that minor repairs may be made where such repairs (a) are directly related to the public services, (b) are located in a structure used exclusively for nonreligious purposes, and (c) constitute in dollar terms a minor portion of the CDBG expenditure for the public services.
1.20 Resident Aliens. (24 CFR § 570.613) Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for the benefits under covered activities funded by the CDBG Program. “Covered activities” are activities meeting the requirements of 24 CFR § 570.208(a) that either (1) have income eligibility requirements limiting benefits exclusively to low- and moderate-income persons, or (2) are targeted geographically or otherwise to primarily benefit low- and moderate-income persons (except for activities that benefit the public at large), and provide benefits on the basis of an application.
1.21 Environmental Requirements. (24 CFR § 470.604) Organization is not allowed to incur program expenses until the City has performed an environmental review of the proposed activities, received the release of funds, and provided the Organization with formal clearance to initiate them, along with directives for any action necessary to mitigate negative environmental impacts (24 CFR Part 58).
1.22 Historic Preservation. Organization shall not violate provisions of the Historic Preservation Act and related laws and Executive Orders. Before any commitments are made to make any physical improvements or alterations or demolition of any building, Organization shall receive assurances from the City that the Organization is in compliance.
1.23 If Organization receives State or City funds, Organization shall, in the use of those State or City funds adhere to the applicable Federal laws, regulations, policies, guidelines or requirements, herein specified, only insofar as adherence thereto would not be prohibited by valid City or State laws, regulations, policies, guidelines or requirements.
SECTION 2. FINANCIAL OBLIGATIONS OF ORGANIZATION
2.01 Fiscal Responsibilities of Organization. Organization agrees to comply with 2 CFR §200.49 and agrees to adhere to the accounting principles and procedures D-13
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required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. Organization shall:
a. Appoint and submit to City, the name of a fiscal agent who shall be responsible for the financial and accounting activities of the Organization, including the receipt and disbursement of Organization funds. b. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of City. c. Document all costs by maintaining complete and accurate records of all financial transactions, including but not limited to contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements and/or other official documentation evidencing in proper detail the nature and propriety of all charges.
d. Submit to the City, within ten (10) working days of the end of the preceding month, requests for reimbursement, together with documentation required by City.
e. Perform an independent fiscal audit annually in conformance with the generally accepted standard accounting principles. Such audits must identify the total funds received and disbursed, and funds granted and expended relating to this Agreement, in a form sufficient to identify, track, and correlate such funds. The Costs for such audits shall be at Organization’s expense, unless otherwise provided for in this Agreement. Copies of the completed audits must be provided to the City.
f. Be liable for repayment of disallowed costs. Disallowed costs may be identified by the City through audits, monitoring, or other sources.
Organization shall be afforded the opportunity to respond to any adverse findings, which may lead to disallowed costs. The City shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200. g. Administer all programs in conformance with 2 CFR Part 200 Subpart E, Cost Principles. These principles shall be applied for all costs incurred whether charged in a direct or indirect basis.
h. If indirect costs are charged, the Organization will develop an indirect cost allocation plan for determining the appropriate Organization’s share of administrative costs and shall submit such plan to the City for approval. i. Certify insurability subject to City approval as outlined in EXHIBIT C entitled “INSURANCE”.
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j. Submit to HUD or City at such times and in such forms as HUD or City may require, such statements, records, reports, data, and information pertaining to matters covered by this Agreement.
k. Submit for approval by the City any lease agreement either contemplated or in effect, which would be funded under this Agreement.
2.02 Records, Reports and Audits of Organization. Organization shall comply with all applicable federal Uniform Administrative Requirements as delineated in 24 CFR § 570.502:
a. Establishment and Maintenance of Records. Organization shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly:
i. All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred to perform this Agreement, and ii. All other matters covered by this Agreement. Such records shall be maintained in accordance with requirements now or hereafter prescribed by the City.
b. Preservation of Records. Organization shall preserve and make available its records:
i. For the period of five (5) years from the date of final payment to Organization under this Agreement; or,
ii. For such longer period, if any, as may be required by applicable law; or,
iii. If this Agreement is completely or partially terminated, for a period of five (5) years from the date of any resulting final settlement. c. Records to be Maintained. The subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:
i. Records providing a full description of each activity undertaken; and, ii. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG Program; and,
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iv. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; and,
v. Records documenting compliance with the fair housing and equal opportunity components of the CDBG Program; and,
vi. Financial records as required by 24 CFR § 570.502 and 2 CFR Part 200; and,
vii. Other records necessary to document compliance with Subpart K of 24 CFR Part 570.
d. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary, Organization agrees that HUD and/or City, and/or any of their respective authorized representatives shall:
i. For a period of five (5) years after final payment under this Agreement; or,
ii. For such longer period as may be required by applicable law; or, iii. If this Agreement is completely or partially terminated, for a period of five (5) years from date of any resulting settlement; or iv. Have access to and the right to examine its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. Organization also agrees that HUD and/or City, or any of their respective authorized representatives shall have the right to audit, examine, and make excerpts or transcripts of and from such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials, and all other data relating to matters covered by this Agreement. Notwithstanding anything in this Agreement to the contrary for monitoring purposes, City shall not require access to any information of Organization mutually determined by the parties hereto to be proprietary. e. Audits. 2 CFR § 200.500 sets forth standards for obtaining consistency and uniformity among Federal agencies for the audit of non-Federal entities expending Federal awards.
i. Funds may be set aside in Organization’s budget in an amount equal to City’s fair share of Organization’s cost of an independent audit, if D-16
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required, with prior approval from City. A separate line item will be established.
ii. Organization shall enter into an agreement with an independent public accountant certified to practice in the State of California no later than sixty (60) days before the end of this Agreement calling for an audit to be done for the entire year. The audit must be in conformance with the applicable funding source.
iii. The audit must be completed and sent to the City’s Department of Housing staff within one hundred fifty (150) days from the end of Organization’s fiscal year.
iv. Audit Standards. The independent fiscal audit shall conform to generally accepted governmental auditing principles. Such audits shall identify the funds received and disbursed under this Agreement and include the following components:
(a) Balance Sheet or Statement of Financial Position;
(b) Statement of Support, Revenue, and Expenses and Changes in Fund Balances or Statement Activities;
(c) Statement of Functional Expenses;
(d) Statement of Auditor’s Report;
(e) Communication of Internal Control Related Matters Identified in an Audit (Management Letter) from Auditor;
(f) Organization shall also submit to the agency a written management response to the findings of the Internal Control Matters.
f. Single Audits. 2 CFR § 200.501 states that Organizations that expend $750,000 or more of Federal financial assistance in a fiscal year (in aggregate, from all funding sources), in addition to conducting normal financial audit procedures, the Organization’s independent public accountant certified to practice in the State of California shall perform tests to ascertain that:
i. Expenditures submitted for reimbursement are allowable under 2 CFR Part 200; and,
ii. Expenditures are in compliance with the grant agreements between the City and Organization; and,
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iii. Applicable laws and regulations. Further, the independent public accountant certified to practice in the State of California shall render an opinion as to whether the Expenditures complied with the Single Audit Act of 1984 and Appendix XI to 2 CFR Part 200 — Compliance Supplement;
iv. The single audit must include the following components:
(a) Balance Sheet or Statement of Financial Position;
(b) Statement of Support, Revenue and Expenses and Changes in Fund Balances or Statement Activities;
(c) Statement of Functional Expenses
(d) Schedule of Expenditures of Federal Awards;
(e) Independent Auditor’s Report on the Financial Statement and Schedule of Expenditures of Federal Awards;
(f) Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters;
(g) Auditor’s Report on Compliance with Requirements Applicable to Major Programs and on Internal Control over Compliance; (h) Schedule of Findings and Questioned Costs;
(i) Summary of Schedule of Prior Audit Findings;
(j) Corrective Action Plan;
(k) Data Collection Form.
g. Organization’s independent public accountant, certified to practice in the State of California, shall perform reviews of Organization internal control systems and Organization’s compliance with applicable laws, regulations and requirements of this Agreement.
The independent public accountant shall issue a report on the financial statements and the Schedule of Governmental Financial Assistance, a report on the study and evaluation of internal controls and a report on Organization compliance. The three reports may be bound into a single report or presented at the same time as separate documents.
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h. Should Organization not enter into an agreement with an independent public accountant certified to practice in the State of California, or should an audit not be done on a timely basis, City, at its sole discretion, may enter into an agreement with an independent public accountant certified to practice in the State of California to perform the audit.
i. City Audits. City may perform an independent audit. Such audits may cover program as well as fiscal matters. Organization will be afforded an opportunity to respond to any audit findings and have the responses included in the final audit report. Costs of such audits will be borne by City. j. Disallowed Costs. Organization is liable for repayment of disallowed costs as determined by City, in its sole discretion, and/or HUD. Disallowed costs may be identified through audits, monitoring or other sources. Organization shall be afforded the opportunity to respond to any adverse findings which may lead to disallowed costs. Director shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200 and applicable HUD regulations.
SECTION 3. OTHER REQUIREMENTS OF GRANTEE
3.01 Client Data. The Organization shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.
3.02 Disclosure. The Organization understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the Organization’s or subrecipient’s responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.
To the extent allowed under law, City agrees to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Agreement or their immediate families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement, and then only to persons having responsibilities under the Agreement, including those furnishing services under the Program through subcontracts.
3.03 Close-outs. The subrecipient’s obligation to the City shall not end until all closeout requirements are completed pursuant to 24 CFR § 570.509. Activities during this close-out period shall include, but are not limited to: making final payments, D-19
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disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records.
Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the subrecipient has control over CDBG funds, including program income.
3.04 Program Income. The Organization shall report all program income (as defined at 24 CFR § 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by the subrecipient shall comply with the requirements set forth at 24 CFR § 570.504. By way of further limitations, the subrecipient may use such income during the contract period for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the City at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City.
3.05 Indirect Costs. If indirect costs are charged, the Organization will develop an indirect cost allocation plan for determining the appropriate Organization’s share of administrative costs and shall submit such plan to the City for approval, in a form specified by the City.
3.06 Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR Part 200 and 24 CFR §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:
a. The subrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
b. Real property under the subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR § 570.208 until ten (10) years after expiration of this Agreement or such longer period of time as the City deems appropriate. If the Organization fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the subrecipient shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City. The subrecipient may retain real property acquired or improved under this Agreement after the expiration of the ten-year period or such longer period of time as the City deems appropriate.
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c. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the subrecipient for activities under this Agreement shall be (a) transferred to the City for the CDBG Program or (b) retained after compensating the City an amount equal to the current fair market value of the equipment less the percentage of nonCDBG funds used to acquire the equipment.
3.07 Hatch Act. The Organization agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
3.08 HMIS Participation. All agencies providing homeless services in receipt of funding from the City’s CDBG Program are required to fully participate in the Homeless Management Information System (“HMIS”) and work closely with the County of Santa Clara Office of Supportive Housing (“CSC OSH”), to ensure the agency has the mechanisms and staffing in place to use the system appropriately and in a timely manner. Funded agencies are required to collect demographic information on all clients served by the funded projects, the services provided, and consent to release the information to CSC OSH and the City’s Housing and Community Services Division.
Funded projects must utilize all appropriate aspects of HMIS in order to generate the statistical information required for reporting to the City on all universal and program level elements of the HUD Data Standards. These statistical reports must be generated directly out of HMIS. No adjustments to the HMIS reports will be accepted and it is therefore incumbent on the agency to ensure that the information they put into HMIS is accurate and up to date. City will measure performance and outcomes relating to these funded projects through the use of the HMIS statistical data, based on the HUD data elements, or other reporting requirements as determined by the City. The City will request from the HMIS Administrator, acknowledgement of the recipient agencies’ certificate of compliance with HUD privacy and security standards, acknowledgement of use of the Shelter Point program, and statistics on the percentage of Universal and Top Level Program data captured.
3.09 Language Access Plan (LAP). Organization shall fully implement and comply with the Language Access Plan (“LAP”) as approved by City to ensure that limited English proficient clients have equal access to community programs and services.
3.10 Organization shall include in all outreach and marketing materials, including public websites, an affirmative statement that it will provide services or benefits to all persons, race, sex, color, age, religion, actual or perceived gender identity, sexual orientation, disability, ethnic or national origin, or familial status.
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT E
ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO
AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA, AND
AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
1.01 Ethical Standards For Contractors.
Termination of Agreement for Certain Acts.
A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation.
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a city contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.
1For purposes of this Agreement, the word “Consultant” (whether a person or a legal entity) also refers to “Contractor” and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.
2For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.
3As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.
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2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual’s performance of duties for or on behalf of the Contractor, with the Contractor’s knowledge, approval or acquiescence, the Contractor’s acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.
B. The city may also terminate this Agreement in the event any one or more of the following occurs:
1. The City determines that Contractor no longer has the financial capability4 or business experience5to perform the terms of, or operate under, this Agreement; or,
2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor’s failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.
C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City’s action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal. The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor. 5Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.
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AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled “Ethical Standards” set forth in Exhibit E. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of “Contractor” contained in Ethical Standards at footnote 1.
Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said “Contractor” category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.
The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
a California non-profit corporation
By:
Signature of Authorized Person or Representative
Name: Rene Ramirez
Title: Chief Executive Officer
ORGANIZATION
NOTARY’S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public’s acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity’s complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT F
GUIDELINES FOR MINORITY-OWNED AND WOMEN-OWNED
BUSINESS ENTERPRISES (MBE/WBE)
Section 281 of the National Affordable Housing Act requires each contractor to prescribe procedures to establish and oversee a minority outreach program for the receipt of all federal housing and community development funds including CDBG, HOME, HOPWA, ESG, Section 108, and BEDI grants.
The program shall include minority and women-owned businesses in all contracting activities entered into by the contractor to facilitate the provision of affordable housing authorized under this Act or any other federal housing law applicable to such jurisdiction.
Definitions:
The City: The primary Organization of federal housing and community development funds is the City of Santa Clara.
Developer/Contractor/ Subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carry out the work, service, or project specified in connection with receiving a federal HUD grant.
Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subrecipient general contract.
Minority-Owned Business Enterprise (MBE): Business primarily (51%) owned, operated, and controlled by one or more members of the following race/ethnicity: Pacific Islander, American Native, African American/Black, American Indian/Alaskan Native, Hawaiian/Pacific Islander, Asian, or Hispanic. Women-Owned Business Enterprise (WBE): Primarily (51%) owned by one or more females.
Required Program Participants’ Responsibility:
1 The City will ensure that when soliciting bids for service, construction, or maintaining “contractor lists” for developers/contractor/ subrecipient, the City will use the outreach provisions described under “Outreach Criteria.” 2 The City will require its developers/contractors/ subrecipient to carry out the provisions of MBE/WBE when soliciting bids of subcontractors.
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Applicability:
When the City makes a grant to a developer/contractor/ subrecipient for services or construction.
When a developer/contractor/subrecipient’s subcontracts for services or construction.
When the grant received by the developer/contractor/ subrecipient, or subcontractor exceeds $10,000.
When the developer/contractor/ subrecipients or subcontractor is a for-profit organization/business, or a nonprofit hire a for-profit subcontractor.
Steps to Meeting the Reporting Requirements:
1. If applicable, each developer/contractor/ subrecipient will need to self-certify to the city whether it is an MBE/WBE. A form will be provided to each agency awarded funds and reported annually by the developer/contractor/ subrecipients.
2. Each developer/contractor/ subrecipient will ensure that every subcontractor also self-certifies whether it is a MBE/WBE and this information is reported annually.
3. The city will follow the guidelines for “Outreach” when soliciting bids for developer/contractor/ subrecipient.
4. Each developer/contractor/ subrecipient will follow the guidelines for “Outreach” when soliciting bids for subcontractors and will report these efforts annually to the City.
Required Outreach Criteria:
The Housing and Community Services Division will maintain a list of local MBE/WBE companies and addresses and distribute to all
developers/contractors/ subrecipients.
When developers/contractors/ subrecipient are soliciting bids from subcontractors, they will include in any notice to local newspaper that “Women and Minority Owned Businesses are strongly encouraged to apply.” Developers/contractors/subcontractors, when feasible, are strongly encouraged to consider posting in Spanish and Vietnamese newspapers. When the Housing and Community Services Division announces Notices of Funding Availability or Community Development Block Grants application availability, efforts will be made to include in local newspaper posting that “Women and Minority Owned Businesses are strongly encouraged to apply” and printed, when feasible, in Spanish and Vietnamese newspapers.
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MINORITY BUSINESS-OWNER ENTERPRIZE/
WOMEN BUSINESS-OWNER ENTERPRIZE (MBE/WBE)
(List of Prime and Subcontractor)
Grantee/ Contractor Name:
Project Number & Project Name:
Contact Person: Phone #:
Reporting Period:
Oct.1. 20_ _ - Sept 30, 20_ _
Program Code:
Project # or HUD # or dwelling unit #Prime or Subcontractor (P or S) Prime or Subs
Name
Prime/Sub.
Address
(City/State/ Zip)
Amount of Prime or Sub. Contract Type of Trade Code (Select Code# below) 7a. Prime or Subs.Business Racial/Ethnic (See Code # below) 7b. Woman Owned Business (Yes or No) 7c. Sec. 3 (Yes/No) 7d. Prime or Sub (ID # / Lics. #) .
7a: Type of Trade Codes: (Select
One)
1 = New Construction
2 = Substantial Rehab.
3 = Repair
4 = Service
5 = Management
6 = Professional
7 = Tenant Services
8 = Education/Training
9 = Architect/Engineer
10 = Other
7b: Racial/Ethnic Codes: (select one)
1 = White Americans
2 = Black Americans
3 = Native Americans
4 = Hispanic Americans
5 = Asian/Pacific Ameri.
6 = Hasidic Jews
7c: MBE/WBE: (Yes/No)
• MBE: Business primarily (51%) owned, operated and
controlled by one or more members of the following
race/ethnicity: Pacific Islander, American Native, African American/Black, American Indian/Alaskan Native,
Hawaiian/Pacific Islander, Asian, or Hispanic.
• WBE: Primarily owned (51%) by one or more females.
7d. Sec 3 businesses: Those individuals, companies,
corporations, partnerships, businesses, or other entities that are 51% or more owned by persons residing within
the Section 3 area.
5: Program Codes
(Complete for Housing
and Public and Indian
Housing programs only):
5 = Section 202
6 = HUD-Held
(Management)
7 = Public/India Housing
8 = Section 811
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT G
SECTION 3 GUIDELINES
Responsibilities and Procedures for Carrying Out the Requirements Under Section 3 of the Housing and Urban Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons.
Purpose:
To ensure that, to the greatest extent feasible, projects financed by the United States Department of Housing and Urban Development (HUD) provide lower-income residents within the city the opportunity for employment and training. Additionally, the policy should ensure that awards are made to businesses located or owned by persons residing within the City.
Definitions:
The City: The primary Organization of federal housing and community development funds is the City of Santa Clara.
Developer/Contractor/ subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carrying out the work, service, or project specified in connection with receiving a federal HUD grant.
Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subcontractor general contract.
Section 3 Area: Is the entirety of the area located within the incorporated boundaries of the City of Santa Clara.
Section 3 resident: An individual who resides in the Section 3 area whose family income does not exceed 80% of the area median income (AMI), or is a resident of public housing, or is a person with disabilities.
Section 3 businesses: Those individuals, companies, corporations, partnerships, businesses, or other entities that are 51% or more owned by persons residing within the Section 3 area.
Required Program Participants’ Responsibility:
The City will ensure that when contracting with developers, contractors, or subrecipient, the City will use the outreach provisions described under “Outreach Criteria.”
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The City will require its developers/contractors/subrecipients to carry out the provisions of MBE/WBE when soliciting bids of subcontractors.
Applicability:
The grant from the city to the developer, contractor, or subrecipient is for housing rehabilitation, housing construction, or other public construction projects; and When a developer, contractor, or subrecipient receives a federal HUD grant in excess of $200,000 from the city; or
A subcontractor receives a grant in excess of $100,000.
Steps to Meeting the Reporting Requirements:
1. If applicable, each developer, contractor, or subrecipient, and each subcontractor must self-certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low and very low-income persons. A form will be provided by the Housing and Community Services to each eligible developer, contractor, or subcontractor which will be requested to be completed annually.
2. Each developer, contractor, or subrecipient must attempt to recruit and hire Section 3 residents or subcontract with Section 3 businesses if it finds the need for additional staff to complete the project.
3. Developers, contractors, and subrecipients, who receive HUD funding, shall seek to participate in a HUD program or other programs that promote training and education of Section 3 residents. A form will be provided by the Housing and Community Services to each eligible developer, contractor, or subcontractor, which will be requested to be completed annually.
Required Outreach Criteria:
When hiring, it is required of all developers, contractors, or subrecipient and subcontractors to attempt to recruit Section 3 residents through local media and advertisement; signs placed at the job site; and notifying community/public/private agencies that work with low-income people.
When developers, contractors, or subrecipient are subcontracting, they should seek to recruit Section 3 businesses.
Developers, contractors, and subrecipient, who receive HUD funding, must seek to participate in a HUD program or other program that promotes training and education of Section 3 residents.
Goals:
The city will develop goals for the hiring, training, and recruiting of Section 3 businesses and residents once implementation and data can be collected from current Organizations. These goals will be incorporated into the City’s Section 3 Plan.
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Section 3 Tracking Labor Hours Report
Labor
Hours
Calculated
%
Safe Harbor
Benchmark Met
Total Labor Hours
Section 3 Worker Hours #DIV/0!
Section 3 Target Worker Hours #DIV/0!
0 Nature of Agency Efforts
This section is required if, based on the labor hours reporting above, the reporting agency did not meet the safe harbor benchmarks.
Check all that apply. Maintain records for HUD review documented efforts ___ Outreach efforts to generate job applicants who are Public Housing Targeted Workers ___ Outreach efforts to generate job applicants who are Other Funding Targeted Workers. ___ Direct, on-the job training (including apprenticeships). ___ Indirect training such as arranging for, contracting for, or paying tuition for, off-site training.
___ Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching).
___ Outreach efforts to identify and secure bids from Section 3 business concerns. ___ Technical assistance to help Section 3 business concerns understand and bid on contracts.
___ Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns.
___ Provided or connected residents with assistance in seeking employment including:
drafting resumes, preparing for interviews, finding job opportunities, connecting residents to job placement services.
___ Held one or more job fairs.
Provided or connected residents with supportive services that can provide direct services or referrals.
___ Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation.
___ Assisted residents with finding child care.
___ Assisted residents to apply for/or attend community college or a four-year educational institution.
___ Assisted residents to apply for or attend vocational/technical training. ___ Assisted residents to obtain financial literacy training and/or coaching. ___ Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns.
___ Provided or connected residents with training on computer use or online technologies. ___ Other. Specify:
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT H
PROPERTY USE RESTRICTION AGREEMENT
This Use Agreement and Covenant (“Covenant”) is entered by HomeFirst Services of Santa Clara County (“Owner”) for the benefit of the City of Santa Clara (“City”) on the terms and conditions set forth below.
RECITALS
A. Owner is the owner of certain real property located at 1503/1509 Agnew Road in the City of Santa Clara, County of Santa Clara, State of California, as more particularly described in the attached ATTACHMENT A (“Property Description”).
B. Pursuant to Grant Agreement CDI-24-C01, with an end date June 30, 2026, City has made a grant of Community Development Block Grant (“CDBG”) funds (the “Grant Award”) to the Owner for Improvements (as defined in Section 1 below) to the Property,
C. Pursuant to 24 CFR 570.208, activities funded with grants of CDBG funds must meet one of the CDBG program’s three broad National Objectives: benefit lowand moderate-income persons, aid in the prevention or elimination of slums or blight conditions or meet community development needs having a particular urgency.
D. The National Objective to benefit low- and moderate-income persons may be met by an activity, the benefits of which are available to all the residents in a particular area, where at least 51 percent of the residents are low- and moderate-income persons (“Area Benefit”), or an activity that benefits a limited clientele, at least 51 percent of whom are low- and moderate-income persons (“Limited Clientele”).
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E. Pursuant to 24 CFR 570.505, where CDBG funds in excess of $25,000 are used to acquire or improve a grantee’s property, or portion thereof, that property must be used to meet the National Objective for a period of ten (10) years after the grant expires.
F. Consistent with 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.505, as applicable, and as a condition of disbursement of CDBG funds, the Owner is required to maintain the Improvements and to maintain the intended use on the Property as described herein.
G. As a condition of the Grant Award, the City has required the Owner to execute and record a deed of trust with assignment of rents, including exhibits thereto, which incorporate by reference this Use Agreement requiring the maintenance of this use against the Property.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the Owner agrees as follows:
1. IMPROVEMENTS
Pursuant to the Grant Award, the City of Santa Clara has made available CDBG funds for the following improvements on the Property: (1) rehabilitation type activities for kitchens, bathrooms, and flooring, (2) window replacements where necessary, (3) general rehabilitation to address health and safety issues.
2. USE COVENANT
The Owner agrees that Improvements shall be used in accordance with their planned use (collectively, the “CDBG Use”) for the duration of the term of this Covenant (i.e., affordable housing for low and moderate-income households).
Owner agrees to maintain the CDBG Use in accordance with all applicable CDBG program requirements for the term of this Covenant. The Grant Award is conditioned upon the Owner maintaining the CDBG Use for a period not less than ten (10) years and agrees to extend the existing use restrictions provided in that certain Agreement Containing Affordable Housing Covenants, dated May 1999, that will terminate on October 19, 2040.
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Owner hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue the CDBG Use during the term of this Covenant. If Owner terminates or otherwise suspends the CDBG Use during the first ten (10) years of the term of this Covenant, the Owner agrees it shall be immediately obligated to refund to City all of the Grant Award funds, unless the City and the Owner otherwise agree in writing. If Owner terminates or otherwise suspends the CDBG Use between the third (3rd) and the fifth (5th) years of the Term, Owner agrees it shall be immediately obligated to refund to CITY a pro-rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.
3. TERM
This Covenant shall expire on the Use Agreement end date of the Grant Award or until the 10th anniversary date of the Notice of Completion, whichever is later. Until the 10th anniversary of the end date of the Grant Award, the Covenant shall be for the benefit of City and the U.S. Department of Housing and Urban Development (“HUD”). After that time, or such later time that HUD’s ten (10) year requirements have been met, the Covenant shall be for the benefit of City.
4. MAINTENANCE COVENANT
The Owner shall maintain the Improvements and the portion of the Property where they are located consistent with CDBG rules, The Owner shall not make or allow any changes thereto that would prevent the use of Improvements or the activities described in Section 2, On an annual basis, the Owner shall submit to the City a certificate of self-insurance or other proof of adequate property insurance.
5. RUNS WITH THE LAND
The Owner hereby declares its understanding and intent that:
(i) The covenants and restrictions contained herein shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Owner; and,
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(ii) The burden of the covenants and restrictions set forth in this Covenant touch and concern the interest in the Property in that the Owner’s legal interest in the Property; and,
(iii) The benefit of the covenants and restrictions set forth in this Covenant touch and concern the Property by enhancing and increasing the enjoyment and use of the Property by low and moderate-income residents of the community, the intended beneficiaries of such covenants and restrictions.
All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon the Owner and its successors in interest for the benefit of the City, and such covenants and restrictions shall run in favor of such the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.
6. NON-DISCRIMINATION
The Grant Award is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under the Grant Award, the Owner shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in tire use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants.
7. REMEDIES
In the event of any breach of any of the covenants or restrictions set forth herein (i.e., ‘''Default”), the City shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property proceeding. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the provisions hereof in the future for any continuing or new breach or violation of any H-5
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of the covenants or restrictions contained in this Covenant. All rights and remedies, including without limitation, any action to obtain repayment of the Grant Award, of any party legally entitled to enforce this Covenant, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall not be a waiver of the right to exercise any other such rights and remedies.
8. NOTICES
Any notice or submittal required or permitted to be given to the City under this Covenant shall be in writing and personally served or sent by U.S. Mail, postage prepaid, addressed as follows:
To City: City of Santa Clara
c/o Housing and Community Services
1500 Warburton Avenue
Santa Clara, CA 95050
9. RECITALS AND EXHIBITS
Attachment A: For Exhibit H – Use Agreement
The above recitals and the attached exhibits are hereby incorporated and made a part of this Covenant.
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Attachment A
(For Exhibit H – Property Use Restriction Agreement)
Property Legal Description
All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows.
Sobrato Family Living Center is comprised of 11 two story buildings located in the City of Santa Clara at Latitude 37.396639 and Longitude -121.955686.
Property address: 1503/1509 Agnew Road, Santa Clara, CA 95054-1704 Lot size: 87,991 sq. ft. (2.02 acres)
Census Track / Block: 5049.01
APN: 097-08-054
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IN WITNESS WHERE OF, the Organization has executed this Covenant as of the date below
OWNER/ORGANIZATION:
HOMEFIRST SERVICES SANTA CLARA COUNTY
a California non-profit corporation
_____________________________________
By: Rene Ramirez
Title: Chief Executive Officer
Address: 507 Valley Way
Santa Clara. CA 95035
Date: _________________
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT I
PROMISSORY NOTE
SECURED BY DEED OF TRUST
Sobrato Family Living Center Rehabilitation
$843,000 Santa Clara, California
____________, 2024
FOR VALUE RECEIVED, the undersigned, HOMEFIRST SERVICES OF SANTA CLARA COUNTY, a California nonprofit corporation (“Owner”) promises to pay to the CITY OF SANTA CLARA, a Chartered California Municipal Corporation, (the “City”) at 1500 Warburton Avenue, Santa Clara, CA 95050, or such other place as the City may from time to time designate in writing, the principal sum of EIGHT HUNDRED FORTY-THREE THOUSAND DOLLARS ($843,000).
This Note, along with the agreement by and between the City of Santa Clara and HOMEFIRST SERVICES OF SANTA CLARA COUNTY, to carry out Sobrato Family Living Center Rehabilitation for the 2024-25 program year, as may be amended from time to time, (the “Grant Agreement”), is secured by a deed of trust with assignment of rents of even date herewith to be recorded in the Official Records of the City of Santa Clara (“Deed of Trust”) which encumbers the Property (APN 097-08-054) located at1503/1509 Agnew Road in the City of Santa Clara, as more particularly described in Exhibit A to the Deed of Trust.
In addition to this Note, the terms and conditions of the indebtedness evidenced by this Note are set forth in the Deed of Trust, and the Grant Agreement (collectively the “Grant Documents”). Except where expressly stated otherwise, if there is any conflict between this Note, on the one hand, and the Grant Documents, on the other, this Note shall control.
1. Interest. The principal sum of this Note shall not accrue interest.
2. Payment. The entire unpaid balance of principal and interest shall be due and payable in the event of a default under the Loan Documents occurring by the Fifth Anniversary of the recordation of the Deed of Trust, or as extended by an amendment to the Agreement. If such a default has not occurred by this date, the Loan shall convert to a grant, the Owner I-2
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shall be entitled to request a reconveyance of the Deed of Trust and cancellation of this Note. After the reconveyance of the Deed of Trust, the Owner shall have no further obligation under the Grant Documents.
If Owner terminates or otherwise suspends the CDBG Use between the third (3rd) and the fifth (5th) years of the Term, Owner agrees it shall be immediately obligated to refund to CITY a pro-rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.
BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENITRE
PRINCIPAL SUM OF THE PROMISSORY NOTE MAY BE UNPAID AND DUE AND PAYBLE ON THE MATURITY DATE.
3. Acceleration of Obligation
3.1 All unpaid principal, plus any applicable foes or charges due under this Note, or the Grant Documents, shall, at the option of the City, be immediately due and payable, time being of the essence, if during the term of this Note there occurs any of the following:
(a) Borrower of any covenant or provision required to be performed by Borrower under the terms of this Note, or the Loan Documents, or the occurrence of any event of default under any of such documents; or
(b) The voluntary or involuntary (including by operation of law), sale, transfer, lease, pledge, encumbrance,
creation of a security interest in, or otherwise
hypothecation or alienation of all or any part of the
security secured by the Deed of Trust ("Security"),
without City's prior written consent, except as allowed in the Deed of Trust. The consent by the City to any sale, transfer, lease, pledge, encumbrance, creation of a
security interest in, or other hypothecation of: the Security shall not be deemed to constitute a novation or a consent to any further sale, transfer, lease, pledge encumbrance, creation of a security interest in or other hypothecation of, the Security without notice to and consent by the City. The City may, at its option, declare the indebtedness secured hereby immediately due and payable without notice to the Owner or any other person or entity (except as provided herein), upon all such safe, transfer, lease, pledge,
encumbrance, creation of a security interest in, or other hypothecation or alienation in violation hereof. Without the written consent of the City, no sale, transfer, lease, pledge encumbrance, creation of security interest in, or other hypothecation of, the Security shall relieve or
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release the Owner from primary liability under the Deed of Trust or this Note, as the case may be. As used in this Section 3.1(b) the term "transfer" includes, without
limitation, the following transactions:
(i) Any total or partial sale, assignment or conveyance, or creation of any trust or power, or any transfer in
any other mode or fo1m with respect to the Security
or any paid thereof or any interest therein, or any
contract or agreement to do the same; and,
(ii) The cumulative transfer of more than ten percent
(10%) of the capital stock, partnership profit and
loss interest, or other form of interest in Owner;
and,
(iii) any merger, consolidation, sale or lease of all or substantially all of the assets of the Owner.
(c) Owner defaults under any of the other deeds of trust that encumber the Property.
3.2 From and after the time at which City has the right to accelerate the repayment of this Note pursuant to Section 3.1 above, the entire principal sum of this Note shall automatically bear a maximum interest rate permitted by Section l (2) of Article XV of the California Constitution ("Default Rate").
3.3 Borrower shall have the right but not the obligation to prepay, without penalty, at any time all or any portion of the outstanding principal balance of this Note.
3.4 Notwithstanding any agreements between Borrower and City, in no event shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by the usury laws of the State of California. Any such payments that are determined to exceed applicable usury rates, shall be deemed a payment of principal.
4. Waiver by Owner. Owner, any endorser of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note hereby severally waive demand, presentment for payment, demand and protest, notice of protest, demand and dishonor and non-payment and consent to any number of renewals or extensions of time hereof. Any such renewals or extensions may be made without notice to any of said parties and without affecting their liability. The pleading of any statute of limitations as a defense to any demand against the Owner is expressly waived by Owner.
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5. Other Encumbrances.
5.1 Subject to the terms of the Deed ofTrust which, in this case, shall control over the Note, Borrower shall not further encumber, mortgage, or subject the Property or any interest therein to a Deed of Trust without the prior written consent of the City.
5.2 Except for the existing Deed of Trust recorded against the Property, unless the City shall expressly agree otherwise in writing, all mortgage and Deed of Trust documents affecting the Property shall provide that in the event of any default or breach by the Borrower under any mortgage or Financing Statement other than the Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property or any interest therein, the City may, at its option, (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage Deed of Trust, or (b) pay the total unpaid indebtedness secured by such mortgage or Deed of Trust, in which event such mortgage or Deed of Trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Borrower upon demand of the City therefor, and, in the event, shall bear interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution from the date advanced by the City until paid in full. All such amounts (including such interest) shall be added to the principal of this Note. The approval by Borrower of any mortgage or Deed of Trust documents, and the placing of a security interest therefor on the Property or any portion thereof, not containing the provisions required by this Paragraph 5 shall constitute a default under this Note.
6. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder.
7. Purpose of Agreement. It is the intent of the parties that the relationship evidenced by this Note shall be deemed to be one of debtor/creditor, and not of partnership or joint venture.
8. Waiver by City. Any failure of the City or other holder to exercise any rights hereunder shall not constitute a waiver of the rights to the later exercise thereof.
9. Amendment. This Note may not be changed, amended or modified orally.
10. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.
11. Binding on Successors. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, personal representatives, I-5
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successors, and assigns. Whenever used, the words "Owner", “Grantee”, “Organization” and “Trustor” shall be deemed to include the respective heirs, legatees, devisees, administrators, executors, personal representatives, successors and assigns of Maker and Holder.
12. No Individual Liability. Notwithstanding any provisions of this Note or the Grant Documents to the contrary, no director, officer, employee, shareholder, or other individual associated with the Owner shall have any personal liability under this Note or the Grant Documents, it being the intention of the patties that such liability is imposed solely on the corporate entity which comprises the Owner.
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IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
a California non-profit corporation
_____________________________________
By: Rene Ramirez
Title: Chief Executive Officer
Address: 507 Valley Way
Santa Clara. CA 95035
Date: _________________
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CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
EXHIBIT J
DEED OF TRUST
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Name: City Clerk’s Office
Street Address: 1500 Warburton Avenue
City & State: Santa Clara, California
Zip Code: 95050
Order No.: __________________________
Parcel No.: __________________________
REC
RMF
MICRO
RTCF
LIEN
SMPF
PCOR
SPACE ABOVE THIS LINE FOR RECORDER’S USE
TO BE RECORDED WITHOUT FEE FOR GOVERNMENT CODE SELECTIONS 6103 AND 27383
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
This DEED OF TRUST made this ____ day of __________, 2024 between HomeFirst Services of Santa Clara County, a California nonprofit corporation, herein called Trustor, whose address is 507 Valley Way, Milpitas CA 95050, the City of Santa Clara, herein called Trustee, and the CITY OF SANTA CLARA, herein called Beneficiary.
Witnessed: That Trustor irrevocably grants, transfer and assigns to Trustee in Trust, with Power of Sale, that Property located a 1503/1509 Agnew Road in the City of Santa Clara, County of Santa Clara, California, more particularly described as in EXHIBIT A Legal Description, attached hereto and incorporated herein.
If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the beneficiary being first had and obtained, beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.
TOGETHER WITH the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.
For the Purpose of Securing (1) payment of the sum of ($843,000.00) according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment J-3
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of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3788 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71-10-26 615 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Juaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4788 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties are printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by laws.
The foregoing assignment of rents is absolute unless initiated here, in which case, the assignment serves as additional security.
BY SIGNING BELOW, Trustor accepts and agrees to the terms and covenants contained in this Security Instrument (including those provisions of the Fictitious Deed of Trust that are incorporated by reference) and in the Rider executed by Trustor and attached hereto as EXHIBIT B and incorporated hereby.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at this address hereinbefore set forth.
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IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
a California non-profit corporation
_____________________________________
By: Rene Ramirez
Title: Chief Executive Officer
Address: 507 Valley Way
Santa Clara. CA 95035
Date: _________________
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The following is a copy of provisions (1) to (14) inclusive, of the fictitious Deed of Trust, recorded in each county in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
A. To Protect the Security of This Deed of Trust, Trustor Agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration herein not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or Beneficiary may apply other insurance policy upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said properly, including assessments on appurtenant water stock; when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. (5) Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any in cumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
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B. It is mutually agreed:
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not, waive his right either to require prompt payment when due of all other sums so secured or to declare default tor failure so to pay. (8) That at any time or from time to lime, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Owner in such reconveyance may be described as "the person or persons legally entitled thereto." Ten years after issuance of such full reconveyance, Trustee may destroy said note and this Deed (unless directed in such request to retain them). (10) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
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(11) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration or default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record.
Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation or said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to lime thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(12) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
(13) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, or the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
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(14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
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DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE TO TRUSTEE:
The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to your underline terms of said deed of Trust, to cancel said note or notes above mentioned and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.
Dated ___________________ ______________________________ ______________________________
Please mail Deed of Trust,
Note and Reconveyance to: HOMEFIRST SERVICES OF SANTA CLARA COUNTY 507 Valley Way, Milpitas, CA 95035
Do not lose or destroy this Deed of Trust OR THE NOTE, which it secures. Both must be delivered to the Trustee
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EXHIBIT A
(For Exhibit J – Deed of Trust)
Property Legal Description
All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows.
Sobrato Family Living Center is comprised of 11 two story buildings located in the City of Santa Clara at Latitude 37.396639 and Longitude -121.955686.
Property address: 1503 Agnew Road, Santa Clara, CA 95054-1704 Lot size: 87,991 sq. ft. (2.02 acres)
Census Track / Block: 5049.01
APN: 097-08-054
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EXHIBIT B
RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS is made this _____ day of ______________ , 2024, and is incorporated into and shall be deemed to amend and supplement the Deed of Trust and Assignment of Rents (“'Deed of Trust”) covering real property and any improvements thereon located 1503/1509 Agnew Road, Santa Clara CA 95054, and further described in the property description set forth in the Deed of Trust, (“Property”), of the same date given by the undersigned, HOMEFIRST SERVICES OF SANTA CLARA COUNTY., a California Nonprofit Corporation ("Trustor") to secure Trustor’s promissory note to the City of Santa Clara, a municipal corporation (“City”) in the amount of EIGHT HUNDRED FORTY-THREE THOUSAND DOLLARS AND NO/100 ($843,000.00) dated of even date herewith (the “Note”).
In addition to the covenants and agreements made in the Deed of Trust, City and Trustor further covenant and agree as follows:
1. This Rider and the Deed of Trust are made in connection with a certain Grant Agreement by and between the City of Santa Clara and HOMEFIRST SEVICES OF SANTA CLARA COUNTY, as may be amended from time to time (“Grant Agreement”).
The Grant Agreement provides that Trustor is the recipient of certain Community Development Block Grant (“CDBG”) funds designated for rehabilitating Trustor’s building located at 1503/1509 Agnew Road, Santa Clara, CA 95054 in Santa Clara, California (the “Facility”).
2. All sums secured by the Deed of Trust shall, at the option of City, become immediately due and payable upon:
(a) The sale or transfer by Trustor of the Facility or Property, without the prior written consent of City, prior to time periods specified in the Note and Grant Agreement; or,
(b) A use by Trustor of the Property or the Facility, prior to the expiration of time periods specified in the Note and Grant Agreement and the reconveyance of the Deed of Trust, which violates the terms of the Grant Agreement including J-12
HomeFirst Sobrato CIP Agreement DRAFT
the Use Agreement attached thereto, or which is not an “eligible activity” under Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, as amended and regulations issued pursuant thereto by the United States Department of Housing and Urban Development; or, (c) An uncured default under the terms of the Deed of Trust, if City exercises this option. City shall give Trustor notice of acceleration. The notice shall provide a period of not less than sixty (60) days from the date the notice is mailed, within which Trustor must pay all sums secured by the Deed of Trust, If Trustor fails to pay these sums prior to the expiration of this sixty (60) day period, such failure shall constitute an uncured default and City may invoke any remedies permitted by the Deed of Trust without further notice or demand on Trustor.
3. The sums secured by the Deed of Trust shall be considered paid in full if the contingencies set forth in the Note and Grant Agreement have not occurred within the time periods set forth in the Grant Agreement. When said contingencies in the Note and the Grant Agreement do not occur within the time periods specified in the Grant Agreement, the Promissory Note shall have no further force or effect and shall be deemed null and void at the end of the latter of the time periods specified in the Grant Agreement, and City shall instruct the Trustee of the Deed of Trust to execute a full reconveyance, without warranty, of the Property described in the Deed of Trust.
4. Trustor hereby agrees to indemnify, hold harmless and defend with counsel of City’s choice, City, its agents, successors, and assigns for any and all expenses, costs, or liabilities directly or indirectly caused by displacement of and relocation of tenants located at the Facility.
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HomeFirst Sobrato CIP Agreement DRAFT
By signing below, Trustor accepts and agrees to the terms and provisions contained in this Rider.
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
HOMEFIRST SERVICES OF SANTA CLARA COUNTY
a California non-profit corporation
_____________________________________
By: Rene Ramirez
Title: Chief Executive Officer
Address: 507 Valley Way
Santa Clara. CA 95035
Date: _________________
OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 6103.
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARA
Santa Clara City Hall
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Jennifer Sparacino
SPACE ABOVE THIS LINE
FOR RECORDER'S USE
AGREEMENT CONTAINING AFFORDABLE HOUSING COVENANTS
THIS AGREEMENT is made as of May 5, 1999, by and between MIDPENINSULA HOUSING COALITION, a California nonprofit public benefit corporation (hereinafter referred to as the "Developer") and the REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARA, a public body corporate and politic (hereinafter referred to as the "Agency"), with reference to the following facts:
RECITALS
A. The Developer and Agency have heretofore entered into that certain Affordable Housing Grant Agreement dated as of April 13, 1999 (the "Grant Agreement"), which is incorporated herein by this reference, pursuant to which the Agency has agreed to provide funding to assist Developer to purchase that certain real property in the City of Santa Clara, County of Santa Clara, State of California, described in Exhibit ''A'' attached hereto and made a part hereof, and construct a project consisting of thirty-three (33) 2-bedroom units of multifamily rental housing, which will be rented exclusively, at an affordable rent, to Very Low Income households, for not less than 30 years following initial occupancy.
Such real property, along with all improvements of every kind and description now or hereafter erected or placed thereon as the context may require, shall be referred to herein as the "Property." sc\fam\covs.1
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B. The Agency has incurred and will incur substantial public expense to perform its obligations under the Grant Agreement, including a commitment of $2,500,000 in funds derived from the Bayshore North Redevelopment Project Low and Moderate Income Housing Fund, in accordance with California Health and Safety Code Section 33334.2 et seq ..
NOW, THEREFORE, AGENCY AND DEVELOPER COVENANT AND AGREE AS FOLLOWS:
1. Uses - General. The Developer covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that the Developer, such successors, and such assigns shall devote the Property (and any part thereof), to the uses specified therefor in the Grant Agreement and this Agreement. Any capitalized term not defined herein shall have the same meaning as ascribed to it in the Grant Agreement.
2. Residential Uses. The Developer, for itself and its
successors and assigns, hereby covenants and agrees that all the 33 residential units (other than one unit when it is occupied by a resident manager) shall be rented exclusively to households having an adjusted family inco~e not greater than 50 percent of the area median income, at affordable rents (as set forth in Section 2, below), and only such households shall be eligible to occupy the units. For purposes of this Agreement, such income shall be referred to as "Very Low Income". The Agency acknowledges that the Property will be used initially as 33 units of multi-family rental housing for homeless families in need of transitional housing and related social services.
3. Rents. Developer, its successors and assigns shall not charge rents in excess of the amounts set forth in this Section 3; provided, that nothing contained herein shall require Developer to charge rent.
a. Initial monthly rents at the time of the initial
lease-up of the apartments (including a reasonable utility allowance for utilities to be paid by tenants) shall not exceed the product of 1/12 times 30 percent times 50 percent of the area median income, adjusted for family size.
b. Subsequent rent increases, which may occur not more
frequently than annually, shall not exceed the annual increase, if any, in the area median income, but in no case may rents (plus a reasonable utility allowance for utilities to be paid by tenants) exceed the product of 30 percent times 50 percent of the area median income adjusted for family size.
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c. The area median income, adjusted for family size,
shall be based upon the schedules of area median income issued from time to time by the United States Department of Housing and Urban Project ("HUD"). Upon request, Agency shall notify Developer of the applicable area median income limits at the time of initial lease-up and annually thereafter, as revised schedules are issued by HUD.
4. Preference to Relocatees. Developer, its successors and assigns shall provide preference in the selection of eligible tenants to persons who have been displctced by Agency activities.
Developer and Agency shall cooperate to effectuate this provision prior to the initial renting, or upon occurrence of a vacancy, or the re-renting of any dwelling units. Developer acknowledges and agrees that this paragraph is intended to comply with Section 33411.3 of the California Health and Safety Code.
5. Annual Report. Developer covenants and agrees to submit to the Agency an annual report (the "Annual Report") required by Health and Safety Code Section 33418. The Annual Report shall include for each rental unit the rental rate and the income and family size of the occupants. The income information shall be supplied by the tenant in a certified statement on a form provided by the Agency. The Developer shall submit the Annual Report on or before the end of the first calendar quarter of the year following the year covered by the Annual Report. The Developer shall provide for the submission of such information in its leases with tenants.
6. Management Plan. Developer, its successors and assigns shall prepare, submit to the Agency and maintain in effect a Management Plan in accordance with the following:
a. Prior to the recordation of this Agreement,
Developer submitted to the Agency and the Agency approved a Management Plan that includes at a minimum the components listed below. The Management Plan, including such amendments as may be approved in writing by the Agency, shall remain in effect for the longest feasible time, but not less than 30 years. Developer shall not amend the Management Plan or any of its components without the prior written consent of the Agency. The components of the Management Plan shall include:
(1) Management Agent The name and qualifications
of the proposed management agent. The Agency shall approve or disapprove the proposed Management Agent in writing based on the experience and qualifications of the Management Agent. The Management Agency shall have demonstrated experience in operating affordable housing comparable to the Project.
(2) Management Prooram
proposed management, maintenance, tenant
policies and procedures for the Project.
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A description of the
selection and occupancy
(3) Management Agreement A copy of the proposed
management agreement specifying the amount of the management fee and the relationship and division of responsibilities between Developer and management agent.
( 4) Tenant Lease or Rental Agreement A copy of the
proposed tenant lease or rental agreement to be used in renting the dwelling units.
(5) Annual Budget Prior to the completion of
construction and annually thereafter not later than fifteen (15) days prior to the beginning of the next fiscal year of the Project, the Developer shall submit a projected operating budget to the Agency for review and approval.
The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unless the Agency provides to Developer its written disapproval within thirty (30) days after receipt of a request for approval, provided Developer includes with its request, a written notice, in capital letters, stating as follows:
NOTICE: PURSUANT TO SECTION 6 OF THE AGREEMENT
CONTAINING COVENANTS BETWEEN THE REDEVELOPMENT AGENCY OF
THE CITY OF SANTA CLARA AND MID-PENINSULA HOUSING
COALITION, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS
SHALL BE DEEMED AN APPROVAL.
Any disapproval shall be in writing and contain the Agency's reasons for disapproval
b. The Developer hereby covenants and agrees, for
itself, its successors and assigns to the Property or any portion thereof, as follows. The Agency shall have the right, at any time and from time to time, to give notice to Developer if the Agency determines that the Project is not being managed or maintained in accordance with the Management Plan or is otherwise not being managed or maintained satisfactorily, in light of the public funds provided to Developer for the development of the Site. The Agency may require the Developer to change management practices or to terminate the management contract and retain a different management agent, approved by the Agency. The Agency agrees that prior to requiring the Developer to change its management agent or the management practices the Agency shall informally consult with Developer, in an attempt to resolve the dispute. If the Agency determines that such an attempt at informal resolution has been unsuccessful, it shall give the Developer thirty (30) days written notice to change the management agent or practice, as the case may be. If Developer fails to do as requested by the Agency in the written notice, the Agency may then require the immediate change of the management practice or agent, as the case may be. The sc\fam\covs. 1
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management agreement shall provide that it is subject to termination by the Developer without penalty, upon thirty (30) days prior written notice, at the direction of the Agency. Within ten (10) days following a direction of the Agency to replace the management agent, the Developer shall select another management agent or make other arrangements satisfactory to the Agency for continuing management of the Project. The Developer shall notify the Agency upon learning that there is a voluntary change in the management or control of the management agent, and, if the change is unsatisfactory to the Agency, the Agency shall be entitled to require the Developer to change the management agent in accordance with the terms of this paragraph.
c. Following completion of construction, the apartments in the Project shall be occupied by tenants in accordance with all applicable program requirements of the organization then owning the Project, but in any event in accordance with the following rent-up schedule: (1) within 60 days after completion, not less than 10 units shall be occupied; (2) within 90 days after completion, not less than 20 units shall be occupied; and (3) within 120 days after completion, not less than 30 units shall be occupied.
7. Exterior Maintenance Program. Developer, its successors and assigns, shall prepare, submit to the Agency and maintain the improvements on the Property in accordance with the "Exterior Maintenance Program" described in Section 5. 3 of the Grant Agreement). For so long as this Agreement is in effect, Developer shall maintain the exterior of the improvements in accordance with the Exterior Maintenance Program, as the same may be amended from time to time with written approval of the Executive Director of the Agency. In the event Developer fails to maintain the exterior of the improvements in accordance with the approved Exterior Maintenance Program, the Agency or its designee shall have the right, but not the obligation, to enter the Property, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, until paid, shall constitute a lien on the Property.
8. Compliance with Laws. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property on any part thereof to operate the Property and the Improvements in conformity with all applicable laws (subject to Developer's right to contest the validity or applicability of laws or regulations), including all federal and state labor standards, maintain the Improvements on the Property, keep the Property and the Improvements thereon free from any accumulation of debris or waste materials, or graffiti and maintain the landscaping in a healthy condition. The Developer further covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property that it shall obtain the Agency's prior written approval before changing the number of bedrooms in the Improvements, or substantially modifying the exterior of the Improvements on the Property.
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9. No Discrimination. There shall be no discrimination
against or segregation of any person, or group of persons, on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall the Developer itself or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property.
10. Required Nondiscrimination Clauses. The Developer shall refrain from restricting the rental, sale or lease of the Property to any person on the basis of race, creed, color, religion, sex, marital status, national origin or ancestry. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for
itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, that there shal 1 be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry.
(b) In leases: "The lessee herein covenants by and for
itself, its heirs, executors, administrators and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased."
(c) In contracts: "There shall be no discrimination
against or segregation of any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land."
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11. Duration of Covenants. The covenants established in this Agreement Containing Covenants and any amendments hereto approved by the Agency and the Developer shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, and the City of Santa Clara. The covenants contained in Sections 9 and 10 of this Agreement shall remain in perpetuity. All other covenants contained in this Agreement shall remain in effect for the longest economically feasible time, but not less than 30 years, subject to the following:
(a) "Economically feasible" shall mean revenue equals or exceeds operating expenses, as those terms are customarily defined. (b) After the expiration of thirty (30) years, the
income limitations and rent restrictions contained in this Agreement may be modified if the owner of the Property either (i) demonstrates to the Agency that the project is no longer economically feasible at the restricted rents or (ii) provides an equal number of equivalent housing units off-site without public financial assistance. If the owner demonstrates to the Agency that it is no longer feasible to maintain the project at restricted rents, the Agency will either (A) agree to remove or modify all or part of the restrictions, or (B) offer additional financial subsidy or other assistance to the project in an amount which will ensure the continued economic feasibility of the project and the continuation of the income and rent restrictions.
12. Enforcement. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit this Agreement and the covenants running with the land have been provided. The Agency shall have the right if any covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it is entitled. The performance of the Developer's obligations pursuant to this Agreement is secured by that certain Performance Deed of Trust in favor of Agency, which is being recorded concurrently with this Agreement.
13. Defaults. Subject to Force Majeure delays, and subject to the further provisions of this Section 13, failure or delay by the Developer to perform any term or provision of this Agreement constitutes a default.
(b) The Agency shall give written notice of default to
the Developer, specifying the default complained of by the Agency.
Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.
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(c) Any failures or delays by the Agency in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by the Agency in asserting any of its rights and remedies shall not deprive the Agency of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.
(d) If a monetary event of default occurs, prior to
exercising any remedies hereunder, Agency shall give Developer written notice of such default. Developer shall have seven (7) days after such notice is given within which to cure the default prior to exercise of remedies by Agency.
(e) If a non-monetary event of default occurs, prior to exercising any remedies hereunder, Agency shall give Developer notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the Agency under this Agreement. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Developer (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Agency. In no event shall Agency be precluded from exercising remedies if necessary to avoid a foreclosure, or if the default is not cured within ninety (90) days after the notice of default is first given.
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IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement.
ATTEST:
By:
APPROVED AS TO FORM:
MICHAEL R. DOWNEY,
Agency General Counsel
KANE, BALLMER & BERKMAN
REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARA, a public body,
corporate and politic
By: -7"1''¾':""-''>-f;,'-:'-,--,--'~FJ!l-r"'a:1-c"'+i"'n'-:'o""------- Execut i ve Director
::~7J:l¼:~
enn F. Wasserman
~
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MID-PENINSULA HOUSING
California nonprofit
corporation