COALITION, a
public benefit
State of California
County of Santa Clara
On-------------,--' before me, __________________ ,
personally appeared---------~--------' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary's Signature
State of California )
)
County of g~Bta Clara) s ?,-7.4 .A4 ,,vf ✓ ()
(SEAL)
On 0··_ 10~9c , before me, j~~;'~A~ er;,,/!.,,,, d/,t--·{a~v , personally appeared Htf H 0 ').,,,,;; =:, person lly
known to me (or proved tome on the asis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
SHERRY PORRAZZO
Comm.# 1123283
NOTARY PUBUC-CALIFORWA (/)
San Mateo County •
My Comm. Expires Jan. 20, 2001 ..
(
EXHIBIT A
DESCRIPTION OF THE PROPERTY
REAL PROPERTY in the City of Santa Clara, County of Santa Clara, State of California, described as follows:
All that real property situate in the City of Santa Clara, County of Santa Clara, State of California, being a portion of Parcel A and Parcel B, as said parcels are shown on that Parcel Map filed for record November 22, 1988, in Book 593 of Maps of pages 27 and 28, Santa Clara County Records, being described as follows:
Beginning at the most southeasterly corner of Parcel 3, as said Parcel 3 is described in that Grant Deed to the State of California recorded January 20, 1998 in Document No. 140151 79, Official Records of Santa Clara County, said corner lying in the southeasterly line of said Parcel A, said line being the northwesterly line of the Proposed Agnew Road; thence northeasterly along the southeasterly line of said Parcel A and the northwesterly line of said Agnew Road, North 61°50'17" East 177.05 feet; thence leaving said southeasterly line of said Parcel A, continuing along said northwesterly line of said Agnew Road, easterly along a tangent curve to the right with a radius of 1020.00 feet, through a central angle of 10°37'06" for an arc length of 189.03 feet; thence leaving said northwesterly line of Agnew Road parallel to the northeasterly line of said Parcel 3. North 28 ° 10' 46" West 257.92 feet to the southeasterly line of Parcel 2 as said Parcel 2 is described in said Grant Deed to the State of California recorded January 20, 1998 in Document No. 14015179; thence southwesterly along the southeasterly lines of said Parcel 2, South 61° 49'13" West 323.00 feet and South 16°49'14" West 59.40 feet to said northeasterly line of said Parcel 3; thence southeasterly along said northeasterly line South 28°10'46" East 198.34 feet to the Point of Beginning. Containing 2.019 acres, more or less. sc\fam\covs.1
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ARTICLE 1
1.1 1.2
1.3 1.4
1.5 1.6
1.7 ARTICLE 2
2.1 2.2
2.3 2.4
2.5 2.6
2.7 2.8
2.9 2.10
ARTICLE 3
3.1 3.2
3.3 3.4
ARTICLE 4
4.1 4.2
4.3 4.4
4.5 4.6
4.7 ARTICLE 5
5.1 5.2
5.3 5.4
5.5 5.6
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TABLE OF CONTENTS
SUBJECT OF AGREEMENT
Definitions . . ....
Purpose of the Agreement
The Redevelopment Plan
The Site
The Agency
Developer .
Prohibition Against Chaµge in Ownership,
and Control of Developex.
Management
ACQUISITION OF THE SITE AND CONSTRUCTION OF
THE PROJECT . . . ,
Acquisition of the Site.
Time for Close of Escrow
Conditions Precedent to Close of Escrow.
Condition of the Site.
Development of the Site.
Equal ow.ortunitY.
Completion. . .
Progress Reports.
Construction Responsibilities.
Mechanics Liens, Stop Notices, and Notices of
Completion ....... .
METHOD OF FINANCING
Project Budget ..... .
Sources of Financing
Obligation to Make the Grant.
Terms of the Grant ..... .
REQUIREMENTS DURING AND AFTER CONSTRUCTION
Information.
Records.
Inspections.
Fees and Taxes.
Indemnification and Insurance
Transfers ..
Right of Agency to Cure Defaults
USE OF THE SITE
Uses ....
Management of the Site
Maintenance of the Site
Obligation to Refrain from Discrimination
Form of Nondiscrimination and Nonsegregation
Clauses . . . . . . ...
Effect and Duration of Covenants
-i1
1 3
3 4
4 4
4 5
5 5
5 7
7 8
8 9
9 10
10 10
11 11
12 13
13 13
14 14
14 15
16 16
16 17
17 18
18 19
5.7 ARTICLE 6
6.1 6.2
6.3 6.4
6.5 6.6
6.7 6.8
6.9 ARTICLE 7
7.1 7.2
7.3 7.4
7.5 7.6
7.7 7.8
7.9 7.10
7.11 7.12
7.13 7.14
7.15 7.16
7.17 7.18
7.19 7.20
7.21 ARTICLE 8
Effect of Violation of the Terms and Provisions of
this Agreement
DEFAULTS, REMEDIES AND TERMINATION
Defaults - General
Institution of Legal Actions
Applicable Law .....
Acceptance of Service of Process
Rights and Remedies are Cumulative
Damages . . ....
Specific Performance
Termination ... Notice of Default to State
GENERAL PROVISIONS ..
Notices, Demands, and Communications Between the
Parties . . .....
Conflict of Interests .
Warranty Against Payment of Consideration for
Agreement .
Nonliability of Agency Officials
and Employees .
Force Majeure Delay: Extension
Performance .
Inspection of Books and Records ..
Approvals .
Authorized Representative of Agency
Waivers . . .. .
Time of the Essence .. .
Attorneys Fees and Costs
Severability
Non-exclusivity.
Relationship of the Parties
Complete Agreement
Terminology ...
Necessity for a Writing
Third Party Beneficiary
Authority to Sign ...
Incorporation by Reference
Interpretation of Agreement
of Time
EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE
ATTACHMENTS
of
ATTACHMENT NO. 1
ATTACHMENT NO. 2
ATTACHMENT NO. 3
ATTACHMENT NO. 4
ATTACHMENT NO. 5
ATTACHMENT NO. 6
LEGAL DESCRIPTION
PROJECT BUDGET
FORM OF AGREEMENT CONTAINING COVENANTS
SCHEDULE OF PERFORMANCE
FORM OF ENVIRONMENTAL INDEMNITY
FORM OF PERFORMANCE DEED OF TRUST
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21 21
21 22
22 22
22 22
23 23
23 23
23 24
24 24
25 25
25 25
25 25
25 26
26 26
26 26
26 27
27 27
27 AFFORDABLE HOUSING GRANT AGREEMENT
THIS AGREEMENT is entered into by and between THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARA, (the "Agency"), and MID-PENINSULA HOUSING COALITION, a California nonprofit public benefit corporation (the "Developer") . The Agency and the Developer covenant and agree as follows:
ARTICLE 1 SUBJECT OF AGREEMENT
1.1 Definitions
For purposes of this Agreement, the following capitalized terms shall have the following meanings:
"Agreement Containing Covenants" shall mean the Agreement Containing Affordable Housing Covenants substantially in the form attached to this Agreement as Attachment No. 3, which is incorporated herein by this reference.
"Budget" shall mean the schedule of sources and uses of funds initially as provided in the form attached to this Agreement as Attachment No. 2, which is incorporated hereby by this reference, subject to amendment in accordance with this Agreement. "Certificate of Completion" shall mean the certificate to be issued by the Agency pursuant to Section 2.7 hereof, in a form sufficient to allow it to be recorded in the Official Records of the county in which the Site is situated, to evidence that construction of the Project has been completed in accordance with this Agreement.
"City" shall mean the City of Santa Clara, California.
"Close of Escrow" shall mean the point in time when the State conveys title to the Site to Developer.
"Community Redevelopment Law" shall mean the
Redevelopment Law of the State of California, as set
California Health and Safety Code Section 33000 et seq.
Community
forth in
"Construction Escrow" shall mean the escrow with First
American Title Company, to be opened by Developer for disbursement of funds for the construction of the Project pursuant to construction disbursement instructions acceptable to the State, Developer and Agency, consistent with Section 3.4 of this Agreement.
"Construction Loan" shall mean a loan by Sun Microsystems to Developer in the amount of $2,760,000, to pay a portion of the Development Costs.
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"Construction Loan Deed of Trust" shall mean the second priority deed of trust, securing the Construction Loan Note. "Construction Loan Note" shall mean the promissory note evidencing the obligation of Developer to repay the Construction Loan, which shall be assigned to the State pursuant to the DDA. "DDA" shall mean the Disposition and Development Agreement pertaining to the Site by and among the State, Developer, Emergency Housing Consortium and Sun Microsystems, which is incorporated herein by this reference.
"Development Costs" shall mean all costs and expenses incurred in acquiring the Site and developing and constructing the Project thereon.
"Drawings" shall mean the plans and specifications prepared by Developer for the development of the Site and construction of the Project, which have been approved by the City.
"Environmental Indemnity" shall mean an
substantially in the form attached to this Agreement as No. 5, which is incorporated herein by this reference.
instrument
Attachment
"Escrow" shall mean
American Title Company
accordance with the DDA.
the escrow opened by Developer with First
for the conveyance of the Site, in
"Hazardous Materials" or "Hazardous Substances" shall have the meaning set forth in the Environmental Indemnity.
"Land Loan" shall mean a loan by the State to Developer in the amount of $1,500,000, representing the purchase price of the Site. "Land Loan Deed of Trust" shall mean the first priority deed of trust, securing the Land Loan Note.
"Land Loan Note" shall mean the promissory note evidencing the obligation of Developer to repay the Land Loan.
"Performance Deed of Trust" shall mean the Deed of Trust securing Developer's obligations under this Agreement and the Agreement Containing Covenants, substantially in the form attached to this Agreement as Attachment No. 6.
"Permitted Encumbrances" shall mean the Land Loan Deed of Trust and the Construction Loan Deed of Trust.
"Project" shall mean the 33-unit multi-family housing project to be constructed on the Site by Developer pursuant to the DDA and the Drawings.
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"Schedule of Performance" shall mean the schedule attached to this Agreement as Attachment No. 4, which is incorporated herein by this reference.
"Site" shall mean the real property defined in
Description attached hereto as Attachment No. 1,
incorporated herein by this reference.
the Legal
which is
"State" shall mean the State of California, by and through its Department of General Services.
"Very Low Income" shall mean, for purposes of this Agreement, household income that does not exceed fifty percent (50%) of the median income for Santa Clara County, adjusted for family size appropriate for the residential unit, as published by the United States Department of Housing and Urban Development from time to time.
1.2 Purpose of the Agreement
(a) The purpose of this Agreement is to implement the
Community Redevelopment Law by providing a grant (the "Grant") in an amount not to exceed $2,500,000 in funds from the Agency's Low and Moderate Income Housing Fund, which funds are not federal funds or the proceeds of a tax-exempt bond issue, to assist Developer to pay a portion of the Development Costs.
(b) The Project will be used and operated for not less
than 30 years as affordable rental housing for Very Low Income households, and will be used initially as 33 units of multi-family rental housing for homeless families in need of transitional housing and related social services.
(c) The development of the Site pursuant to this
Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of the applicable federal, state and local laws and requirements under which the project is to be undertaken and is being assisted.
(d) If any general provision
conflicts with a more specific provision
more specific provision shall prevail.
1.3 The Redevelopment Plan
of this Section
of this Agreement,
102
the
This Agreement is made in furtherance of the redevelopment plan for the Bayshore North Redevelopment Project which was approved and adopted by the City Council of the City on December 28, 1973 by Ordinance NO. 1283. The City Council and the governing body of the Agency have found that the use of the sc\fam\grant.3
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Agency's Low and Moderate Income Housing Funds for the Project will benefit the Redevelopment Project area,
1.4 The Site
The "Site" is that certain real property in the City which is legally described in Attachment No. 1 hereto, which attachment is incorporated herein by this reference. The Site is currently owned by the State and will be conveyed to Developer pursuant to the DDA.
1.5 The Agency
(a) The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California.
(b) The address of Agency
hereunder is at 1500 Warburton Avenue,
95050.
for purposes
Santa Clara,
of notice
California
(c) "Agency" as used in this Agreement includes The
Redevelopment Agency of the City of Santa Clara, California and any assignee of or successor to its rights, powers and
responsibilities.
1.6 Developer
(a) The Developer is a California nonprofit public
benefit corporation. The address of Developer for purposes of notice hereunder is 658 Bair Island Road, Redwood City, California 94063.
(b) "Developer" as used in this Agreement includes MidPeninsula Housing Coalition, and any assignee of or successor to its rights, powers and responsibilities permitted by this Agreement.
1.7 Prohibition Against Change in Management and Control of Developer
(a) The qualifications and identity of the Developer are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth in this Section 1.7 and in Section 4.6, below.
(b) Periodic and routine changes in board membership, as permitted or required in Developer's Articles of Incorporation, ByLaws and other organizational documents, and/or periodic and sc\fam\grant .3
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routine changes in employment of management staff, shall not constitute a change in management or control of Developer for purposes of this Section, nor shall a change in not more than 49% of the directors of Developer (in the aggregate, over any 5-year period) constitute a change in management or control.
(c) Except as otherwise permitted by this Agreement, the Developer shall not assign all or any part of this Agreement to any other entity without the prior written approval of the Agency.
ARTICLE 2 ACQUISITION OF THE SITE
AND CONSTRUCTION OF THE PROJECT
2.1 Acquisition of the Site.
Developer shall take all steps reasonably necessary to close Escrow and take title to and possession of the Site in accordance with the DDA.
2.2 Time for Close of Escrow.
On or before the date established in the Schedule of
Performance, Developer shall satisfy the conditions described in Section 2.3 and complete the Close of Escrow. If, for any reason, the Close of Escrow has not occurred by the date provided therefor in the Schedule of Performance, either party may terminate this Agreement, by providing notice of termination to the other party.
2.3 Conditions Precedent to Close of Escrow.
In addition to any conditions set forth in the DDA, Developer shall not close escrow until each of the following conditions precedent to the Close of Escrow have been satisfied:
(a) Developer shall prepare and submit, and the Agency
Executive Director shall approve, a final Project Budget, to be current as of the Close of Escrow, demonstrating to the satisfaction of the Agency Executive Director that the sum of the sources of funds set forth in the Project Budget will be sufficient to pay all Development Costs.
(b) Developer shall submit to the Agency an executed
copy of the DDA, demonstrating that the State has approved the Land Loan and that the terms thereof are consistent with this Agreement. (c) Developer shall submit to the Agency evidence
acceptable to the Agency's Executive Director that the Construction Loan has been approved in an amount and subject to terms and conditions that are consistent with this Agreement.
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(d) Developer shall obtain any licenses,
permits and agreements required to construct the
accordance with this Agreement.
franchises,
Project in
(e) Developer shall deliver evidence acceptable to the
Agency Executive Director that Developer has obtained the insurance policies as required by Section 4.5 of this Agreement.
(f) Developer shall submit to the Agency a Phase One
environmental assessment, evidencing that the Property is not contaminated with Hazardous Substances and requires no remediation or clean-up.
(g) The Developer shall deliver to the Agency a good
standing certificate issued by the California Secretary of State's office indicating that the Developer exists in good standing at the time of the proposed Close of Escrow, as well as a copy of a corporate resolution indicating that Developer has duly authorized entry into and performance under this Agreement.
(h) Developer shall satisfy all conditions to the Close of Escrow and all contingencies, as set forth in the DDA. (i) Developer and Agency shall execute and cause the
Escrow Company to record and deliver the Agreement Containing Covenants and the Performance Deed of Trust, which shall be subordinate only to the Permitted Encumbrances.
(j) Developer shall execute and deliver to the Agency
the Environmental Indemnity.
(k) Developer shall prepare and submit, and the Agency
Executive Director shall approve, the Management Plan required by Section 5.2 of this Agreement and the Exterior Maintenance Program required by Section 5.3 of this Agreement.
(1) The ·Developer shall have entered into a construction contract with a contract price that is consistent with the Project Budget. Upon request, the construction contract, together with all other contracts for services necessary to construct the Project shall be submitted to the Agency Executive Director for approval.
The Agency Executive Director shall approve the contracts if they are consistent with the Project Budget.
(m) The Agency Executive Director shall determine that
Developer is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Developer in furtherance of this Agreement. sc\fam\grant.3
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2.4 Condition of the Site
(a) The Agency makes no representation or warranty,
express or implied regarding the Site as to the condition of the soil or water, its geology, or the presence of known or unknown faults or otherwise. It shall be the sole responsibility of Developer, without expense to Agency, prior to the Close of Escrow, to investigate and determine the condition of the Site and the suitability of the Site for the uses proposed by Developer. If the conditions of the Site, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of Developer to take such action as may be necessary to place the Site and the conditions thereof in all respects in a condition entirely suitable for the uses proposed by Developer.
(b) Developer shall defend, indemnify and hold harmless the Agency, the City and their officers, agents, employees, contractors, attorneys and consultants from any claims, liability, injury, damages, costs and expenses (including, without limiting the generality of the foregoing, the cost of any required clean up of Hazardous Substances, and the cost of attorneys' fees) which may be sustained as the result of the presence or clean up of Hazardous Substances on, in, or under the Site.
(c) Developer shall: (i) (without cost or expense to
Agency) remove and/or otherwise remedy as provided by law and implementing rules and regulations, and sufficiently to adequately protect the public health and safety (including the health and safety of occupants of the Site and adjacent properties) any Hazardous Substances and soil and water contamination on, in, under and/or within the Site; or (ii) cause any party responsible under applicable law for such removal and/or remediation to perform the obligations described in clause (i) . Nothing herein shall be construed to make the Agency, the City or their respective officers, employees, contractors, agents or attorneys liable for the responsibilities under this section.
2.5 Development of the Site
(a) Developer shall develop the Site and construct the
Project in accordance with the DDA and the Drawings within the times of performance set forth in the Schedule of Performance. (b) The Developer shall construct the Project in
conformance with the Drawings approved by the City in issuing a building permit for the Project, as modified by any change orders permitted or approved by the State pursuant to the DDA. sc\ f am\grant .3
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(c) The Developer shall cause all work performed in
connection with the Project to be performed in compliance with (1) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter, and (2) all directions, rules and regulations of any fire marshall, health officer, building inspection, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work shall proceed only after procurement of each permit, license, or other · authorization that may be required by any governmental agency having jurisdiction, and the Developer shall be responsible for the procurement and maintenance thereof, as may be required of the Developer and all entities engaged in work on the Project. (d) All construction work and professional services
shall be performed by persons or entities licensed or otherwise authorized to perform the applicable construction work or service in the State of California.
2.6 Equal Opportunity.
During the construction of the Project there shall be no discrimination on the basis of race, color, creed, religion, age, disability, sex, sexual orientation, marital status, national origin, or ancestry, in the hiring, firing, promoting, or demoting of any person engaged in the construction work.
2.7 Completion.
(a) When the Agency has determined that the obligations of the Developer under this Article 2 have been met and that Developer has completed construction of the Project in compliance with this Agreement, the Developer may request that the Agency issue a Certificate of Completion, which the Agency shall do within ten (10) days of such a request.
(b) If the Developer requests issuance of a Certificate of Completion but the Agency refuses, then the Agency shall provide the Developer with a written explanation of its refusal within thirty (30) days of the Developer's request. If and when the Developer has taken the specified measures or met the specified standards, and is not otherwise in violation under this agreement, the Developer shall be entitled to and the Agency shall issue the Certificate of Completion.
(c) The Certificate of Completion shall not be deemed a notice of completion under the California Civil Code, nor shall it constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a deed of trust securing money loaned to finance the Project.
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(d) Within 90 days after the Agency issues the
Certificate of Completion, Developer shall cause to be prepared and shall submit to the Agency for reasonable approval a cost certification (the "Cost Certification"), setting forth all Development Costs, certified by the Chief Financial Officer of Developer. In the event the actual total Development Costs (excluding land), as certified by Developer and approved by Agency, are less than $3,760,000 (the difference between $3,760,000 and the actual Development Costs being referred to herein as "Cost Savings"), the Cost Savings shall be allocated as follows: (i) the first $5,000 in Cost Savings, if any, shall be allocated to Developer; (ii) the balance of the Cost Savings, if any, shall be allocated in accordance with the following formula: fifty percent (50%) to Developer; twenty-five percent (25%) to Agency; and twenty-five percent (25%) to State.
2.8 Progress Reports.
Until such time as the Developer is entitled to issuance of a Certificate of Completion, the Developer shall provide the Agency with monthly progress reports regarding the status of the construction of the Project.
2.9 Construction Responsibilities.
(a) It shall be the responsibility of the Developer to
coordinate and schedule the work to be performed so that commencement and completion of construction will take place in accordance with this Agreement. The cost of developing the Project shall be borne by the Developer as described in this Agreement.
The Developer shall be responsible for obtaining and complying with any condition relating to any and all permits which may be required by any governmental agency having jurisdiction over the work to be performed.
(b) The Developer shall be solely responsible for all
aspects of the Developer's conduct in connection with the Project, including (but not limited to) the quality and suitability of the Construction Drawings, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review of inspection undertaken by the Agency with reference to the Project is solely for the purpose of determining whether the Developer is properly discharging its obligations to the Agency, and should not be relied upon by the Developer or by any third parties as a warranty or representation by the Agency as to the quality of the design or construction of the Project.
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2. 10 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Site or
the Project, or a stop notice is served on any lender or other third party in connection with the Project, then the Developer shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged.
(b) If the Developer fails to discharge any lien,
encumbrance, charge, or claim in the manner required in subsection (a) of this Section 2.10, then in addition to any other right or remedy, the Agency may (but shall be under no obligation to) discharge such lien, encumbrance, charge, or claim at the Developer's expense. Alternately, the Agency may require the Developer to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against the Developer. (c) The Developer shall file a valid notice of cessation or notice of completion upon cessation of construction on the Project for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims or liens against the Project. The Agency may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in the Project.
ARTICLE 3 METHOD OF FINANCING
3.1 Project Budget
The anticipated Development Costs are set forth in the
Project Budget. Prior to the Close of Escrow, Developer may amend the Project Budget, by submitting changes to the Agency Executive Director for approval (which approval shall not be unreasonably withheld, provided that Developer identifies sources of funds to pay all Development Costs without increasing the amount of the Grant). In addition, from time-to-time, the Agency Executive Director may propose amendments to the Project Budget, by submitting changes to Developer for approval (which approval shall not be unreasonably withheld). Upon the approval of an amendment by both the Agency and Developer, the Project Budget shall be replaced by the approved revised Project Budget.
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3.2 Sources of Financing.
Developer intends to finance the Development Costs with a combination of the following sources of funds:
(a) Land Loan. The $1,500,000 purchase price will be
seller-financed by the Land Loan to be made by the State. To evidence the Land Loan, the Developer shall execute the Land Loan Note and the Land Loan Deed of Trust. All payments of the Land Loan Note will be deferred.
(b) Construction Loan. Sun Microsystems ("Sun") will
advance the Construction Loan in the amount of $2,760,000 for payment of Development Costs. To evidence the Construction Loan, Developer shall execute the Construction Loan Note, which Sun will assign to the State, to be secured by the Construction Loan Deed of Trust. The terms of the Construction Loan Note shall include four annual payments of $500,000 (i.e., the Grant payments, as described below, to be assigned to the State). When the Agency has disbursed the Grant in full, the outstanding balance of the Construction Loan Note and the Land Loan Note shall be forgiven in full by the State. (c) Grant. Subject to all of the terms and conditions
of this Agreement, including those set forth in Section 3.4, below, the Grant shall be disbursed as follows:
(1) Concurrently with Sun's disbursement of the
full amount of the Construction Loan into the
Construction Escrow for payment of Development
Costs, the Agency shall disburse a portion of the
Grant, in the amount of $500,000, into the
Construction Escrow for payment of Development
Costs;
(2) Following completion of construction, the
Agency will disburse $2,000,000, in four annual
payments of $500,000, to the State, to pay down the
Construction Loan.
(d) Without the express written consent of the Agency,
or as otherwise provided in this Agreement, Developer shall not place any liens or encumbrances, or permit any liens or encumbrances to be placed, on or against title to the Site, except for the Permitted Encumbrances, the Agreement Containing Covenants and the Performance Deed of Trust.
3.3 Obligation to Make the Grant.
(a) To carry out the proposed method of financing, as
described in Section 3. 2, above, the Agency agrees to make the Grant to Developer subject to the terms and conditions of this sc\fam\grant.3
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Agreement, and Developer agrees to accept the Grant for the uses and purposes set forth in this Agreement.
(b) The Agency's obligation to make the Grant is
specifically for the benefit of the Developer and the State.
Developer shall have the right, without further consent of the Agency, to assign to the State all of its right to $2,000,000 of the Grant and to receive all payments from the Agency pursuant to this Agreement; provided, however, that notwithstanding any other provision of this Agreement or any other document or instrument, the obligation of the Agency to the State pursuant to this Agreement shall be and is a nonrecourse obligation. In the event the Agency fails to make any portion of the Grant when and as due, the State's exclusive remedy shall be to foreclose on the Permitted Encumbrances. Neither the Agency, the City, nor any of their respective elected and appointed officials, agents, servants, employees, officers, directors, attorneys and consultants, nor any other party, shall have any personal liability to the State or to any other party for disbursement of the Grant. The sole recourse of the State shall be the exercise of its rights against the Site and the Project and any related security for the Land Loan and the Construction Loan.
3.4 Terms of the Grant
(a) The maximum amount of the Grant shall be $2,500,000. (b) The Agency shall disburse into the Construction
Escrow a portion of the Grant, equal to $500,000, but only upon the satisfaction of the following conditions precedent (which date shall be referred to as the "Date of Satisfaction of Grant Conditions"):
(1) The Developer shall have taken title to the
Site pursuant to the DDA;
(2) All conditions set forth in Section 2. 3 of this
Agreement shall have been satisfied;
(3) The closing of the Construction Loan shall be
completed, and Sun shall have disbursed the Construction Loan into the Construction Escrow for payment of Development Costs; (4) The Developer shall deliver to the Agency a
current Project Budget, demonstrating to the reasonable satisfaction of the Agency Executive Director that Developer continues to have sufficient sources of funds to pay all reasonably anticipated Development Costs. The Developer shall certify in writing to the Agency that the Project Budget is, to the best of Developer's knowledge, accurate as of the date of submission, and that the sources of financing listed in the Budget are projected to be sufficient to pay all Development Costs.
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(5) The Agency Executive Director shall determine
that Developer is in full compliance with the terms and conditions of this Agreement and all documents and instruments referred to herein or executed by Developer in furtherance of this Agreement. (c) The Construction Escrow shall disburse up to
$500, 000 in Grant funds for payment of Development Costs in accordance with appropriate disbursement instructions from the Developer, the State and the Agency. The Grant funds shall be the last funds used for payment of Development Costs; no Grant funds shall be disbursed by the Construction Escrow until the entire Construction Loan has been disbursed for payment of Development Costs. To carry out this subdivision (c), the Agency Executive Director and Developer may execute such escrow instructions or disbursement agreements with the State as they may deem necessary or appropriate.
(d) The remaining portion of the Grant shall be
disbursed by the Agency to the State in four equal annual payments each in the amount of $500,000 (subject to reduction, if any, in accordance with subdivision (d) of Section 2.7 hereof), commencing on the first anniversary of the Date of Satisfaction of Grant Conditions, or 30 days following approval by the Agency of the Cost Certification pursuant to subdivision (d) of Section 2.7 hereof, whichever is later. Upon receipt of the fourth such annual payment, the State shall cancel the Land Loan Note and Construction Loan Note, and forgive any balance remaining unpaid of the Land Loan and the Construction Loan, and shall reconvey the lien of the Permitted Encumbrances.
ARTICLE 4 REQUIREMENTS DURING AND AFTER CONSTRUCTION
4.1 Information.
The Developer shall promptly provide any information
reasonably requested by the Agency in connection with the Project.
4.2 Records.
The Developer shall maintain complete, accurate, and current records pertaining to the Project for a period of five (5) years after the creation of such records, and shall permit any duly authorized representative of the Agency to inspect and copy records, including records pertaining to income and household size of tenants of the Project, during regular business hours. Records must be kept accurate and current.
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4.3 Inspections.
The Developer shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection at the Project by the Agency and by public authorities during regular business hours for the purposes of determining compliance with this Agreement.
4.4 Fees and Taxes.
During the period of ownership of the Project by the
Developer, the Developer shall be solely responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Project or portion thereof owned by the Developer, and shall pay such charges prior to delinquency. However, the Developer shall not be required to pay and discharge any such charge so long as (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (b) if requested by the Agency, the Developer deposits with the Agency any funds or other forms of assurance that the Agency in good faith from time to time determines appropriate to protect the Agency from the consequences of the contest being unsuccessful.
4.5 Indemnification and Insurance
(a) In General. Developer agrees to, and shall,
indemnify and hold the Agency and the City and their agents, servants, employees, officers, directors, and consultants harmless from and against all liability, loss, damage, costs, or expenses (including attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss and damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site or the Project and which shall be directly or indirectly caused by any acts done on the Site or the Project, except to the extent caused by Agency's negligence or willful misconduct, or any errors or omissions of the Developer and its agents, servants, employees and contractors. {b) Insurance. Prior to the Close of Escrow, Developer
shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of insurance policies in the amount of $2,000,000 combined single limits naming the Agency and the City as additional insureds covering claims against Developer including, but not limited to, personal injury and property damage insurance policies in the amount of at least $2,000,000. The Developer shall also furnish to the Agency proof of insurance coverage including a binder or policy of fire and hazard insurance with mortgagee's loss payable endorsement in favor of the Agency, the City and the State, with endorsements of extended coverage, vandalism, and malicious mischief; and a rent interruption endorsement. The insurance required by this Section 4.5 shall be sc\ fam\grant .3
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kept in force until the Grant has been disbursed in full. All binders or policies of insurance shall be issued by companies approved by the Agency in form and amount acceptable to the Agency, and shall provide, if obtainable, for not less than thirty (30) days' notice by certified mail to Agency prior to any cancellation, modification or reduction in coverage.
4.6 Transfers
(a) Following the issuance of the Certificate of
Completion by the Agency, Developer shall have the right to assign this Agreement and convey the Site and the Project to Emergency Housing Consortium, a California nonprofit public benefit corporation ("EHC") subject to and as provided in Section 701 of the DDA, or to another nonprofit public benefit corporation pursuant to Section 702 of the DDA. For purposes of this Agreement, EHC or such other nonprofit public benefit corporation shall be referred to as the "Permitted Transferee."
(b) Except as provided in subdivision (a) of this
Section 4.6, Developer shall not assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site, the Project, or any portion thereof or interest therein (referred to hereinafter as a "Transfer"), without prior written approval of the Agency. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Agency may grant or deny such consent in its sole discretion and, if consent should be given, any such transfer shall be subject to this Section 4. 6, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein.
(c) Any such proposed transferee shall have the
qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement, the Agreement Containing Covenants, the Performance Deed of Trust and the Environmental Indemnity (collectively referred to as the "Grant Documents") by the Developer. Any such proposed transferee and any Permitted Transferee, by instrument in writing satisfactory to the Agency, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under the Grant Documents and agree to be subject to all conditions and restrictions applicable to the Developer in the Grant Documents. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing.
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(d) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Developer or any other party from any obligations under the Grant Documents.
(e) In the event of a Transfer without the prior written consent of the Agency, the Agency shall have the right to foreclose on the Performance Deed of Trust.
(f) (i) As used herein, "Transfer" includes the sale,
agreement to sell, transfer or conveyance of the Site, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Site or Project, or the lease of all or substantially all of the Site or Project, except as provided below. (ii) ''Transfer'' shall also include the transfer,
assignment, hypothecation or conveyance of legal or beneficial ownership of any interest in Developer or any conversion of Developer to an entity form other than that of Developer at the time of execution of this Agreement, except as provided in subdivision (b) of Section 1.7 hereof.
(iii) Notwithstanding paragraphs (i) and (ii),
"Transfer" shall not include a conveyance of a security interest in the Site and the Project to Sun and to the State pursuant to the Permitted Encumbrances, or the conveyance of title to the Site or Project in connection with a foreclosure or a deed in lieu of foreclosure, nor shall it include the leasing for occupancy of all or any part of the Project pursuant to this Agreement.
4.7 Right of Agency to Cure Defaults
In the event of a default or breach by the Developer of either of the Permitted Encumbrances, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien upon the Site and the Project (or any portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to the Permitted Encumbrances.
ARTICLE 5 USE OF THE SITE
5.1 Uses
(a) The Developer covenants and agrees for itself, its
successors, its assigns and every successor in interest to the Site or any part thereof, that the Developer, its successors and assignees shall use the Site exclusively for the uses specified in sc\fam\grant .3
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the DDA, this Agreement and the Agreement Containing Covenants.
Without limiting the generality of the foregoing, Developer shall develop on the Site 33 2-bedroom units of multifamily rental housing, as provided in the Drawings, which will be rented exclusively, at an affordable rent, to Very Low Income households, for not less than 30 years following initial occupancy, as more particularly described in the Agreement Containing Covenants. (b) The Developer, such successors and such assigns
shall operate the Site and the Project in conformity with all applicable laws, including all applicable federal and state labor standards, maintain the Project on the Site, keep the Site and Project free from any accumulation of debris or waste materials, and maintain in a healthy condition any landscaping planted in accordance with the Drawings.
5.2 Management of the Site
(a) Prior to the Close of Escrow, Developer shall
prepare and submit to the Agency Executive Director or his designee for review and approval a management plan (the "Management Plan") for the operation of the Project. Approval of the Management Plan by the Agency Executive Director or designee shall be a condition precedent to the Close of Escrow.
(b) The Management Plan shall describe in reasonable
detail the Developer's proposed plans for managing and operating the Project. The Management Plan, including any amendments proposed by Developer, shall be subject to the approval of the Agency Executive Director or designee.
(c) For the term of the Agreement Containing Covenants, Developer, its successors and assigns, shall manage and operate the Project in accordance with the approved Management Plan, including any amendments approved from time to time by Developer and the Agency Executive Director.
(d) The Agreement Containing Covenants shall -contain
appropriate provisions implementing this Section 5.2.
5,3 Maintenance of the Site
(a) Prior to the Close of Escrow, Developer shall
prepare and submit to the Agency Executive Director or his designee for review and approval a program (the "Exterior Maintenance Program") for the maintenance of the exterior of the Project.
Approval of the Exterior Maintenance Program by the Agency Executive Director or designee shall be a condition precedent to the Close of Escrow.
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(b) The Exterior Maintenance Program shall describe in
reasonable detail the standards to be followed in maintaining the exterior of the improvements, including a schedule indicating the proposed frequency of each element of maintenance, and shall include, at a minimum, the following: periodic cleaning of the exterior of the improvements, including windows; removing graffiti; removing debris and waste materials and otherwise maintaining outdoor areas of the Site; performing inspections of all exterior features to determine whether repairs are required; conducting periodic protective treatments such as rust removal and caulking; conducting repairs to facades, roof, doors, windows and other exterior features; maintaining fencing and other security devices and systems; and periodic repainting. The Exterior Maintenance Program, including any amendments proposed by Developer, shall be subject to the approval of the Agency Executive Director or designee.
(c) For the term of the Agreement Containing Covenants, Developer shall maintain the exterior of the improvements in accordance with the approved Exterior Maintenance Program, including any amendments approved from time to time by Developer and the Agency Executive Director. In the event Developer fails to maintain the exterior of the improvements in accordance with the approved Exterior Maintenance Program, the Agency shall have the right, but not the obligation, to enter the Site, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, until paid, shall constitute a lien on the Site. (d) The Agreement Containing Covenants shall contain
appropriate provisions implementing this Section 5.3.
5.4 Obligation to Refrain from Discrimination
There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, national origin, ancestry, sex, or marital status 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 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, subtenants, sublessees, or vendees of the Property.
5,5 Form of Nondiscrimination and Nonsegregation Clauses The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, religion, ancestry, national origin, sex, or marital status of any person.
All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
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(a) In deeds: "The grantee herein covenants by and for
himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, 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 in the land herein conveyed. The foregoing covenants shall run with the land.
(b) In leases: "The lessee herein covenants by and for
himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, 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, religion, ancestry, national origin, sex, or marital status in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, 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, religion, ancestry, national origin, sex, or marital status in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of
discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the land."
5.6 Effect and Duration of Covenants
(a) The Developer has, concurrently with the execution
of this Agreement, executed in recordable form the Agreement Containing Covenants, subjecting and burdening the Site and Project with the covenants set forth in Sections 5.1 through 5.5, inclusive, as covenants running with the land, which the Agency is authorized to record against the Site and Project concurrently with the Close of Escrow.
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(b) The covenants contained in the Agreement Containing Covenants shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site and the Project or any part thereof.
(c) All conditions, covenants and restrictions contained in this Article 5 and the Agreement Containing Covenants shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by the Agency, its successors and assigns, and the City and its successors and assigns, against the Developer, its successors and assigns, to or of the Site, the Project or any portion thereof or any interest therein.
(d) Except as set forth in the following sentence (and
subject to the rights of the beneficiaries of the Permitted Encumbrances), every covenant and condition and restriction contained in this Article 5 and the Agreement Containing Covenants shall remain in effect for the longest feasible time, but for not less than thirty (30) years. The covenants against discrimination set forth in Sections 5. 4 and 5. 5 shall remain in effect in perpetuity.
5.7 Effect of Violation of the Terms and Provisions of this ( Agreement
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 Agreement and the covenants shall run in favor of the Agency without regard to whether the Agency has been, remains, or is an owner of any land or interest therein in the Site, the Project, or in the development area. In addition to any rights it may have pursuant to the Agreement Containing Covenants and the Performance Deed of Trust, the Agency shall have the right if the covenants are breached, after the expiration of applicable cure periods, 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.
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ARTICLE 6 DEFAULTS, REMEDIES AND TERMINATION
6.1 Defaults - General
(a) Subject to Force Majeure delays as set forth in
Section 7.5, and subject to the further provisions of this Section
6. 1, 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.
(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.
6.2 Institution of Legal Actions
In addition to any other rights or remedies, either party may institute legal actions to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy, including specific performance, consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Santa Clara, State of California, in any sc\fam\grant.3
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other appropriate court in that County, or in the United States District Court for the Northern District of California.
6.3 Applicable Law
The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
6.4 Acceptance of Service of Process
(a) In the event that any legal action is commenced by
the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Chairman of the Agency, or in such other manner as may be provided by law.
(b) In the event that any legal action is commenced by
the Agency against the Developer, service of process on the Developer shall be made by personal service upon an officer of the Developer, or in such manner as may be provided by law, and shall be valid whether made within or without the State of California.
6.5 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
6.6 Damages
If either party defaults with regard to any of the provisions of this Agreement, and the default is not cured after the applicable notice and cure period as set forth in Section 6.1, the defaulting party shall be liable to the other party for damages caused by such default.
6.7 Specific Performance
If either party defaults under any of the provisions of this Agreement, and the default is not cured after the applicable notice and cure period as set forth in Section 6.1, the nondefaulting party, at its option, may institute an action for specific performance of the terms of this Agreement.
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6.8 Termination
(a) The Agency, at its option, may terminate this
Agreement prior to the Close of Escrow in the event of any material default that the Developer fails to cure within the respective time set forth in Section 6.1.
(b) Following the Close of Escrow, in the event of any
material default that the Developer fails to cure within the respective time set forth in Section 6.1, the Agency shall not terminate this Agreement except in connection with a foreclosure of the Performance Deed of Trust.
6.9 Notice of Default to the State
Whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer, the Agency shall at the same time deliver a copy of such notice or demand to the State. The State shall (insofar as the rights of the Agency are concerned) have the right, at its option, within ninety (90) days after receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the security interest debt and the lien on its security interest.
ARTICLE 7 GENERAL PROVISIONS
7.1 Notices, Demands, and Communications Between the Parties All notices and demands which may or are to be required or permitted to be given by either party to the other hereunder shall be in writing. All notices and demands by Agency to Developer shall be personally served or sent by United States Mail, postage prepaid, and addressed to Developer at the address set forth in Section 1.6, or to such other place as Developer may from time to time designate in a notice to Agency. All notices and demands by Developer to Agency shall be personally served or sent by United States Mail, postage prepaid, and addressed to Agency at the address set forth in Section 1.5, or to such other person or place as Agency may from time to time designate in a notice to Developer. All notices shall be deemed to be served upon personal delivery or two (2) days after mailing in the manner required by this Section.
7.2 Conflict of Interests
No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or sc\ f am\grant. 3
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association in which he or she is directly or indirectly interested.
7.3 Warranty Against Payment of Consideration for Agreement Except as provided in this Agreement, the Developer warrants that it has not paid or given, and will not pay or give, any person any money or other consideration for obtaining this Agreement.
7.4 Nonliability of Agency Officials and Employees
No member, official, or employee of the Agency shall be personally liable to the Developer or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement.
7.5 Force Majeure Delay: Extension of Time of Performance Notwithstanding specific provisions of this Agreement,
performance of non-monetary obligations by either party shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (except that acts or failure to act of the Agency shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause (a "Force Majeure Delay") shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the Agency and Developer. Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Delay unless and until the requesting party delivers to Agency written notice describing the event, its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. The requesting party shall deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event.
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7.6 Inspection of Books and Records
The Agency or its designee has the right at all reasonable times, upon reasonable notice, to inspect the books, records, and/or other documents of the Developer pertaining to the Site and/or the Project as pertinent to the purposes of this Agreement.
7.7 Approvals
Approvals required of the Agency or the Developer shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in this Agreement or, if no time is given, within a reasonable time.
7.8 Authorized Representative of Agency
Unless otherwise specified or the context requires otherwise, all references in this Agreement and its attachments to the Agency shall mean the Executive Director of the Agency or any officer or employee of the Agency to whom the Executive Director or the Board of the Agency delegates authority to perform, carry out and/or enforce this Agreement.
7,9 Waivers
The waiver by Agency of any term, covenant, or condition herein contained shall not be a waiver of such term, covenant, or condition on any subsequent breach.
7.10 Time of the Essence
Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.
7.11 Attorneys Fees and Costs
If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, the prevailing party shall be entitled to recover all costs and expenses, including the fees of its attorney and any expert witnesses in such action or proceeding. This provision shall also apply to any postjudgment action by either party, including without limitation efforts to enforce a judgment.
7.12 Severability
Any provision of this Agreement which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
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7.13 Non-exclusivity
No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
7.14 Relationship of the Parties
Nothing contained in this Agreement shall be deemed or
construed as creating a partnership, joint venture, or any other relationship between the parties hereto other than Grantor and Grantee according to the provisions contained herein, or cause Agency to be responsible in any way for the debts or obligations of Developer, or any other party.
7.15 Complete Agreement
This Agreement, including any document or instrument
incorporated herein by reference, contains a complete and final expression of the agreement between Agency and Developer, and there are no promises, representations, agreements, warranties, or inducements either express or implied other than as are set forth in this Agreement. Any and all previous discussions or agreements between Agency and Developer with respect to the premises, whether oral or written, are superseded by this Agreement.
7.16 Terminology
When the context so requires when used in this Agreement, the masculine gender shall be deemed to include the feminine and neuter gender and the neuter gender shall be deemed to include the masculine and feminine gender. When the context to requires when used in this Agreement, the singular shall be deemed to include the plural. The paragraph and section headings have been used for convenience only, and shall not be used in the interpretation hereof.
7.17 Necessity for a Writing
No amendment, change, or addition to, or waiver of termination of, this Agreement or any part hereof shall be valid unless in writing and signed by both Agency and Developer.
7.18 Third Party Beneficiary
The parties to this Agreement acknowledge and agree that the provisions of this Agreement are for the sole benefit of Agency and Developer and the State, and not for the benefit, directly or indirectly, of any other person or entity, except as otherwise expressly provided herein.
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7.19 Authority to Sign
Developer hereby represents that the person executing this Agreement on behalf of Developer has full authority to do so and to bind Developer to perform pursuant to the terms and conditions of this Agreement.
7.20 Incorporation by Reference
Each of the exhibits attached hereto is incorporated herein by this reference.
7.21 Interpretation of Agreement
This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each party has been given the opportunity to consult with experienced and knowledgeable legal counsel. Accordingly, any rule of law (including Civil Code section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose and intent of the parties to this Agreement.
ARTICLE 8 EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE
This Agreement shall be executed in five duplicate originals, each of which is deemed to be an original. This Agreement consists of twenty-eight (28) pages and six (6) attachments which constitute the entire understanding and agreement of the parties.
This Agreement does not take effect until executed by the Agency. This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of signature by the Developer, or this Agreement may be terminated by the Developer on written notice to the Agency.
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Upon the execution of this Agreement by both parties, the date of this Agreement shall be the date-on which this Agreement was executed by the Agency.
Date: ~ /3, /'!ff
ATTEST:
By: a -c'. .drt;2u2& ~- Boccig ne - Secretary
APPROVED AS TO FORM:
MICHAEL R. DOWNEY,
Agency General Counsel
KANE, BALLMER & BERKMAN
Agency ecial Counsel
By:
Date: _______ _
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THE REDEVELOPMENT AGENCY
OF THE CITY OF SANTA CLARA, CALIFORNIA
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MID-PENINSULA HOUSING
California nonprofit
corporation
-28-
COALITION, a
public benefit
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-467 Agenda Date: 8/27/2024
REPORT TO COUNCIL
SUBJECT
Action on Authorizing the Use of City Water Forces to Install Backflow Prevention Devices at 5452 Betsy Ross Drive and 2339 El Camino Real.
BACKGROUND
Charter Section 1310 titled Contracts on Public Works states in part “that every contract involving an expenditure of more than one thousand dollars ($1,000.00) for the construction or improvement, (excluding maintenance and repair), of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”
DISCUSSION
Staff believes that the work described below is best performed with City Forces to complete the limited size and scope of work outlined below. The Water Utility has in-house knowledge and trained personnel operating and maintaining water services that can be leveraged to perform this work more economically. Bidding out the work and contracting with a private entity would delay the construction projects. Therefore, staff recommends that the City Council find that City Forces can best perform the installation of the following water services and approve the use of City Forces.
Location: 5452 Betsy Ross Drive
Type of Service: Provide installation services for new public water improvements.
Description of Work: Upgrade existing (1) - 8” fire service with RPDA backflow prevention device
Job Number: 592-1423-80300-7054-(i)30405
Cost Estimate $ 42,155.00
Source of Revenue Customer/Developer Contribution
Location: 2339 El Camino Real
Type of Service: Provide installation services for new public water improvements.
Description of Work: Upgrade existing (1) - 1” water service with reduced pressure backflow prevention device
Job Number: 592-1423-80300-7054-(i)30989
Cost Estimate: $ 13,449.83
Source of Revenue: Customer/Developer Contribution
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24-467 Agenda Date: 8/27/2024
ENVIRONMENTAL REVIEW
The actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines sections 15302(c) (Class 2 - Replacement or Reconstruction) because they involve the replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity.
FISCAL IMPACT
The funds to support the staff time for the work detailed in this report are included in the Fiscal Year 2024/25 Adopted Budget. Expenditures will be offset by developer contributions.
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office beginning the Thursday evening before the Tuesday 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
Adopt the attached Resolution approving the use of City Water forces for water utility upgrades at 5452 Betsy Ross Drive and 2339 El Camino Real.
Prepared by: Ahmed Aly, Principal Civil Engineer
Approved by: Gary Welling, Director of Water and Sewer Utilities Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. 2024 Use of City Water Forces Resolution
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Resolution/Use of City Forces Page 1 of 2
Rev: 7/27/2023
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AUTHORIZING THE USE OF CITY WATER AND SEWER
UTILITIES DEPARTMENT FORCES PURSUANT TO CHARTER
SECTION 1310
WHEREAS, the City of Santa Clara’s Charter section 1310 requires all contracts involving an expenditure of over $1,000 for a public works project to be let to the lowest responsible bidder; WHEREAS, Charter section 1310 permits the City to use its own employees if the City Council determines that the public works may be done better or more economically by the City’s own employees, and, upon such determination, the City may proceed to have the public works project completed without further observance of Charter section 1310; WHEREAS, the City’s Water & Sewer Utility Department desires to perform certain public works, as set forth in the Report to Council dated August 27, 2024, by its own employees; and, WHEREAS, the City Council has declared and determined that the work in question may be performed better or more economically by the City with its own employees.
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. The City Council of the City of Santa Clara does hereby declare and determine that the public works set forth in the August 27, 2024 Report to Council, attached hereto and incorporated by this reference, may be performed better or more economically by the City with its own employees.
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Resolution/Use of City Forces Page 2 of 2
Rev: 7/27/2023
2. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2024, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference: Aug. 27, 2024 Report to Council #24-467.
S:\Attorney\RESOLUTIONS\Form Resolution - Use of City Forces.doc City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-625 Agenda Date: 8/27/2024
REPORT TO COUNCIL
SUBJECT
Action on Amendment # 1 to Incentive Program Implementation Services Agreement Between Center for Sustainable Energy and City of Santa Clara for the California Electric Vehicle Infrastructure Project (CALeVIP)
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure and Sustainability
BACKGROUND
The California Electric Vehicle Infrastructure Project (CALeVIP) program is a state-wide electric vehicle (EV) infrastructure incentive project. This program is subdivided into regional programs.
Silicon Valley Power (SVP), Silicon Valley Clean Energy (SVCE), Peninsula Clean Energy (PCE), San Jose Clean Energy (SJCE), and City of Palo Alto Utilities (CPAU) are part of the PeninsulaSilicon Valley Incentive Project. The California Energy Commission (CEC) funds the CALeVIP program and provides funding to the regional programs and participating members, like SVP.
The California Energy Commission (CEC) authorized the Center for Sustainable Energy (CSE) to deploy the CALeVIP program funding and administer the program. CALeVIP offers incentives for the purchase and installation of electric vehicle supply equipment (EVSE) at publicly accessible sites throughout California including, but not limited to, multi-unit dwellings, mixed-use commercial/residential, and businesses. The CALeVIP program works with local partners to develop and implement electric vehicle (EV) charger incentive projects that meet regional needs for Level 2 and Direct Current (DC) fast chargers.
On September 17, 2019, the City Council authorized SVP’s participation in the CALeVIP program.
On April 3, 2020, the City of Santa Clara entered into the Incentive Program Implementation Services Agreement with CSE. This agreement authorized CSE to deploy $4,000,000 of CEC funds towards DC fast charging projects specifically in the City of Santa Clara with SVP contributing additional funds to rebate the installation of Level 2 charging stations. The agreement also included the scope of work for program design, deliverables, outreach, and program implementation.
DISCUSSION
The Peninsula-Silicon Valley Incentive Project under the CALeVIP program launched in December 2020 and is expected to sunset on September 30, 2025. The purpose of this amendment is to update the CALeVIP Program language, terms, and clarify funding obligations. These amendments are necessary to address project changes as well as to address program close-out.
Since the initiation of the CALeVIP program, $1,050,000 has been paid to SVP customers to install City of Santa Clara Page 1 of 2 Printed on 8/23/2024
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24-625 Agenda Date: 8/27/2024
publicly available DC Fast and Level 2 EV charging projects in the City of Santa Clara, with the remaining funds reserved for projects still under construction. All approved projects are anticipated to result in 102 DC Fast charging connectors and 136 Level 2 EV charging connectors. In Santa Clara, 19% of funds have been reserved or issued to Disadvantaged and Low-Income Communities.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations in that it solely facilitates funding and is therefore a fiscal activity that does not involve the commitment to a specific project which may result in a potentially significant physical impact on the environment.
FISCAL IMPACT
Funding for this project comes from Low Carbon Fuel Standard (LCFS) program credit proceeds and is currently budgeted in the Electric Operating Grant Trust Fund. SVP committed $4,000,000 towards the program according to the Incentive Program Implementation Services Agreement.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [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 Amendment No. 1 to Incentive Program Implementation Services Agreement Between Center for Sustainable Energy and City of Santa Clara (Agreement); and
2. Authorize the City Manager to take any actions as necessary to implement and administer the Agreement and to negotiate and execute amendments to the Agreement, subject to the appropriation of funds and review and approval as to form by the City Attorney.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. CALeVIP - Incentive Program Implementation Services Agreement (executed)
2. CALeVIP - EV Charger Incentive Project Scope of Work
3. CALeVIP - Amendment #1 to Incentive Program Implementation Services Agreement (proposed) City of Santa Clara Page 2 of 2 Printed on 8/23/2024
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INCENTIVE PROGRAM IMPLEMENTATION SERVICES AGREEMENT
This Incentive Program Implementation Servic~tgreement (including Appendix I (Scape of Work), this "Agreement") is entered into as of ( fj { d--... ], 2020 ("Effective Date") by and between Center for Sustainable Energy, a lifomia nonprofit public benefit corporation recognized as a tax exempt organization under Section 50l(c)(3) of the Internal Revenue Code of the United States ("CSE") and the City of Santa Clara, a chartered California municipal corporation, doing business as Silicon Valley Power ("Client" or "Entity").
RECITALS
WHEREAS the California Energy Commission ("CEC") approved funding • for and designated CSE to design and implement up to $200 million in electric vehicle charger incentive projects throughout California ("CALe VIP Funding") and CSE has accepted the CALe VIP Funding under the terms and conditions of that certain Grant Agreement (EPC-14-077) dated as of July 9, 2015 (the "Grant Agreement").
WHEREAS CEC has authorized CSE to deploy a portion of CALe VIP Funding (the "CEC Funds"), of $4,000,000, towards an incentive program in Santa Clara County (the "PeninsulaSilicon Valley Incentive Project").
WHEREAS Client provides locally-controlled, carbon-free electricity to residents and businesses in its service territory in Santa Clara County.
WHEREAS Client desires to promote more rapid deployment of public and private infrastructure that will accelerate adoption of electric vehicles in its service territory, Client will dedicate $4,000,000 to the Peninsula-Silicon Valley Incentive Project ("Client Funds"). Annual Client funding will be identified, through the annual budget cycle. Monies are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. Client Funding is contingent on Peninsula-Silicon Valley Incentive Project receipt of CEC Funding no later than at that start of the Project launch, estimated to be October, 2020.
WHEREAS Client desires to hire CSE to develop and administer the Peninsula-Silicon Valley Incentive Project in consideration of payment of a fee in accordance with the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual terms, conditions, promises, covenants, and payments contained in this Agreement, together with all exhibits, CSE and Client ( each a "Party" and together, the "Parties") agree as follows:
1 Sl\.1RH:487865848.4
1. FUNDING COMMITMENT
Client acknowledges and agrees that CSE is relying on funding commitments from Client.
Subject to the terms and conditions of this Agreement Client Funds will be identified, through the annual budget cycle. Monies are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in Client's service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. Client Funding is contingent on the Peninsula-Silicon Valley Incentive Project's receipt of CEC Funding no later than at the start of the Project.
2. SERVICES.
2.1. General. Subject to the terms and conditions of this Agreement and in consideration of the proper payment by Client of the Implementation Fee (as defined herein) and any other amounts required to be paid by Client hereunder, including without limitation the payment of Client Funds to fund incentive payments, CSE shall provide Client with certain program development, marketing, digital media, branding, software, management, incentive payment application review and administration, disbursement of incentive payments, data collection and reporting and other services, including modifications thereto ( collectively, the "Services") as described in Appendix I (the "Scope of Work") and CSE shall provide works created for Client, and all materials, information and deliverables prepared or developed as a result of or in connection with the Services, including any trademarks, information, content, processes, methodologies, products, goods, services, software, materials, rights, and/or data, including all intellectual property rights therein, provided to Client ( other than the Client Materials and Client Data, each as defined below) and any modifications thereto ( collectively, "Deliverables").
2.2. Standard of Performance. CSE shall use commercially reasonable efforts to provide the Services in accordance with the standards, practices and procedures established by CSE for its own operations, unless otherwise expressly provided in this Agreement. CSE shall comply with all laws, regulations, rules and orders applicable to CSE regarding the Services provided hereunder.
2.3. Project Representatives. Each Party designates the individual identified in the Scope of Work as its designated representative for coordination and cooperation in connection with the Services, who shall confer regarding the status of the Services at a mutually agreed-upon minimum frequency, and have such other responsibilities as set forth in the Scope of Work.
2.4. Client's Obligations. Client acknowledges that Client's timely provision of (and CSE' s access to) Client facilities, equipment, assistance, cooperation, and complete and accurate information and data from Client's officers, agents and employees ("Cooperation") is essential to the performance of the Services, and that CSE shall not be liable for any deficiency in performing the Services if such deficiency results from Client's failure to provide full cooperation as required hereunder. Cooperation includes, but is not limited to, designating a Project Representative to interface with CSE during the course of the Services, allocating and engaging additional resources as required to assist CSE in performing the Services, and providing all other necessary assistance as required hereunder.
2 SMRH:487865848.4
2.5. Relationship of the Parties. Each Party is an independent contractor under this Agreement and nothing herein shall be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party.
2.6. Territory. The Services and Deliverables will be provided and accessible solely within the Entities territory in the State of California and other areas in the State of California where Client has legal authorization to serve its customers (the "Territory").
3. INTELLECTUAL PROPERTY RIGHTS.
A. Licensed Services and Deliverables. Entity shall have a limited, non-exclusive, non-sublicensable and non-transferable right during the Term to access and use the Services and Deliverables within the Territory, subject to the terms and conditions of this Agreement. The Services and Deliverables may be used by the Entity only in connection with the Peninsula-Silicon Valley Incentive Project. Entity shall have no right to copy, in whole or in part, the Services and Entity shall not, and shall permit no third party to, modify, adapt, translate, reverse engineer, decompile, disassemble, sublicense, redistribute, resell, rent, lease, remove any copyright or other proprietary notice from, or create derivative works based on the Services, or extract any component thereof for use with any other systems, applications, data or materials, or use or reproduce any part of the Services in source-code format. Further, Entity shall not access, use or exploit the Services or Deliverables (in whole or in part) in order to build, develop (or commission the development of), or consult upon any product or service which competes (directly or indirectly) with the Services. Entity agrees that its access to and use of any software components, data, applications and/or related materials owned and controlled by third parties that interoperate with or are otherwise made available in connection with the Services ( collectively, "Third Party Materials") may be subject to separate terms and conditions as may be imposed from time to time by the third party involved. Entity shall be solely responsible for obtaining and maintaining all necessary licenses, consents and permissions to access and use Third Party Materials and complying with all terms and conditions relating thereto.
B. Ownership of Services and Deliverables. Except for the license to access and use the Services and Deliverables expressly granted to Entity under this Agreement, Contractor retains all right, title and interest in the Services and Deliverables, whether as individual items or a combination of components and whether or not the Services are completed, regardless of any participation or collaboration by Entity in their design, development or implementation.
Contractor has the sole right to obtain, hold and renew in its own name and for its own benefit, any patents, copyrights, registrations and other similar intellectual property and proprietary rights protections regarding any Services and Deliverables. Entity shall reasonably cooperate with Contractor and execute all documents necessary to enable Contractor to perfect, preserve, register and record its rights in the Services and Deliverables. Except for the limited rights and licenses granted to Entity under this Agreement, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the Services and Deliverables or any of Contractor's rights or interests therein. All rights not expressly granted to Entity hereunder are reserved by Contractor. 3 SMRH:487865848.4
C. Client Materials. Client shall reasonably cooperate with CSE in the performance of the Services, including by promptly providing CSE with all Client and third paity trademarks, trade names, service mai'k:s, logos, names, and distinctive identification ( collectively, "Client Trademarks"), infonnation, materials, data, images and content required to perform the Services (collectively, "Client Materials"). Client hereby grants to CSE a non-exclusive, nonsublicensable, and non-transferable right and license to use the Client Materials and Client Trademarks as provided by Client to CSE hereunder solely in connection with the development and creation of the Deliverables and performance of the Services. All goodwill resulting from CSE's use of the Client Trademarks shall inure to the benefit of Client. Without limiting the foregoing, Client hereby grants to CSE a non-exclusive, non-sublicensable, non-transferable right and license to use any data inputted or uploaded by Client in connection with the Services and any data generated from Client's use of the Services, including infonnation and data regarding Client's customers ( collectively, the "Client Data") in connection with the performance of the Services.
As between Client and CSE, Client retains all right, title and interest in the Client Materials, Client Trademarks and Client Data, except for the limited rights and licenses granted to CSE under this Agreement.
D. • Use of Data. Client hereby grants to CSE a non-exclusive, inevocable, perpetual, royalty-free, worldwide right and license to use the Client Data (i) for data analysis and market research purposes, (ii) to improve and enhance the Services and for other development, diagnostic and conective purposes, (iii) to disclose such data to CEC as required under the Grant Agreement, and (iv) to disclose such data solely in aggregate or other de-identified form in connection with its business, including for benchmarking purposes and providing market reports and studies to third paities.
2. DATA SECURITY. CSE shall implement appropriate technological, physical and administrative safeguards designed to protect the Client Data from unauthorized access, transfer, use or disclosure. Such safeguards shall include measures designed to prevent access, use, modification or disclosure of Client Data by CSE personnel except (a) to provide the Services, (b) as authorized by this Agreement, including, without limitation, as required by applicable law, or ( c) as otherwise authorized by Client in writing. CSE shall also serve notice, and receive and process aiw responses, of any use or transfer of Client Data as required by the California Consumer Privacy Act.
3. IMPLEMENTATION FEE
The "Implementation Fee" the Client shall remit to CSE, to the account specified by CSE, in immediately available funds is 7% of the Client funds to be used for incentive payments that will be paid to public and private prope1ty owners and business owners that install electric vehicle chargers that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. Client funds are contingent upon annual funding identified, through the annual budget cycle to be approved by the Policy Board. The Client shall remit the Implementation Fee payment to CSE in accordance with the following annual schedule. 1
Invoicing procedure to be discussed.
4 SMRH:487865848.4
A.
i. 95% of the administration funds ($:XX) be paid to CSE three months before the time of Peninsula-Silicon Valley Incentive Project launch, expected July 2019. ii. 25% of the Entity's incentive funds on the first business day to occur on or after 35% of CEC Funding ($:XX) has been reserved by CALeVIP applicants that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. 111. 25% of the Entity's incentive funds on the first business day to occur on or after 70% of CEC Funding ($:XX) has been reserved by CALeVIP applicants that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. iv. 50% of the Entity's incentive funds on the first business day to occur on or after 100% of CEC Funding ($:XX) has been reserved by CALe VIP applicants that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. v. 5% of the administration funds ($:XX) on the first business day following program completion, to be defined as exhaustion of all CEC and Client Funding and delivery of the Final Report.
B. If Client fails to pay any such amounts when due, Client shall pay CSE an additional late fee of 1.5% (or the maximum amount permitted by law, ifless).
C. Taxes. The Implementation Fee and other amounts required to be paid by Client hereunder do not include, and Client agrees to pay, or reimburse CSE for all federal, state, local or other taxes, including, without limitation, sales, use, excise and property taxes, or amounts levied in lieu thereof, based on charges required under this Agreement; provided that Client shall have no responsibility for taxes imposed on CSE's net income by any taxing authority.
4. LIMITED WARRANTY. CSE warrants to Client that the Services will be performed in a professional and workmanlike manner and in accordance with the specifications provided in the Scope of Work in all material respects. In the event of a breach of the warranty set forth in this Section 4, CSE agrees, as CSE's sole and exclusive obligation and Client's sole and exclusive remedy, to use commercially reasonable efforts to re-perform the defective Services or to modify or correct the defective Deliverable, as applicable, at its sole costs and expense.
5. REPRESENTATIONS AND WARRANTIES.
A. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right, power and authority to enter into this Agreement and to perform the acts and grant such rights required of it under this Agreement, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary organizational governance action and violates no applicable law to which it is subject; (c) the execution of this Agreement and performance of its obligations under this Agreement do 5 SMRH:487865848.4
not and shall violate no other agreement to which it is a party and ( d) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered by each Party.
B. Client Materials and Trademarks. Client represents and warrants that (a) it owns the Client Materials and Client Trademarks and/or controls all necessary rights and licenses required for CSE' s use of the Client Materials and Client Trademarks as set forth in this Agreement, (b) the Client Materials and Client Trademarks, and CSE's use thereof as contemplated hereunder, shall violate no applicable laws or misappropriate, violate or infringe upon the intellectual property, privacy, publicity or other proprietary rights of any third party, and ( c) the Client Materials shall not contain any content that is false, misleading, defamatory or obscene.
C. No Other Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES AND THE PARTIES HEREBY DISCLAIM ANY
REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING ANY SERVICES (INCLUDING THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR
THAT ANY PARTICULAR RESULT WILL BE OBTAIN BY USE OF THE SERVICES),
DELIVERABLES, INFORMATION, CONTENT, PRODUCTS OR MATERIALS FURNISHED
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND/OR FITNESS FOR AP ARTICULAR PURPOSE.
6. INDEMNIFICATION; LIMITATION OF LIABILITY.
A. Mutual Indemnification. Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold the other Party (the "Indemnified Party"), harmless, at the Indemnifying Party's own cost and expense, from and against any and all liabilities, losses, damages, injuries, judgments, amounts paid in settlement, costs and expenses, including reasonable attorneys' fees and costs, arising out of or related to any third party claim resulting from any material breach of any of the Indemnifying Party's representations or warranties specifically set forth in Article 5 of this Agreement. The Indemnifying Party shall solely conduct the defense of any such claim and all negotiations for its settlement; provided that ( a) no settlement shall be agreed to without the Indemnified Party's prior written approval, and (b) the Indemnified Party may participate, at its own expense, in the defense and/or settlement of any such claim to protect its own interests.
B. Infringement Indemnification. CSE shall hold Client harmless from liability to third parties resulting from any claim that the Services infringe the United States patent or copyright of any third party, and will indemnify Client from any damages, reasonable attorney fees and costs finally awarded against Client as a result of such claim provided CSE is promptly . notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Any settlement of such claim must be preapproved in writing by CSE. The foregoing obligations do not apply regarding pmtions or components of the Service (i) not supplied by CSE, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by CSE, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified 6 SMRH:487865848.4
thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client's use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by CSE to be infringing, CSE may, at its option and expense (a) replace or modify the Service to be non-infringing; provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or ( c) if neither of the foregoing is commercially practicable, terminate this Agreement and Client's rights hereunder and provide Client a refund of any prepaid, unused fees for the applicable Services.
C. Limitations of Liability. EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS IN ARTICLE 6, OR A PARTY'S GROSS
NEGLIGENCE OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, OR LOSS OF DATA,
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CSE'S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, WARRANTY, TORT OR
OTHERWISE) EXCEED THE TOTAL FEES PAID BY CLIENT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO SUCH
CLAIM, EXCLUDING AMOUNTS PAID BY CLIENT TO CSE FOR PRODUCTS AND
SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS UNDER THE SCOPE OF
WORK FOR PRODUCTS, WHICH AMOUNTS ARE PAID OR PAYABLE BY CSE TO SUCH THIRD PARTY SERVICE PROVIDERS FOR SUCH PRODUCTS OR SERVICES.
7. CONFIDENTIAL INFORMATION.
A. Handling of Confidential Information. Subject to Section 9.1, each Party (each a "Receiving Party") agrees not to disclose to third parties Confidential Information received from the other Party ("Disclosing Party") and to not use such Confidential Information for its own benefit or the benefit of any other party, except in furtherance of the Peninsula-Silicon Valley Incentive Project. "Confidential Information" means information related to the business of the other Paity, including without limitation, the terms and conditions of this Agreement, all business plans, technical information or data, product ideas, methodologies, algorithms and analytical routines, software, and all personnel, customer, suppliers, contracts and sale, financial and other information, ideas, materials or other subject matter of such Party, whether disclosed orally, in writing or otherwise, that is provided by Disclosing Party to the Receiving Party clearly marked as confidential or that would reasonably be understood to be considered confidential under the circumstances.
B. Non-Disclosure. Neither Party shall disclose Confidential Information of the other Party to any person, firm or enterprise, unless authorized by the other Party in writing, except that each Party may disclose such Confidential Information (a) to its employees, agents, subcontractors, advisors and consultants with a legitimate need to know the same, (b) to CEC and Entity who may be under no obligation to maintain confidentiality of Confidential Information and 7 SMRH:487865848.4
( c) pursuant to applicable law, rule or regulation or compulsion of proper judicial or other legal process. Each Party also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, and shall take reasonable measures to restrict access to such information while in such Party's possession, to those employees needing such information to perform the work described herein, i.e., on a "need to know" basis. Each Party agrees to immediately notify the other Party in writing if such Party determines or has reason to suspect a breach of this requirement has occurred.
C. Grant Agreement. Nothing in this Article 7 shall prohibit CSE from complying with its obligations under the Grant Agreement.
D. Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, upon request of the Disclosing Party to such effect, the Receiving Party shall return to the Disclosing Party or confidentially destroy (and ce1iify such confidential destruction in a form reasonably acceptable to the Disclosing Party) all Confidential Information of such Disclosing Party, all documents and media containing such Confidential Information and any copies or extracts thereof. Upon written request by the Disclosing Party, the Receiving Party shall promptly cease, and shall cause its recipients to cease, use of such Confidential Information and any information or materials that contain, incorporate or are derived from such Confidential Information.
E. Exceptions. Information shall not be Confidential Information if it is: (w) already known free of restriction at the time it is obtained by the Receiving Party, (x) subsequently learned by the Receiving Party from a third party without breach of this Agreement, (y) is or becomes publicly available through no fault, default or breach of or by the Receiving Party or (z) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.
F. Remedies. Each party ( as Receiving Party) acknowledges that the Disclosing Party considers its Confidential Information to contain trade secrets of the Disclosing Party and that any unauthorized use or disclosure of such information would cause the Disclosing Party irreparable harm for which remedies at law would be inadequate. Accordingly, each party (as Receiving Party) agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the Receiving Party's obligations hereunder regarding the Confidential Information of the Disclosing Party, and such further relief as any court of competent jurisdiction may deem just and proper. •
8. TERM; TERMINATION RIGHTS.
A. Term. This Agreement shall commence as of the Effective Date and shall continue until all of the Administrative Fee has been paid in full and all remaining Client Funds have been utilized towards funding approved incentive payment applications, unless terminated earlier in accordance with the provisions set forth herein ("Term").
B. Termination for Material Breach. If any material breach of this Agreement by a Party occurs ( excluding a failure to pay), the other Party may terminate this Agreement by giving 8 SMRH:487865848.4
90 days' written notice thereof;provided that such termination shall not be effective if the breach of which the breaching Party has been notified has been cured prior to the expiration of said 90 days.
C. Termination for Breach of Payment Obligations. Notwithstanding anything to the contrary in this Agreement, if Client fails to pay the Implementation Fee ( or portion thereof) when due, CSE may terminate this Agreement by giving ten days' written notice of such nonpayment; provided that such termination shall not be effective if Client remits all outstanding amounts of the Implementation Fee and accrued late charges to CSE prior to the expiration of said ten-day period.
D. Termination for Insolvency. Either Party may immediately terminate this Agreement upon written notice if the other Party ( a) is adjudicated bankrupt or becomes insolvent, winds up or liquidates its business voluntarily or otherwise, (b) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), or (c) acquiesces to, or fails to have dismissed, within 30 days, any petition filed against it in any involuntary case under such bankruptcy laws.
E. Effect of Termination; Survival. If this Agreement terminates or expires, Client shall pay CSE for all Services performed and expenses incurred up through the termination or expiration date. Upon the expiration or termination of this Agreement, except for Sections 1.B, l.C, and l.D, and Articles 3, 6, 7, 9, and 10, which shall survive any termination or expiration of this Agreement, this Agreement shall become wholly void and of no further force and effect, and following such expiration or termination no Party shall have any liability under this Agreement to the other Party, except that each Party shall remain liable for any breaches of this Agreement that occurred prior to its expiration or termination.
9. GOVERNING LAW; DISPUTE RESOLUTION.
A. Governing Law. This Agreement shall be construed and enforced under the substantive laws of the State of California.
B. Disputes. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the Parties shall use their best efforts to settle such dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within sixty (60) days, upon notice by either Party to the other, such dispute, claim, question, or disagreement shall be submitted to binding arbitration under Section 9.C below
C. Binding Arbitration
SMRH:487865848.4
i. Any dispute, claim, question, or disagreement that the Parties cannot resolve under Section 9 .B above shall be finally settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, provided that a demand for arbitration shall not be made after the date when institution of a legal or equitable proceeding based upon such claim, 9 SMRH:487865848.4
dispute or other matter in question would be barred by the applicable statute of limitations.
ii. The arbitration shall be conducted by a single arbitrator with experience in commercial matters. The arbitrator shall be chosen by agreement of the Parties within five (5) days after the request for arbitration is received pursuant to the above. If the Parties cannot agree on an arbitrator within such time, then the arbitrator shall- be chosen under the AAA procedures from its panel of arbitrators with high technology commercial experience. Notwithstanding the process for choosing the arbitrator, an arbitrator shall be chosen within ten (10) days after the request for arbitration is received.
111. The arbitration hearing shall be held in San Diego County, California, or at such other place that mutually agreed by the Parties and the arbitrator. The place of the arbitration hearing will be established within thirty (30) days from the request/demand for arbitration. The arbitration shall commence within twenty (20) days from the date the place of arbitration hearing is established, and the arbitration shall be concluded in not more than three (3) days unless otherwise ordered by the arbitrator.
iv. The arbitrator shall have no authority to issue an award contrary to the express terms of this Agreement or the laws of the State of California or applicable US Federal Law, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.
v. The Parties shall exchange all documents they intend to submit to the arbitrator for consideration and shall be entitled to conduct a reasonable number of witness depositions before the final arbitration hearing. The award on the hearing shall be made within fourteen (14) days after the close of the submission of evidence. An award rendered by the arbitrator shall be final and binding on the Parties to such proceeding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to determine issues of arbitrability and to award compensatory damages, but shall not have authority to award punitive or exemplary damages. vi. Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any other remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief necessary to protect the rights or property of that Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy).
The arbitrators shall award to the prevailing Party, if any, as determined by the arbitrator, all of its costs and fees. As used in this Section, "costs and fees" mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees of the arbitration, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. 10 10. GENERAL.
A. Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, to any other Party without the other Party's prior written consent and any attempt to do so shall be void ab initio; provided that without the consent of the other Party, a Party may make an assignment of this Agreement through merger, consolidation or sale of all or substantially all of such Party's assets.
B. Delegation. Notwithstanding Section 10.A above, Client agrees that CSE may assign, subcontract or otherwise delegate any of its functions or duties to be performed hereunder to another qualified person or Entity,provided that such assignment, subcontract or delegation will not relieve CSE of its obligations under this Agreement. At Client's request CSE will provide notice of any such assignment, subcontract or other delegation.
C. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via an nationally recognized overnight courier or sent via email correspondence ( with confirmation of receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
Ifto CSE:
Center for Sustainable Energy
9325 Sky Park Ct, Ste. 100
San Diego, CA 92123-4380
Attention: [ notice officer]
E-mail: [ notice officer]
With a copy to (which shall not constitute notice):
[ ]
If to Client:
City of Santa Clara
1500 Warburton Ave.
Santa Clara, CA 95050
Attn: Electric Department
Email: -------
D. Force Majeure. Notwithstanding anything to the contrary herein, except regarding a Party's payment obligations, neither Party shall be in breach of this Agreement or incur any liability to the other in connection with any failure to perform any of its obligations hereunder to the extent that performance of such obligations is prevented or materially hindered by reason of strikes, lockouts, restrictive governmental or judicial orders or decrees, riots, insurrection, war, pandemics, acts of God or any other reason or event reasonably beyond such Party's control. 11 SMRH:487865848.4
E. Miscellaneous. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall be unimpaired. No amendment, modification, course of conduct or supplement to this Agreement shall be binding upon the Parties unless made in writing and duly signed by both Parties. No waiver, failure or delay in enforcing any provision, exercising any option or requiring any performance may be construed to be a continuing waiver or a waiver of that or any other provision in the future. The terms "include," "includes," and "including," whether or not capitalized, mean "include, but are not limited to," "includes, but is not limited to," and "including, but not limited to," respectively and are to be construed as inclusive, not exclusive. Captions of the Aiiicles, Sections and sub-sections of this Agreement are intended solely for convenience and no provision is to be construed by reference to the caption of any Article, Section, or sub-section. Except as expressly stated herein, the Parties' respective rights and remedies as stated herein are cumulative and not to the exclusion of each other or of any other rights or remedies a Party may have hereunder or at law or in equity; a Party may decline to exercise any one or more of its rights and remedies as it may deem fit, without jeopardizing any other rights and remedies it may have hereunder or at law or in equity. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or Entity not a patiy to this Agreement.
F. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same instrument.
A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device under which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.
G. Entire Agreement. This Agreement (which includes Appendix I) and any other exhibits or schedules attached hereto, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CENTER FOR SUSTAINABLE
ENERGY
By: _____________ _
Name: ____________ _
[Type or Print]
Title: --------------
SMRH:487865848.4
CITY OF SANTA CLARA
Name: Deanna J. Santana
Title: City Manager
12 January 30, 2020
SCOPE OF WORK
1. TASK 1: INCENTIVE PROJECT DESIGN
1.1. The goal of this task is to work with Silicon Valley Power to design a targeted incentive Project in Santa Clara County.
1.2. Center for Sustainable Energy incentive design work will consist of:
(a) Research and analysis of EV charger incentive Project opportunities along the following parameters:
i. Market opportunities to incentivize the deployment of EV chargers; ii. Expected or potential demand for EV chargers;
iii. Currently available EV charger incentives relevant to proposed project; iv. Attainable policy objectives (e.g., disadvantaged communities, low income/ priority populations);
v. Budget constraints and opportunities;
vi. Funding source requirements;
vii. Definition of applicant eligible for Incentive Payments funded by SILICON VALLEY POWER; and
v111. Other relevant project design variables that are developed in the course of the design sessions and included by amendment in this section 1.2(a). (b) In consultation with the Silicon Valley Power, create a targeted incentive design covering:
i. Geographic region targeted by the incentives;
ii. Eligible sites definition (e.g., destination, workplace, multi-unit dwellings, corridors, disadvantaged communities, etc.); iii. Eligible applicant definition;
iv. Minimum technical requirements for eligible EV charging equipment; v. Amount of incentive by type of EV charger;
vi. Funding source(s) utilized for each type of incentive; vii. Total amount of incentive funding allocated to the project; 4/1/2020 1 Contract Number: ------
January 30, 2020
viii. Incentive structure (e.g., Incentive Payments system disbursing incentives after chargers are installed, or other appropriate incentive); ix. Peninsula-Silicon Valley Incentive Project goals;
X.
administration schedule;
Anticipated Peninsula-Silicon Valley Incentive Project roll-out and xi. Definition of charger data to be collected and methodology for collecting the data;
xii. Application support services consisting of CONTRACTOR staffed help desk to respond via phone and email to applicant eligibility and application process questions; xiii. Application documentation requirements; and
xiv. Internal processes and controls, processes and procedures to do the following: receive, handle, and account for and manage incentive funding, including funding from multiple sources; receive and evaluate incentive requests; effect payment for valid Incentive Payments requests; and provide monthly fiscal accounting and reporting to Silicon Valley Power.
1.3. Deliverables:
(a) Final Incentive Design Package to capture the results of work specified in Section
1.2. (b) Project Implementation Manual, consisting of
i. Eligibility requirements
(1) Equipment categories
(2) Equipment eligibility criteria
(3) Eligible costs
(4) Eligible sites
(5) Incentive Payments amounts
(6) Maximum Incentive Payments limits per entity
ii. Applicant duties
(1) Applicant requirements
(2) Research participation
(3) Application process
4/1/2020 2 Contract Number: ------
January 30, 2020
(4) Installation and operation requirements
(5) Installation data
(6) Usage data
2. TASK 2: DEVELOPMENT AND CONFIGURATION OF INCENTIVE PROCESSING WEBSITE
2.1. The goal of this task is to design, develop, configure and launch a robust, user-friendly project website.
2.2. The Peninsula-Silicon Valley Incentive Project Landing Page will include:
(a) A funding visualization, including the amount of funding available and remaining amounts for each technology, within each County.
(b) Instructions, forms and FAQs to parties interested in participating in the South Bay/ Santa Clara South Bay/ Santa Clara County Incentive Project. (c) Technology requirements, funding amounts for each specific technology and description of eligible locations.
(d) Description of eligible costs under the Peninsula-Silicon Valley Incentive Project. (e) Application process description and diagram.
(f) Attribution of the Peninsula-Silicon Valley Incentive Project to Silicon Valley Power and the California Energy Commission.
2.3. The online application will include:
(a) The ability for interested parties to indicate if they are customers of Silicon Valley Power.
(b) The ability for interested parties to submit required documents to participate in Peninsula-Silicon Valley Incentive Project, including application forms, payment requests, and appropriate documentation.
2.4. The user and application dashboards will include:
(a) The capability for incentive participants to access, in real time, the status of incentive applications and payments.
(b) The capability for incentive participants to designate collaborators on their application for purposes of authorizing others to track and submit information on their behalf.
2.5. Deliverables:
(a) Peninsula-Silicon Valley Incentive Project Landing Page design and content 4/1/2020 3 Contract Number: ------
January 30, 2020
(b) Online application form and process
(c) User and application dashboards
(d) On going system maintenance and minor adjustments
3. TASK 3: EV CHARGER INCENTIVE PROJECT MARKETING, EDUCATION, OUTREACH & TECHNICAL
ASSISTANCE
3.1. The goal of this task is to market the Peninsula-Silicon Valley Incentive Project to relevant target audiences, and to provide basic support to applicants to file applications and pursue their EV charging installation projects. To accomplish this CONTRACTOR will:
(a) Develop an Integrated Communications Plan for the Peninsula-Silicon Valley Incentive Project. The plan will identify the goals of the marketing and outreach effort, target audience(s), methods/tactics/channels to be used, and will include a schedule to coordinate the marketing activities. (b) Develop marketing and outreach materials to reflect the communication plan developed in 3.l(a). Marketing and outreach material development will be coordinated with Silicon Valley Power
(c) Develop a marketing budget and technical assistance budget (which are included in the seven (7) percent administration cost) covering both labor and other direct costs (e.g. digital ads, travel, etc.) necessary for executing on the communications plan developed in Task 3.l(a) and providing Silicon Valley Power specified technical assistance.
3.2. The goal of this task is to provide technical assistance to South Bay/ Santa Clara County Incentive Project applicants in South Bay/ Santa Clara counties. To accomplish this CONTRACTOR will:
(a) Develop FAQs and other similar EV charging information resources for applicant use in pursuing EV charging installation projects.
(b) Develop curated 'EV charging 101' resources on:
(1) EV charger capabilities;
(2) EV charger network characteristics and capabilities; (3) Ballpark EV charger load considerations;
(4) Typical EV charger installation requirements and best practices; (5) Typical utility connection requirements; and
(6) Similar common EV charger basic information.
(c) Provide email and phone support of basic inquiries that applicants have on EV chargers and EV charging installation.
4/1/2020 4 Contract Number: _____ _
January 30, 2020
(d) Availability of CONTRACTOR staff typically providing EV Expert services to field incoming inquiries (e.g. desk top site assessments, charger layouts, equipment selection, etc.), as mutually· agreed to with Silicon Valley Power.
(e) Provide log of basic EV charging installation project inquiries.
3.3. Deliverables:
(a) Integrated Communications Plan (updated annually)
(b) Marketing/ Outreach materials
(c) Marketing budget
(d) On going marketing, education and outreach activities (e) Technical assistance budget
(f) FAQs
(g) EV charging 101 resources
(h) Ongoing technical assistance, including Tracking Log
4. TASK 4: EV CHARGER INCENTIVE PROJECT ADMINISTRATION
4.1. The goal of this task is to administer the Peninsula-Silicon Valley Incentive Project as defined in Tasks 1-3. Center for Sustainable Energy will:
(a) Receive, evaluate, and process Incentive Payments requests. i. For all Incentive Payments applicants, the process will include:
(1) Requirement that applicant indicate if they have filed for bankruptcy within the last five years and, if so, to provide relevant details certifying under penalty of perjury that the information provided is accurate and complete. (a) If bankruptcy is identified and has occurred within 5 years of the date of the application, CONTRACTOR shall inform Silicon Valley Power of any such applications and shall refrain from issuance any Incentive Payments unless and until such payment is authorized in writing by Silicon Valley Power.
(2) Requirement that applicant indicate if they have any threatened or pending legal actions by or against them, loan defaults, or unpaid judgments against them. (a) If any threatened or pending legal actions, loan
defaults, or unpaid judgements are identified, CONTRACTOR shall inform Silicon Valley Power of any such applications and shall refrain from issuance any Incentive Payments unless and until such payment is authorized in writing by Silicon Valley Power.
4/1/2020 5 Contract Number: _____ _
January 30, 2020
(3) Tracking and timely reporting in writing to Silicon Valley Power of any:
(a) complaints about the Peninsula-Silicon Valley Incentive Project
(b) Problematic issues arising in the operation of the South Bay/ Santa Clara County Incentive Project
(c) knowledge of any threatened or actual legal actions involving any Peninsula-Silicon Valley Incentive Project or incentive applicants, applications, payments (e.g., alleged false information provided in an incentive application or threatened or actual lawsuits over the South Bay/ Santa Clara County Incentive Project).
(d) As needed, CONTRACTOR shall provide Silicon Valley
Power personnel or other personnel as directed by Silicon Valley Power with all project documents, files and records requested in support of the Commission investigating and resolving any such issues. (4) Prohibition against applicant submission of materials marked as confidential without prior written approval and instructions from the Silicon Valley Power. Silicon Valley Power is a public agency, and as such is subject to the Public Records Act. CONTRACTOR shall not agree to keep any incentive application information confidential. (5) Fair and impartial Project administration, including provision of information in a public manner that avoids giving advantage to any applicant or group of applicants. ii. For each incentive applicant that is a business, prior to the issuance of an Incentive Payments the evaluation will include:
(1) confirmation that the applicant is currently licensed to do business in California;
(2) confirmation of "active" status for businesses required to register with the California Secretary of State; and
(3} coordination with Silicon Valley Power to validate each installation site as a Silicon Valley Power customer.
4.2. Deliverables: Processed applications.
5. TASK 5- DATA COLLECTION
5.1. The goal of this task is to collect and share data on the project applications, implementation and charger utilization. CONTRACTOR will:
(a} Collect, analyze and compile data on the Peninsula-Silicon Valley Incentive Project, which may include without limitation:
(1) Type of organizations receiving Incentive Payments; 4/1/2020 6 Contract Number: ------
January 30, 2020
(2) Timelines to complete each Incentive Payments project; (3) Time frames associated with EV charger installations; (4) EV charger utilization.
(b) Share collected data with SVP. Data will be shared in both aggregate and down to the site and application level.
5.2. Deliverables:
(a) Data· Collection Reports covering all Peninsula-Silicon Valley Incentive Project applications in Silicon Valley Power territory {Le. aggregate and site/application specific data)
6. TASK 6: ADMINISTRATIVE
6.1. Monthly progress reports The goal of this task is to provide the reporting that will allow monthly verification that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.
6.2. Deliverables: The monthly reporting will consist of:
(a) Summary of activity during the reporting period for the purpose of determining whether invoices are consistent with the work performed (b) Summary of activities planned for the next reporting period. (c) KPI reports for marketing and technical assistance activities (Task 3) (d) Complaints, programmatic issues and actual or threatened litigation regarding applicants or the Peninsula-Silicon Valley Incentive Project (as identified in Task 4.1(a)(i){3){a)).
6.3. Final Report
(a) CONTRACTOR will prepare a final report for Silicon Valley Power. The document will be of a professional standard appropriate for review by elected officials, Silicon Valley Power board members and members of the public. The final report will be submitted no later than two months after Peninsula-Silicon Valley Incentive Project funds have been exhausted and applicants that have received incentives have completed installation.
(b) Deliverable. The Final Report shall include:
(1) Data about the EV chargers and applicants participating in the project during implementation of the Peninsula-Silicon Valley Incentive Project. (2) Survey of a reasonable percentage of site hosts to assess their satisfaction with the project and recommendations for improvement. {3) Calculations of GHG emission reductions and other
environmental benefits from installation and usage of EV charging infrastructure. 4/1/2020 7 Contract Number: ------
January 30, 2020
(4) Recommendations for future project including operational improvements and considerations associated with the changing EV market. (5) Other elements as mutually determined and codified by an amendment revising this Section 6.3 of the Scope of Work.
6.4. Invoicing
(a) CONTRACTOR will periodically prepare an invoice for the advancement of funds designated for the Incentive Payments, based on the projected need. CONTRACTOR shall keep the funds in an interest-bearing account. The interest earned shall only be used for this Agreement upon approval of the Silicon Valley Power.
7. PROJECT REPRESENTATIVES
7.1. CONTRACTOR's Project Representative shall be Andy Hoskinson.
7.2. Silicon Valley Power's Project Representative shall be ______ _
8. ACCOUNT AND FUNDS MANAGEMENT
8.1. CONTRACTOR shall deposit and maintain separate accounts for CALIFORNIA ENERGY COMMISSION Funds (defined in recitals) available for funding Incentive Paymentss ("CALIFORNIA ENERGY COMMISSION Account") and Silicon Valley Power Funds (defined below) available for funding Incentive Payments (the "Silicon Valley Power Account"), and the CALIFORNIA ENERGY COMMISSION Account and Silicon Valley Power Account are collectively, "Incentive Funds Accounts".
8.2. Except for the Services Fee, CONTRACTOR shall utilize the funds in the Silicon Valley Power Account ("Silicon Valley Power Funds") solely for the payment of eligible Incentive Payments claims submitted by Silicon Valley Power customers and in accordance with other requirements applicable to the Peninsula-Silicon Valley Incentive Project. The requirements for a person or business to be deemed to be a Silicon Valley Power customer shall be set forth in the Project design that will be established pursuant to Section 1.2.(a)(vii) of the Scope of Work.
8.3. CONTRACTOR shall inform Silicon Valley Power within five business days after the end of each calendar month the amount of Funds in the Silicon Valley Power Account and the CALIFORNIA ENERGY COMMISSION Account.
8.4. Onan as needed basis, CONTRACTOR shall provide to Silicon Valley Power a written request for funding from Client Funds (a "Funding Request") to the Silicon Valley Power Account, and Silicon Valley Powershall endeavor to promptly, but no later than 30 days after receipt of a Funding Request, send funds to the Silicon Valley Power Account in the amount requested in the Funding Request; provided that Silicon Valley Power is under no obligation to fund amounts that would result in funding to the Silicon Valley Power Account an aggregate amount greater than the agreed to monies intended to be used to fund Incentive Paymentss.
8.5. If an Incentive Payments applicant meets the eligibility requirements of the CEC's eligibility requirements, but not the eligibility requirements of the Peninsula-Silicon Valley Incentive 4/1/2020 8 Contract Number: _____ _
January 30, 2020
Project, CONTRACTOR shall draw from the CEC Account to fund the Incentive Payments owing to such Incentive Payments applicant.
4/1/2020 9 Contract Number: _____ _
EXHIBIT B
PAYMENT TERMS
January 30, 2020
Payment of Services Fee. The Services Fee shall be $280,000 in aggregate and shall be paid by Silicon Valley Power as follows:
1. $15,170 license fee for the incremental increase in the number of applicants accessing the system based on Silicon Valley Power incentive funding levels.
2. $20,000 ofthe Services Fee shall be paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of Task 1 and Task 2 deliverables. Payment will be made within 30 days upon reciept of CONTRACTOR invoice.
3. $12,540 of the Services Fee shall paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of Task 3 deliverables of lntergrated Communications Plan, ME&O budget, EV charging 101 resources, technical assistance and initial marketing materials. Payment will be made within 30 days upon receipt of CONTRACTOR invoice.
4. $11,145 of the Services Fee shall be paid to the CONTRACTOR on the first business day 3 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
5. $11,145 of the Services Fee shall be paid to the CONTRACTOR on the first business day 9 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
6. $17,500 of the Services Fee shall be paid to the CONTRACTOR for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory. Payments shall be on the following schedule:
4/1/2020
a. On the first business day 15 months after the incentive project opens to the public. b. On the first business day 18 months after the incentive project opens to the public. c. On the first business day 21 months after the incentive project opens to the public. d. On the first business day 24 months after the incentive project opens to the public. e. On the first business day 27 months after the incentive project opens to the public. f. On the first business day 30 months after the incentive project opens to the public. g. On the first business day 33 months after the incentive project opens to the public. h. On the first business day 36 months after the incentive project opens to the public. i. On the first business day 39 months after the incentive project opens to the public. 10 Contract Number: ------
January 30, 2020
j. On the first business day 42 months after the incentive project opens to the public. k. On the first business day 45 months after the incentive project opens to the public.
7. $12,500 of the Services Fee shall be paid to the CONTRACTOR on the first business day 48 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
8. $5,000 of the Services Fee shall be paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of the Final Report. Payment will be made within 30 days upon receipt of CONTRACTOR invoice.
At any time that all incentive project funding (Energy Commission Funding of $XX,XXX,XXX and Silicon Valley Power Funding of $4,000,000) has been paid out for completed installations the balance of Services fee (total Services fee is $280,000), minus $5,000, shall be paid within 30 days upon receipt of CONTRACTOR invoice.
4/1/2020 11 Contract Number: ___ _
CSE Draft July 1, 2019
8/21/2019 1 Contract Number: ______________
SCOPE OF WORK
1. TASK 1: INCENTIVE PROJECT DESIGN
1.1. The goal of this task is to work with Silicon Valley Power to design a targeted incentive Project in Santa Clara County.
1.2. Center for Sustainable Energy incentive design work will consist of:
(a) Research and analysis of EV charger incentive Project opportunities along the following parameters:
i. Market opportunities to incentivize the deployment of EV chargers; ii. Expected or potential demand for EV chargers;
iii. Currently available EV charger incentives relevant to proposed project; iv. Attainable policy objectives (e.g., disadvantaged communities, low income / priority populations);
v. Budget constraints and opportunities;
vi. Funding source requirements;
vii. Definition of applicant eligible for Incentive Payments funded by SILICON VALLEY POWER; and
viii. Other relevant project design variables that are developed in the course of the design sessions and included by amendment in this section 1.2(a). (b) In consultation with the Silicon Valley Power, create a targeted incentive design covering:
i. Geographic region targeted by the incentives;
ii. Eligible sites definition (e.g., destination, workplace, multi-unit dwellings, corridors, disadvantaged communities, etc.); iii. Eligible applicant definition;
iv. Minimum technical requirements for eligible EV charging equipment; v. Amount of incentive by type of EV charger;
vi. Funding source(s) utilized for each type of incentive; vii. Total amount of incentive funding allocated to the project; CSE Draft July 1, 2019
8/21/2019 2 Contract Number: ______________
viii. Incentive structure (e.g., Incentive Payments system disbursing incentives after chargers are installed, or other appropriate incentive); ix. South Bay / Santa Clara South Bay / Santa Clara County Incentive Project goals;
x. Anticipated South Bay / Santa Clara South Bay / Santa Clara County Incentive Project roll-out and administration schedule; xi. Definition of charger data to be collected and methodology for collecting the data;
xii. Application support services consisting of CONTRACTOR staffed help desk to respond via phone and email to applicant eligibility and application process questions; xiii. Application documentation requirements; and
xiv. Internal processes and controls, processes and procedures to do the following: receive, handle, and account for and manage incentive funding, including funding from multiple sources; receive and evaluate incentive requests; effect payment for valid Incentive Payments requests; and provide monthly fiscal accounting and reporting to Silicon Valley Power.
1.3. Deliverables:
(a) Final Incentive Design Package to capture the results of work specified in Section
1.2. (b) Project Implementation Manual, consisting of
i. Eligibility requirements
(1) Equipment categories
(2) Equipment eligibility criteria
(3) Eligible costs
(4) Eligible sites
(5) Incentive Payments amounts
(6) Maximum Incentive Payments limits per entity
ii. Applicant duties
(1) Applicant requirements
(2) Research participation
(3) Application process
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(4) Installation and operation requirements
(5) Installation data
(6) Usage data
2. TASK 2: DEVELOPMENT AND CONFIGURATION OF INCENTIVE PROCESSING WEBSITE
2.1. The goal of this task is to design, develop, configure and launch a robust, user-friendly project website.
2.2. The South Bay / Santa Clara South Bay / Santa ClaraCounty Incentive Project Landing Page will include:
(a) A funding visualization, including the amount of funding available and remaining amounts for each technology, within each County.
(b) Instructions, forms and FAQs to parties interested in participating in the South Bay / Santa Clara South Bay / Santa Clara County Incentive Project. (c) Technology requirements, funding amounts for each specific technology and description of eligible locations.
(d) Description of eligible costs under the South Bay / Santa Clara South Bay / Santa Clara County Incentive Project.
(e) Application process description and diagram.
(f) Attribution of the South Bay / Santa Clara South Bay / Santa Clara County Incentive Project to Silicon Valley Power and the California Energy Commission.
2.3. The online application will include:
(a) The ability for interested parties to indicate if they are customers of Silicon Valley Power.
(b) The ability for interested parties to submit required documents to participate in South Bay / Santa Clara South Bay / Santa Clara County Incentive Project, including application forms, payment requests, and appropriate documentation.
2.4. The user and application dashboards will include:
(a) The capability for incentive participants to access, in real time, the status of incentive applications and payments.
(b) The capability for incentive participants to designate collaborators on their application for purposes of authorizing others to track and submit information on their behalf.
2.5. Deliverables:
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(a) South Bay / Santa Clara South Bay / Santa Clara County Incentive Project Landing Page design and content
(b) Online application form and process
(c) User and application dashboards
(d) On going system maintenance and minor adjustments
3. TASK 3: EV CHARGER INCENTIVE PROJECT MARKETING, EDUCATION, OUTREACH & TECHNICAL
ASSISTANCE
3.1. The goal of this task is to market the South Bay / Santa Clara County Incentive Project to relevant target audiences, and to provide basic support to applicants to file applications and pursue their EV charging installation projects. To accomplish this CONTRACTOR will:
(a) Develop an Integrated Communications Plan for the South Bay / Santa Clara County Incentive Project. The plan will identify the goals of the marketing and outreach effort, target audience(s), methods/tactics/channels to be used, and will include a schedule to coordinate the marketing activities.
(b) Develop marketing and outreach materials to reflect the communication plan developed in 3.1(a). Marketing and outreach material development will be coordinated with Silicon Valley Power
(c) Develop a marketing budget and technical assistance budget (which are included in the seven (7) percent administration cost) covering both labor and other direct costs (e.g. digital ads, travel, etc.) necessary for executing on the communications plan developed in Task 3.1(a) and providing Silicon Valley Power specified technical assistance.
3.2. The goal of this task is to provide technical assistance to South Bay / Santa Clara County Incentive Project applicants in South Bay / Santa Clara counties. To accomplish this CONTRACTOR will:
(a) Develop FAQs and other similar EV charging information resources for applicant use in pursuing EV charging installation projects.
(b) Develop curated ‘EV charging 101’ resources on:
(1) EV charger capabilities;
(2) EV charger network characteristics and capabilities; (3) Ballpark EV charger load considerations;
(4) Typical EV charger installation requirements and best practices; (5) Typical utility connection requirements; and
(6) Similar common EV charger basic information.
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(c) Provide email and phone support of basic inquiries that applicants have on EV chargers and EV charging installation.
(d) Availability of CONTRACTOR staff typically providing EV Expert services to field incoming inquiries (e.g. desk top site assessments, charger layouts, equipment selection, etc.), as mutually agreed to with Silicon Valley Power.
(e) Provide log of basic EV charging installation project inquiries.
3.3. Deliverables:
(a) Integrated Communications Plan (updated annually)
(b) Marketing / Outreach materials
(c) Marketing budget
(d) On going marketing, education and outreach activities (e) Technical assistance budget
(f) FAQs
(g) EV charging 101 resources
(h) Ongoing technical assistance, including Tracking Log
4. TASK 4: EV CHARGER INCENTIVE PROJECT ADMINISTRATION
4.1. The goal of this task is to administer the South Bay / Santa Clara County Incentive Project as defined in Tasks 1-3. Center for Sustainable Energy will:
(a) Receive, evaluate, and process Incentive Payments requests. i. For all Incentive Payments applicants, the process will include:
(1) Requirement that applicant indicate if they have filed for bankruptcy within the last five years and, if so, to provide relevant details certifying under penalty of perjury that the information provided is accurate and complete. (a) If bankruptcy is identified and has occurred within 5 years of the date of the application, CONTRACTOR shall inform Silicon Valley Power of any such applications and shall refrain from issuance any Incentive Payments unless and until such payment is authorized in writing by Silicon Valley Power.
(2) Requirement that applicant indicate if they have any threatened or pending legal actions by or against them, loan defaults, or unpaid judgments against them. (a) If any threatened or pending legal actions, loan
defaults, or unpaid judgements are identified, CONTRACTOR shall inform Silicon Valley Power of any CSE Draft July 1, 2019
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such applications and shall refrain from issuance any Incentive Payments unless and until such payment is authorized in writing by Silicon Valley Power.
(3) Tracking and timely reporting in writing to Silicon Valley Power of any:
(a) complaints about the South Bay / Santa Clara County Incentive Project
(b) Problematic issues arising in the operation of the South Bay / Santa Clara County Incentive Project
(c) knowledge of any threatened or actual legal actions involving any South Bay / Santa Clara County Incentive Project or incentive applicants, applications, payments (e.g., alleged false information provided in an incentive application or threatened or actual lawsuits over the South Bay / Santa Clara County Incentive Project). (d) As needed, CONTRACTOR shall provide Silicon Valley
Power personnel or other personnel as directed by Silicon Valley Power with all project documents, files and records requested in support of the Commission investigating and resolving any such issues. (4) Prohibition against applicant submission of materials marked as confidential without prior written approval and instructions from the Silicon Valley Power. Silicon Valley Power is a public agency, and as such is subject to the Public Records Act. CONTRACTOR shall not agree to keep any incentive application information confidential. (5) Fair and impartial Project administration, including provision of information in a public manner that avoids giving advantage to any applicant or group of applicants. ii. For each incentive applicant that is a business, prior to the issuance of an Incentive Payments the evaluation will include:
(1) confirmation that the applicant is currently licensed to do business in California;
(2) confirmation of “active” status for businesses required to register with the California Secretary of State; and
(3) coordination with Silicon Valley Power to validate each installation site as a Silicon Valley Power customer.
4.2. Deliverables: Processed applications.
5. TASK 5 – DATA COLLECTION
5.1. The goal of this task is to collect data on the project applications, implementation and charger utilization. CONTRACTOR will:
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(a) Collect, analyze and compile data on the South Bay / Santa Clara County Incentive Project, which may include without limitation:
(1) Type of organizations receiving Incentive Payments; (2) Timelines to complete each Incentive Payments project; (3) Time frames associated with EV charger installations; (4) EV charger utilization.
5.2. Deliverables:
(a) Data Collection Reports
6. TASK 6: ADMINISTRATIVE
6.1. Monthly progress reports The goal of this task is to provide the reporting that will allow monthly verification that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.
6.2. Deliverables: The monthly reporting will consist of:
(a) Summary of activity during the reporting period for the purpose of determining whether invoices are consistent with the work performed (b) Summary of activities planned for the next reporting period. (c) KPI reports for marketing and technical assistance activities (Task 3) (d) Complaints, programmatic issues and actual or threatened litigation regarding applicants or the South Bay / Santa Clara County Incentive Project (as identified in Task 4.1(a)(i)(3)(a)).
6.3. Final Report
(a) CONTRACTOR will prepare a final report for Silicon Valley Power. The document will be of a professional standard appropriate for review by elected officials, Silicon Valley Power board members and members of the public. The final report will be submitted no later than two months after South Bay / Santa Clara County Incentive Project funds have been exhausted and applicants that have received incentives have completed installation.
(b) Deliverable. The Final Report shall include:
(1) Data about the EV chargers and applicants participating in the project during implementation of the South Bay / Santa Clara County Incentive Project. (2) Survey of a reasonable percentage of site hosts to assess their satisfaction with the project and recommendations for improvement.
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(3) Calculations of GHG emission reductions and other
environmental benefits from installation and usage of EV charging infrastructure. (4) Recommendations for future project including operational improvements and considerations associated with the changing EV market. (5) Other elements as mutually determined and codified by an amendment revising this Section 6.3 of the Scope of Work.
6.4. Invoicing
(a) CONTRACTOR will periodically prepare an invoice for the advancement of funds designated for the Incentive Payments, based on the projected need. CONTRACTOR shall keep the funds in an interest-bearing account. The interest earned shall only be used for this Agreement upon approval of the Silicon Valley Power.
7. PROJECT REPRESENTATIVES
7.1. CONTRACTOR’s Project Representative shall be Andy Hoskinson.
7.2. Silicon Valley Power’s Project Representative shall be ________________.
8. ACCOUNT AND FUNDS MANAGEMENT
8.1. CONTRACTOR shall deposit and maintain separate accounts for CALIFORNIA ENERGY COMMISSION Funds (defined in recitals) available for funding Incentive Paymentss (“CALIFORNIA ENERGY COMMISSION Account”) and Silicon Valley Power Funds (defined below) available for funding Incentive Payments (the “Silicon Valley Power Account”), and the CALIFORNIA ENERGY COMMISSION Account and Silicon Valley Power Account are collectively, “Incentive Funds Accounts”.
8.2. Except for the Services Fee, CONTRACTOR shall utilize the funds in the Silicon Valley Power Account (“Silicon Valley Power Funds”) solely for the payment of eligible Incentive Payments claims submitted by Silicon Valley Power customers and in accordance with other requirements applicable to the South Bay / Santa Clara County Incentive Project. The requirements for a person or business to be deemed to be a Silicon Valley Power customer shall be set forth in the Project design that will be established pursuant to Section 1.2.(a)(vii) of the Scope of Work.
8.3. CONTRACTOR shall inform Silicon Valley Power within five business days after the end of each calendar month the amount of Funds in the Silicon Valley Power Account and the CALIFORNIA ENERGY COMMISSION Account.
8.4. CONTRACTOR shall coordinate with Silicon Valley Power and the California Energy Comission so as to maintain balances in the Incentive Funds Accounts that reflect the contribution percentages agreed to by the California Energy Commission and Silicon Valley Power. Accordingly, on an as needed basis, CONTRACTOR shall provide to Silicon Valley Power a written request for funding from Client Funds (a “Funding Request”) to the Silicon Valley Power Account, and Silicon Valley Powershall endeavor to promptly, but no later than 30 days after receipt of a Funding Request, send funds to the Silicon Valley Power Account in the amount requested in the Funding Request; provided that Silicon Valley Power is under no obligation to fund amounts that would result in funding to the Silicon Valley Power CSE Draft July 1, 2019
8/21/2019 9 Contract Number: ______________
Account an aggregate amount greater than the agreed to monies intended to be used to fund Incentive Paymentss.
8.5. If an Incentive Payments applicant meets the eligibility requirements of the CALIFORNIA ENERGY COMMISSION incentive Project, but not the eligibility requirements of the South Bay / Santa Clara County Incentive Project, CONTRACTOR shall draw from the CALIFORNIA ENERGY COMMISSION Account to fund the Incentive Payments owing to such Incentive Payments applicant.
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EXHIBIT B
PAYMENT TERMS
Payment of Services Fee. The Services Fee shall be $280,000 in aggregate and shall be paid by Silicon Valley Power as follows:
1. $15,170 license fee for the incremental increase in the number of applicants accessing the system based on Silicon Valley Power incentive funding levels.
2. $20,000 of the Services Fee shall be paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of Task 1 and Task 2 deliverables. Payment will be made within 30 days upon reciept of CONTRACTOR invoice.
3. $12,540 of the Services Fee shall paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of Task 3 deliverables of Intergrated Communications Plan, ME&O budget, EV charging 101 resources, TA budget and initial marketing materials. Payment will be made within 30 days upon receipt of CONTRACTOR invoice.
4. $11,145 of the Services Fee shall be paid to the CONTRACTOR on the first business day 3 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
5. $11,145 of the Services Fee shall be paid to the CONTRACTOR on the first business day 9 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
6. $17,500 of the Services Fee shall be paid to the CONTRACTOR for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory. Payments shall be on the following schedule:
a. On the first business day 15 months after the incentive project opens to the public. b. On the first business day 18 months after the incentive project opens to the public. c. On the first business day 21 months after the incentive project opens to the public. d. On the first business day 24 months after the incentive project opens to the public. e. On the first business day 27 months after the incentive project opens to the public. f. On the first business day 30 months after the incentive project opens to the public. g. On the first business day 33 months after the incentive project opens to the public. h. On the first business day 36 months after the incentive project opens to the public. i. On the first business day 39 months after the incentive project opens to the public.
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j. On the first business day 42 months after the incentive project opens to the public. k. On the first business day 45 months after the incentive project opens to the public.
7. $12,500 of the Services Fee shall be paid to the CONTRACTOR on the first business day 48 months after the incentive project opens to the public for rebate processing, marketing activities, technical assistance, ongoing system maintenance and reporting services of Tasks 2, 3 and 4 through 6 in Silicon Valley Power territory.
8. $5,000 of the Services Fee shall be paid to CONTRACTOR for the delivery (including Silicon Valley Power approval) of the Final Report. Payment will be made within 30 days upon receipt of CONTRACTOR invoice.
At any time that all incentive project funding (Energy Commission Funding of $XX,XXX,XXX and Silicon Valley Power Funding of $4,000,000) has been paid out for completed installations the balance of Services fee (total Services fee is $280,000), minus $5,000, shall be paid within 30 days upon receipt of CONTRACTOR invoice.
1 AMENDMENT #1 TO INCENTIVE PROGRAM IMPLEMENTATION
SERVICES AGREEMENT
BETWEEN
CENTER FOR SUSTAINABLE ENERGY
AND
CITY OF SANTA CLARA
This Amendment #1 (“Amendment”) effective as of July 16, 2024 (“Effective Date”), by and between the Center for Sustainable Energy (“CSE” or “Contractor”) and the City of Santa Clara, doing business as Silicon Valley Power (“Client” or “Entity”) hereby amends the Incentive Program Implementation Services Agreement between the Parties dated April 3, 2020 (“Agreement”). Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement.
______________________________________________________________________________ The Parties agree to amend the Agreement as follows:
1. Section “RECITALS” is hereby removed and replaced in its entirety to read as follows:
RECITALS
WHEREAS, the California Energy Commission (“CEC”) approved funding for and designated CSE to design and implement up to $200,000,000 in electric vehicle charger incentive projects throughout California (“CALeVIP Funding”) and CSE has accepted the CALeVIP Funding under the terms and conditions of that certain Grant Agreement (ARV-16-017) effective as of June 27, 2017 (the “Grant Agreement”).
WHERES, CEC has authorized CSE to deploy a portion of CALeVIP Funding (the “CEC Funds”), of $4,000,000, towards an incentive program in Santa Clara County (the “Peninsula-Silicon Valley Incentive Project”).
WHEREAS, Client provides locally-controlled electricity to residents and businesses in its service territory in Santa Clara County.
WHEREAS, Client desires to promote more rapid deployment of public and private infrastructure that will accelerate adoption of electric vehicles in its service territory, Client will dedicate to the Peninsula-Silicon Valley Incentive Project (“Client Funds”) subject to the terms of this Agreement. The amount of the Client Funds is set forth in Exhibit B which is attached hereto and incorporated by reference. The Client Funds is composed of the Service Fee and Incentive Fee (both as defined in Section 5 Client Funds, as set forth in Exhibit B, are intended to be used to fund incentive payments that will be paid to public and private property owners and business owners that install electric vehicle chargers that meet specific standards in its service territory, all in connection with the incentive payment project to be developed and administered under this Agreement. Client Funds are contingent on Peninsula-Silicon Valley Incentive Project receipt of CEC Funding no later than at that start of the Project launch, estimated to be October 2020.
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 2 WHEREAS, Client desires to hire CSE to develop and administer the PeninsulaSilicon Valley Incentive Project in consideration of payment of a fee in accordance with the terms and conditions set forth herein.
2. Section 2.1 of the Agreement is hereby removed and replaced in its entirety to read as follows:
“2.1. General. Subject to the terms and conditions of this Agreement and in consideration of the proper payment by Client of the Implementation Fee (as defined herein) and any other amounts required to be paid by Client hereunder, including without limitation the payment of Client Funds to fund incentive payments, CSE shall provide Client with certain program development, marketing, digital media, branding, software, management, incentive payment application review and administration, disbursement of incentive payments, data collection and reporting and other services, including modifications thereto (collectively, the "Services") as described in the scope of work attached to the Agreement (the "Scope of Work") and CSE shall provide works created for Client, and all materials, information and deliverables prepared or developed as a result of or in connection with the Services, including any trademarks, information, content, processes, methodologies, products, goods, services, software, materials, rights, and/or data, including all intellectual property rights therein, provided to Client (other than the Client Materials and Client Data, each as defined below) and any modifications thereto (collectively, "Deliverables").”
3. Section “2.4 Client’s Obligations” is hereby removed and replaced in its entirety to read as follows:
“2.4 Client’s Obligations. Client, as a project partner, represents that it has reviewed, and it understands, the Grant Agreement ARV-16-017 (attached as “Exhibit C”) and agrees it shall comply with those terms and conditions of the Grant Agreement which are applicable to Client. Client acknowledges that Client’s timely provision of (and CSE’s access to) Client facilities, equipment, assistance, cooperation, and complete and accurate information and data from Client’s officers, agents and employees (“Cooperation”) is essential to the performance of the Services, and that CSE shall not be liable for any deficiency in performing the Services if such deficiency results from Client’s failure to provide its reasonable cooperation as required hereunder. Cooperation includes designating a Project Representative to interface with CSE during the course of the Services, allocating and engaging additional resources as required to assist CSE in performing the Services, and providing all other necessary assistance as required hereunder.”
4. The existing Section 2 of the Agreement entitled “DATA SECURITY” shall be renumbered to become Section 4. All Sections thereafter shall be renumbered sequentially.
All internal cross-referencing between Sections shall be renumbered accordingly.
5. The renumbered Section 5 of the Agreement entitled “IMPLEMENTATION FEE” is hereby renumbered, removed and replaced in its entirety to read as follows:
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 3 “5. COMPENSATION AND INCENTIVE PAYMENTS
5.A Compensation for Services. As compensation for Services, Client will pay CSE in an amount not to exceed $280,000 (the “Services Fee”) in accordance with the payment provisions set forth in “Exhibit B” (Payment Terms).
5.B Funding for Incentive Payments. Client will provide incentive funds in the amount not to exceed $1,860,000 (“Incentive Funds”) in accordance with the payment provisions set forth in “Exhibit B” (Payment Terms). These Incentive Funds shall be transferred to CSE to fund incentive payments in accordance with Section 8 “Account and Funds Management” of “the Scope of Work”. In the event of a conflict between the Scope of Work and Exhibit B, Exhibit B shall control. The Parties acknowledge that, as of the Effective Date of this Amendment, Client has paid CSE a total of $1,860,000 as Incentive Funds. The Parties agree that CSE will calculate the maximum amount of Incentive Funds needed to issue payment to remaining applications that have not been paid within thirty (30) days of the Effective Date of this Amendment. Upon agreement of this amount by both Parties, CSE will return the funds not needed to issue payments within thirty (30) days of approval of the amount.
6. The renumbered Section 10.A. of the Agreement entitled “Term” is hereby removed and replaced in its entirety to read as follows:
“A. “Term. This Agreement shall commence as of the Effective Date and shall terminate on September 30, 2025, unless terminated earlier in accordance with the provisions set forth herein (“Term”). Notwithstanding anything to the contrary in this Agreement, Client may terminate the Agreement for convenience with sixty (60) days prior written notice to CSE.”
7. The renumbered Section 12.B entitled “Delegation” is hereby removed and replaced in its entirety to read as follows:
“B. [INTENTIONALLY OMITTED]”
8. The renumbered Section 12.C. entitled “Notices” is hereby removed and replaced in its entirety to read as follows:
“C. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and delivered personally, mailed via a nationally recognized overnight courier or sent via email correspondence (with confirmation of receipt), to the applicable Party at the addresses set forth below, unless, by notice, a Party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or upon confirmation of email receipt.
If to CSE:
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 4 Center for Sustainable Energy
3980 Sherman Street Suite 170
San Diego, California 92110
Attn: Notice Officer
E-mail: [email protected]
With a copy to (which shall not constitute notice):
[email protected]
If to Client:
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Attn: Electric Department
E-mail: [email protected]
9. “Exhibit B Payment Terms” is hereby replaced in its entirety by “Exhibit B Payment Terms”, attached to this Amendment.
10. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control.
11. Other than as specifically modified herein, all remaining provisions of the Agreement shall remain in full force and effect and are hereby ratified, approved, and confirmed.
12. This Amendment shall be subject to all of the terms and conditions of the Agreement as amended, as if it were a part thereof, including, without limitation, any provision with respect to the choice of law, venue and/or jurisdiction. [Signature page follows.]
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 5 IN WITNESS WHEREOF, the Parties have executed this Amendment #1 as of the Effective Date.
CITY OF SANTA CLARA CENTER FOR SUSTAINABLE ENERGY
Signature:________________________ Signature:____________________________ Name:___________________________ Name: Lawrence E. Goldenhersh Title:____________________________ Title: President
Date:_____________________________ Date:________________________________ Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 July 24, 2024
6 EXHIBIT B
Payment Terms
Payment of Services Fee
Services Fee shall be invoiced according to the schedule below.
License Fee and Service Fee Milestone Service Fee Amount Payments Status as
of Amendment #1
Effective Date
1. License Fee $ 15,170.00 Paid
2. Task 1 & 2 $ 20,000.00 Paid
3. Task 3 $ 12,540.00 Paid
4. Month 3 Milestone (Mar-21) $ 11,145.00 Paid
5. Month 9 Milestone (Sep-21) $ 11,145.00 Paid
6 a. Month 15 Milestone (Mar-22) $ 17,500.00 Paid
6 b. Month 18 Milestone (Jun-22) $ 17,500.00 Paid
6 c. Month 21 Milestone (Sep-22) $ 17,500.00 Paid
6 d. Month 24 Milestone (Dec-22) $ 17,500.00 Paid
6 e. Month 27 Milestone (Mar-23) $ 17,500.00 Paid
6 f. Month 30 Milestone (Jun-23) $ 17,500.00 Paid
6 g. Month 33 Milestone (Sep-23) $ 17,500.00 Paid
6 h. Month 36 Milestone (Dec-23) $ 17,500.00 Paid
6 i. Month 39 Milestone (Mar-24) $ 17,500.00 Paid
6 j. Month 42 Milestone (Jun-24) $ 17,500.00
6 k. Month 45 Milestone (Sep-24) $ 17,500.00
7. Month 48 Milestone (Dec-24) $ 12,500.00
8. Final Report $ 5,000.00
Payment of Incentive Funds
Incentive Funds shall be invoiced once per year according to the schedule below, unless otherwise mutually agreed by Program staff and Client. Once funds have been invoiced, CSE will inform applicants of newly available funding. CSE will work with Client on an ongoing basis to monitor waitlists for program funding and conduct necessary outreach to exhaust funds and/or meet equity targets. Reservation of funds for new applications is contingent on progress toward the equity target, as defined in the Implementation Manual.
Funding Region Year Incentive Funds
City of Santa Clara 2020 - 2021
$930,000
(Paid)
2021 - 2022
$930,000
(Paid)
Docusign Envelope ID: 39192081-1F21-46B8-AFD4-721893E132E6 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-673 Agenda Date: 8/27/2024
REPORT TO CITY COUNCIL
SUBJECT
Action to Approve and Authorize the City Manager to Execute the Revised Third Restated and Amended Joint Exercise of Powers Agreement for the Silicon Valley Animal Control Authority to include the Town of Los Gatos as a Participating Member Agency
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The cities of Campbell, Monte Sereno, and Santa Clara entered into a Joint Powers Authority (JPA) Agreement for animal control services, creating the Silicon Valley Animal Control Authority (SVACA).
On March 22, 2012, the Second Restated Agreement was entered into adding the City of Mountain View as a Member Agency.
SVACA provides animal control services, including enforcement of animal laws (e.g., animal cruelty investigations, etc.), animal shelter services (e.g., care of sick, injured, lost, and abandoned animals, foster programs, etc.), education and outreach programs and decreased animal services within their respective jurisdictional area.
SVACA shall be administered by a Board of Directors consisting of a City Council member appointed as a Director to represent each of the Member Agencies. The City of Santa Clara’s current representative is Councilmember Raj Chahal.
DISCUSSION
On April 16, 2024, the Town of Los Gatos (Town) Town Council (Town Council) unanimously voted to authorize the Town Manager to bring forward a formal JPA agreement with SVACA for animal services upon the approval of the existing JPA member agencies.
On May 22, 2024, the SVACA Board of Directors approved, by a unanimous vote, a recommendation from the SVACA Executive Director to consider adding the Town of Los Gatos as a participating member agency of the JPA. The SVACA Board also unanimously approved the transitional Animal Services Agreement and the revised JPA agreement.
On June 4, 2024, the Town Council authorized the SVACA transitional Animal Services Agreement (Attachment 1) which allows for the transition of animal control services from San Jose Animal Care Services to SVACA beginning July 1, 2024, until the revised SVACA JPA agreement is fully executed and signed by all participating member agencies (or a maximum of one year). Staff anticipates all member agencies to fully execute the revised SVACA JPA by November 2024, at which time the transitional agreement would terminate and the Town and SVACA would operate under the revised City of Santa Clara Page 1 of 3 Printed on 8/23/2024
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24-673 Agenda Date: 8/27/2024
JPA agreement (Attachment 2). Each Member Agency is now requesting from their respective legislative body approval of, and authorization to execute, the Revised Third Restated and Amended JPA for the SVACA to include the Town as a Participating Member Agency. This JPA shall become effective when signed and executed by all Member Agencies and will supersede any prior agreements executed.
As a part of the revised SVACA JPA agreement for all participating member agencies, the Town will be required to make an initial contribution of $100,000 to offset the addition of a new animal rescue vehicle shared by all participating member agencies. In addition, beginning FY 2024/25, the Town will also be responsible for annual capital and operating costs in the amount of $239,471, proportionately 11% of the total cost-sharing by all participating member agencies. As a result, the City of Santa Clara’s original annual capital and operating cost has been reduced from $1,195,632 to $1,132,981; billing takes place in equal installments on a quarterly basis.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378 (b)(4) in that it is a fiscal activity that does not involve commitment to a specific project which may result in potential significant impact on the environment.
FISCAL IMPACT
The SVACA Board of Directors adopts a preliminary budget for maintenance and operation costs, capital costs, costs of special services, and debt service payments or redemption expenses on Bonds (if any), annually prior to June 1 of each year and adopts a final budget prior to June 30 of each year. Prior to June 1 of each year, SVACA furnishes each Member Agency with an estimate of the total annual maintenance and operation costs, capital costs, costs of special events, and debt services payments or redemption expenses on Bonds (if any). Each Member Agency is required to approve the contribution of its allocated proportional share of the total estimated annual costs and expenses in the budget prior to final adoption of the budget by the Board of Directors on or before June 30 of each year.
The City adopted the FY 2024/25 Amended Operating Budget on June 25, 2024 (Report to Council #24-322). The FY 2024/25 budget did not take into consideration the addition of the Town due to the timing of the above actions. If the addition of the Town to the JPA is approved by all the Member Agencies, the proportionate annual capital and operating costs for each Member Agency will be adjusted.
The Town of Los Gatos will pay a one-time new member contribution cost of $100,000 to SVACA in Fiscal Year 2024/25 upon full execution of the signed JPA Agreement, in addition to quarterly installments for its proportionate amount of the Fiscal Year 2024/25 annual capital and operating costs totaling $239,471. As a result, the City of Santa Clara’s original annual capital and operating cost will be reduced from $1,195,632 to $1,132,981 for Fiscal Year 2024/25.
COORDINATION
The report was coordinated with the Finance Department and City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Page 2 of 3 Printed on 8/23/2024
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24-673 Agenda Date: 8/27/2024
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
Approve and Authorize the City Manager to Execute the Revised Third Restated and Amended Joint Exercise of Powers Agreement for the Silicon Valley Animal Control Authority to include the Town of Los Gatos as a Participating Member Agency in a final form approved by the City Attorney Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Animal Services Agreement between SVACA and the Town of Los Gatos
2. Revised Third Restated and Amended JPA for the SVACA City of Santa Clara Page 3 of 3 Printed on 8/23/2024
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ATTACHMENT 1
ITEM NO. 16.
ANIMAL SERVICES AGREEMENT
BETWEEN THE SILICON VALLEY ANIMAL CONTROL AUTHORITY
AND THE TOWN OF LOS GATOS
This agreement is made this ___ day of May 2024, by SILICON VALLEY ANIMAL CONTROL AUTHORITY, a California Joint Powers Authority ("AUTHORITY") and TOWN OF LOS GATOS, a California Municipal Corporation ("TOWN").
RECITALS
WHEREAS, the Town of Los Gatos desires to retain Animal Control services; and WHEREAS, Silicon Valley Animal Control Authority has submitted a satisfactory proposal to provide such services, which is attached and incorporated herein as Exhibit A.
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term of Agreement. This Agreement shall cover services rendered July 1, 2024 ("Commencement Date") through June 30, 2025, unless terminated earlier, subject to the provision of Section 4 of this Agreement.
2. Services to be Provided. The services to be performed by Silicon Valley Animal Control Authority "AUTHORITY" shall consist of services described in Exhibit A.
AUTHORITY will be responsible for any record keeping and will provide documentation of services upon request from TOWN.
3. Compensation. AUTHORITY will be paid $59,867.75 [quarterly] for services described in Exhibit A.
4. Termination. This Agreement may be terminated earlier at any time:
A. Upon the approval of a fully executed Joint Powers Agreement adding the Town of Los Gatos as a member of the Authority.
B. By either TOWN or AUTHORITY, without cause, by giving ninety (90) days' written notice.
C. By either TOWN or AUTHORITY immediately upon notice to the other, if the other breaches any material obligation under this AGREEMENT and such breach remains unremedied for at least thirty (30) days following written notice thereof to the breaching Party.
D. Effects of Termination. Upon the effective date of any termination of this AGREEMENT, Authority's obligation to provide Animal Services to TOWN under this Agreement shall cease, and TOWN'S obligation to make payments 875580.)
ITEM NO. 16.
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hereunder for periods of time after the effective date of termination shall cease, provided that the Parties shall have any and all remedies available under law for any breach of this Agreement. The Parties may also elect to negotiate a new agreement for the provision of Animal Services upon the effective date of termination.
E. Termination Costs. In the event TOWN elects to terminate this Agreement with AUTHORITY, TOWN shall pay AUTHORITY the Contract Amount in EXHIBIT Bat a prorated daily rate up to the date of termination of this Agreement. ·
5. Insurance Requirements.
A. Workers' Compensation. If AUTHORITY employs any employees, AUTHORITY shall maintain during the term of this Agreement Workers' Compensation Insurance in conformance with the laws of the State of California.
Such coverage such include a waiver of subrogation in favor of the TOWN.
B. General Liability Insurance. AUTHORITY shall also procure and maintain at all times during the performance of this Agreement (1) General Commercial Liability Insurance covering AUTHORITY and TOWN for liability arising out of the operations of AUTHORITY and any subcontractors; and (2) Automobile Liability Insurance including coverage for all owned and non-owned vehicles, licensed or unlicensed, used by or on behalf of AUTHORITY in the performance of work under this Agreement. The policies shall be subject to a limit for each occurrence of One Million Dollars ($1,000,000) with an annual aggregate of One Million Dollars ($1,000,000) naming as an additional insured, in connection with AUTHORITY's activities, the TOWN, and its directors, officers, employees and agents. The insurers shall agree that their policies are Primary Insurance and that they shall be liable for the full amount of any loss up to and including the total limit of liability without right of contribution from any other insurance covering TOWN.
C. Evidence of Insurance. AUTHORITY shall furnish to TOWN Certificates of Insurance indicating compliance with the requirements of this section. The Certificates shall stipulate that thirty (30) days advance written notice of cancellation, non-renewal or reduction in limits of the required policy shall be given to TOWN.
6. Non-Liability of Officials and Employees of TOWN. No official or employee of TOWN shall be personally liable for any default or liability under this Agreement.
7. Compliance with Law. AUTHORITY shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
8. Ownership of Work Project. All documents or other information developed or received by AUTHORITY shall be the property of TOWN. AUTHORITY shall
ITEM NO. 16.
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provide TOWN with copies of these items upon demand or upon termination of the Agreement.
9. Notices. All notices shall be personally delivered or mailed, via first class mail, to the below listed addresses. Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail. These addresses shall be used for delivery of service of process:
[INSERT ADDRESSES FOR BOTH P ARTIE]
10. Familiarity with Work. By executing this Agreement, AUTHORITY warrants that:
(1) it has investigated the work to be performed, (2) it has investigated the site of the work and is aware of all conditions there, and (3) it understands the difficulties, and restrictions of the work under this Agreement. Should AUTHORITY discover any conditions materially differing from those inherent in the work or as represented by TOWN, it shall immediately inform TOWN and shall not proceed, except at AUTHORITY'S risk, until written instructions are received from TOWN.
11. Independent Contractor Relationship. This Agreement shall in no way be construed to constitute AUTHORITY as the partner, legal representative, or employee of TOWN for any purpose whatsoever, or as the agent of TOWN, and neither Party shall act or attempt to act or represent itself directly or by implication as having such status or relationship. The Parties shall have the relationship of independent contractors, and except as specifically provided in this Agreement, each Party shall be solely responsible for all obligations and liabilities pertaining to the business, activities, and facilities of that Party. As an independent contractor, the Parties shall obtain no rights to retirement benefits or other benefits, which accrue, to the Parties' respective employees, and the Parties hereby expressly waive any claim either of them may have to any such rights.
12. Limitations upon Subcontracting and Assignment. Neither this Agreement or any portion shall be assigned by AUTHORITY nor shall AUTHORITY subcontract any services hereunder without prior written consent of TOWN.
13. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata as defined in Government Code Section 895.6, but instead TOWN and AUTHORITY agree that pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Party, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of and only to the extent of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority
ITEM NO. 16.
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or jurisdiction delegated to such Party under this Agreement. No Party, nor any officer, board member, employee or agent thereof shall be responsible to the extent any damage or liability occurs by reason of the negligent acts or omissions or willful misconduct of other Parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other Parties under this AGREEMENT.
14. Modification. This Agreement constitutes the entire agreement between the parties, unless there is a subsequent mutual written agreement executed by TOWN and AUTHORITY.
15. Waiver. No delay or failure of either Party to exercise or enforce at any time any right or provision of this AGREEMENT shall be considered a waiver thereof or of such Party's right thereafter to exercise or enforce each and every right and provision of this AGREEMENT. The Parties agree that waiver of any breach or violation of any term or condition of this AGREEMENT shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by TOWN of the performance of any work or services by AUTHORITY shall not be deemed to be a waiver of any term or condition of this AGREEMENT.
16. California Law. This Agreement shall be construed in accordance with the laws of the State of California.
17. Venue. In the event that suit shall be brought by any Party to this AGREEMENT against another Party, the Parties agree that the venue shall be exclusively vested in the state courts of the State of California, County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.
18. Interpretation. This Agreement shall be interpreted as though prepared by both parties ..
19. Entire Agreement. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein.
In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this AGREEMENT, the terms specified in the body of this AGREEMENT shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may be modified only by a written amendment duly executed by the Parties to this AGREEMENT.
20. Preservation of Agreement. If any provision of this AGREEMENT shall be held illegal, invalid, or unenforceable, in full or in part, such provision shall be modified to
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the minimum extent necessary to make it legal, valid, and enforceable, and the other provisions of this AGREEMENT shall not be affected thereby.
IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
SILICON VALLEY ANIMAL CONTROL AUTHORITY
By ____________ _
Daniel Soszynski, Executive Director
TOWN OF LOS GATOS
By ______________ _
Date --------
Date ---------
ITEM NO. 16.
EXHIBIT "A"
ANIMAL CONTROL SERVICES
The term "Animal Control Services" in the Agreement to which this Exhibit II A" is attached means all of the following services:
A. Field Services
Field services means all of the following services, including any vehicles, communications equipment, office supplies, field and administrative personnel, and any other personnel, supplies and equipment, reasonably required to perfonn the following services (the "Field Services"):
• Pick up of confined stray dogs, cats, and other small animals, including, rabbits, chickens, turkey, geese, and ducks, and excluding confined wildlife as defined in Section 711.2 of the California Fish and Game Code, such as opossums, raccoons, skunks, or squirrels • Pick up confined stray livestock, including horses, pigs, goats, sheep, and donkeys • Pick up of deceased animals, including wildlife, as described in more detail below under the description of Deceased Animal Services
• Pick up of injured stray dogs or cats and other small animals, without regard to weight, and injured wildlife weighing fifty pounds ( 50 lbs.) or less, that are located on public property or readily accessible on private property with the permission of the property owner or occupant or the property owner's or occupant's authorized agent
• Respo:p.d to emergency calls such as animals requiring rescue or animals attacking people • Investigating complaints of animal bites or attacks on humans, including the completion of a report interviewing the parties involved, quarantining animals which have bitten humans, preparing and transporting biting animals for rabies testing, and investigating alleged violations of a quarantine
• Response to calls for removal of venomous snakes in a private residence and on private property
• Investigating complaints of vicious dogs and provide administrative hearings • Investigating complaints of dangerous animals and provide administrative hearings • Responding to complaints of animals running at large
• Responding to complaints of domestic animals causing a nuisance, except domestic animals making noise, and provide follow-up patrol
• Respond to police assist calls on animal-related issues, which service may include taking control of an animal on the scene
ITEM NO. 16.
• Investigate complaints regarding the lack of proper care, condition, or attention of domestic animals by their owners
• Investigate complaints regarding cruelty to animals
• Investigate complaints regarding exceeding the limit of the maximum number of animals • Investigate complaints regarding unsanitary conditions • Provide Community Outreach Humane Education programs to local schools as weH as presenting programs to civic groups and organizations, Neighborhood Watch, homeowners groups and more
• Provide animal safety training for service workers (i.e. postal employees, meter readers) • Issue administrative and criminal citations as necessary • Participate in Santa Clara County Disaster Preparedness Team B. Shelter Services
Shelter Services means all of the following services, including shelter facilities, supplies, animal care specialists, supervisors and administrative personnel, and any other personnel, supplies and equipment reasonably required to perform the following services (the "Shelter Services"):
• Shelter of abandoned, impounded, lost or stray domestic animals brought to the shelter by a Member Agency, a resident residing in a Jurisdictional Area, or shelter personnel • Quarantine of biting animals
• Rabies testing of suspect animals
• Provision for surrender and reclaim of abandoned, lost or stray domestic animals during established business hours
• Provide adoption program to include offsite adoption events • Provide after hours receiving kennels for stray healthy animals • Save all healthy or treatable animals by return to owner, placement with a placement partner, or adoption
• Hold periodic adoption events at the animal care center • Euthanasia and disposal of unhealthy domestic animals that fail to meet the written health and temperament standards of the shelter
ITEM NO. 16.
C. Medical Services
Medical Services means all of the following services, including office facilities, supplies, and professional and trained personnel necessary to perform the following services (the "Medical Services") by staff or through contracts:
• Provision of veterinarian services by staff or through contracts twenty-four (24) hours per day to treat and provide veterinarian care to stray dogs, cats, and other impounded animals that may be sick or injured
• Monitor quarantined biter animals
• Conduct vaccination clinics and have available, free of charge to the public, rabies control information.
• Operate public low cost spay/neuter clinic
D. Deceased Animal Services
Deceased Animal Services means aU of the following services, including any vehicles, storage facilities, disposal mechanisms, field, and administrative personnel, and any other personnel, supplies, contracts and equipment required to perform the following services (the "Deceased Animal Services"):
• Pick up of deceased animals, including wildlife and except livestock, from streets and public property within Jurisdictional Areas, or from private property within Jurisdictional Areas with the permission of the property owner, occupant or a representative of the property owner or occupant
• Identification of and notification to the owner of the deceased animal, whenever possible • Disposal of the body of the deceased animal
E. Animal Licensine Services
Animal Licensing Services means all of the foJlowing services, including any vehicles, office facilities, supplies, equipment and personnel necessary to perform the following services (the "Animal Licensing Services"):
• Computerized animal licensing including up to two delinquent notices on license renewals
• Animal Control Officer contact for delinquent licenses when necessary • Provide licenses at animal care center
• Comprehensive community outreach program, to include issuing licenses at vaccination and spay/neuter clinics
ITEM NO. 16.
• Distribute licensing information through local veterinarians and on web site • Issue assistance animal identification tags to qualified residents as required by state law F. Other Services For Which a Fee May Be Charned
• Pick up owned animals
• Provide humane traps to the public to capture sick, injured, or nuisance domestic animals • Provide volunteer opportunities
• Provide onsite dog training
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 1 of 22 Approved by the SVACA Board of Directors on May 22, 2024
REVISED THIRD RESTATED AND AMENDED
JOINT EXERCISE OF POWERS AGREEMENT FOR
THE SILICON VALLEY ANIMAL CONTROL AUTHORITY
THIS AGREEMENT is made and entered into as of the Effective Date (set forth in Section 2.3) by and among the Member Agencies (defined in Section 1.12 below) signatory hereto, each of which is a public entity duly organized and existing under the Constitution and other laws of the State of California.
WHEREAS, on March 22, 2012, the original member agencies consisting of the Cities of Santa Clara, Campbell, and Monte Sereno approved a Revised Second Restated and Amended Joint Exercise of Powers Agreement for the Silicon Valley Animal Control Authority (“Second Restated Agreement”) to add the City of Mountain View as a Member Agency; and
WHEREAS, the Member Agencies now desire to amend the Second Restated Agreement to add the Town of Los Gatos as a Member Agency;
WHEREAS, Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing at Section 6500) authorizes the Member Agencies to enter into an agreement for the joint exercise of any power common to them and, by that agreement, create an entity that is separate from each of the Member Agencies; and
WHEREAS, each of the Member Agencies possess the power to provide for the Animal Control Services (defined in Section 1.3), including animal field services, animal shelter services, and dead animal services within their respective Jurisdictional Area (defined in Section 1.4 herein below); and WHEREAS, the Member Agencies possess the authority to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; and
WHEREAS, this Agreement is an appropriate means through which the Member Agencies may provide the Animal Control Services because the Jurisdictional Areas of the Member Agencies are in close proximity to one another and are susceptible of being served by the Animal Control Services and related Joint Facilities (defined in Section 1.10) under common administration and management and with the same equipment, resources and personnel; and
WHEREAS, the Member Agencies desire to share their animal control expertise and to optimize their expenditures in connection with the provision of the Animal Control Services and related Joint Facilities; and
WHEREAS, the separate provision, management and administration of the Animal Control Services and related Joint Facilities in each Jurisdictional Area by each of the respective Member Agencies and using separate facilities, resources and personnel may result in duplication of effort, inefficiencies in administration and excessive costs, all of which, in the judgment of the Member Agencies, can be eliminated or substantially reduced, all to the substantial advantage and benefit of the citizens and taxpayers of all of the Member Agencies, if the provision of the Animal Control Services and the administration and management of the related Joint Facilities employing common equipment, resources ATTACHMENT 2
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 2 of 22 Approved by the SVACA Board of Directors on May 22, 2024 and personnel, were to be performed by and through a single public entity and the creation of such a single public entity is the purpose of this Agreement;
NOW, THEREFORE, for and in consideration of the facts stated above, the mutual advantages to be derived, and the mutual covenants contained herein, it is agreed by and among the Member Agencies hereto as follows:
ARTICLE I
DEFINITIONS
Section 1. Unless the context otherwise requires, the words and terms defined in this Article shall have the meanings specified.
Section 1.1. Act. "Act" means Article 1, Article 2, Article 3, and Article 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code, as it may be amended from time to time.
Section 1.2. Agreement. "Agreement" means this joint exercise of powers agreement as it now exists or as it may from time to time be amended, supplemented or as it may be modified by the addition of signatory parties or by any other supplemental agreement or amendment entered into pursuant to the provisions of this Agreement.
Section 1.3. Animal Control Services. "Animal Control Services" means those services enumerated on "Exhibit A," entitled "Animal Control Services," attached hereto and incorporated herein by this reference.
Section 1.4. Area. "Area" and "Jurisdictional Area" mean that area within the respective jurisdictions of the Member Agencies.
Section 1.5. Authority. "Authority" means the Silicon Valley Animal Control Authority created pursuant to this Agreement.
Section 1.6. Board of Directors. "Board of Directors" means the governing board of the Authority referred to in Section 1.5 and more particularly described in Section 2.5 herein below. "Director" means an individual member of the Board of Directors.
Section 1.7. Bond Law. "Bond Law" means Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, as the same may have been or may hereinafter be amended from time to time, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance needed public facilities. "Bonds" means any bonds issued pursuant to Bond Law.
Section 1.8. Executive Director. “Executive Director" means the employee of the Authority directly responsible to the Board of Directors and primarily responsible for the managerial oversight of the operations of the Authority as further described in Section 3.6.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 3 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 1.9. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th.
Section 1.10. Joint Facilities. "Joint Facilities" means the animal control facilities, equipment, resources, and property to be owned, leased, managed and operated by the Authority pursuant to Article V and Section 7.1, and, if and when acquired or constructed, any improvements and additions thereto.
Section 1.11. Legislative Bodies. "Legislative Bodies" means the city or town councils of the Member Agencies of the Authority. "Legislative Body" means any such individual city or town council.
Section 1.12. Member Agencies or Member Agency. "Member Agencies" means all of the public agencies signatory to this Agreement, which, as of the initial Effective Date of this Agreement, are the City of Campbell, the City of Monte Sereno, the City of Santa Clara, the City of Mountain View and the Town of Los Gatos. "Member Agency" means any such individual public entity. “Originating Member Agency” refers to City of Campbell, the City of Monte Sereno, and the City of Santa Clara. “New Member Agency(ies)” refers to the City of Mountain View and the Town of Los Gatos.
Section 1.13. Quorum. Except as may otherwise be required hereunder or by law, "quorum" means the presence of the Santa Clara Director and three Directors of the other Member Agencies.
Section 1.14. Rules of the Board. “Rules of the Board” means the bylaws, rules, regulations and other operational and organizational directives of the Board of Directors for the conduct of its meetings and other affairs as further described in Section 2.9.
Section 1.15. Secretary. "Secretary" means the Secretary of the Board of Directors as further described in Section 3.2.
Section 1.16. Treasurer. " Treasurer" means the financial director and finance manager of the Authority having the responsibility and accountability for the Authority's funds as further described in Section 3.3.
ARTICLE II
GENERAL PROVISIONS
Section 2.1. Purpose. Subject to the terms herein, particularly Section 6.3, the purpose of this Agreement is to create the Authority to provide for the joint exercise of powers by the Member Agencies to own, manage, operate and/or maintain the Joint Facilities and to implement the financing, acquisition and construction of additions and improvements thereto and any additional facilities and property later acquired, owned or managed by the Authority and included in the Joint Facilities and thereafter to manage, operate and maintain the Joint Facilities, as so added to and improved, all to the end that the residents of the Area are provided with a more efficient and economical provision of the Animal Control Services and related services consistent with the purposes of this Agreement, and, if necessary, to issue and repay revenue bonds of the Authority pursuant to the Bond Law. Each of the Member Agencies is authorized to exercise all powers (except the power to issue and repay revenue bonds of the Authority)
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 4 of 22 Approved by the SVACA Board of Directors on May 22, 2024 pursuant to its organic law and the Authority is authorized to issue and provide for the repayment of revenue bonds pursuant to the provisions of the Bond Law.
Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Silicon Valley Animal Control Authority," to be called the "Authority" pursuant to Section
1.5. The Authority, which shall administer this Agreement, is a public entity separate and apart from the Member Agencies and each of them.
Section 2.3. Effective Date of Agreement. This Agreement shall become effective when signed and executed by all Member Agencies listed in Section 1.12 (the "Effective Date") and shall supercede any prior agreements executed.
Section 2.4. Term. This Agreement shall become effective on the Effective Date set forth in Section
2.3 and shall continue in effect until such time as all Bonds (if any) and the interest thereon issued by the Authority under the Bond Law or the Act shall have been paid in full or provision for such full payment shall have been made, and thereafter until such time as the Authority and the Member Agencies shall have paid all sums due and owing pursuant to this Agreement or pursuant to any contract executed pursuant to this Agreement, and thereafter until terminated pursuant to Article IX.
Section 2.5. Governing Board. The Authority shall be administered by a Board of Directors consisting of five (5) Directors, as follows: one (1) Director appointed by each of the Legislative Bodies of the cities of Campbell, Los Gatos, Monte Sereno, Mountain View, and Santa Clara.
Section 2.5.1. All voting power of the Authority shall reside with the Board of Directors.
Section 2.5.2. The Board of Directors shall be called the "Board of Directors of the Silicon Valley Animal Control Authority."
Section 2.5.3. Each Director shall be a member of the Legislative Body of the Member Agency that appointed that Director.
Section 2.5.4. Each Legislative Body shall appoint an alternate Director for that Member Agency. The alternate Director may act as the Director in the absence of the Director appointed by that Legislative Body. The alternate Director shall also be a member of the Legislative Body that appointed the alternate Director.
Section 2.5.5. All Directors and their alternates shall serve at the pleasure of the Member Agency that appointed them.
Section 2.5.6. All vacancies on the Board of Directors shall be filled by the respective Legislative Body within thirty (30) days of the effective date of the vacancy or as soon thereafter as the Legislative Body may legally act. Any Director or alternate Director shall cease to be a Director when such person ceases to hold office as a council member of the respective appointing Legislative Body.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 5 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 2.5.7. Each Director may receive reimbursement for the reasonable and necessary expenses incurred in the performance of their duties, as provided in the Rules of the Board.
Section 2.6. Meetings of the Board of Directors. All meetings of the Board of Directors shall be public meetings unless a specified closed session is held in accordance with the California Government Code.
Section 2.6.1. Regular Meetings. The Board of Directors shall provide for regular meetings at a date, time, and place fixed by the Rules of the Board.
Section 2.6.2. Special Meetings. Special meetings and emergency meetings of the Board of Directors may be called in accordance with State law.
Section 2.6.3. Call, Notice, and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of Section 54950, et seq., of the California Government Code, as may be amended from time to time.
Section 2.7. Required Votes; Approvals. For all actions, the Director from Santa Clara will have two (2) votes at each meeting and the Directors from Campbell, Los Gatos, Monte Sereno, and Mountain View shall each have one (1) vote. Five (5) affirmative votes of the Board of Directors shall be required for the Board of Directors to take any action provided a quorum is present as set forth in Section 1.13.
Section 2.8. Rules of the Board. The Board of Directors shall adopt and from time to time amend the Rules of the Board as are necessary or convenient in the determination of the Board of Directors to achieve or facilitate the purposes hereof.
Section 2.9. New Members. It is the intent of the Originating Member Agencies to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional public entities, organized and existing under the Constitution or laws of the State of California, as may desire to become parties to this Agreement and members of the Authority. The Board shall review all applications for participation in the Authority. Those entities seeking membership must be approved by five (5) affirmative votes of the Board of Directors. A new Member Agency shall be required to (a) contribute funds commensurate to the expenses incurred by the Authority to accommodate the new Member Agency’s inclusion in the Authority. Examples include, but are not limited to, improvements to the facility, additional personnel expenses, marketing expenses, contractual services, and/or vehicles; (b) pay its share of annual Operating Costs and other expenses pursuant to Section 6.3 and (c) contribute to the Capital Fund (see Section 5.4) as determined by the Board. It is the intent of the Originating Member Agencies that any new Member Agency shall proportionally contribute and share in the Authority’s operations, but shall not have any proportional ownership in fee of the Authority’s real property interests.
For entities joining the Authority at other than the beginning of the Authority’s fiscal year, cash contributions for Operating Costs and the Capital Fund shall be prorated for the remainder of the fiscal year.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 6 of 22 Approved by the SVACA Board of Directors on May 22, 2024
ARTICLE III
ORGANIZATIONAL STRUCTURE
OFFICERS AND EMPLOYEES
Section 3.1. Chairperson and Vice-Chairperson. The Board of Directors shall elect a Chairperson and Vice-Chairperson from among its members. The Chairperson and Vice-Chairperson shall each serve a one year term. In the event of the disqualification or permanent inability of the Chairperson to serve as the Chairperson during their term, the Vice-Chairperson shall assume the duties of the Chairperson for the remainder of that term and the Board of Directors shall elect a new Vice-Chairperson for the remainder of that term.
Section 3.1.1. The Chairperson shall be authorized to sign all resolutions of the Board of Directors and all contracts on behalf of the Authority and shall perform such other duties as may be imposed by the Board of Directors, consistent with the terms and provisions of this Agreement and the Rules of the Board.
Section 3.1.2. The Vice-Chairperson shall be authorized to act as the Chairperson, exercise all of the powers of the Chairperson, and perform all of the duties of the Chairperson in the temporary absence of the Chairperson.
Section 3.1.3. The Board of Directors, as a part of its approval of any contract, may authorize the Executive Director to execute the contract on behalf of the Authority.
Section 3.2. Secretary. The Executive Director shall be the Secretary to the Board of Directors, perform such other duties as may be imposed upon the Secretary by the Board of Directors, and cause a copy of this Agreement to be filed with the California Secretary of State and the State of California pursuant to Section 6503.5 of the Act.
Section 3.3. Treasurer. The Board shall designate the Treasurer. The Treasurer shall be the depository and shall have custody of all of the accounts, funds and money of the Authority from whatever source.
The Treasurer shall have the duties and obligations set forth in Section 6505 and 6505.5 of the Act, and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority.
Section 3.4. Officers in Charge of Property. Pursuant to Section 6505 of the California Government Code, the Treasurer shall have charge of, handle, and have access to all accounts, funds, and money of the Authority and all records of the Authority relating to such accounts, funds and money; and the Secretary shall have charge of, handle, and have access to all other records of the Authority, and the Executive Director shall have charge of, handle, and have access to all physical properties of the Authority.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 7 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.5. Bonding Persons Having Access to Property. From time to time, the Board of Directors may designate persons, such as the Treasurer or Executive Director, as the Authority officer(s) who shall have charge of, handle, or have access to any property of the Authority. The Board of Directors shall also fix the respective amounts of the official bonds of the Treasurer, Executive Director or such other designated persons pursuant to Section 6505.1 of the Act, which bonds shall be filed with the Secretary of the Authority. The actual cost of such bonds shall be a proper charge against the Authority.
Section 3.6. Management. The regular management of the operations and activities of the Authority shall be vested in the Executive Director. The Executive Director shall be appointed by the Board of Directors. Unless otherwise provided by the Rules of the Board or resolution of the Board of Directors, the Executive Director shall have the following powers:
Section 3.6.1. To provide for the planning, design, and construction of any additions or improvements to the Joint Facilities; leasing or remodeling of any existing facilities, or any new facilities to be operated by the Authority as authorized by the Board of Directors; Section 3.6.2. Except as otherwise provided in Section 3.6.8, to execute any contracts for capital costs, costs of special services, equipment, materials, supplies, maintenance, or repair that involve an expenditure by the Authority within the limits and in accordance with procedures to be established by the Authority in the manner provided for local agencies pursuant to Article 7, commencing with Section 54201 of Chapter 5 of Part 1 of Division 2 of Title 5 of the California Government Code;
Section 3.6.3. To appoint and employ all personnel of the Authority required for maintenance and operation of the Joint Facilities, and all other employees authorized by the Authority's budget and by the Board of Directors;
Section 3.6.4. To retain any consultants, including labor relations consultants or certified public accountants, as authorized in the Authority's budget and by the Board of Directors; Section 3.6.5. Subject to approval of the Board of Directors, to appoint and employ all personnel of the Authority or consultants required to be employed or retained in connection with the design of any additions or improvements of the Joint Facilities or construction of new facilities; Section 3.6.6. To expend funds of the Authority and enter into contracts, whenever required, or for the immediate preservation of the public peace, health, or safety, subject to the subsequent ratification of the Board of Directors;
Section 3.6.7. To dispose of any personal property of the Authority as may be provided in the Rules of the Board or otherwise authorized by the Board of Directors; Section 3.6.8. To approve and pay demands for payments by the Authority of Ten Thousand Dollars ($10,000.00), or less, which are authorized in the Authority's budget;
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 8 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.6.9. To prepare and submit to the Board of Directors in time for revision and adoption by the Authority prior to June 1 of each year, the annual preliminary budget for the next succeeding Fiscal Year referred to in Section 6.1;
Section 3.6.10. Generally, to supervise the acquisition, construction, management, maintenance, and operation of the Joint Facilities and personnel of the Authority; Section 3.6.11. To perform such other duties as directed by the Board of Directors and report to the Board of Directors at such times and on such matters as the Board of Directors may direct.
Section 3.7. Legal Advisor. The legal advisor of and provider of legal advice and services to the Authority shall be designated by the Board of Directors.
Section 3.8. Other Services. The Board of Directors shall have the power to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of and pursuant to this Agreement.
Section 3.9. Non-Liability of Agencies. None of the officers, agents, or employees directly employed by the Authority shall be deemed, solely by reason of their employment by the Authority, to be employed by any Member Agency or, by reason of their employment by the Authority, to be subject to any of the requirements of any Member Agency. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activities of the officers, agents, or employees of Member Agencies when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. Except as expressly provided for in this Agreement, nothing contained in this Article III is intended to nor shall it restrict or limit the rights or abilities otherwise available to the Authority to enter into agreements or other arrangements with any Member Agency in accordance with the terms and conditions of this Agreement and the Rules of the Board regarding the use of employees of the Member Agency in the operations and activities of the Authority.
Section 3.10. Indemnity and Insurance. The Authority shall defend, indemnify and save harmless each Member Agency to this Agreement and its respective council members, officers and employees, from all claims, losses, damages, costs, injury and liability arising out of the Authority's performance of its powers, duties and responsibilities under this Agreement. The Authority shall obtain and keep in force policies of insurance with coverage and limits sufficient to protect the Authority and its Member Agencies from claims for damages arising from the activities of the Authority, its Board of Directors, officers and employees. It is the intent of this Section 3.10 that the policies of insurance described herein include coverage for automobile liability, comprehensive general liability, public officials errors and omissions, workers’ compensation, and excess liability and other perils as the Board of Directors shall, from time to time, direct and that the coverage limits of these policies be maintained at levels as the Board of Directors shall direct. Each Member Agency shall be named an "additional insured" on the liability coverages or shall receive equivalent treatment or status under the Authority’s insurance program.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 9 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.11. Agreement Not for Benefit of Third Parties. This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever. Any services performed or expenditures made in connection with this Agreement by any Member Agency shall be deemed conclusively to be for the direct protection and benefit of the inhabitants and property in the respective Area of such Member Agency.
ARTICLE IV
POWERS OF THE AUTHORITY
Section 4.1. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Member Agencies, as provided by the Constitution and laws of the State of California, and all incidental, implied, expressed, or necessary powers for the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.4. As provided in the Act, the Authority shall be a public entity separate from the Member Agencies. The Authority shall have the power to finance, acquire, construct, manage, maintain, and operate the Joint Facilities. The Authority shall have all of the powers provided in Article 2 and Article 4 of the Act, unless specifically prohibited or restricted by this Agreement.
Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any of the following:
Section 4.2.1. To make and enter into contracts;
Section 4.2.2. To employ agents or employees;
Section 4.2.3. To acquire, construct, manage, maintain, or operate any buildings, works or improvements;
Section 4.2.4. To acquire, hold, or dispose of property; Section 4.2.5. To sue and be sued in its own name;
Section 4.2.6. To incur debts, liabilities or obligations, subject to the provisions of this Agreement, provided that no debt, liability or obligation shall constitute a debt, liability or obligation upon any Member Agency;
Section 4.2.7. To apply for, accept, receive, and disburse grants, loans, and other aids from any agency for the United States of America or of the State of California; Section 4.2.8. To invest any money in the treasury pursuant to Section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code;
Section 4.2.9. To carry out and enforce all the provisions of this Agreement.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 10 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 4.3. Bonds. The Authority shall have all of the powers provided in Article 4 of the Act, including the power to issue Bonds under the Bond Law.
Section 4.4. Restrictions on Exercise of Powers. The Authority shall exercise in the manner herein provided the powers common to all Member Agencies as appropriate to the accomplishment of the purposes of this Agreement. For purposes of Govt. Code § 6509, the powers of the Authority shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Campbell, a general law city.
Section 4.5. Obligations of Authority. The debts, liabilities, and obligations of the Authority shall not be the debts, liabilities, and obligations of any Member Agency.
ARTICLE V
METHODS OF PROCEDURE
Section 5.1. Reserved.
Section 5.2. Delegation of Powers. Each Member Agency hereby delegates to the Authority the power to purchase and the power and duty to maintain, operate, and manage any animal control equipment, resources, and real property acquired and identified by the Member Agencies, including the site of the Authority's animal control facility, and to employ the necessary personnel to do any and all other things necessary or desirable to provide efficient, economical and lawful Animal Control Services to the Member Agencies.
Section 5.3. Joint Maintenance and Operation Fund. The Board of Directors shall have a joint maintenance and operation fund (herein called the "Operating Fund"). The Authority shall assume responsibility for the maintenance and operation of the Operating Fund and shall pay the administrative and operational expenses of the Authority and all maintenance and operation costs of the Joint Facilities from said Operating Fund. Each of the Member Agencies shall pay into said Operating Fund its proportionate share of the maintenance and operation costs of the Joint Facilities, computed on the basis set forth in Section 6.3 of this Agreement.
Section 5.4. Capital Acquisition, Improvement and Replacement Fund. The Board of Directors may create a capital acquisition and replacement fund ("Capital Fund") for the purpose of creating a fund for the acquisition and construction of the Joint Facilities and any other capital improvements owned or controlled by the Authority, and the replacement and acquisition of capital equipment and property of the Authority. Each Originating Member Agency shall annually pay into said Capital Fund its proportionate share of capital costs, including principal and interest payments on outstanding Bonds, if any, as provided in Section 6.3. If there is a future need for contributions to the Capital Fund by any new Member Agency, all members shall contribute a proportionate share that is commensurate with each member’s proportional operating expenses.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 11 of 22 Approved by the SVACA Board of Directors on May 22, 2024
ARTICLE VI
BUDGET/COSTS, MAINTENANCE AND
OPERATION COSTS AND OTHER COSTS
Section 6.1. Annual Budget. The Board of Directors shall adopt a preliminary budget for maintenance and operation costs, capital costs, costs of special services, and debt service payments or redemption expenses on Bonds (if any), annually prior to June 1 of each year and shall adopt a final budget prior to June 30 of each year.
Each Member Agency shall approve the contribution of its allocated proportional share of the total estimated annual costs and expenses in the budget, as set forth in Section 6.3, prior to final adoption of the budget by the Board of Directors on or before June 30 of each year.
Section 6.2. Records and Accounts. The Authority shall cause to be kept accurate and correct books of account, showing in detail the capital costs, costs ofspecial services and maintenance, operation costs of the Joint Facilities and the provision of the Animal Control Services, and all financial transactions of the Member Agencies relating to the Joint Facilities and the provision of the Animal Control Services, which books of account shall correctly show any receipts and also any costs, expenses, or charges paid or to be paid by each of the Member Agencies. Said books and records shall be open to inspection at all times during normal business hours by any representative of a Member Agency, or by any accountant or other person authorized by a Member Agency to inspect said books or records. The Controller/Treasurer shall, in accordance with Sections 6505 and 6505.6 of the Act, cause the books of account and other financial records of the Authority to be audited annually by an independent public accountant or certified public accountant.
Section 6.3. Allocation of Costs and Expenses: Generally.
Section 6.3.1. Annual Estimate. After adoption of the preliminary budget and prior to June 1 of each year, the Authority shall promptly furnish to each of the Member Agencies an estimate of the total annual maintenance and operation costs, capital costs, costs of special services, and debt service payments or redemption expenses on Bonds (if any).
Section 6.3.2. Operating Costs. The proportion of Operating Costs to be borne by each Member Agency shall be determined by the Executive Director each year prior to April 1, and the Executive Director shall submit these percentages to the Board of Directors for review, modification and/or approval on or before June 1 of each year. The Board of Directors may modify the manner in which each Member Agency's contribution to Operating Costs is determined or calculated by five (5) affirmative votes of the Board of Directors.
Section 6.3.3. Capital Acquisition Costs, Costs of Special Services, Bond Expenses. Costs of acquiring new equipment or constructing new facilities, costs of special services and Bonds interest and redemption expenses (if any) shall be borne by each Member Agency in the same proportion as Operating Costs determined, pursuant to Section 6.3.2, for the Fiscal Year in which the cost is incurred.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 12 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 6.3.4. Capital Costs. The proportion of capital replacement costs to be borne by each Member Agency annually shall be the same proportion as Operating Costs borne by that Member Agency for that Fiscal Year as determined pursuant to Section 6.3.2.
Section 6.3.5. Insurance Costs. The premiums for the insurance policies described in Section
3.10 shall be apportioned among the Member Agencies in the same manner as each Member Agency's yearly percentage of Operating Costs, as determined pursuant to Section 6.3.2 . In the event of any claim for damages which is not covered by insurance, or which exceeds the limits of any applicable policy of insurance, the Member Agencies agree to allocate among themselves the uninsured costs of defending such claim, and the uncovered costs of settlement or judgment, if any, in the same proportions as the percentage share of Operating Costs of each Member Agency as established pursuant to Section 6.3.2 at the time the claim is filed with the Authority.
Section 6.4. Payment of Costs. Beginning on the Effective Date of this Agreement, and quarterly in advance thereafter for each Fiscal Year, each Member Agency agrees to pay the Authority its allocated proportional share of the total estimated annual costs and expenses, as set forth in Section 6.3.
Section 6.5. Sources of Funds. Each Member Agency shall provide the funds required to be paid by it to the Authority under this Agreement from any source of funds legally available to such Member Agency for such purpose.
Section 6.6. Level of Services and Charges to Member Agencies. All Member Agenciesshall receive the same level of service for their contributions, regardless of the amount of their contribution. The levels of service are reflected in Exhibit A, and these services may be amended from time to time.
Section 6.6.1. Level of Service Adjustment Due to New Member Agency. No later than four (4) years after the effective date of this Agreement, the Authority will conduct an internal review of its level of service for any new Member Agency to determine if the initial estimate of the necessary level of service for that jurisdiction is appropriate. In the event a higher or lower level of service is warranted based upon such audit, the Member Agencies may adjust the Operating Costs accordingly, pursuant to Section 6.3.2.
Section 6.7. New Member Agency Contribution and Payment Terms. This Agreement was created to accommodate the inclusion of a new Member Agency, the Town of Los Gatos. Pursuant to Section 2.10, the Town of Los Gatos will contribute the following amounts pursuant to the terms stated herein as consideration for its Member Agency status. The Town of Los Gatos will pay a total of One Hundred Thousand Dollars ($100,000.00), payable to the Authority on the Effective Date of this Agreement. This contribution amount is based upon the purchase of one animal rescue vehicle for Authority staff use as well as miscellaneoustransitional costs. Los Gatos agrees that any new asset and/or equipment purchased with these funds are the property of the Authority, not of Los Gatos.
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 13 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 6.7.1. Early Termination. Los Gatos also agrees that in the event its Legislative Body votes to terminate its status as a Member Agency prior to five (5) years from the Effective Date of this Agreement, then Los Gatos will be liable for early termination liquidated damages. The Member Agencies agree that, in the event Los Gatos terminates this Agreement prior to five (5) years from the Effective Date of this Agreement, the Authority and its remaining Member Agencies will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Member Agencies agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Los Gatos shall pay to the Authority liquidated damages of a sum equivalent to two-thirds (2/3) of its annual contribution for the remaining balance of that five (5) year period and any unpaid initial contribution amount, as described in Section 6.7. In the event that said liquidated damages are not paid, Los Gatos agrees that the Authority or any of its remaining Member Agencies may use all available legal remedies to obtain the amount of said unpaid damages. In the event of any litigation resulting from such a dispute as to liquidated damages, Los Gatos agrees to waive any affirmative defense as to the reasonableness and/or imposition of the liquidated damages.
ARTICLE VII
ENFORCEMENT
Section 7.1. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law, to enforce this Agreement.
ARTICLE VIII
WITHDRAWAL OF A MEMBER AGENCY
Section 8.1. Agreement Continues. Notwithstanding the provisions of Section 9.1, each Member Agency agrees that the withdrawal of a Member Agency pursuant to this Article VIII is not intended to and will not terminate this Agreement or affect the ability of the Board of Directors or the remaining Member Agencies to carry out and fulfill the purposes of this Agreement.
Section 8.2. Withdrawal. A Member Agency may withdraw from the Authority and this Agreement by filing written notice thereof with the Authority. Withdrawal will take effect on July 1 of any year provided there is a least six months advance notice. The withdrawal of any Member Agency from the Authority shall in no way affect the rights and obligations of the remaining Member Agencies. A withdrawing Member Agency is still obligated for all payments due from it for the fiscal year of the withdrawal, and in the case of the Town of Los Gatos, it is also obligated for all payments specified in Section 6.7 in the event of early termination. Further, in the event of withdrawal of a Member Agency, the following terms and conditions will apply:
Section 8.2.1. Withdrawal shall not relieve the party of its proportionate share of any debts, liabilities or other contractual commitments incurred by the Authority prior to the effective date of the party’s withdrawal; and
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 14 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 8.2.2. If Bonds have been issued and the withdrawing Member Agency benefits directly or indirectly from the Bonds issued and outstanding, the Member Agency shall not withdraw from the Authority until such time as all of those Bonds and the interest thereon shall first have been paid in full or provision for such full payment shall first have been contractually made with the Authority and approved by the Board of Directors; and Section 8.2.3. The obligations of the withdrawing Member Agency shall have been paid in full and provision for repayment of any other indebtedness which may exist shall be covered by an agreement made between the Authority and the Member Agency and approved by the Board of Directors.
Section 8.3. Non-Distribution of Assets Upon Withdrawal or Subsequent Dissolution. A withdrawing Member Agency will have no entitlement to any Assets or Cash Reserves (See Section 9.3 for definition of term) of the Authority nor any distribution or reimbursement of any kind from the Authority upon withdrawal or in the event of the Authority’s subsequent dissolution.
Section 8.4. Restrictions. Any withdrawal from participation in this Agreement is subject to the restrictions on withdrawal contained in Sections 8.2 and 8.3, above. In addition, each withdrawing Member Agency, upon its withdrawal, waives any right to seek a judicial apportionment of any interest it may have in the Authority, including any interest in any Assets or Cash Reserves of the Authority.
ARTICLE IX
TERMINATION OF THE AGREEMENT AND
DISSOLUTION OF THE AUTHORITY
Section 9.1. Termination. This Agreement shall terminate and the Authority shall be dissolved upon an agreement of all Member Agencies. Upon termination of this Agreement, any obligation of the Authority which continues following dissolution shall be borne by the Member Agencies based on the percentages determined pursuant to Section 9.3.
Section 9.2. Effective Date of Termination. Termination shall not under any circumstances become effective until June 30 next succeeding a minimum of twelve (12) months following the effective date of a written notice of termination to the Board of Directors approved by all Legislative Bodies of the current Member Agencies.
Section 9.3. Disposition of Assets. Upon dissolution of the Authority, each Originating Member Agency shall receive its proportionate share of the assets of the Authority as defined in this Section within a reasonable amount of time after dissolution, and each Originating Member Agency shall contribute its proportionate or otherwise defined share toward the discharge of any enforceable liabilities incurred by the Authority as the same appear on the books of the Authority. Upon the termination of this Agreement, any assets acquired by the Authority during the period of its existence and still on hand and all unencumbered cash reserves (collectively, "Assets and Cash Reserves") shall be distributed to the Originating Member Agencies in the following manner: The total amount of maintenance and operating costs paid by each Originating Member Agency into the Operating Fund during the entire existence of the Authority shall be added together and the percentage which each Agency's total bears to the whole shall be determined. The Assets and Cash Reserves shall be divided among the current Member Agencies
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 15 of 22 Approved by the SVACA Board of Directors on May 22, 2024 based on the above percentage, based on appraised value of the assets at the time of termination. In the event the Originating Member Agencies cannot agree on how the distribution of Assets and Cash Reserves pursuant to the distribution method set forth in this Section should be implemented, the City Managers of all of the Originating Member Agencies, or their respective designees, shall meet promptly to develop a method for distributing the Assets and Cash Reserves among the Originating Member Agencies. New Member Agencies shall receive only their proportional share of the cash reserves they contributed to during their membership, if any.
Section 9.4. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to the Member Agencies at the time of dissolution after the discharge of all enforceable liabilities.
Section 9.5. Continued Existence of Authority. Upon dissolution, this Agreement and the Authority shall continue to exist as required or necessary for the limited purpose of distributing the Assets and Cash Reserves and winding up and closing out the business, accounts and affairs of the Authority.
ARTICLE X
MISCELLANEOUS
Section 10.1. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing language in the section referred to or to define or limit the scope of any provision of this Agreement.
Section 10.2. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.
Section 10.3. Law Governing. This Agreement is made under the Constitution and laws of the State of California and is to be so construed.
Section 10.4. Amendments. This Agreement may be amended at any time, except as limited by Bond covenants, if any. All amendments to the Agreement must be in writing, and must be approved by the Legislative Bodies of the Member Agencies prior to becoming effective.
Section 10.5. Severability. In the event any provision of this Agreement is determined to be illegal or invalid for any reason, all other provisions and articles of this Agreement shall remain in full force and effect unless and until otherwise determined. The illegality of any provision of this Agreement shall in no way affect the legality and enforceability of any other provisions of this Agreement.
Section 10.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Member Agencies. No Member Agency may assign any right or obligation hereunder without written consent of the other Member Agencies.
Section 10.7. Notice. Any notice required to be given or delivered by any provision of this Agreement shall be personally delivered or deposited in the U.S. mail, postage prepaid, addressed to the Authority and to the Member Agencies at their addresses as reflected in the records of the Authority, and shall be
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 16 of 22 Approved by the SVACA Board of Directors on May 22, 2024 deemed to have been received by the party to which the notice is addressed upon the earlier of receipt or 72 hours after mailing.
Section 10.8. Counterparts. This Agreement may be signed in counterparts, which together shall constitute one agreement. If this Agreement is signed in counterparts, no signatory hereto shall be bound until all Parties named below have duly executed, or caused to be duly executed, a counterpart of this Agreement.
[Signatures on next page.]
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 17 of 22 Approved by the SVACA Board of Directors on May 22, 2024
EXECUTION OF AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereupon duly authorized and their official seals to be hereto affixed on the dates as shown herein.
MEMBER AGENCIES
APPROVED AS TO FORM: CITY OF CAMPBELL, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: CITY OF MONTE SERENO, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: CITY OF SANTA CLARA, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 18 of 22 Approved by the SVACA Board of Directors on May 22, 2024 APPROVED AS TO FORM: CITY OF MOUNTAIN VIEW, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: TOWN OF LOS GATOS, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 19 of 22 Approved by the SVACA Board of Directors on May 22, 2024 EXHIBIT "A"
ANIMAL CONTROL SERVICES
The term "Animal Control Services" in the Agreement to which this Exhibit "A" is attached means all of the following services:
A. Field Services
Field services means all of the following services, including any vehicles, communications equipment, office supplies, field and administrative personnel, and any other personnel, supplies and equipment, reasonably required to perform the following services (the "Field Services"):
• Pick up of confined stray dogs, cats, and other small animals, including, rabbits, chickens, turkey, geese, and ducks, and excluding confined wildlife as defined in Section 711.2 of the California Fish and Game Code, such as opossums, raccoons, skunks, or squirrels • Pick up confined stray livestock, including horses, pigs, goats, sheep, and donkeys • Pick up of deceased animals, including wildlife, as described in more detail below under the description of Deceased Animal Services
• Pick up of injured stray dogs or cats and other small animals, without regard to weight, and injured wildlife weighing fifty pounds (50 lbs.) or less, that are located on public property or readily accessible on private property with the permission of the property owner or occupant or the property owner's or occupant's authorized agent
• Respond to emergency calls such as animals requiring rescue or animals attacking people • Investigating complaints of animal bites or attacks on humans, including the completion of a report interviewing the parties involved, quarantining animals which have bitten humans, preparing and transporting biting animals for rabies testing, and investigating alleged violations of a quarantine
• Response to calls for removal of venomous snakes in a private residence and on private property
• Investigating complaints of vicious dogs and provide administrative hearings • Investigating complaints of dangerous animals and provide administrative hearings • Responding to complaints of animals running at large
• Responding to complaints of domestic animals causing a nuisance, except domestic animals making noise, and provide follow-up patrol
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 20 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Respond to police assist calls on animal-related issues, which service may include taking control of an animal on the scene
• Investigate complaints regarding the lack of proper care, condition, or attention of domestic animals by their owners
• Investigate complaints regarding cruelty to animals
• Investigate complaints regarding exceeding the limit of the maximum number of animals • Investigate complaints regarding unsanitary conditions • Provide Community Outreach Humane Education programs to local schools as well as presenting programs to civic groups and organizations, Neighborhood Watch, homeowners groups and more
• Provide animal safety training for service workers (i.e. postal employees, meter readers) • Issue administrative and criminal citations as necessary • Participate in Santa Clara County Disaster Preparedness Team B. Shelter Services
Shelter Services means all of the following services, including shelter facilities, supplies, animal care specialists, supervisors and administrative personnel, and any other personnel, supplies and equipment reasonably required to perform the following services (the "Shelter Services"):
• Shelter of abandoned, impounded, lost or stray domestic animals brought to the shelter by a Member Agency, a resident residing in a Jurisdictional Area, or shelter personnel • Quarantine of biting animals
• Rabies testing of suspect animals
• Provision for surrender and reclaim of abandoned, lost or stray domestic animals during established business hours
• Provide adoption program to include offsite adoption events • Provide after hours receiving kennels for stray healthy animals • Save all healthy or treatable animals by return to owner, placement with a placement partner, or adoption
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 21 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Hold periodic adoption events at the animal care center • Euthanasia and disposal of unhealthy domestic animals that fail to meet the written health and temperament standards of the shelter
C. Medical Services
Medical Services means all of the following services, including office facilities, supplies, and professional and trained personnel necessary to perform the following services (the "Medical Services") by staff or through contracts:
• Provision of veterinarian services by staff or through contracts twenty-four (24) hours per day to treat and provide veterinarian care to stray dogs, cats, and other impounded animals that may be sick or injured
• Monitor quarantined biter animals
• Conduct vaccination clinics and have available, free of charge to the public, rabies control information.
• Operate public low cost spay/neuter clinic
D. Deceased Animal Services
Deceased Animal Services means all of the following services, including any vehicles, storage facilities, disposal mechanisms, field, and administrative personnel, and any other personnel, supplies, contracts and equipment required to perform the following services (the "Deceased Animal Services"):
• Pick up of deceased animals, including wildlife and except livestock, from streets and public property within Jurisdictional Areas, or from private property within Jurisdictional Areas with the permission of the property owner, occupant or a representative of the property owner or occupant
• Identification of and notification to the owner of the deceased animal, whenever possible • Disposal of the body of the deceased animal
E. Animal Licensing Services
Animal Licensing Services means all of the following services, including any vehicles, office facilities, supplies, equipment and personnel necessary to perform the following services (the "Animal Licensing Services"):
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 22 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Computerized animal licensing including up to two delinquent notices on license renewals
• Animal Control Officer contact for delinquent licenses when necessary • Provide licenses at animal care center
• Comprehensive community outreach program, to include issuing licenses at vaccination and spay/neuter clinics
• Distribute licensing information through local veterinarians and on web site • Issue assistance animal identification tags to qualified residents as required by state law F. Other Services For Which a Fee May Be Charged
• Pick up owned animals
• Provide humane traps to the public to capture sick, injured, or nuisance domestic animals • Provide volunteer opportunities
• Provide onsite dog training
ITEM NO. 16.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 1 of 22 Approved by the SVACA Board of Directors on May 22, 2024
REVISED THIRD RESTATED AND AMENDED
JOINT EXERCISE OF POWERS AGREEMENT FOR
THE SILICON VALLEY ANIMAL CONTROL AUTHORITY
THIS AGREEMENT is made and entered into as of the Effective Date (set forth in Section 2.3) by and among the Member Agencies (defined in Section 1.12 below) signatory hereto, each of which is a public entity duly organized and existing under the Constitution and other laws of the State of California.
WHEREAS, on March 22, 2012, the original member agencies consisting of the Cities of Santa Clara, Campbell, and Monte Sereno approved a Revised Second Restated and Amended Joint Exercise of Powers Agreement for the Silicon Valley Animal Control Authority (“Second Restated Agreement”) to add the City of Mountain View as a Member Agency; and
WHEREAS, the Member Agencies now desire to amend the Second Restated Agreement to add the Town of Los Gatos as a Member Agency;
WHEREAS, Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing at Section 6500) authorizes the Member Agencies to enter into an agreement for the joint exercise of any power common to them and, by that agreement, create an entity that is separate from each of the Member Agencies; and
WHEREAS, each of the Member Agencies possess the power to provide for the Animal Control Services (defined in Section 1.3), including animal field services, animal shelter services, and dead animal services within their respective Jurisdictional Area (defined in Section 1.4 herein below); and WHEREAS, the Member Agencies possess the authority to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; and
WHEREAS, this Agreement is an appropriate means through which the Member Agencies may provide the Animal Control Services because the Jurisdictional Areas of the Member Agencies are in close proximity to one another and are susceptible of being served by the Animal Control Services and related Joint Facilities (defined in Section 1.10) under common administration and management and with the same equipment, resources and personnel; and
WHEREAS, the Member Agencies desire to share their animal control expertise and to optimize their expenditures in connection with the provision of the Animal Control Services and related Joint Facilities; and
WHEREAS, the separate provision, management and administration of the Animal Control Services and related Joint Facilities in each Jurisdictional Area by each of the respective Member Agencies and using separate facilities, resources and personnel may result in duplication of effort, inefficiencies in administration and excessive costs, all of which, in the judgment of the Member Agencies, can be eliminated or substantially reduced, all to the substantial advantage and benefit of the citizens and taxpayers of all of the Member Agencies, if the provision of the Animal Control Services and the administration and management of the related Joint Facilities employing common equipment, resources Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 2 of 22 Approved by the SVACA Board of Directors on May 22, 2024 and personnel, were to be performed by and through a single public entity and the creation of such a single public entity is the purpose of this Agreement;
NOW, THEREFORE, for and in consideration of the facts stated above, the mutual advantages to be derived, and the mutual covenants contained herein, it is agreed by and among the Member Agencies hereto as follows:
ARTICLE I
DEFINITIONS
Section 1. Unless the context otherwise requires, the words and terms defined in this Article shall have the meanings specified.
Section 1.1. Act. "Act" means Article 1, Article 2, Article 3, and Article 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code, as it may be amended from time to time.
Section 1.2. Agreement. "Agreement" means this joint exercise of powers agreement as it now exists or as it may from time to time be amended, supplemented or as it may be modified by the addition of signatory parties or by any other supplemental agreement or amendment entered into pursuant to the provisions of this Agreement.
Section 1.3. Animal Control Services. "Animal Control Services" means those services enumerated on "Exhibit A," entitled "Animal Control Services," attached hereto and incorporated herein by this reference.
Section 1.4. Area. "Area" and "Jurisdictional Area" mean that area within the respective jurisdictions of the Member Agencies.
Section 1.5. Authority. "Authority" means the Silicon Valley Animal Control Authority created pursuant to this Agreement.
Section 1.6. Board of Directors. "Board of Directors" means the governing board of the Authority referred to in Section 1.5 and more particularly described in Section 2.5 herein below. "Director" means an individual member of the Board of Directors.
Section 1.7. Bond Law. "Bond Law" means Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, as the same may have been or may hereinafter be amended from time to time, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance needed public facilities. "Bonds" means any bonds issued pursuant to Bond Law.
Section 1.8. Executive Director. “Executive Director" means the employee of the Authority directly responsible to the Board of Directors and primarily responsible for the managerial oversight of the operations of the Authority as further described in Section 3.6.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 3 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 1.9. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th.
Section 1.10. Joint Facilities. "Joint Facilities" means the animal control facilities, equipment, resources, and property to be owned, leased, managed and operated by the Authority pursuant to Article V and Section 7.1, and, if and when acquired or constructed, any improvements and additions thereto.
Section 1.11. Legislative Bodies. "Legislative Bodies" means the city or town councils of the Member Agencies of the Authority. "Legislative Body" means any such individual city or town council.
Section 1.12. Member Agencies or Member Agency. "Member Agencies" means all of the public agencies signatory to this Agreement, which, as of the initial Effective Date of this Agreement, are the City of Campbell, the City of Monte Sereno, the City of Santa Clara, the City of Mountain View and the Town of Los Gatos. "Member Agency" means any such individual public entity. “Originating Member Agency” refers to City of Campbell, the City of Monte Sereno, and the City of Santa Clara. “New Member Agency(ies)” refers to the City of Mountain View and the Town of Los Gatos.
Section 1.13. Quorum. Except as may otherwise be required hereunder or by law, "quorum" means the presence of the Santa Clara Director and three Directors of the other Member Agencies.
Section 1.14. Rules of the Board. “Rules of the Board” means the bylaws, rules, regulations and other operational and organizational directives of the Board of Directors for the conduct of its meetings and other affairs as further described in Section 2.9.
Section 1.15. Secretary. "Secretary" means the Secretary of the Board of Directors as further described in Section 3.2.
Section 1.16. Treasurer. " Treasurer" means the financial director and finance manager of the Authority having the responsibility and accountability for the Authority's funds as further described in Section 3.3.
ARTICLE II
GENERAL PROVISIONS
Section 2.1. Purpose. Subject to the terms herein, particularly Section 6.3, the purpose of this Agreement is to create the Authority to provide for the joint exercise of powers by the Member Agencies to own, manage, operate and/or maintain the Joint Facilities and to implement the financing, acquisition and construction of additions and improvements thereto and any additional facilities and property later acquired, owned or managed by the Authority and included in the Joint Facilities and thereafter to manage, operate and maintain the Joint Facilities, as so added to and improved, all to the end that the residents of the Area are provided with a more efficient and economical provision of the Animal Control Services and related services consistent with the purposes of this Agreement, and, if necessary, to issue and repay revenue bonds of the Authority pursuant to the Bond Law. Each of the Member Agencies is authorized to exercise all powers (except the power to issue and repay revenue bonds of the Authority) Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 4 of 22 Approved by the SVACA Board of Directors on May 22, 2024 pursuant to its organic law and the Authority is authorized to issue and provide for the repayment of revenue bonds pursuant to the provisions of the Bond Law.
Section 2.2. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Silicon Valley Animal Control Authority," to be called the "Authority" pursuant to Section
1.5. The Authority, which shall administer this Agreement, is a public entity separate and apart from the Member Agencies and each of them.
Section 2.3. Effective Date of Agreement. This Agreement shall become effective when signed and executed by all Member Agencies listed in Section 1.12 (the "Effective Date") and shall supercede any prior agreements executed.
Section 2.4. Term. This Agreement shall become effective on the Effective Date set forth in Section
2.3 and shall continue in effect until such time as all Bonds (if any) and the interest thereon issued by the Authority under the Bond Law or the Act shall have been paid in full or provision for such full payment shall have been made, and thereafter until such time as the Authority and the Member Agencies shall have paid all sums due and owing pursuant to this Agreement or pursuant to any contract executed pursuant to this Agreement, and thereafter until terminated pursuant to Article IX.
Section 2.5. Governing Board. The Authority shall be administered by a Board of Directors consisting of five (5) Directors, as follows: one (1) Director appointed by each of the Legislative Bodies of the cities of Campbell, Los Gatos, Monte Sereno, Mountain View, and Santa Clara.
Section 2.5.1. All voting power of the Authority shall reside with the Board of Directors.
Section 2.5.2. The Board of Directors shall be called the "Board of Directors of the Silicon Valley Animal Control Authority."
Section 2.5.3. Each Director shall be a member of the Legislative Body of the Member Agency that appointed that Director.
Section 2.5.4. Each Legislative Body shall appoint an alternate Director for that Member Agency. The alternate Director may act as the Director in the absence of the Director appointed by that Legislative Body. The alternate Director shall also be a member of the Legislative Body that appointed the alternate Director.
Section 2.5.5. All Directors and their alternates shall serve at the pleasure of the Member Agency that appointed them.
Section 2.5.6. All vacancies on the Board of Directors shall be filled by the respective Legislative Body within thirty (30) days of the effective date of the vacancy or as soon thereafter as the Legislative Body may legally act. Any Director or alternate Director shall cease to be a Director when such person ceases to hold office as a council member of the respective appointing Legislative Body.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 5 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 2.5.7. Each Director may receive reimbursement for the reasonable and necessary expenses incurred in the performance of their duties, as provided in the Rules of the Board.
Section 2.6. Meetings of the Board of Directors. All meetings of the Board of Directors shall be public meetings unless a specified closed session is held in accordance with the California Government Code.
Section 2.6.1. Regular Meetings. The Board of Directors shall provide for regular meetings at a date, time, and place fixed by the Rules of the Board.
Section 2.6.2. Special Meetings. Special meetings and emergency meetings of the Board of Directors may be called in accordance with State law.
Section 2.6.3. Call, Notice, and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held, and conducted in accordance with the provisions of Section 54950, et seq., of the California Government Code, as may be amended from time to time.
Section 2.7. Required Votes; Approvals. For all actions, the Director from Santa Clara will have two (2) votes at each meeting and the Directors from Campbell, Los Gatos, Monte Sereno, and Mountain View shall each have one (1) vote. Five (5) affirmative votes of the Board of Directors shall be required for the Board of Directors to take any action provided a quorum is present as set forth in Section 1.13.
Section 2.8. Rules of the Board. The Board of Directors shall adopt and from time to time amend the Rules of the Board as are necessary or convenient in the determination of the Board of Directors to achieve or facilitate the purposes hereof.
Section 2.9. New Members. It is the intent of the Originating Member Agencies to provide, to the extent permitted by law, for the inclusion at a subsequent date of such additional public entities, organized and existing under the Constitution or laws of the State of California, as may desire to become parties to this Agreement and members of the Authority. The Board shall review all applications for participation in the Authority. Those entities seeking membership must be approved by five (5) affirmative votes of the Board of Directors. A new Member Agency shall be required to (a) contribute funds commensurate to the expenses incurred by the Authority to accommodate the new Member Agency’s inclusion in the Authority. Examples include, but are not limited to, improvements to the facility, additional personnel expenses, marketing expenses, contractual services, and/or vehicles; (b) pay its share of annual Operating Costs and other expenses pursuant to Section 6.3 and (c) contribute to the Capital Fund (see Section 5.4) as determined by the Board. It is the intent of the Originating Member Agencies that any new Member Agency shall proportionally contribute and share in the Authority’s operations, but shall not have any proportional ownership in fee of the Authority’s real property interests.
For entities joining the Authority at other than the beginning of the Authority’s fiscal year, cash contributions for Operating Costs and the Capital Fund shall be prorated for the remainder of the fiscal year.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 6 of 22 Approved by the SVACA Board of Directors on May 22, 2024
ARTICLE III
ORGANIZATIONAL STRUCTURE
OFFICERS AND EMPLOYEES
Section 3.1. Chairperson and Vice-Chairperson. The Board of Directors shall elect a Chairperson and Vice-Chairperson from among its members. The Chairperson and Vice-Chairperson shall each serve a one year term. In the event of the disqualification or permanent inability of the Chairperson to serve as the Chairperson during their term, the Vice-Chairperson shall assume the duties of the Chairperson for the remainder of that term and the Board of Directors shall elect a new Vice-Chairperson for the remainder of that term.
Section 3.1.1. The Chairperson shall be authorized to sign all resolutions of the Board of Directors and all contracts on behalf of the Authority and shall perform such other duties as may be imposed by the Board of Directors, consistent with the terms and provisions of this Agreement and the Rules of the Board.
Section 3.1.2. The Vice-Chairperson shall be authorized to act as the Chairperson, exercise all of the powers of the Chairperson, and perform all of the duties of the Chairperson in the temporary absence of the Chairperson.
Section 3.1.3. The Board of Directors, as a part of its approval of any contract, may authorize the Executive Director to execute the contract on behalf of the Authority.
Section 3.2. Secretary. The Executive Director shall be the Secretary to the Board of Directors, perform such other duties as may be imposed upon the Secretary by the Board of Directors, and cause a copy of this Agreement to be filed with the California Secretary of State and the State of California pursuant to Section 6503.5 of the Act.
Section 3.3. Treasurer. The Board shall designate the Treasurer. The Treasurer shall be the depository and shall have custody of all of the accounts, funds and money of the Authority from whatever source.
The Treasurer shall have the duties and obligations set forth in Section 6505 and 6505.5 of the Act, and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority.
Section 3.4. Officers in Charge of Property. Pursuant to Section 6505 of the California Government Code, the Treasurer shall have charge of, handle, and have access to all accounts, funds, and money of the Authority and all records of the Authority relating to such accounts, funds and money; and the Secretary shall have charge of, handle, and have access to all other records of the Authority, and the Executive Director shall have charge of, handle, and have access to all physical properties of the Authority.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 7 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.5. Bonding Persons Having Access to Property. From time to time, the Board of Directors may designate persons, such as the Treasurer or Executive Director, as the Authority officer(s) who shall have charge of, handle, or have access to any property of the Authority. The Board of Directors shall also fix the respective amounts of the official bonds of the Treasurer, Executive Director or such other designated persons pursuant to Section 6505.1 of the Act, which bonds shall be filed with the Secretary of the Authority. The actual cost of such bonds shall be a proper charge against the Authority.
Section 3.6. Management. The regular management of the operations and activities of the Authority shall be vested in the Executive Director. The Executive Director shall be appointed by the Board of Directors. Unless otherwise provided by the Rules of the Board or resolution of the Board of Directors, the Executive Director shall have the following powers:
Section 3.6.1. To provide for the planning, design, and construction of any additions or improvements to the Joint Facilities; leasing or remodeling of any existing facilities, or any new facilities to be operated by the Authority as authorized by the Board of Directors; Section 3.6.2. Except as otherwise provided in Section 3.6.8, to execute any contracts for capital costs, costs of special services, equipment, materials, supplies, maintenance, or repair that involve an expenditure by the Authority within the limits and in accordance with procedures to be established by the Authority in the manner provided for local agencies pursuant to Article 7, commencing with Section 54201 of Chapter 5 of Part 1 of Division 2 of Title 5 of the California Government Code;
Section 3.6.3. To appoint and employ all personnel of the Authority required for maintenance and operation of the Joint Facilities, and all other employees authorized by the Authority's budget and by the Board of Directors;
Section 3.6.4. To retain any consultants, including labor relations consultants or certified public accountants, as authorized in the Authority's budget and by the Board of Directors; Section 3.6.5. Subject to approval of the Board of Directors, to appoint and employ all personnel of the Authority or consultants required to be employed or retained in connection with the design of any additions or improvements of the Joint Facilities or construction of new facilities; Section 3.6.6. To expend funds of the Authority and enter into contracts, whenever required, or for the immediate preservation of the public peace, health, or safety, subject to the subsequent ratification of the Board of Directors;
Section 3.6.7. To dispose of any personal property of the Authority as may be provided in the Rules of the Board or otherwise authorized by the Board of Directors; Section 3.6.8. To approve and pay demands for payments by the Authority of Ten Thousand Dollars ($10,000.00), or less, which are authorized in the Authority's budget; Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 8 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.6.9. To prepare and submit to the Board of Directors in time for revision and adoption by the Authority prior to June 1 of each year, the annual preliminary budget for the next succeeding Fiscal Year referred to in Section 6.1;
Section 3.6.10. Generally, to supervise the acquisition, construction, management, maintenance, and operation of the Joint Facilities and personnel of the Authority; Section 3.6.11. To perform such other duties as directed by the Board of Directors and report to the Board of Directors at such times and on such matters as the Board of Directors may direct.
Section 3.7. Legal Advisor. The legal advisor of and provider of legal advice and services to the Authority shall be designated by the Board of Directors.
Section 3.8. Other Services. The Board of Directors shall have the power to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of and pursuant to this Agreement.
Section 3.9. Non-Liability of Agencies. None of the officers, agents, or employees directly employed by the Authority shall be deemed, solely by reason of their employment by the Authority, to be employed by any Member Agency or, by reason of their employment by the Authority, to be subject to any of the requirements of any Member Agency. All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activities of the officers, agents, or employees of Member Agencies when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. Except as expressly provided for in this Agreement, nothing contained in this Article III is intended to nor shall it restrict or limit the rights or abilities otherwise available to the Authority to enter into agreements or other arrangements with any Member Agency in accordance with the terms and conditions of this Agreement and the Rules of the Board regarding the use of employees of the Member Agency in the operations and activities of the Authority.
Section 3.10. Indemnity and Insurance. The Authority shall defend, indemnify and save harmless each Member Agency to this Agreement and its respective council members, officers and employees, from all claims, losses, damages, costs, injury and liability arising out of the Authority's performance of its powers, duties and responsibilities under this Agreement. The Authority shall obtain and keep in force policies of insurance with coverage and limits sufficient to protect the Authority and its Member Agencies from claims for damages arising from the activities of the Authority, its Board of Directors, officers and employees. It is the intent of this Section 3.10 that the policies of insurance described herein include coverage for automobile liability, comprehensive general liability, public officials errors and omissions, workers’ compensation, and excess liability and other perils as the Board of Directors shall, from time to time, direct and that the coverage limits of these policies be maintained at levels as the Board of Directors shall direct. Each Member Agency shall be named an "additional insured" on the liability coverages or shall receive equivalent treatment or status under the Authority’s insurance program.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 9 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 3.11. Agreement Not for Benefit of Third Parties. This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever. Any services performed or expenditures made in connection with this Agreement by any Member Agency shall be deemed conclusively to be for the direct protection and benefit of the inhabitants and property in the respective Area of such Member Agency.
ARTICLE IV
POWERS OF THE AUTHORITY
Section 4.1. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Member Agencies, as provided by the Constitution and laws of the State of California, and all incidental, implied, expressed, or necessary powers for the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.4. As provided in the Act, the Authority shall be a public entity separate from the Member Agencies. The Authority shall have the power to finance, acquire, construct, manage, maintain, and operate the Joint Facilities. The Authority shall have all of the powers provided in Article 2 and Article 4 of the Act, unless specifically prohibited or restricted by this Agreement.
Section 4.2. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any of the following:
Section 4.2.1. To make and enter into contracts;
Section 4.2.2. To employ agents or employees;
Section 4.2.3. To acquire, construct, manage, maintain, or operate any buildings, works or improvements;
Section 4.2.4. To acquire, hold, or dispose of property; Section 4.2.5. To sue and be sued in its own name;
Section 4.2.6. To incur debts, liabilities or obligations, subject to the provisions of this Agreement, provided that no debt, liability or obligation shall constitute a debt, liability or obligation upon any Member Agency;
Section 4.2.7. To apply for, accept, receive, and disburse grants, loans, and other aids from any agency for the United States of America or of the State of California; Section 4.2.8. To invest any money in the treasury pursuant to Section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code;
Section 4.2.9. To carry out and enforce all the provisions of this Agreement.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 10 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 4.3. Bonds. The Authority shall have all of the powers provided in Article 4 of the Act, including the power to issue Bonds under the Bond Law.
Section 4.4. Restrictions on Exercise of Powers. The Authority shall exercise in the manner herein provided the powers common to all Member Agencies as appropriate to the accomplishment of the purposes of this Agreement. For purposes of Govt. Code § 6509, the powers of the Authority shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Campbell, a general law city.
Section 4.5. Obligations of Authority. The debts, liabilities, and obligations of the Authority shall not be the debts, liabilities, and obligations of any Member Agency.
ARTICLE V
METHODS OF PROCEDURE
Section 5.1. Reserved.
Section 5.2. Delegation of Powers. Each Member Agency hereby delegates to the Authority the power to purchase and the power and duty to maintain, operate, and manage any animal control equipment, resources, and real property acquired and identified by the Member Agencies, including the site of the Authority's animal control facility, and to employ the necessary personnel to do any and all other things necessary or desirable to provide efficient, economical and lawful Animal Control Services to the Member Agencies.
Section 5.3. Joint Maintenance and Operation Fund. The Board of Directors shall have a joint maintenance and operation fund (herein called the "Operating Fund"). The Authority shall assume responsibility for the maintenance and operation of the Operating Fund and shall pay the administrative and operational expenses of the Authority and all maintenance and operation costs of the Joint Facilities from said Operating Fund. Each of the Member Agencies shall pay into said Operating Fund its proportionate share of the maintenance and operation costs of the Joint Facilities, computed on the basis set forth in Section 6.3 of this Agreement.
Section 5.4. Capital Acquisition, Improvement and Replacement Fund. The Board of Directors may create a capital acquisition and replacement fund ("Capital Fund") for the purpose of creating a fund for the acquisition and construction of the Joint Facilities and any other capital improvements owned or controlled by the Authority, and the replacement and acquisition of capital equipment and property of the Authority. Each Originating Member Agency shall annually pay into said Capital Fund its proportionate share of capital costs, including principal and interest payments on outstanding Bonds, if any, as provided in Section 6.3. If there is a future need for contributions to the Capital Fund by any new Member Agency, all members shall contribute a proportionate share that is commensurate with each member’s proportional operating expenses.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 11 of 22 Approved by the SVACA Board of Directors on May 22, 2024
ARTICLE VI
BUDGET/COSTS, MAINTENANCE AND
OPERATION COSTS AND OTHER COSTS
Section 6.1. Annual Budget. The Board of Directors shall adopt a preliminary budget for maintenance and operation costs, capital costs, costs of special services, and debt service payments or redemption expenses on Bonds (if any), annually prior to June 1 of each year and shall adopt a final budget prior to June 30 of each year.
Each Member Agency shall approve the contribution of its allocated proportional share of the total estimated annual costs and expenses in the budget, as set forth in Section 6.3, prior to final adoption of the budget by the Board of Directors on or before June 30 of each year.
Section 6.2. Records and Accounts. The Authority shall cause to be kept accurate and correct books of account, showing in detail the capital costs, costs ofspecial services and maintenance, operation costs of the Joint Facilities and the provision of the Animal Control Services, and all financial transactions of the Member Agencies relating to the Joint Facilities and the provision of the Animal Control Services, which books of account shall correctly show any receipts and also any costs, expenses, or charges paid or to be paid by each of the Member Agencies. Said books and records shall be open to inspection at all times during normal business hours by any representative of a Member Agency, or by any accountant or other person authorized by a Member Agency to inspect said books or records. The Controller/Treasurer shall, in accordance with Sections 6505 and 6505.6 of the Act, cause the books of account and other financial records of the Authority to be audited annually by an independent public accountant or certified public accountant.
Section 6.3. Allocation of Costs and Expenses: Generally.
Section 6.3.1. Annual Estimate. After adoption of the preliminary budget and prior to June 1 of each year, the Authority shall promptly furnish to each of the Member Agencies an estimate of the total annual maintenance and operation costs, capital costs, costs of special services, and debt service payments or redemption expenses on Bonds (if any).
Section 6.3.2. Operating Costs. The proportion of Operating Costs to be borne by each Member Agency shall be determined by the Executive Director each year prior to April 1, and the Executive Director shall submit these percentages to the Board of Directors for review, modification and/or approval on or before June 1 of each year. The Board of Directors may modify the manner in which each Member Agency's contribution to Operating Costs is determined or calculated by five (5) affirmative votes of the Board of Directors.
Section 6.3.3. Capital Acquisition Costs, Costs of Special Services, Bond Expenses. Costs of acquiring new equipment or constructing new facilities, costs of special services and Bonds interest and redemption expenses (if any) shall be borne by each Member Agency in the same proportion as Operating Costs determined, pursuant to Section 6.3.2, for the Fiscal Year in which the cost is incurred.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 12 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 6.3.4. Capital Costs. The proportion of capital replacement costs to be borne by each Member Agency annually shall be the same proportion as Operating Costs borne by that Member Agency for that Fiscal Year as determined pursuant to Section 6.3.2.
Section 6.3.5. Insurance Costs. The premiums for the insurance policies described in Section
3.10 shall be apportioned among the Member Agencies in the same manner as each Member Agency's yearly percentage of Operating Costs, as determined pursuant to Section 6.3.2 . In the event of any claim for damages which is not covered by insurance, or which exceeds the limits of any applicable policy of insurance, the Member Agencies agree to allocate among themselves the uninsured costs of defending such claim, and the uncovered costs of settlement or judgment, if any, in the same proportions as the percentage share of Operating Costs of each Member Agency as established pursuant to Section 6.3.2 at the time the claim is filed with the Authority.
Section 6.4. Payment of Costs. Beginning on the Effective Date of this Agreement, and quarterly in advance thereafter for each Fiscal Year, each Member Agency agrees to pay the Authority its allocated proportional share of the total estimated annual costs and expenses, as set forth in Section 6.3.
Section 6.5. Sources of Funds. Each Member Agency shall provide the funds required to be paid by it to the Authority under this Agreement from any source of funds legally available to such Member Agency for such purpose.
Section 6.6. Level of Services and Charges to Member Agencies. All Member Agenciesshall receive the same level of service for their contributions, regardless of the amount of their contribution. The levels of service are reflected in Exhibit A, and these services may be amended from time to time.
Section 6.6.1. Level of Service Adjustment Due to New Member Agency. No later than four (4) years after the effective date of this Agreement, the Authority will conduct an internal review of its level of service for any new Member Agency to determine if the initial estimate of the necessary level of service for that jurisdiction is appropriate. In the event a higher or lower level of service is warranted based upon such audit, the Member Agencies may adjust the Operating Costs accordingly, pursuant to Section 6.3.2.
Section 6.7. New Member Agency Contribution and Payment Terms. This Agreement was created to accommodate the inclusion of a new Member Agency, the Town of Los Gatos. Pursuant to Section 2.10, the Town of Los Gatos will contribute the following amounts pursuant to the terms stated herein as consideration for its Member Agency status. The Town of Los Gatos will pay a total of One Hundred Thousand Dollars ($100,000.00), payable to the Authority on the Effective Date of this Agreement. This contribution amount is based upon the purchase of one animal rescue vehicle for Authority staff use as well as miscellaneoustransitional costs. Los Gatos agrees that any new asset and/or equipment purchased with these funds are the property of the Authority, not of Los Gatos.
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 13 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 6.7.1. Early Termination. Los Gatos also agrees that in the event its Legislative Body votes to terminate its status as a Member Agency prior to five (5) years from the Effective Date of this Agreement, then Los Gatos will be liable for early termination liquidated damages. The Member Agencies agree that, in the event Los Gatos terminates this Agreement prior to five (5) years from the Effective Date of this Agreement, the Authority and its remaining Member Agencies will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Member Agencies agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Los Gatos shall pay to the Authority liquidated damages of a sum equivalent to two-thirds (2/3) of its annual contribution for the remaining balance of that five (5) year period and any unpaid initial contribution amount, as described in Section 6.7. In the event that said liquidated damages are not paid, Los Gatos agrees that the Authority or any of its remaining Member Agencies may use all available legal remedies to obtain the amount of said unpaid damages. In the event of any litigation resulting from such a dispute as to liquidated damages, Los Gatos agrees to waive any affirmative defense as to the reasonableness and/or imposition of the liquidated damages.
ARTICLE VII
ENFORCEMENT
Section 7.1. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law, to enforce this Agreement.
ARTICLE VIII
WITHDRAWAL OF A MEMBER AGENCY
Section 8.1. Agreement Continues. Notwithstanding the provisions of Section 9.1, each Member Agency agrees that the withdrawal of a Member Agency pursuant to this Article VIII is not intended to and will not terminate this Agreement or affect the ability of the Board of Directors or the remaining Member Agencies to carry out and fulfill the purposes of this Agreement.
Section 8.2. Withdrawal. A Member Agency may withdraw from the Authority and this Agreement by filing written notice thereof with the Authority. Withdrawal will take effect on July 1 of any year provided there is a least six months advance notice. The withdrawal of any Member Agency from the Authority shall in no way affect the rights and obligations of the remaining Member Agencies. A withdrawing Member Agency is still obligated for all payments due from it for the fiscal year of the withdrawal, and in the case of the Town of Los Gatos, it is also obligated for all payments specified in Section 6.7 in the event of early termination. Further, in the event of withdrawal of a Member Agency, the following terms and conditions will apply:
Section 8.2.1. Withdrawal shall not relieve the party of its proportionate share of any debts, liabilities or other contractual commitments incurred by the Authority prior to the effective date of the party’s withdrawal; and
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 14 of 22 Approved by the SVACA Board of Directors on May 22, 2024 Section 8.2.2. If Bonds have been issued and the withdrawing Member Agency benefits directly or indirectly from the Bonds issued and outstanding, the Member Agency shall not withdraw from the Authority until such time as all of those Bonds and the interest thereon shall first have been paid in full or provision for such full payment shall first have been contractually made with the Authority and approved by the Board of Directors; and Section 8.2.3. The obligations of the withdrawing Member Agency shall have been paid in full and provision for repayment of any other indebtedness which may exist shall be covered by an agreement made between the Authority and the Member Agency and approved by the Board of Directors.
Section 8.3. Non-Distribution of Assets Upon Withdrawal or Subsequent Dissolution. A withdrawing Member Agency will have no entitlement to any Assets or Cash Reserves (See Section 9.3 for definition of term) of the Authority nor any distribution or reimbursement of any kind from the Authority upon withdrawal or in the event of the Authority’s subsequent dissolution.
Section 8.4. Restrictions. Any withdrawal from participation in this Agreement is subject to the restrictions on withdrawal contained in Sections 8.2 and 8.3, above. In addition, each withdrawing Member Agency, upon its withdrawal, waives any right to seek a judicial apportionment of any interest it may have in the Authority, including any interest in any Assets or Cash Reserves of the Authority.
ARTICLE IX
TERMINATION OF THE AGREEMENT AND
DISSOLUTION OF THE AUTHORITY
Section 9.1. Termination. This Agreement shall terminate and the Authority shall be dissolved upon an agreement of all Member Agencies. Upon termination of this Agreement, any obligation of the Authority which continues following dissolution shall be borne by the Member Agencies based on the percentages determined pursuant to Section 9.3.
Section 9.2. Effective Date of Termination. Termination shall not under any circumstances become effective until June 30 next succeeding a minimum of twelve (12) months following the effective date of a written notice of termination to the Board of Directors approved by all Legislative Bodies of the current Member Agencies.
Section 9.3. Disposition of Assets. Upon dissolution of the Authority, each Originating Member Agency shall receive its proportionate share of the assets of the Authority as defined in this Section within a reasonable amount of time after dissolution, and each Originating Member Agency shall contribute its proportionate or otherwise defined share toward the discharge of any enforceable liabilities incurred by the Authority as the same appear on the books of the Authority. Upon the termination of this Agreement, any assets acquired by the Authority during the period of its existence and still on hand and all unencumbered cash reserves (collectively, "Assets and Cash Reserves") shall be distributed to the Originating Member Agencies in the following manner: The total amount of maintenance and operating costs paid by each Originating Member Agency into the Operating Fund during the entire existence of the Authority shall be added together and the percentage which each Agency's total bears to the whole shall be determined. The Assets and Cash Reserves shall be divided among the current Member Agencies Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 15 of 22 Approved by the SVACA Board of Directors on May 22, 2024 based on the above percentage, based on appraised value of the assets at the time of termination. In the event the Originating Member Agencies cannot agree on how the distribution of Assets and Cash Reserves pursuant to the distribution method set forth in this Section should be implemented, the City Managers of all of the Originating Member Agencies, or their respective designees, shall meet promptly to develop a method for distributing the Assets and Cash Reserves among the Originating Member Agencies. New Member Agencies shall receive only their proportional share of the cash reserves they contributed to during their membership, if any.
Section 9.4. The distribution of assets may be made in kind or assets may be sold and the proceeds thereof distributed to the Member Agencies at the time of dissolution after the discharge of all enforceable liabilities.
Section 9.5. Continued Existence of Authority. Upon dissolution, this Agreement and the Authority shall continue to exist as required or necessary for the limited purpose of distributing the Assets and Cash Reserves and winding up and closing out the business, accounts and affairs of the Authority.
ARTICLE X
MISCELLANEOUS
Section 10.1. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing language in the section referred to or to define or limit the scope of any provision of this Agreement.
Section 10.2. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.
Section 10.3. Law Governing. This Agreement is made under the Constitution and laws of the State of California and is to be so construed.
Section 10.4. Amendments. This Agreement may be amended at any time, except as limited by Bond covenants, if any. All amendments to the Agreement must be in writing, and must be approved by the Legislative Bodies of the Member Agencies prior to becoming effective.
Section 10.5. Severability. In the event any provision of this Agreement is determined to be illegal or invalid for any reason, all other provisions and articles of this Agreement shall remain in full force and effect unless and until otherwise determined. The illegality of any provision of this Agreement shall in no way affect the legality and enforceability of any other provisions of this Agreement.
Section 10.6. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Member Agencies. No Member Agency may assign any right or obligation hereunder without written consent of the other Member Agencies.
Section 10.7. Notice. Any notice required to be given or delivered by any provision of this Agreement shall be personally delivered or deposited in the U.S. mail, postage prepaid, addressed to the Authority and to the Member Agencies at their addresses as reflected in the records of the Authority, and shall be Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 16 of 22 Approved by the SVACA Board of Directors on May 22, 2024 deemed to have been received by the party to which the notice is addressed upon the earlier of receipt or 72 hours after mailing.
Section 10.8. Counterparts. This Agreement may be signed in counterparts, which together shall constitute one agreement. If this Agreement is signed in counterparts, no signatory hereto shall be bound until all Parties named below have duly executed, or caused to be duly executed, a counterpart of this Agreement.
[Signatures on next page.]
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 17 of 22 Approved by the SVACA Board of Directors on May 22, 2024
EXECUTION OF AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereupon duly authorized and their official seals to be hereto affixed on the dates as shown herein.
MEMBER AGENCIES
APPROVED AS TO FORM: CITY OF CAMPBELL, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: CITY OF MONTE SERENO, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: CITY OF SANTA CLARA, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 18 of 22 Approved by the SVACA Board of Directors on May 22, 2024 APPROVED AS TO FORM: CITY OF MOUNTAIN VIEW, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
APPROVED AS TO FORM: TOWN OF LOS GATOS, a municipal corporation By: ___________________________ By: _________________________________ Its: ___________________________ Its: _________________________________ Date: ___________________________ Date: _________________________________ ATTEST:
By: ___________________________
Its: ___________________________
Date: ___________________________
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 19 of 22 Approved by the SVACA Board of Directors on May 22, 2024 EXHIBIT "A"
ANIMAL CONTROL SERVICES
The term "Animal Control Services" in the Agreement to which this Exhibit "A" is attached means all of the following services:
A. Field Services
Field services means all of the following services, including any vehicles, communications equipment, office supplies, field and administrative personnel, and any other personnel, supplies and equipment, reasonably required to perform the following services (the "Field Services"):
• Pick up of confined stray dogs, cats, and other small animals, including, rabbits, chickens, turkey, geese, and ducks, and excluding confined wildlife as defined in Section 711.2 of the California Fish and Game Code, such as opossums, raccoons, skunks, or squirrels • Pick up confined stray livestock, including horses, pigs, goats, sheep, and donkeys • Pick up of deceased animals, including wildlife, as described in more detail below under the description of Deceased Animal Services
• Pick up of injured stray dogs or cats and other small animals, without regard to weight, and injured wildlife weighing fifty pounds (50 lbs.) or less, that are located on public property or readily accessible on private property with the permission of the property owner or occupant or the property owner's or occupant's authorized agent
• Respond to emergency calls such as animals requiring rescue or animals attacking people • Investigating complaints of animal bites or attacks on humans, including the completion of a report interviewing the parties involved, quarantining animals which have bitten humans, preparing and transporting biting animals for rabies testing, and investigating alleged violations of a quarantine
• Response to calls for removal of venomous snakes in a private residence and on private property
• Investigating complaints of vicious dogs and provide administrative hearings • Investigating complaints of dangerous animals and provide administrative hearings • Responding to complaints of animals running at large
• Responding to complaints of domestic animals causing a nuisance, except domestic animals making noise, and provide follow-up patrol
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 20 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Respond to police assist calls on animal-related issues, which service may include taking control of an animal on the scene
• Investigate complaints regarding the lack of proper care, condition, or attention of domestic animals by their owners
• Investigate complaints regarding cruelty to animals
• Investigate complaints regarding exceeding the limit of the maximum number of animals • Investigate complaints regarding unsanitary conditions • Provide Community Outreach Humane Education programs to local schools as well as presenting programs to civic groups and organizations, Neighborhood Watch, homeowners groups and more
• Provide animal safety training for service workers (i.e. postal employees, meter readers) • Issue administrative and criminal citations as necessary • Participate in Santa Clara County Disaster Preparedness Team B. Shelter Services
Shelter Services means all of the following services, including shelter facilities, supplies, animal care specialists, supervisors and administrative personnel, and any other personnel, supplies and equipment reasonably required to perform the following services (the "Shelter Services"):
• Shelter of abandoned, impounded, lost or stray domestic animals brought to the shelter by a Member Agency, a resident residing in a Jurisdictional Area, or shelter personnel • Quarantine of biting animals
• Rabies testing of suspect animals
• Provision for surrender and reclaim of abandoned, lost or stray domestic animals during established business hours
• Provide adoption program to include offsite adoption events • Provide after hours receiving kennels for stray healthy animals • Save all healthy or treatable animals by return to owner, placement with a placement partner, or adoption
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 21 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Hold periodic adoption events at the animal care center • Euthanasia and disposal of unhealthy domestic animals that fail to meet the written health and temperament standards of the shelter
C. Medical Services
Medical Services means all of the following services, including office facilities, supplies, and professional and trained personnel necessary to perform the following services (the "Medical Services") by staff or through contracts:
• Provision of veterinarian services by staff or through contracts twenty-four (24) hours per day to treat and provide veterinarian care to stray dogs, cats, and other impounded animals that may be sick or injured
• Monitor quarantined biter animals
• Conduct vaccination clinics and have available, free of charge to the public, rabies control information.
• Operate public low cost spay/neuter clinic
D. Deceased Animal Services
Deceased Animal Services means all of the following services, including any vehicles, storage facilities, disposal mechanisms, field, and administrative personnel, and any other personnel, supplies, contracts and equipment required to perform the following services (the "Deceased Animal Services"):
• Pick up of deceased animals, including wildlife and except livestock, from streets and public property within Jurisdictional Areas, or from private property within Jurisdictional Areas with the permission of the property owner, occupant or a representative of the property owner or occupant
• Identification of and notification to the owner of the deceased animal, whenever possible • Disposal of the body of the deceased animal
E. Animal Licensing Services
Animal Licensing Services means all of the following services, including any vehicles, office facilities, supplies, equipment and personnel necessary to perform the following services (the "Animal Licensing Services"):
Revised Third Restated and Amended Joint Exercise of Powers Agreement Page 22 of 22 Approved by the SVACA Board of Directors on May 22, 2024 • Computerized animal licensing including up to two delinquent notices on license renewals
• Animal Control Officer contact for delinquent licenses when necessary • Provide licenses at animal care center
• Comprehensive community outreach program, to include issuing licenses at vaccination and spay/neuter clinics
• Distribute licensing information through local veterinarians and on web site • Issue assistance animal identification tags to qualified residents as required by state law F. Other Services For Which a Fee May Be Charged
• Pick up owned animals
• Provide humane traps to the public to capture sick, injured, or nuisance domestic animals • Provide volunteer opportunities
• Provide onsite dog training
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-644 Agenda Date: 8/27/2024
REPORT TO COUNCIL
SUBJECT
Action on a Resolution Adopting the City of Santa Clara Emergency Operations Plan
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
An Emergency Operations Plan (EOP) is required for each local government in California. The guidelines for the plan come from the Federal Emergency Management Agency (FEMA) via the National Response Framework (NRF), the National Preparedness Goal, and the National Incident Management System (NIMS), and are modified by the California Office of Emergency Services (CalOES) and the State’s Standardized Emergency Management System (SEMS) for California needs and issues. The purpose of the plan is to provide a legal and operational framework for the local implementation of SEMS, NIMS, and the Incident Command System (ICS) across the entire incident management enterprise, and describe the means of managing emergencies and disasters and the conduct of business amongst all responding agencies, jurisdictions, and operations centers/command posts. This plan is required by Section 2.140.080 (Emergency Plan) of the Santa Clara City Code. The current Emergency Operations Plan was adopted on June 21, 2016, by the City Council, and was due for an update in June 2021.
DISCUSSION
The proposed updated version provides a comprehensive, single source of guidance and procedure for the City to respond to and manage significant or catastrophic natural or man-made threats, crises, incidents, or events that produce situations requiring a coordinated response. Internal and external planning partners participated in the operational area-wide planning and development process of the Santa Clara County Operational Area Jurisdictional Emergency Operations Plan (EOP) Model, which was utilized as the framework for this localized City EOP, and was reviewed by various City departments and partners. This plan aligns with current industry best practices, themes, and standards, such as Access and Functional Needs (AFN), Sustainability, Equity, and Animal Sheltering.
There are no known disadvantages to adopting the plan.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.
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24-644 Agenda Date: 8/27/2024
FISCAL IMPACT
There is no immediate fiscal impact. The City will have the ability to apply for federal mitigation grant funds cited above which would potentially decrease the financial burden on the City after Council adopts the plan. Failure to approve the plan will make the City ineligible for federal hazard mitigation grant program funding and potentially disaster recovery cost-sharing funds, in accordance with the Stafford Act.
COORDINATION
This Plan has been reviewed by the City Attorney’s Office, City Manager’s Office, Communications, the Office of Emergency Services, Silicon Valley Power, and the Community Development, Finance, Fire, Information Technology, Police, Public Works, and Water & Sewer Utilities departments.
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. Approve the Resolution Adopting the City of Santa Clara Emergency Operations Plan Reviewed by: David Flamm, Emergency Services Officer
Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Resolution Adopting the City of Santa Clara Emergency Operations Plan
2. City of Santa Clara Emergency Operations Plan, 2024
3. City of Santa Clara Emergency Operations Plan, 2016
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Resolution/City of Santa Clara Emergency Operations Plan Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
ADOPTING THE CITY OF SANTA CLARA EMERGENCY
OPERATIONS PLAN
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the City of Santa Clara is subject to various hazards, including natural and manmade disasters; and WHEREAS, the City of Santa Clara recognizes that natural and man-made disasters may occur at any time and without warning; and
WHEREAS, the City of Santa Clara seeks to maintain and enhance both a disaster-resistant City while accelerating economic recovery from those disasters; and WHEREAS, the City of Santa Clara is committed to disaster preparedness and response; and WHEREAS, the Emergency Operations Plan provides a comprehensive, single source of guidance and procedure for the City to respond to and manage significant or catastrophic natural or man-made threats, crises, incidents or events that produce situations requiring a coordinated response; and
WHEREAS, an Emergency Operations Plan is required for each local government in California with guidelines for the plan that come from the Federal Emergency Management Agency (FEMA) and the California Office of Emergency Services (CalOES); and WHEREAS, the purpose of an Emergency Operations Plan is to provide a legal and operational framework for the local implementation of the Standardized Emergency Management System (SEMS), National Incident Management System (NIMS), and the Incident Command System (ICS) across the entire incident management enterprise, and describes the means of managing emergencies and disasters and the conduct of business amongst all responding agencies, jurisdictions, and operations centers/command posts; and WHEREAS, an Emergency Operations Plan is required by Section 2.140.080 (Emergency Plan) Resolution/City of Santa Clara Emergency Operations Plan Page 2 of 2 Rev: 11/22/17
of the Santa Clara City Code.
NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. That the City adopts in its entirety the Santa Clara Emergency Operations Plan.
2. That the City will use the adopted and approved Emergency Operations Plan to guide response to emergent crises, emergencies, and disasters.
3. That the City will coordinate the strategies identified in the Emergency Operations Plan with other planning programs and mechanisms under its jurisdictional authority.
4. That the City commits to continuing to make updates as required to maintain the Emergency Operations Plan as a working document that will enhance efficiency and emergency actions taken in the City of Santa Clara.
5. That the City will maintain the Emergency Operations Plan in accordance with California’s Standard Emergency Management System and FEMA’s National Incident Management System.
6. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 27 DAY OF AUGUST, 2024, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference:
1. City of Santa Clara Emergency Operations Plan
CITY OF SANTA CLARA
EMERGENCY OPERATIONS PLAN
DATE OF ADOPTION, 2024
CITY MANAGER’S OFFICE OF
EMERGENCY MANAGEMENT
1500 Warburton Avenue
Santa Clara, California 95050
THIS PAGE LEFT INTENTIONALLY BLANK
ACKNOWLEDGEMENTS
Office of Emergency Management P a g e | I
City of Santa Clara
ACKNOWLEDGEMENTS
We would like to acknowledge contributions from the various City Departments and local planning partners who participated in the planning and development process of the City of Santa Clara’s Emergency Operations Plan (EOP) as well as the cities and towns; special districts; county departments and agencies; state agencies; federal agencies; and other planning partners who participated in the operational area-wide planning and development process of the Santa Clara County Operational Area Jurisdictional Emergency Operations Plan (EOP) Model, which established the framework for this specific City EOP:
City of Santa Clara Departments
City Attorney’s Office Human Resources Department
Finance Department Information Technology Department
City Clerk’s Office Santa Clara City Library
City Manager’s Office Parks & Recreation Department
City Communications Santa Clara Fire Department
Community Development Department Santa Clara Police Department Department of Public Works Water & Sewer Utilities
Electric Utility/Silicon Valley Power (SVP)
Operational Area City and Town Partners County of Santa Clara Partners City of Campbell Animal Services
City of Cupertino Behavioral Health Services (BHS)
City of Gilroy Consumer & Environmental Protection Agency (CEPA) Town of Los Altos Hills County Communications (911)
City of Los Altos Office of the County Counsel (CCO)
Town of Los Gatos Office of the County Executive (CEO)
City of Milpitas Department of Environmental Health (DEH) City of Monte Sereno Emergency Medical Services (EMS)
City of Morgan Hill Employee Services Agency (ESA)
City of Mountain View Fleet and Facilities (FAF)
City of Palo Alto County Health System (HHS)
City of San José Medical Examiner-Coroner (MEC)
City of Saratoga Office of Emergency Management (OEM)
City of Sunnyvale Office of the Sheriff (SHO)
Parks and Recreation (PRK)
Special District Partners Planning and Development (PLN) Santa Clara County Central Fire Protection District Procurement (PRC) Santa Clara Valley Water District (SCVWD aka Valley Water) Public Health Department (PHD) Santa Clara Valley Transportation Authority (VTA) Roads and Airports (RDA) Social Services Agency (SSA)
Other Planning Partners
American Red Cross (Red Cross) State of California Partners California Resiliency Alliance
Collaborating Agencies’ Disaster Relief Network (CADRE) California Governor’s Office of Emergency Services (CalOES) Kaiser Permanente Santa Clara California Department of Transportation (CalTrans) Norman Y. Mineta San Jose International Airport (SJC) California Highway Patrol (CHP) Santa Clara County ARES/RACES
Santa Clara County Emergency Managers Association (EMA) Silicon Valley Community Foundation Federal Partners
Stanford Hospital Federal Emergency Management Agency (FEMA), Region IX Technology Services Solutions (TSS) Moffett Federal Aviation, Aeronautics and Space Administration (NASA) United Way / 211 Santa Clara County
EXECUTIVE SUMMARY
Office of Emergency Management P a g e | II
City of Santa Clara
EXECUTIVE SUMMARY
The City of Santa Clara Emergency Operations Plan (EOP) is an all-hazards document describing the City’s incident management organization, compliance with relevant legal statutes, other relevant guidelines, whole community engagement, continuity of government focus, and critical components of the incident management structure. The incident management system described herein is modular and can be scaled up with components activated as necessary to reflect the incident/event escalation from routine incident(s) to emergency, disaster, or catastrophe impacting the City of Santa Clara. This EOP is not intended to address specific emergency responses, scenarios, hazards, or threats. Function and hazard specific annexes to this EOP will outline specific response activities for response organizations.
This Emergency Operations Plan (EOP) accomplishes the following:
• Establishes an incident management organization for the City which includes situational awareness, facilitation of effective communication between incident command posts and operations centers at various levels of government, continuity of government, and interaction with public information sources.
• Establishes the overall operational concepts associated with the management of incidents, emergencies, crises, disasters, and catastrophes at the City/local level in relation to neighboring, county, regional, state and federal partners. • Provides a flexible platform for planning and response to all hazards, incidents, events, and emergencies believed to be important to the City of Santa Clara. It is applicable to a wide variety of anticipated incident events, including, but not limited to, earthquakes, floods, public health issues and other human-caused incidents.
• Updates the previous City EOP, published in 2016, to incorporate new directives, best practices, cultural competencies, and lessons learned from recent disasters. This pertains to updated concepts, language and guidance; includes implementation of the Emergency Support Function (ESF) concept and recently promulgated laws and regulations, including those laws and regulations related to people with access and functional needs (AFN).
This EOP was developed in accordance with the latest edition of FEMA’s Comprehensive Preparedness Guide to demonstrate the County’s compliance with the Standardized Emergency Management System (SEMS), the National Incident Management System (NIMS), the Incident Command System (ICS) and alignment with the National Response Framework (NRF) and the National Preparedness Goal. It facilitates multi-agency and multi-jurisdictional coordination during emergency operations, public information functions and resource management.
This EOP serves as the legal and conceptual framework for incident management to be utilized by the City and its various departments. There may be several separately published annexes that support this EOP. These supporting annexes will further describe the hazard-specific or functionspecific considerations, actions and responsibilities for identified City departments or other local agencies.
PROMULGATION
Office of Emergency Management P a g e | III
City of Santa Clara
PROMULGATION
The preservation of life, property, the environment and the economy is an inherent responsibility of local, state and federal government. While no plan can completely prevent death and destruction, reasonable plans carried out by knowledgeable and well-trained personnel can and will minimize losses.
The City of Santa Clara has prepared this SEMS and NIMS compliant EOP to ensure the most effective and efficient allocation of resources for the maximum benefit and protection of the civilian population during times of emergency.
This EOP establishes the emergency organization, assigns tasks, specifies policies and general procedures, and provides for coordination of planning efforts for respective staff.
This EOP will be reviewed and exercised periodically and revised as necessary to satisfy changing conditions and needs.
The Santa Clara City Council gives their full support to this EOP and urges all officials, employees, and residents—individually and collectively—to do their share in the whole community emergency effort of the City of Santa Clara. This EOP became effective on August 27, 2024, when approved by the Santa Clara City Council.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
DAVID S. FLAMM
Emergency Management Officer
COUNCIL ADOPTION APPROVAL
Office of Emergency Management P a g e | IV
City of Santa Clara
COUNCIL ADOPTION APPROVAL
RESOLUTION NO. _____
A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
ADOPTING THE CITY OF SANTA CLARA EMERGENCY
OPERATIONS PLAN
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
WHEREAS, the City of Santa Clara is subject to various hazards, including natural and manmade disasters; and WHEREAS, the City of Santa Clara recognizes that natural and man-made disasters may occur at any time and without warning; and
WHEREAS, the City of Santa Clara seeks to maintain and enhance both a disaster-resistant City while accelerating economic recovery from those disasters; and WHEREAS, the City of Santa Clara is committed to disaster preparedness and response; and WHEREAS, the Emergency Operations Plan provides a comprehensive, single source of guidance and procedure for the City to respond to and manage significant or catastrophic natural or man-made threats, crises, incidents or events that produce situations requiring a coordinated response; and
WHEREAS, an Emergency Operations Plan is required for each local government in California with guidelines for the plan that come from the Federal Emergency Management Agency (FEMA); and
WHEREAS, the purpose of an Emergency Operations Plan is to provide a legal framework for the management of emergencies and guidance for the conduct of business in the Emergency Operations Center; and
WHEREAS, an Emergency Operations Plan is required by Section 2.140.080 (Emergency Plan) of the Santa Clara City Code.
NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:
1. That the City adopts in its entirety the Santa Clara Emergency Operations Plan.
2. That the City will use the adopted and approved Emergency Operations Plan to guide preand post-disaster mitigation of the hazards identified.
COUNCIL ADOPTION APPROVAL
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3. That the City will coordinate the strategies identified in the Emergency Operations Plan with other planning programs and mechanisms under its jurisdictional authority.
4. That the City commits to continuing to make updates as required to maintain the Emergency Operations Plan as a working document that will enhance efficiency and emergency actions taken in the City of Santa Clara Emergency Operations Center.
5. That the City will maintain the Emergency Operations Plan in accordance with California’s Standard Emergency Management System and FEMA’s National Incident Management System.
6. Effective date. This resolution shall become effective immediately.
I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED
AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 27 DAY OF AUGUST, 2024, BY THE FOLLOWING VOTE:
AYES: COUNCILORS:
NOES: COUNCILORS:
ABSENT: COUNCILORS:
ABSTAINED: COUNCILORS:
ATTEST: ______________________________
NORA PIMENTEL, MMC
ASSISTANT CITY CLERK
CITY OF SANTA CLARA
Attachments incorporated by reference:
1. City of Santa Clara Emergency Operations Plan
ANNUAL REVIEW
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ANNUAL REVIEW
The City of Santa Clara Office of Emergency Management (OEM), with input from essential stakeholders across the City and Operational Area (OA), is responsible for maintaining, reviewing and updating this EOP. They will—at a minimum—review this EOP every two (2) years and formally revise it every five (5) years in alignment with the County, which is in accordance with requirements for subrecipients of the State Homeland Security Grant Program (SHSGP). It is essential that OEM make revisions and updates, in collaboration with participating local jurisdictions and other planning partners identified in the EOP, to ensure accuracy, validity and efficacy. If the EOP requires an immediate change due to lessons learned from trainings, exercises or actual incidents, the OEM will identify a course of action for the review, update and implementation of the necessary changes. All changes will be noted in the table below.
DATE NAME/ORGANIZATION CHANGE DESCRIPTION
08/27/2024 OEM, City of Santa Clara Publication of EOP
TABLE OF CONTENTS
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TABLE OF CONTENTS
ACKNOWLEDGEMENTS .................................................................................................. I EXECUTIVE SUMMARY.................................................................................................. II PROMULGATION........................................................................................................ III COUNCIL ADOPTION APPROVAL..................................................................................... IV ANNUAL REVIEW ....................................................................................................... VI TABLE OF CONTENTS ............................................................................................ VII PURPOSE, SCOPE, SITUATION OVERVIEW, AND ASSUMPTIONS............................................... 1 PURPOSE, SCOPE, SITUATION OVERVIEW AND ASSUMPTIONS ............................................ 2 PURPOSE............................................................................................................... 2 SCOPE .................................................................................................................. 3 SITUATION OVERVIEW .............................................................................................. 4 HAZARD ANALYSIS OVERVIEW .................................................................................... 7 THREAT/HAZARD IDENTIFICATION AND RISK ASSESSMENT (THIRA).................................. 19 PLANNING ASSUMPTIONS........................................................................................ 20 CONCEPT OF OPERATIONS........................................................................................... 23 CONCEPT OF OPERATIONS ....................................................................................... 24 NATIONAL RESPONSE FRAMEWORK (NRF).................................................................. 24 STANDARD EMERGENCY MANAGEMENT SYSTEM (SEMS)............................................... 24 NATIONAL INCIDENT MANAGEMENT SYSTEM (NIMS) ................................................... 25 INCIDENT COMMAND SYSTEM (ICS) .......................................................................... 25 INTEGRATING FEDERAL, STATE, AND LOCAL SYSTEMS ..................................................... 25 CORE CAPABILITY OVERVIEW ................................................................................... 25 PHASES OF EMERGENCY MANAGEMENT ..................................................................... 32 ORGANIZATION AND ASSIGNMENT OF RESPONSIBILITIES..................................................... 35 ORGANIZATION AND ASSIGNMENT OF RESPONSIBILITIES ................................................. 36 FIELD RESPONSE.................................................................................................... 36 LOCAL GOVERNMENT ............................................................................................. 36 OPERATIONAL AREA (OA)....................................................................................... 40
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REGION............................................................................................................... 42 STATE................................................................................................................. 43 FEDERAL.............................................................................................................. 43 ADDITIONAL SUPPORT AND PLANNING ORGANIZATIONS ................................................. 43 DIRECTION, CONTROL, AND COORDINATION.................................................................... 47 DIRECTION, CONTROL, AND COORDINATION ................................................................ 48 DIRECTION AND CONTROL INTERFACE......................................................................... 48 OPERATIONAL AREA COORDINATION AND COMMUNICATION........................................... 48 MULTI-AGENCY COORDINATION GROUPS ................................................................... 50 INFORMATION COLLECTION, ANALYSIS, AND DISSEMINATION .............................................. 53 INFORMATION COLLECTION, ANALYSIS, AND DISSEMINATION........................................... 54 INFORMATION COLLECTION AND MANAGEMENT TOOL................................................... 54 CRISIS COMMUNICATIONS AND PUBLIC INFORMATION....................................................... 57 CRISIS COMMUNICATIONS AND PUBLIC INFORMATION ................................................... 58 JOINT INFORMATION SYSTEM (JIS)............................................................................ 58 JOINT INFORMATION CENTER (JIC)............................................................................ 58 EOC COMMUNICATION SYSTEMS.............................................................................. 58 PUBLIC AWARENESS AND EDUCATION ........................................................................ 60 ADMINISTRATION, FINANCE, AND LOGISTICS.................................................................... 65 ADMINISTRATION, FINANCE, AND LOGISTICS ................................................................ 66 FINANCE CONSIDERATIONS ...................................................................................... 66 MUTUAL AID........................................................................................................ 68 RESOURCE MANAGEMENT ....................................................................................... 71 PLAN DEVELOPMENT AND MAINTENANCE....................................................................... 73 PLAN DEVELOPMENT AND MAINTENANCE ................................................................... 74 PLAN DEVELOPMENT.............................................................................................. 74 PLAN MAINTENANCE.............................................................................................. 74 PLAN CONCURRENCE.............................................................................................. 74 PLAN TRAINING AND EXERCISE.................................................................................. 74 AUTHORITIES AND REFERENCES .................................................................................... 79
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AUTHORITIES AND REFERENCES................................................................................. 80 FEDERAL.............................................................................................................. 80 STATE................................................................................................................. 80 LOCAL................................................................................................................. 81 AFTER-ACTION REPORTS/INCIDENT EVENTS REVIEWED DURING PLAN DEVELOPMENT........... 81 GLOSSARY ............................................................................................................... 83 ACRONYMS.......................................................................................................... 84 DEFINITIONS ........................................................................................................ 86 APPENDIX A – CITY OF SANTA CLARA POTENTIAL EMERGENCY OPERATIONS PLAN ANNEXES....... A1 APPENDIX B – LOCAL / STATE / FEDERAL CROSSWALK ....................................................... A6 FEDERAL / STATE / LOCAL CROSSWALK....................................................................... A7
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PURPOSE, SCOPE, SITUATION OVERVIEW,
AND ASSUMPTIONS
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PURPOSE, SCOPE, SITUATION OVERVIEW AND ASSUMPTIONS
PURPOSE
This City of Santa Clara Emergency Operations Plan (EOP) provides a comprehensive, single source of guidance and procedure for the City to respond to and manage significant or catastrophic natural or man-made threats, crises, incidents or events that produce situations requiring a coordinated response. This EOP is intended to conform to the requirements of the NIMS, SEMS, ICS and the California State Emergency Plan for managing the response to multiagency and multi-jurisdictional incidents, and to be consistent with federal and state emergency plans and guidance documents. The plan is one of four (4) foundational Office of Emergency Management (OEM) documents, each intended to reflect one of the four “phases of emergency management.” Specifically, the EOP represents the “response phase” and is intended to integrate cohesively with the other three foundational documents and their supporting documents.
Best practices and lessons-learned have been integrated into this plan where possible; these were identified in the review of after-action reports from recent national large-scale disasters, incidents and events (to include Stafford Act, non-Stafford Act, terrorist non-Stafford act and offshore non-Stafford act incidents and events).
This EOP is intended as a concept of collaboration and consistency amongst various internal departments and their specific departmental incident management and department operations plans, procedures, functions and capabilities. As such, the EOP is flexible enough to use in all
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incident types and will facilitate the efficient transition to short-term and long-term recovery activities. Furthermore, the EOP is intended to be supplemented by a number of support documents in the form of Annexes, standard operating procedures (SOPs), checklists and resource guides. These supplemental documents are developed in collaboration with internal departments and partnering agencies with the appropriate technocratic expertise to inform the content of such documents.
In the event of an emergency or disaster, the City’s primary responsibility is to maximize the safety of the public, minimize property and environmental damage and ensure the continuity of government. To aid in accomplishing this goal, the City has adopted the principles of SEMS, NIMS and ICS so that responses to such conditions are handled in the most organized, efficient and effective manner possible. All jurisdictions within the OA operate under SEMS, NIMS and ICS, which are used to manage and control the response operations.
SCOPE
This EOP provides guidance on response to the city’s most likely and demanding emergency conditions. It does not supersede the well-established operational policies and procedures for coping with and responding to day-to-day emergencies involving law enforcement, the fire service, medical aid, transportation services, flood control or other discipline-specific emergency response systems. It is intended as a supplement and complement to such systems. This EOP places emphasis on those unusual and unique emergency conditions that would require extraordinary response beyond the ability of any one or common set of organizations to respond.
However, this EOP does not include detailed response-level operating instructions or procedures.
Each organization identified in this EOP is responsible for, and expected to develop, implement and test policies, instructions and SOPs or checklists that reflect the tactical, operational, strategic and executive mission spaces and incident management concepts contained in this EOP.
Coordinated response and support roles must be defined by these organizations to facilitate the ability to respond to and manage any given incident.
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This document is not intended to be an overview of the city/jurisdiction Emergency Operations Center (EOC) functions, procedures, section responsibilities or position-specific standard operating procedures. These issues are covered more specifically in the Emergency Management Annex to this EOP, and in the Standardized Emergency Management System (SEMS) positionspecific checklists that are maintained in position-specific binders in the City’s EOC at 1990 Walsh Avenue, Santa Clara, CA 95050.
SITUATION OVERVIEW
General Background: The City of Santa Clara encompasses over 19 square miles in the middle of the County of Santa Clara, also referred to as “Silicon Valley,” which is located at the southern end of the San Francisco Bay. The City of Santa Clara shares borders with the cities of Cupertino, San Jose and Sunnyvale. The geography is predominantly built metropolitan infrastructure with interspersed parks and open spaces. There are four (4) seasonal creeks/rivers which traverse the city— Calabazas Creek, San Tomas Aquino Creek, Saratoga Creek, and Guadalupe River.
The City’s diverse population of over 127,000 people (U.S. Census Bureau, 2020) makes it the eighth most populous city in the Bay Area and the third most populous in the County (after San Jose and Sunnyvale). Based on the data tracked by the State Department of Finance, the City of Santa Clara has experienced a gradual rate of growth since the year 2000. The overall population has increased by 11.73% percent since 2010 and growth averaged 0.72% percent per year from 2017 to 2022. The City is an important employment center and houses approximately 122,000 jobs. The City is projected by the Association of Bay Area Governments (ABAG) in 2030 to have a resident population of 141,700 and to support 137,480 jobs.
Higher Education: The city is home to a university and a community college. Santa Clara University (SCU) was established in 1851, and the campus is situated on 106 acres within the City. It has over 1,000 faculty (Fall 2022) and over 111,000 alumni (living, Winter 2023). Mission College is a public two-year community college that has been serving the community for over 40 years.
Mission College enrollment headcount is just under 6,000 (Fall 2022).
Sports and recreation: The City of Santa Clara is home to the Santa Clara University Broncos, which are the Division I National Collegiate Athletic Association (NCAA) athletic programs of SCU. The red and white of the Broncos is featured on the City flag of the, as is the Mission which lies at the heart of the campus.
The George F. Haines International Swim Center (ISC) is home and host to numerous local, regional and international competitive swimming matches. It is home to the Santa Clara Swim Club, the premier swim club in the South Bay, founded in 1951 by George Haines, considered internationally to be one of the best swim coaches in history. It is also home to the world famous Santa Clara Aquamaids, who have been producing world-class synchronized swimmers and Olympic athletes since 1964.
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Lastly, and perhaps most notably, the San Francisco 49ers National Football League (NFL) team, which has a long standing successful nationally recognized legacy, has its headquarters and practice facilities in Santa Clara at Levi’s® Stadium.
In addition to these recreational outlets, the City operates over 40 parks and pools covering approximately 300 acres. Additionally, the city is home to California’s Great America theme park, the Triton Museum of Art, and hosts several annual city and community events.
Commerce: The local industry is dominated by the technology sector. Computer software and hardware manufacturing, wholesale and services are some of the largest industry segments in terms of both annual revenues and employees. Additionally, data centers have become a large part of the city’s industrial and tech makeup. Academia, theme parks and public sector employment are also major players in the city’s local industry. The City also owns a large Convention Center which hosts professional and trade conventions, local business and governmental events, and other entertainment and exhibit events Medical: The Kaiser Permanente Santa Clara hospital campus has over 1,000 physicians and other health care professionals dedicated to serving more than 400,000 members in the Santa Clara service area.
Utilities: Unique among most other California cities, the City of Santa Clara is served by a Cityowned municipal power utility, Silicon Valley Power. The City is also jointly served by a city owned and managed municipal water and sewer utility and by the Valley Water District.
Transportation: The city has two main interstate highways— I-280, and U.S. Route 101, and a number of expressways, including Central Expressway, Lawrence Expressway, Montague Expressway, San Tomas Expressway, as well as El Camino Real.
The City has two (2) major train stations: the Santa Clara – Great America station and the Santa Clara station. Both stations are served by Amtrak's Capitol Corridor train and the Altamont Corridor Express (ACE); the latter is also served by Caltrain. The City is served by the Valley Transportation Authority (VTA) light rail, which operates five stations: Great America Station, Lick Mill Station, Old Ironsides Station, Reamwood Station, and the Santa Clara Transit Center.
The Santa Clara Bay Area Rapid Transit (BART) Station project, adjacent to the Santa Clara Caltrain Station and the future Gateway Crossings development, will be the end of the line station for VTA’s BART Phase II Extension. By 2040, 10,100 weekday riders are expected. The station will be within walking distance to SCU and PayPal Park and will connect to the Norman Y. Mineta San Jose International Airport (SJC) via VTA’s Route 60. (SJC is located adjacent to the City and has several ancillary transportation impacts on the city.)
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EVENT TYPES DEFINED
CATASTROPHE - A series of cascading human-caused/influenced events or incidents with or without a human-caused genesis, the adverse effects/consequences of which are potentially, seemingly or definitively irreversible.
DISASTER - Any natural event or emergency (hurricane, tornado, storm, high water, winddriven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, etc.), or regardless of cause, any fire, flood or explosion which the President determines to be of such severity as to warrant major federal disaster assistance.
EMERGENCY - Incident(s) or crisis(es) (air pollution, fire, flood, storm, pandemic/epidemic, civil unrest/riot, drought, sudden/severe energy shortage, plant or animal infestation or disease, or power outage (planned or unplanned) Governor’s warning of volcanic predictions, and earthquakes, etc.,) posing threat to safety of persons, property or the environment that exceeds an organization’s resources/capability.
INCIDENT - The physical manifestation of crisis, event or occurrence that has adversely affected life, property or the environment requiring the response of at least one individual.
STATE OF EMERGENCY - An eminent impending incident(s) or crisis(es) posing threat to safety of persons, property or the environment and likely to exceed resources/capability of
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the proclaiming political jurisdiction, or, the existence of an active incident which threatens a population, and the adequacy of local resources is unknown.
CRISIS – Phenomenon, event, active threat or trend, with or without specific location, posing seemingly inevitable harm to life, property, environment, organizational performance, reputation or way of life reasonably or ethically necessitating deliberate urgent intervention. (A crisis may be local, regional, national, or global).
ACTIVE THREAT - Known communicated, demonstrated or inferred timely intent and capability to harm life, property, environment, organizational performance or way of life with specified or unspecified target.
PASSIVE THREAT - Existing communicated, demonstrated or inferred intent and potential capability to harm life, property, environment, organizational performance or way of life.
HAZARD ANALYSIS OVERVIEW
This section of the EOP consists of a series of threat summaries based upon a city hazard analysis. This hazard analysis was conducted by the Office of Emergency Management (OEM) in collaboration with the County Office of Emergency Management (OEM) and other partners as part of the Operational Area Hazard Mitigation Planning effort and provides a description of the local area, risk factors and the anticipated nature of situations, which could threaten, or occur, in the county. If future annex or hazard mitigation plan development efforts result in more current or robust hazard or threat analysis data, future EOP revisions will incorporate that data into this section. The following identified threats are discussed:
• Major Earthquake
• Flood/Dam and Levee Failure
• Severe Weather
• Drought/Land Subsidence
• Climate Change
• Wildland/Urban Interface Fire/Smoke/Air Quality
• Thunderstorms and Lightning
• Tsunami
• Landslide/Mass Movement
• Heat and Cold Events
• Public Health Emergency
• Technological and Resource Emergency
• Hazardous Material Incident
• Terrorism and Weapons of Mass Destruction
• Complex and Coordinated Attack
• Civil Unrest
• Cyber-Attack
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It is important to note that these hazards are not mutually exclusive hazards. One or more of these events may occur simultaneously. Specific tactical or operational actions to be accomplished in response to these hazards are contained in the functional and hazard specific annexes that are separate from this EOP as well as department/position specific SOPs and checklists.
Annually, the Bay Area Urban Area Security Initiative (UASI) coordinates a regional effort to identify, catalog, and prioritize threats and hazards across the Bay Area. This effort culminates in an annually updated report called the “Threat and Hazard Identification and Risk Assessment (THIRA).” The THIRA helps local public safety agencies prioritize grant funding and preparedness/mitigation endeavors to improve capabilities to address the most serious and highly prioritized risks and gaps. The hazards below (in addition to other risk factors) are addressed within the THIRA and are specific to the hazards present in the City of Santa Clara.
MAJOR EARTHQUAKE - The City is in the vicinity of several known active and potentially active earthquake faults including the San Andreas, Hayward, and Calaveras faults. A 2014 U.S.
Geological Survey (USGS) Earthquake Probabilities Working Group updated the 30-year earthquake forecast for California. They concluded that there is a 72 percent probability (or likelihood) of at least one earthquake of magnitude 6.7 or greater striking somewhere in the San Francisco Bay Area region before 2043. A major earthquake of this magnitude occurring in or near the Santa Clara County OA, or the City of Santa Clara specifically, could cause many deaths and casualties, extensive property damage and other ensuing hazards. The effects could be aggravated by aftershocks and by the secondary effects of fire, hazardous material/chemical accidents and possible failure of waterways and dams. Such an earthquake would be catastrophic in its effect upon the population and could exceed the response capabilities of the City, the OA, the California Governor’s Office of Emergency Services (CalOES), and other state agencies. Emergency operations could be seriously hampered by the loss of communications and damage to transportation routes within and to and from the disaster area, and by the disruption of public utilities such as power, water and sanitary sewer infrastructure.
Two major local earthquakes that have impacted the city include:
• San Francisco Earthquake (1906); magnitude 7.8; 3,000 fatalities reported • Loma Prieta Earthquake (1989); magnitude of 6.9; 63 fatalities Other significant local earthquakes near the city include:
• Concord Earthquake (1955); magnitude 5.4; one fatality • Daly City Earthquake (1957); magnitude 5.3; one fatality • Morgan Hill Earthquake (1984); magnitude 6.1; no fatalities • Alum Rock Earthquake (2007); magnitude 5.6; no fatalities The most significant earthquake action in terms of potential structural damage and loss of life is ground shaking and fire. Ground shaking is the movement of the earth's surface in response to a seismic event. The magnitude of the earthquake, distance from the epicenter,
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and characteristics of surface geology determine the intensity of the ground shaking and the resultant damages.
Damage may include destruction of buildings, making some uninhabitable due to the phenomenon of liquefaction. Liquefaction is the loss of shear strength of soil. The shear strength loss results from the increase of water pressure caused by the rearrangement of soil particles induced by shaking or vibration. Liquefaction has been observed in many earthquakes, usually in soft, poorly graded granular materials (i.e., loose sands), with high water tables. Liquefaction usually occurs in the soil during or shortly after a large earthquake.
Every building in the city is exposed to high risk of damage in earthquakes by virtue of being located in a seismically active part of the country. Some of these structures face an elevated risk because they are located in high hazard zones, such as near a fault, or on liquefiable soils.
Other structures face high risk because their construction quality is inadequate to withstand strong shaking, having been built decades ago, before modern building codes were enacted.
Major power plants are expected to sustain some damage due to liquefaction and the ground shaking intensity of the earthquake. The potential impact on the city is lessened by the availability of power from other sources outside the affected area and the expectation of significant reduction in consumer demand.
Another major concern is whether an earthquake disrupts water availability and distribution to support life, treat the sick and injured, and for fire suppression activities. Local county dams and water distribution and sewer conveyance systems, including the Delta in the Central Valley, may be damaged during earthquakes, potentially impacting the city.
FLOOD/DAM AND LEVEE FAILURE – There are approximately 700 miles of creeks and rivers in the county, some of which run directly through the City of Santa Clara or feed the creeks and rivers that flow through the city, all of which are susceptible to flooding. The four (4) major waterways of concern in the City are as follows:
• Calabazas Creek
• Saratoga Creek
• San Tomas Aquino Creek
• Guadalupe River
Floods are generally classed as either slow-rise or flash floods. Slow-rise floods may be preceded by a warning time lasting hours, days or possibly weeks. Evacuation and sandbagging for a slow-rise flood may lessen flood-related damage. Conversely, flash floods are the most difficult to prepare for because the warning will be short, if any is given at all.
Flash flood warnings often require immediate evacuation.
The National Weather Service (NWS) issues flash flood watches and warnings. A flash flood watch is issued when flash flooding is possible within the designated watch area but the occurrence location, and/or timing is still uncertain, indicating all persons should be alert. A
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flash flood warning indicating all persons should take necessary precautions is issued when a flash flood has been reported, is in progress, is imminent or highly likely.
No area is immune to flash floods. On small streams, especially near the headwaters of river basins, water levels may rise quickly in heavy rainstorms, and flash floods can begin before the rain stops falling. Flash floods also occur in or near mountainous areas where torrential rains can quickly change a dry watercourse or small brook into raging torrents of water. This can result in downstream flooding in low-lying areas, such as in the City of Santa Clara.
All low-lying areas are subject to flood conditions. Urban development in flood plain areas is often subject to seasonal inundation. The flood plain is a natural extension of any waterway, although infrequently used. Storm water runoff that exceeds the capabilities of stream and drainage channels results in the natural flooding of a localized area.
Dam inundation refers to flooding that occurs as a result of a dam’s structural failure. The most common cause of dam failure is overtopping when the water behind the dam flows over the face of the dam and erodes the structure. Structural failure may be caused by seismic activity. Seismic activity that produces inundation generating a seismically induced wave that overtops the dam without also causing dam failure is referred to as a seiche.
Valley Water maintains emergency action plans for the following water system facilities within the county, which specifically may impact the City of Santa Clara downstream:
• Anderson Dam
• Guadalupe Dam
• Lenihan Dam
• Rinconada Water Treatment Plant and Dam
• Stevens Creek Dam
Valley Water installs, operates, and maintains over one hundred surface water sensors that measure rainfall and water levels in streams and reservoirs throughout Santa Clara County, some of which are in the City of Santa Clara. Many of these sensors report data in near realtime, and information is shared with state and federal partners.
SEVERE WEATHER - Severe weather can include high winds that may occur during severe thunderstorms, with strong weather systems, or can flow down a mountain. High winds are defined as winds of 40 mph or greater lasting for an hour or more, and gusts to 58 mph or greater (NOAA). Windstorms are especially dangerous in areas with significant tree stands and areas with exposed property, poorly constructed buildings, mobile homes (manufactured housing units), major infrastructure, and above-ground utility lines. A windstorm can topple trees and power lines, cause damage to residential, commercial, and critical facilities, and leave tons of debris in its wake.
DROUGHT/LAND SUBSIDENCE - Droughts are short or long-term water deficiencies that cause agricultural, environmental, infrastructure and/or societal impacts. Droughts can and often
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do occur in the city and the broader county and state and can last for indeterminate periods of time.
According to the “2021 Santa Clara Valley Water District Ground Water Management Plan,” land subsidence occurs when large amounts of ground water have been withdrawn from certain types of rocks, such as fine-grained sediments. The rock compacts because the water is partly responsible for holding the ground up. Land subsidence is most often caused by human activities, mainly from the removal of subsurface water. Compaction of soils in some aquifer systems can accompany excessive groundwater pumping and it is by far the single largest cause of subsidence. Subsidence can lead to flooding that damages properties and infrastructure, and saltwater intrusion that degrades groundwater quality.
The northern Santa Clara Valley was the first area in the United States where permanent land subsidence due to groundwater withdrawal was recognized. From about 1915 to 1966, groundwater pumping into the Santa Clara Plain increased dramatically due to growing agricultural use and population growth, resulting in a decline of groundwater levels by as much as 200 feet and long-term overdraft. Fluid pressure in the aquifers was reduced, resulting in the dewatering and compression of fine-grained materials (e.g., clays) and a broad sagging of the land surface. Up to about 14 feet of inelastic (permanent) subsidence was observed in San Jose between 1915 and 1969. The land subsided by three (3) to eight (8) feet over a large area encompassing north San Jose, Santa Clara, Sunnyvale, and Mountain View and subsidence of over a foot stretched over 100 square miles. The City of Santa Clara specifically has experienced as much as eight (8) feet of subsidence historically.
Significant inelastic (permanent) subsidence was essentially halted by about 1970 through Valley Water’s expanded conjunctive management programs, which allowed artesian heads to recover substantially. Some amount of elastic subsidence occurs annually in response to seasonal pumping and recharge as indicated by ground surface elevations measured by Valley Water’s annual land surface elevation benchmark surveys and with Interferometric Synthetic Aperture Radar (InSAR). Valley Water has established an acceptable subsidence rate of no more than 0.01 feet per year based on multi-year average, which was endorsed by the Water Retailer Groundwater Subcommittee many decades ago. Valley Water has evaluated remaining land subsidence potential under prolonged overdraft conditions and has established water level thresholds at ten (10) subsidence index wells. These thresholds are the groundwater levels that must be maintained to ensure a low risk of unacceptable land subsidence.
Even with the managed recharge of local and imported water, groundwater alone cannot support the Santa Clara Plain, which is a heavily urbanized area. Programs that reduce or offset groundwater pumping (e.g., treated water deliveries, water conservation, and water recycling) are critical to avoid long-term overdraft, additional subsidence and seawater intrusion. The potential for renewed inelastic subsidence in the Santa Clara Plain is an ongoing concern, and Valley Water carefully monitors and manages water supplies to minimize the risk of permanent subsidence recurring.
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CLIMATE CHANGE - With over 132,000 residents, Santa Clara is the third most populated city in the County. According to scientific projections, climate change will bring more frequent extreme heat events, worse air pollution, sea level rise, more frequent and extreme droughts.
These conditions will cause residential and commercial displacement, and more coastal and riverine flooding from extreme storms. As a result, there will be a significant impact on public health. In addition, the changing conditions will disproportionately impact the area’s most vulnerable populations of children, elders, people with chronic health conditions, outdoor workers, people living in poverty and some communities of color. The 2024 MultiJurisdictional Multi-Hazard Mitigation Plan more thoroughly addresses risks posed by climate change specific to the City of Santa Clara.
WILDLAND/URBAN INTERFACE FIRE - Fires starting in urbanized areas can grow into wildland fires. Wildland/urban interface fire hazards are especially pronounced in areas of high structure densities adjacent to undeveloped open space areas with dense vegetation. A wildland/urban interface fire can result in death, injury, economic loss and a large public investment in fire-fighting activities. Fires can rapidly proliferate to the point that local resources are inadequate.
Wildfire behavior is based on three (3) primary factors—weather, topography and fuel.
Wildland fire season in the city spans the months after the last spring rains have fallen until the first fall or winter rains occur. The months of August, September and October have the greatest potential for wildland fires as vegetation dries out, humidity levels fall, and offshore winds blow.
Wildland/urban interface fires can be caused by natural events, such as lightning or high winds. However, most wildland/urban interface fires are human caused. Campfires, careless smokers, electrical sparks, and arson cause most wildland/urban interface fires. While wildfires are not very common within the city due to limited exposure to such spaces, there are some areas, such as drainages and creek beds, where structures interface with natural fuels. In the City of Santa Clara, electrical equipment, such as power lines and transformers, have potential to create fires; human-caused fires in drainages and creek beds are also relatively common. An emerging cause for concern is fires started by the use of mowing and power equipment around very dry vegetation.
Fire agencies in the county have signed a countywide mutual aid agreement to ensure firefighting resources and personnel will be available to combat wildland/urban interface fires and large structure fires. If these resources within the county are not sufficient to meet the threat, fire resources from throughout California can be summoned under the State’s Master Mutual Aid Agreement administered by CalOES. All fire agencies in Santa Clara County have signed the California Master Mutual Aid Agreement and participate in mutual aid operations as required.
THUNDERSTORMS AND LIGHTNING - Some thunderstorms can be seen approaching, while others strike without warning. It is important to learn and recognize the danger signs and to plan ahead.
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A severe thunderstorm watch is issued by the NWS when damaging winds of 58 miles per hour or more, or hail three-fourths of an inch in diameter or greater is likely to develop. A severe thunderstorm warning is issued when a severe thunderstorm has been sighted or is indicated by weather radar.
As light travels much faster than sound, lightning flashes can be seen long before the resulting thunder is heard. Lightning has been known to strike up to 15 miles away from the parent cloud. Lightning causes an average of 87 fatalities each year across the nation.
TSUNAMI - A tsunami consists of a series of high-energy waves that radiate outward like pond ripples from an area where a generating event occurs. Earthquakes may produce displacements of the sea floor that can set the overlying column of water in motion, initiating a tsunami, depending on the magnitude of the earthquake and the type of faulting.
Landslides, including from glaciers melting, and underwater volcanos are also sources of these events.
Tsunamis are typically classified as local or distant. Locally generated tsunamis have minimal warning times, leaving few options except to run to high ground. They may be accompanied by damage resulting from the triggering earthquake due to ground shaking, surface faulting, liquefaction, or landslides.
The general consensus at the National Oceanic Atmospheric Administration (NOAA) is that the Santa Clara County OA would not likely see significant impacts from a tsunami originating in the Pacific Ocean, given the area’s primarily inland location. The extent of the damage would be limited to the immediate area. Boats, docks, and property near the bay may suffer some impacts if they were to be hit directly. Additionally, the OA would likely see minor tsunami impacts on creeks from a local earthquake event, with any floodwaters flowing up creeks impacting people visiting the creeks. A local earthquake tsunami can occur any time, and the resulting floodwater waves can carry damaging debris.
LANDSLIDE/MASS MOVEMENT - The U.S. Geological Survey defines landslides to include a wide range of ground movement, such as rock falls, deep failure of slopes, and shallow debris flows. Although gravity acting on an over-steepened slope is the primary reason for a landslide, there are other contributing factors.
Landslides and mudslides can be initiated by storms, earthquakes, fires, volcanic eruptions, or human modification of the land. They can move rapidly down slopes or through channels and can strike with little or no warning at avalanche speeds, posing a serious hazard to properties on or below hillsides.
When landslides occur—in response to such changes as increased water content, earthquake shaking, addition of load, or removal of downslope support—they deform and tilt the ground surface. The result can be destruction of foundations, offset of roads, breaking of underground pipes, or overriding of downslope property and structures.
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The USGS defines land subsidence as the loss of surface elevation due to the removal of subsurface support. In California, the two principal causes for land subsidence are aquifer compaction due to excessive groundwater pumping and decomposition of wetland soils exposed to air after wetland conversion to farmland.
HEAT EVENTS - While heat waves do not elicit the same immediate response as floods, fires and earthquakes, heat waves kill more people in the United States than all of the other weather-related disasters combined. The 10-year average (2013-2022) for heat related deaths in the U.S. is 153 in a typical year. Over the decades, heat waves have steadily increased in severity. One heat wave event in California occurred in Southern California in 1955, when an eight-day heat wave resulted in 946 deaths. A heat wave in July 2006 was the attributing cause of deaths to 138 people throughout California over a 13-day period. More recently, however, a record-breaking heat wave occurred across California from August 31 through September 9, 2022. Temperature records were set in approximately 1,500 locales and excessive heat warnings were issued for much of the state. During the 10-day span of the heat wave, there were 8,324 deaths in California, compared to an average of 7,929 in the comparison periods during summer 2022. This translates to 395 excess deaths during the heat wave period, or 5.0 percent more deaths than would be expected.
The NWS uses the Heat Index to issue excessive heat watches and warnings. The Heat Index combines air temperature and relative humidity to determine the human-perceived equivalent temperature. NWS will issue an excessive heat watch when conditions are favorable for an excessive heat event within the next 24 to 72 hours. An excessive heat event is generally defined as when the maximum heat index temperature is expected to be 105 degrees Fahrenheit or higher for at least two (2) days and nighttime air temperatures will not drop below 75 degrees Fahrenheit. An excessive heat warning is issued within 12 hours of the onset of extremely dangerous heat conditions.
COLD EVENTS - While the City of Santa Clara is not generally known for having extremely cold weather, temperatures nearing freezing (32 degrees Fahrenheit or 0 degrees Celsius) can be dangerous when exposed to for extended periods without proper shelter or clothing.
Unusually cold temperatures pose a risk to several demographic cross sections within the city.
The NWS issues Wind Chill Watches and Warnings, Freeze Watches and Warnings and Frost Advisories. These notifications are based on a number of factors, including temperature, wind speed, humidity and various other factors. These notifications may illicit a response in various forms, such as the activation of a warming center located within City boundaries.
PUBLIC HEALTH EMERGENCY - A public health emergency involves the occurrence of any situation or event involving the presence and risk of exposure to any hazardous substance, waste or material, or communicable disease, virus or contagion that significantly impacts life safety. A public health emergency is proclaimed when a toxic substance or communicable disease is present in such a form as to significantly impact life safety within the population at large.
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Typical public health emergency situations include exposure to the following:
• Released toxic substance, chemical or material
• Fluid or airborne pathogen
• High levels of environmental pollution
• Infectious disease
• Contaminated food and beverages
• Untreated liquid and solid waste
Widespread exposure to communicable diseases and released hazards can have devastating effects on unprotected populations. Past epidemics, including influenza, have claimed millions of lives. New strains of viruses and other communicable diseases are being identified that are resistant to existing vaccinations and medical inoculations. Public health emergencies can occur or might generate from any of the following locations:
• Locations where hazardous materials are stored, processed, used or transported • Hospitals, clinics and other medical treatment facilities • Laboratories and research facilities
• Natural environments that are breeding grounds for pathogens • Areas subject to high concentrations of pollutants
Several public health emergencies have impacted the City of Santa Clara and/or the wider county in recent years, including:
• Ebola, 2014
• Shigella, 2015
• Zika, 2015
• Meningitis, 2016
• Coronavirus, 2020
The introduction of any contagious pathogen or disease into the general population can result in the development of an epidemic. The occurrence of an epidemic in the county could result in the death of hundreds, if not thousands, of people over a relatively short period of time.
The Public Health Department (PHD) has prepared for pandemic disease events, including pandemic flu.
Coronavirus Disease (COVID-19). Various components of the County’s incident management organization, including the Medical-Health Joint Operations Center (MHJOC) and the Emergency Operations Center (EOC), were activated as early as January 2020 in response to the COVID-19 threat identified in China during the Fall and Winter of 2019. To date, the COVID-19 pandemic has been the costliest, most devastating disaster to impact Santa Clara County in its history. As of this draft (December 15th, 2023), 2,988 people residing in the County have succumbed to the disease. The County’s expenditures on response and relief efforts total in excess of $600 million. The City of Santa Clara has reported a total of 29,095 COVID-19 cases as of December 15, 2023.
TECHNOLOGICAL AND RESOURCE EMERGENCY - Technological and resource emergencies may involve the disruption of critical lifeline systems, collapse of engineered structures, failure of
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essential service facilities, or widespread shortage of critical materials, supplies and subsistence items. Generally, technological emergencies occur when a human engineered system fails, whether due to poor design, lack of effective preventive maintenance, sabotage, virus or demand overload.
The following hazards are associated with technological and resource emergencies:
• Disruption of essential services (i.e., electricity, gas, water and sewer) • Loss of government’s ability to provide services
• Potential adverse impact to the environment
• Panic resulting from shortages of key commodities and subsistence items • Disruption of commerce and business activity vital to the community • Significant economic impact associated with production delays, lost revenues and costs with associated system restoration and recovery
The City of Santa Clara is dependent upon a highly complex technological infrastructure. The public depends on the continuation of commercial utility operations, the safety of transportation structures and facilities, the production of critical commodities and the distribution of essential supplies.
The following facility/structure types are generally considered to be at risk for disruptions and/or outages:
• Power generation and distribution substations
• Wastewater collection, pump stations, system and treatment plants • Water storage, pump stations, wells and distribution system facilities • Hospitals, fire stations, police stations, and other essential service facilities • Key highway bridges, airport facilities, and rail lines • Critical government and commercial communications and broadcast facilities • Key subsistence production, processing, storage, and distribution facilities • Fuel processing and distribution facilities
• Flood control facilities
HAZARDOUS MATERIAL INCIDENT - The release of hazardous materials has the potential for adverse impacts upon human health, the environment and property, depending upon the type, location and quantity of material released. Jurisdictions near roadways that are frequently used for transporting hazardous materials and jurisdictions with industrial facilities that use, store or dispose of such materials all have increased potential for major hazardous material incidents.
There are three (3) major highways that cross through or border the city in some capacity and may carry large quantities of hazardous materials: U.S. 101, I-880, and I-280. U.S. 101 and I880 are the most heavily traveled in terms of truck traffic and are the most frequent location of hazardous materials spills which occur on major roads. Natural gas pipelines also run south to north along U.S. 101. Truck, rail, and pipeline transfer facilities are concentrated along this
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highway in or near the city and are involved in considerable handling and transport of hazardous materials.
City of Santa Clara industries often use and produce hazardous materials that require on-site management and off-site disposal. These materials could be released during disasters such as earthquakes or terrorist attacks. Some of the hazardous waste generated in the city may be transported off-site to pre-approved treatment and disposal sites throughout the state.
The balance may be disposed of on-site through methods including evaporation ponds, incineration, pre-treatment of sewage discharge and/or recycling.
Emergency response actions associated with hazardous materials are presented in the “County of Santa Clara Hazardous Materials Area Plan” which is maintained by the Department of Environmental Health Hazardous Material Compliance Division The Santa Clara Fire Department enforces the 2013 California Fire Code with local amendments. The local amendments to the Santa Clara Municipal Fire & Environmental Code are available online. As a CUPA (Certified Unified Program Agency), the Santa Clara Fire Department Community Risk Reduction Division also enforces portions of the California Health and Safety Code and the California Code of Regulations (CCR) that relate to hazardous waste, hazardous waste treatment at fixed facilities, underground storage tanks, petroleum stored in aboveground tanks and the California Accidental Release Prevention Program.
TERRORISM AND WEAPONS OF MASS DESTRUCTION - Terrorist activities are those that involve an illegal use of force, are intended to intimidate, or coerce, and are committed in support of political or social objectives. Terrorism utilizes the use of force or violence against persons or property in violation of the criminal laws of the United States for purposes of intimidation, coercion or ransom. Terrorists often use threats to create fear among the public, to try to convince community members that their government is powerless to prevent terrorism, and to achieve immediate publicity for their causes. Acts of terrorism include threats of assassinations, kidnappings, hijackings, bomb scares and bombings, cyberattacks, and the use of chemical, biological, radiological, nuclear and explosive weapons.
A terrorist activity emergency has its own unique characteristics and must be dealt with in accordance with its magnitude and with an appropriate level of response. Plans and procedures have been created, exercised and revised for both the most likely and worst-case scenarios. Intentional release of such weapons could cause considerable damage. Early detection and control of biological or chemical attacks is vital to the success in limiting the scope of damage. Chemical terrorism acts are likely to be identified by first responders because of their immediate and obvious symptoms.
Conversely, attacks with biological agents are liable to be covert, and therefore much more difficult to recognize. Biological agents will not have an immediate impact because of the delay between exposure and the onset of illness (the incubation period), thus compounding the difficulty of early detection. Recognizing that the symptoms are a result of a biological agent will be challenging without prior experience or training, and an awareness of a
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preceding event. Only a short window of time exists between the identification of the first cases and before a second, larger wave of the populace becomes ill.
DOMESTIC TERRORISM - The Federal Bureau of Investigation (FBI) defines domestic terrorism (DT) as violent, criminal acts committed by individuals and/or groups to further ideological goals stemming from domestic influences, such as those of a political, religious, social, racial or environmental nature.
Domestic Violent Extremists can be divided into several threat categories:
• Racially or ethnically motivated violent extremist – those with ideological agendas derived from bias, often related to race or ethnicity, held by the actor against others, including a given population group.
• Anti-government/Anti-authority violent extremist – those with ideological agendas derived from anti-government or anti-authority sentiment, including opposition to perceived economic, social or racial hierarchies; or perceived government overreach, negligence or illegitimacy.
• Animal rights/environmental violent extremist – those seeking to end or mitigate perceived cruelty, harm or exploitation of animals or perceived exploitation or destruction of natural resources and the environment.
• Abortion-related violent extremist – those with ideological agendas in support of prolife or pro-choice beliefs. • All other domestic terrorism threats – those with ideological agendas that are not otherwise defined under one of the other domestic terrorism threat categories, including a combination of personal grievances and beliefs with potential bias related to religion, gender or sexual orientation.
COMPLEX AND COORDINATED ATTACK - A complex attack is conducted by multiple hostile elements which employ at least two (2) distinct classes of weapon systems (i.e., indirect fire, direct fire, homemade explosives) against one or more targets. A coordinated attack exhibits deliberate planning conducted by multiple hostile elements or against one or more targets from multiple locations. A coordinated attack may involve any number of weapon systems.
The key difference between a complex attack and a coordinated attack is that a coordinated attack requires the indication of long-term planning.
CIVIL UNREST - A civil unrest activity such as a demonstration, riot or strike that disrupts a community and requires intervention to maintain public safety. A civil unrest activity may disrupt many areas of the community, and possibly include interruption of daily operations of essential services, such as law enforcement and healthcare systems.
CYBER-ATTACK - A cyber incident involves either the theft or modification of information on a computer system, or a system compromise with the potential to disrupt essential services.
A system compromise can impact one or more County agencies, local jurisdictions, a private utility, or specific Critical Infrastructure/Key Resources (CIKR) such as the power grid, public transportation systems and wireless networks.
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A cyber incident can affect a system’s:
• Confidentiality: protecting a user’s private information • Integrity: ensuring that data is protected and cannot be altered by unauthorized parties • Availability: keeping services running and giving administration access to key networks and controls
Cyber-attacks differ by motive, attack type and vector, and perpetrator profile. Motives for cyber-attacks can vary greatly, ranging from the pursuit of financial gain—the primary motivation for what is commonly referred to as “cyber-crimes”—to political or social aims.
Hacktivism is the act of hacking, or breaking into a computer system, for a political or social purpose. It is the most common motivation for incidents affecting New York City, based on historical occurrences. Cyber espionage is the act of obtaining secrets without permission of the holder of the information, using methods on the Internet, networks or individual computers.
A cyber-attack has the potential to compromise the digital infrastructure and security of any individual or organization. Such attacks vary in nature and are perpetrated using digital mediums and social engineering. Generally, the impact of cyber-attacks is felt for a few minutes or up to a few days; however, large-scale cyber incidents can create longer term impacts. Cyber-attacks may be carried out by a variety of perpetrators, which may be external, internal, and partners to the organization, agency, institution or business.
THREAT/HAZARD IDENTIFICATION AND RISK ASSESSMENT (THIRA) The THIRA is a three-step risk assessment completed every three (3) years on a regional-level through the Bay Area UASI. The THIRA helps communities understand their risks and determine the level of capability needed to address those risks. The outputs from the process lay the foundation for determining a community’s capability gaps during the stakeholder preparedness review (SPR).
The THIRA addresses the following questions:
• What threats and hazards can affect our community?
• If they occurred, what impacts would those threats and hazards have on our community? • Based on those impacts, what capabilities should our community have?
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Step 1: Identify Threats and Hazards. Based on a combination of experience, forecasting, subject matter expertise, and other available resources, the Bay Area UASI developed a list of threats and hazards that could affect the region.
Step 2: Give Threats and Hazards Context. Then regional stakeholders described the threats and hazards identified in Step 1, showing how they may affect the region and create challenges in performing the core capabilities. In other words, the group identified the impacts each threat or hazard may have on a community.
Step 3: Establish Capability Targets. Using the impacts described in Step 2, stakeholders determined the level of capability that plans should achieve over time in order to manage the threats and hazards it faces. The Bay Area UASI used standardized language to create capability targets for impacts, objectives, and timeframe metrics. A core capability is comprised of several functional areas in which a community may have a gap. Each required standardized target addresses one or more functional areas.
The most recent Bay Area UASI THIRA, published in 2021, included the following:
• Added a pandemic influenza scenario
• Added improvised nuclear device (IND) scenario
• Updated radiological dispersal device (RDD) scenario
PLANNING ASSUMPTIONS
The organizations described or noted in this EOP will be aware of significant emergency conditions as they arise. These conditions will trigger a response consistent with the respective responsibilities and roles defined either by the EOP, or other legal and policy frameworks. The responding organizations will be constrained in their response by the level of training, readiness activities, and interagency coordination undertaken prior to the incident. The planning assumptions are as follows:
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• The citizens in the City of Santa Clara will be expected to provide for their immediate needs to the extent possible for potentially several days following a catastrophic event, or for at least 24 hours following a location-specific incident. This may include public as well as private resources in the form of lifeline services. • Public, private, volunteer organizations and the general public should be prepared to utilize their own resources and be self-sufficient for potentially several days, possibly longer.
• In the event of a large-scale incident or event, it may become necessary to shelter a substantial number of the city population due to either evacuation or damage to residences.
• A catastrophic earthquake would adversely impact local government and response capabilities. Consequently, a number of local emergencies may be proclaimed. • Communications, electrical power, water lines, natural gas lines, sewer lines and fuel stations may be seriously impaired following a major incident and may not be fully restored for 30 days or more.
• Transportation corridors will be affected so only equipment, foodstuffs, supplies and materials currently on hand may be available for use during the first several days or more of emergency operations.
• Large numbers of medically fragile evacuees may require transportation to/from shelter locations.
• It is possible only emergency response personnel on duty at the time of a significant earthquake will be available during the first operational period. • Infrastructure damage may limit the number of emergency response personnel available to staff, the City EOC or other incident management organization functions for at least the first 12 hours.
• In the event of a complex large incident or event, a clear picture regarding the extent of damage, loss of life and injuries may not be known for well over a day. • County support of City emergency operations will be based on the principle of self-help.
The City will be responsible for utilizing all available local resources along with initiating mutual aid and cooperative assistance agreements before requesting assistance from the county per SEMS.
• There may be multiple operations or logistics needs for the same facilities located in the city, many of which may be owned and controlled by outside agencies, including the County, State, or Federal governments, or the private sector. • The City’s planning, policies, strategies, operations and tactics will make every effort to consider the needs of the general population, children of all ages, individuals with disabilities, and others with AFN.
• Some evacuees may require specialized medical care found only in a hospital, and/or access to medication, refrigeration, mobility devices, or service animals.
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• The EOC Mass Care and Shelter Branch, in collaboration with the Red Cross will ensure shelters meet the minimum requirements of the Americans with Disabilities Act of 1990, As Amended (ADA), and AB 781 regarding the accommodations of persons with pets.
• City EOC capabilities may be limited for the first operational period if communication links to other agencies and City departments are impacted. • Essential city services will be maintained as long as conditions permit. • An emergency will require prompt and effective response and recovery operations by the entire city incident management enterprise, to include emergency services, mutual aid resources, disaster relief and volunteer organizations, the private sector, the elected, executive, strategic, operational and tactical incident responders, and the whole community.
• Because of damage to the transportation infrastructure, out-of-region, State and Federal resources and mutual aid, may not begin to arrive for several days. • All emergency response staff are trained and experienced in operating under the SEMS/NIMS/ICS protocols and procedures.
• Parts of the entire city may be affected by environmental and technological emergencies.
• The Department of Homeland Security (DHS) will provide threat conditions and identify possible targets through the regional intelligence collection and dissemination structures.
• Control over city resources will remain at the city-level, although the Governor has the legal authority to assume control in a State Proclamation of Emergency.
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CONCEPT OF OPERATIONS
CONCEPT OF OPERATIONS
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CONCEPT OF OPERATIONS
The Office of Emergency Management identifies potential threats to life, property and the environment, and then develops plans and procedures to respond to those threats in as consistent and flexible a manner as possible. These plans and procedures will help to coordinate and support emergency response and recovery activities, will be tested through exercises, and validated by the results of actual response. The goal is to maintain a robust incident management organization with strong collaborative ties among governments, community-based organizations, volunteers, public service agencies and the private sector. The City conforms to, and this EOP complies with, SEMS, NIMS and ICS guidelines.
NATIONAL RESPONSE FRAMEWORK (NRF)
The NRF is based upon the premise that incidents are handled at the lowest jurisdictional level.
In the vast majority of incidents, state and local resources and interstate mutual aid will provide the first line of emergency response and incident management support. When state resources and capabilities are overwhelmed, governors may request federal assistance. The NRF provides the framework for federal interaction with state, local, tribal, private sector and nongovernmental entities in the context of domestic incident management to ensure timely and effective federal support.
The NRF is the core operational plan for national incident management and establishes nationallevel coordinating structures, processes and protocols that will be incorporated into certain existing federal interagency incident or hazard-specific plans. The NRF is intended to facilitate coordination among local, state, tribal and federal governments and the private sector without impinging on any jurisdiction or restricting the ability of those entities to do their jobs. The NRF does not alter or impede the ability of first responders to carry out their specific authorities or perform their responsibilities.
The NRF and NIMS are designed to work in tandem to improve the Nation’s incident management capabilities and overall efficiency. Use of NIMS enables local, state, tribal and federal governments and private-sector and non-governmental organizations (NGOs) to work together effectively and efficiently to prevent, prepare for, respond to and recover from actual or potential domestic incidents regardless of cause, size or complexity.
STANDARD EMERGENCY MANAGEMENT SYSTEM (SEMS)
SEMS is required by California Government Code Section 8607(a) for managing response to multiagency and multi-jurisdiction incidents in California. SEMS incorporates the use of the ICS, the California Master Mutual Aid Agreement, the Operational Area Concept and multi-agency coordination. Local governments must use SEMS to be eligible for reimbursement of their response-related personnel costs under state disaster assistance programs.
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NATIONAL INCIDENT MANAGEMENT SYSTEM (NIMS)
NIMS provides a comprehensive, whole community, whole government approach to incident management for all hazards and integrates existing best practices into a consistent nationwide approach to domestic incident management that is applicable to all jurisdictional levels and across functional disciplines. NIMS is based on a balance of flexibility and standardization that allows government and private entities at all levels to work together to manage domestic incidents, regardless of their cause, size, location or complexity. Five (5) major components make up this system’s approach: preparedness; communications and information management; resource management; command and management; and ongoing management and supporting technologies.
INCIDENT COMMAND SYSTEM (ICS)
A primary component of SEMS and NIMS, ICS is a standardized on-scene emergency management system designed to allow for an integrated organizational structure equal to the complexity and demands of single or multiple incidents without being hindered by jurisdictional boundaries. ICS addresses both organization and process. ICS is used to manage facilities, equipment, personnel, procedures and communications through the use of a common organizational structure and standardized procedures, per the ICS Field Operations Guide (ICS 420-1).
INTEGRATING FEDERAL, STATE, AND LOCAL SYSTEMS
Taken together the NRF, SEMS, NIMS, ICS and this EOP integrate the capabilities and resources of various governmental jurisdictions, incident management and emergency response disciplines, non-governmental organizations (NGOs), and the private sector into a cohesive, coordinated and seamless national framework for domestic incident management. It should be understood that field level emergency responders, Department Operations Center (DOC) and Emergency Operations Center (EOC) staff, department executives, elected officials and public information officers all have a vital role in successful comprehensive incident management and make up the Incident Management Enterprise. For a complete crosswalk of the Federal Emergency Support Functions (ESFs), State Emergency Functions (EFs), and county and local EOC functions, see Appendix B.
CORE CAPABILITY OVERVIEW
In the National Preparedness Goal, FEMA describes 32 core capabilities for the incident management enterprise that address the greatest risks to the nation. As a community, the city contributes to the Goal and strengthens our local and national preparedness by preparing for the risks that are most relevant and urgent for the City of Santa Clara. It is important to note that these core capabilities may have different incident management enterprise disciplines that are more specialized in some of these areas than others, while other core capabilities may be
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universally applicable to all incident management enterprise disciplines/practitioners. The 32 core capabilities are:
Planning – Conduct a systematic process engaging the whole community, as appropriate, in the development of executable strategic, operational and/or tactical-level approaches to meet defined objectives.
Public Information and Warning – Deliver coordinated, prompt, reliable and actionable information to the whole community through the use of clear, consistent, accessible and culturally and linguistically appropriate methods to effectively relay information regarding any threat or hazard, as well as the actions being taken and the assistance being made available, as appropriate.
Operational Coordination – Establish and maintain a unified and coordinated operational structure and process that appropriately integrates all critical stakeholders and supports the execution of core capabilities.
Forensics and Attribution – Conduct forensic analysis and attribute terrorist acts (including the means and methods of terrorism) to their source, to include forensic analysis as well as attribution for an attack and for the preparation for an attack in an effort to prevent initial or follow-on acts and/or swiftly develop counter-options.
Intelligence and Information Sharing – Provide timely, accurate and actionable information resulting from the planning, direction, collection, exploitation, processing, analysis, production, dissemination, evaluation and feedback of available information concerning physical and cyber threats to the OA, its people, property or interests.
Information sharing is the ability to exchange intelligence, information, data or knowledge among government or private sector entities, as appropriate.
Interdiction and Disruption – Delay, divert, intercept, halt, apprehend or secure threats and/or hazards.
Screening, Search, and Detection – Identify, discover or locate threats and/or hazards through active and passive surveillance and search procedures. This may include the use of systematic examinations and assessments, bio-surveillance, sensor technologies or physical investigation and intelligence.
Access Control and Identity Verification – Apply and support necessary physical, technological and cyber measures to control admittance to critical locations and systems.
Cybersecurity – Protect (and if needed, restore) electronic communications systems, information and services from damage, unauthorized use and exploitation.
Physical Protective Measures – Implement and maintain risk-informed countermeasures and policies protecting people, borders, structures, materials, products and systems associated with key operational activities and critical infrastructure sectors.
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Risk Management for Protection Programs and Activities – Identify, assess and prioritize risks to inform Protection activities, countermeasures and investments.
Supply Chain Integrity and Security – Strengthen the security and resilience of the supply chain.
Community Resilience – Enable the recognition, understanding, communication of, and planning for risk and empower individuals and communities to make informed risk management decisions necessary to adapt to, withstand and quickly recover from future incidents.
Long-term Vulnerability Reduction – Build and sustain resilient systems, communities and critical infrastructure and key resources lifelines so as to reduce their vulnerability to natural, technological and human-caused threats and hazards by lessening the likelihood, severity and duration of the adverse consequences.
Risk and Disaster Resilience Assessment – Assess risk and disaster resilience so that decision makers, responders and community members can take informed action to reduce their entity's risk and increase their resilience.
Threats and Hazards Identification – Identify the threats and hazards that occur in the geographic area, determine the frequency and magnitude, and incorporate these into analysis and planning processes so as to clearly understand the needs of a community or entity.
Critical Transportation – Provide transportation (including infrastructure access and accessible transportation services) for response priority objectives, including the evacuation of people and animals, and the delivery of vital response personnel, equipment and services into the affected areas.
Environmental Response/Health and Safety – Conduct appropriate measures to ensure the protection of the health and safety of the public and workers, as well as the environment, from all-hazards in support of responder operations and the affected communities.
Fatality Management Services – Provide fatality management services, including decedent remains recovery and victim identification, working with local, state, tribal, territorial, insular area and federal authorities to provide mortuary processes, temporary storage or permanent internment solutions, sharing information with mass care services for the purpose of reunifying family members and caregivers with missing persons/remains, and providing counseling to the bereaved.
Fire Management and Suppression – Provide structural, wildland and specialized firefighting capabilities to manage and suppress fires of all types, kinds and complexities while protecting the lives, property and the environment in the affected area.
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Infrastructure Systems – Stabilize critical infrastructure functions, minimize health and safety threats, and efficiently restore and revitalize systems and services to support a viable, resilient community.
Logistics and Supply Management – Deliver essential commodities, equipment and services in support of impacted communities and survivors, to include emergency power and fuel support, as well as the coordination of access to community staples. Synchronize logistics capabilities and enable the restoration of impacted supply chains.
Mass Care Services – Provide life-sustaining and human services to the affected population, to include hydration, feeding, sheltering, temporary housing, evacuee support, reunification and distribution of emergency supplies.
Mass Search and Rescue Operations – Deliver traditional and atypical search and rescue capabilities, including personnel, services, animals and assets to survivors in need, with the goal of saving the greatest number of endangered lives in the shortest time possible.
On-scene Security, Protection, and Law Enforcement – Ensure a safe and secure environment through law enforcement and related security and protection operations for people and communities located within affected areas and also for response personnel engaged in lifesaving and life-sustaining operations.
Operational Communications – Ensure the capacity for timely communications in support of security, situational awareness, and operations by any and all means available, among and between affected communities in the impact area and all response forces.
Public Health, Healthcare, and Emergency Medical Services – Provide lifesaving medical treatment via Emergency Medical Services and related operations and avoid additional disease and injury by providing targeted public health, medical and behavioral health support and products to all affected populations.
Situational Assessment – Provide all decision makers with decision-relevant information regarding the nature and extent of the hazard, any cascading effects and the status of the response.
Economic Recovery – Return economic and business activities (including food and agriculture) to a healthy state and develop new business and employment opportunities that result in an economically viable community.
Health and Social Services – Restore and improve health and social services capabilities and networks to promote the resilience, independence, health (including behavioral health) and well-being of the whole community.
Housing – Implement housing solutions that effectively support the needs of the whole community and contribute to its sustainability and resilience.
CONCEPT OF OPERATIONS
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Natural and Cultural Resources – Protect natural and cultural resources and historic properties through appropriate planning, mitigation, response and recovery actions to preserve, conserve, rehabilitate and restore them consistent with post-disaster community priorities and best practices and in compliance with applicable environmental and historic preservation laws and executive orders.
The 32 core capabilities have been grouped into five (5) mission areas to serve as an aid in organizing our preparedness activities. Some capabilities fall into only one mission area, while others apply to several mission areas. The mission areas are not to be confused with the four (4) phases of emergency management, which are discussed in greater detail in the following section of this EOP. The five (5) mission areas and their aligned core capabilities are as follows:
Prevention – Prevention includes those capabilities necessary to avoid, prevent or stop a threatened or actual act of terrorism. It is focused on ensuring we are optimally prepared to prevent an imminent terrorist attack within the community. The core capabilities that support the Prevention mission include:
• Planning
• Public Information and Warning
• Operational Coordination
• Intelligence and Information Sharing
• Interdiction and Disruption
• Screening, Search, and Detection
• Forensics and Attribution
Protection – Protection includes the capabilities necessary to secure the homeland against acts of terrorism and manmade or natural disasters. It is focused on actions to protect the citizens, residents, visitors, and critical assets, systems and networks against our greatest risks to our community in a manner that allows our interests, aspirations, and way of life to thrive. The core capabilities that support the Protection mission include:
• Planning
• Public Information and Warning
• Operational Coordination
• Intelligence and Information Sharing
• Interdiction and Disruption
• Screening, Search, and Detection
• Access Control and Identity Verification
• Cybersecurity
• Physical Protective Measures
• Risk Management for Protection Programs and Activities • Supply Chain Integrity and Security
Mitigation – Mitigation includes the capabilities necessary to reduce the loss of life and property by lessening the impact of disasters. It is focused on the premise that individuals, the private sector, communities, critical infrastructure and the community as a whole are made more resilient when the consequences and impacts, the duration and the financial
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and human costs to respond to and recover from adverse incidents are all reduced. The core capabilities that support the Mitigation mission include:
• Planning
• Public Information and Warning
• Operational Coordination
• Community Resilience
• Long-Term Vulnerability Reduction
• Risk and Disaster Resilience Assessment
• Threats and Hazards Identification
Response – Response includes the capabilities necessary to save lives, protect property and the environment, and meet basic human needs after an incident has occurred. It is focused on ensuring that the community is able to effectively respond to any threat or hazard, including those with cascading effects, with an emphasis on saving and sustaining lives and stabilizing the incident, as well as rapidly meeting basic human needs, restoring basic services and community functionality, establishing a safe and secure environment, and supporting the transition to recovery. The core capabilities that support the Response mission include:
• Planning
• Public Information and Warning
• Operational Coordination
• Infrastructure Systems
• Critical Transportation
• Environmental Response/Health and Safety
• Fatality Management Services
• Fire Management and Suppression
• Logistics and Supply Chain Management
• Mass Care Services
• Mass Search and Rescue Operations
• On-Scene Security, Protection, and Law Enforcement
• Operational Communications
• Public Health, Healthcare, and Medical Services
• Situational Assessment
Recovery – Recovery includes the core capabilities necessary to assist communities affected by an incident to recover effectively. It is focused on a timely restoration, strengthening and revitalization of the infrastructure; housing; a sustainable economy; and the health, social, cultural, historic and environmental fabric of communities affected by a catastrophic incident. The core capabilities that support the Recovery mission are:
• Planning
• Public Information and Warning
• Operational Coordination
• Infrastructure Systems
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• Economic Recovery
• Health and Social Services
• Housing
• Natural and Cultural Resources
The following is a chart visually describing the alignment of the various core capabilities in relation to their respective mission areas:
CONCEPT OF OPERATIONS
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PHASES OF EMERGENCY MANAGEMENT
In addition to the 5 Mission Areas, Emergency management functions are generally grouped into the four (4) phases of mitigation, preparedness, response, and recovery, within which the 5 Mission Areas take place. The grouping of
emergency management functions is useful for classifying and conceptualizing activities. While useful for targeting efforts and resources, the phases of emergency
management are not distinct; activities in each phase often overlap with other phases. For example, recovery projects often include elements of mitigation (i.e., rebuilding
structures using current building codes) and response often includes recovery measures (i.e., immediate debris
removal). The phases are also cyclical in nature. Lessons learned from an incident are applied in preparedness efforts for future emergencies and major disasters. The following sections provide examples of the types of activities that take place in each phase.
MITIGATION
Mitigation activities occur before, during and after incidents. Post-disaster mitigation is part of the recovery process. Eliminating or reducing the impact of hazards that exist within the city and are a threat to life and property are part of the mitigation efforts.
Mitigation tools include:
• Detailed plans to mitigate future hazards
• Land use planning
• Local ordinances and statutes (i.e., zoning ordinances, building codes, etc.) • Structural measures
• Tax levies or abatements
• Public information and community relations
PREPAREDNESS
Preparedness activities occur in advance of an emergency and develop operational capabilities, enact protective measures and enhance effective responses to a disaster. These activities can include emergency/disaster planning, training and exercises, and public education. Citizen preparedness activities are key elements in this phase and a significant factor in the success of a community in responding to an emergency. Members of the incident management enterprise and local organization develop EOPs, SOPs and checklists detailing personnel assignments, policies, notification rosters and resource lists. Personnel are familiarized with these EOPs, SOPs and checklists through periodic training in the activation and execution of procedures.
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OEM maintains several contact lists of agencies and personnel critical to emergency operations. Those lists include City EOC responders, key contacts within external cities/towns and county agencies, state agency contacts and other organizational contacts.
RESPONSE
The response phase can be further broken down into three (3) types of response— pre-emergency, immediate and on-going emergency responses.
PRE-EMERGENCY RESPONSE (OR CRISIS RESPONSE) If warning mechanisms exist for a particular hazard, then response actions to emphasize protection of life, property and environment can be anticipated. Typical pre-emergency and crisis response actions may include:
• Alerting necessary agencies, placing critical resources on stand-by • Warning threatened populations of the emergency and apprising them of safety measures to be implemented
• Evacuation of threatened populations to safe areas
• Identifying the need for mutual aid
• Proclamation of a Local Emergency by local authorities IMMEDIATE EMERGENCY RESPONSE During this phase, emphasis is placed on saving lives and property, attempting to establish and maintain control of the situation and minimizing effects of the disaster. Immediate response is accomplished within the affected area by local government agencies and segments of the private sector. The primary activities are on-scene by first or early responders.
ON-GOING (OR SUSTAINED) EMERGENCY RESPONSE In addition to continuing preservation of life and property operations, mass care, relocation, public information, situation analysis, status and damage assessment operations may be initiated. Ongoing response usually involves many organizations and the activation of the City EOC.
RECOVERY
Recovery includes both short-term activities intended to return vital life-support systems to operation, and long-term activities designed to return infrastructure systems to pre-disaster conditions. The major objectives of the recovery period include:
• Reinstatement of family and community integrity
• Provision of essential public services
• Restoration of private and public property
• Identification of residual hazards
• Preliminary plans to mitigate future hazards
• Recovery of costs associated with response and recovery efforts • Coordination of state and federal public and individual assistance
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ORGANIZATION AND ASSIGNMENT
OF RESPONSIBILITIES
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ORGANIZATION AND ASSIGNMENT OF RESPONSIBILITIES
SEMS designates five (5) organizational levels—
field response level, local government level, OA
level, regional level, and state level with each level
being activated in a modular component network
style as needed.
FIELD RESPONSE
The field response level is where emergency
response personnel and resources, under the
command of an appropriate authority, carry out
tactical decisions and activations in direct
response to an incident, multiple incidents or
threat. This is the incident level where the
emergency response begins. SEMS regulations
require the use of ICS at this level of an incident. Field response agencies are most often represented by fire, law enforcement, EMS and public health; public works and parks departments may be early responders in the field as well.
LOCAL GOVERNMENT
Local governments include
cities/towns, counties and special
districts. Local governments
manage and coordinate the overall
emergency response and recovery
activities between emergency
agencies and operations centers
within their jurisdiction (such as
local EOCs and DOCs). This is the
first coordination level above the
field response. Local governments
are required to use SEMS when their
emergency operations center is
activated or a local emergency is
declared.
CITY EMERGENCY ORGANIZATION
In accordance with the Santa Clara City Code (SCCC) 2.140, The City of Santa Clara Code of Ordinances establishes the City Manager as the Director of Emergency Services. SCCC
2.140.050 additionally identifies succession of the Director of Emergency Services to include
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the Deputy Director of Emergency Services, who shall be appointed by the Director and shall act for the Director when the Director is incapacitated or otherwise unable to carry out his/her duties. The Director of Emergency Services is responsible to the City Council.
CITY EMERGENCY OPERATIONS CENTER (CITY EOC)
The Director of Emergency Services is supported by OEM staff and will coordinate the City’s strategic disaster response and management out of the City EOC.
An EOC is a location from which centralized emergency management can be performed during an emergency or disaster. An EOC makes possible a coordinated response by the Director of Emergency Services, emergency management staff and representatives from agencies and other organizations who are assigned emergency management responsibilities.
An EOC provides a central location of authority and information. It also allows for face-toface coordination and collaboration among personnel who represent governmental incident management functions and/or capabilities who must make strategic emergency decisions to ensure incident support and continuity of government.
The City EOC is the focal point for communication between the city and the county, as well as between the City’s departmental strategic leadership, the DOCs and field incident command structures within the city. Position-based SOPs and checklists are followed during an EOC activation. The level of staffing will vary based on the needs of the specific event or incident. Ensuring the City EOC readiness to activate at any time is the responsibility of the Director of Emergency Services and is carried out by City OEM staff.
The following is a list of example activities that are performed in the city EOC:
• Information sharing
• Limited resource management
• Support of field response operations
• Collect and disseminate warning information
• Collect intelligence from, and disseminate information to, the various EOC representatives, the county, neighboring cities, special districts and state and federal agencies, as appropriate
• Prepare intelligence/information summaries, situation reports, operational reports and other reports as needed
• Maintain general and specific maps, information display boards and other data pertaining to city emergency operations and situational awareness • Ensure continuity of government priorities, objectives and actions are taken • Analyze and evaluate all data pertaining to city emergency operations • Maintain contact and coordination with city DOCs and other EOCs, including other local jurisdictions, the County, region, and the State
• Provide emergency information and instructions to the public, making official releases to the news media and scheduling press conferences, as necessary
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• Develop emergency policies and procedures in collaboration with senior policy advisory executives
OBJECTIVES The overall objective of emergency management is to ensure effective government preparedness, mitigation, response and recovery for situations associated with natural disasters, terrorist attacks, technological incidents and national security emergencies.
To carry out its responsibilities, the city EOC organization will accomplish the following objectives during a disaster/emergency:
• Support and coordinate emergency response and recovery operations • Provide an active presence of the City Manager, or designee, in setting objectives, establishing priorities and making decisions that affect city government and the general public
• Coordinate and work with appropriate federal, state, county and other local government agencies, as well as applicable segments of private sector entities and volunteer agencies to assess situation status, monitor resource needs, and coordinate requests for resources from outside agencies and jurisdictions • Establish priorities and resolve conflicting demands for support or scarce resources • Ensure continuity of government priorities, objectives and actions are taken • Prepare and disseminate information to alert, warn and inform the public • Collect and disseminate damage and other essential data about the situation • Fulfill obligations for intelligence gathering and information flow as described in SEMS and other guidelines
• Provide logistical support for the emergency response where appropriate and requested
• Oversee and manage activities incurring costs and expenditures • Collect records needed for successful cost recovery
• Integrate equity into all aspects of emergency management, ensuring delivery of services to the whole community, including the needs of individuals with access and functional needs
LOCATION
The City of Santa Clara Emergency Operations Center is located at 1990 Walsh Avenue, Santa Clara, CA 95050, and various locations have been identified as potential alternate EOC sites.
Other “pop-up” alternate EOC locations could be set up, utilized or identified on an as-needed basis depending on the nature of the catalyst incident and the availability of facilities/locations. The primary EOC was built in 1982 and has undergone a number of technological, power and other infrastructure improvements and upgrades in the years and decades since its construction. The EOC has been activated for a number of real-world and exercise events.
ACTIVATION The city EOC shall be activated, and SEMS used when any of the following conditions exist:
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• A Department Operations Center (DOC) within the city has activated and requested activation of the EOC to support their emergency operations • Two (2) or more neighboring border cities proclaim a local emergency for related events/incidents
• The county has activated the OA EOC and requested activation of the city EOC to support their emergency operations
• The Director of Emergency Services determines that conditions (including a preplanned special or large-scale event) warrant activation of the City EOC. • A state of emergency is proclaimed by the governor for the county and/or two or more neighboring border cities
• The city is requesting resources from outside its boundaries, except those resources used in normal day-to-day operations which are obtained through existing mutual aid agreements
In all other cases, activation will be at the discretion of the Director of Emergency Services as advised by OEM emergency management staff. SCCC 2.140.050 acknowledges the current designation by the Director of Emergency Services of the order of succession to that office.
ORGANIZATION The diagram below is the current EOC organizational structure.
DEACTIVATION Deactivation of the City EOC occurs upon order of the EOC Director based on incident status. Deactivation may occur through a gradual decrease in staffing or all at once.
City EOC responders must follow applicable deactivation procedures as directed by the EOC Director and identified in the EOC position-specific checklists.
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OPERATIONAL AREA (OA)
The “Operational Area” is conceptual in nature and incorporates the effective incident management collaboration of the various jurisdictions within the boundaries of Santa Clara County. The County of Santa Clara, as a jurisdiction and organization, is charged with taking the lead coordination and arbitration role within the OA and with being the primary point of contact and for the region and state. In an OA lead entity capacity, the County manages and/or coordinates information, resources, and priorities among local governments and serves as the link between the local government level and the regional level. At this level, the governing bodies are required in SEMS to reach consensus on how resources will be allocated in a major crisis affecting multiple jurisdictions or agencies.
California Government Code, Title 2, Division 1, Chapter 7, Article 9—California Emergency Services Act— defines an operational area as:
“Each county is designated as an operational area. In a state of war emergency each operational area shall serve as a link in the system of communications and coordination between the state’s emergency operating centers and the operating centers of the political subdivisions comprising the operational area.
The governing bodies of each county and of the political subdivisions in the county may organize and structure their operational area.
An operational area may be used by the county and the political subdivisions comprising the operational area for the coordination of emergency activities and to serve as a link in the communications system during a state of emergency or a local emergency.” (2 California Code of Regulations § 8605) Additionally, in accordance with California Code of Regulations, Title 19, Division 2, Chapter 1, Article 4—Standardized Emergency Management System—“The county government shall serve as the lead agency of the operational area unless another member agency of the operational area assumes that responsibility by written agreement with county government.” (19 California Code of Regulations § 2409)
OPERATIONAL AREA AGREEMENT
In accordance with state statute, the OA was organized in 1995 with a cooperative agreement (Santa Clara County Ordinance Code § A8-5) between the County and the 15 cities/towns located within the county’s geographic area. The “Santa Clara County Operational Area Disaster Response and Recovery Organization Interim Agreement” defines the OA and provides for sharing of critical information and emergency resources in a disaster, as well as for compliance with SEMS requirements.
OPERATIONAL AREA RESPONSIBILITIES
ORGANIZATION AND ASSIGNMENT OF RESPONSIBILITIES
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In accordance with State SEMS guidelines, the implementation of SEMS and NIMS is a cooperative effort of all departments and agencies within the county, cities/towns and special districts which make up the Operational Area that have an incident management and/or emergency response role. While every jurisdiction is charged with SEMS and NIMS compliance, County OEM has the lead responsibility for SEMS and NIMS collaboration, implementation, and planning with responsibilities for:
• Communicating information within the OA on SEMS and NIMS requirements and guidelines
• Coordinating SEMS and NIMS training and development among County departments and agencies, and providing offerings to local jurisdictions within the OA • Reporting NIMS compliance to Cal OES and DHS
• Incorporating NIMS requirements into the County EOP and County of Santa Clara Ordinance Code with adoption by the County Board of Supervisors • Identification of all county departments and agencies involved in field level response • Identification of departments and agencies with a DOC • Coordinating with local jurisdictions and volunteer and private agencies on development and implementation of SEMS and NIMS
• Identification of special districts that operate or provide services within the OA • Determining the emergency role of the OA special districts and making provisions for coordination during emergencies
• Identification of local volunteer and private agencies that have an emergency response role
• Determining the emergency role of the OA volunteer and private agencies and making provisions for coordination during emergencies
OPERATIONAL AREA EMERGENCY OPERATIONS CENTER (OA EOC)
The OA EOC is collocated with the County EOC (and may indeed be functioning as both concurrently depending on the nature of the activation). It is the focal point for communication between the OA (of which the City of Santa Clara is a part of) and the State, as well as between the County and local jurisdictions within the county (e.g., cities/towns and special districts). Position-based SOPs and checklists are followed during an OA EOC activation. The level of staffing will vary based on the needs of the specific event or incident.
The following is a list of example activities likely performed in the OA EOC:
• Information Sharing
• Limited Resource Management
• Support of field response operations
• Receive and disseminate warning information
• Collect intelligence from and disseminate information to the various OA EOC representatives and, as appropriate, to county, cities/towns, special districts, state and federal agencies
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• Prepare intelligence/information summaries, situation reports, operational reports and other reports as needed
• Maintain general and specific maps, information display boards and other data pertaining to OA emergency operations and situational awareness • Ensure continuity of government priorities, objectives and actions are taken • Analyze and evaluate all data pertaining to OA emergency operations • Maintain contact and coordination with County DOCs, other local jurisdiction EOCs and the State
• Provide emergency information and instructions to the public, making official releases to the news media and the scheduling of press conferences, as necessary • Develop emergency policies and procedures in collaboration with senior policy advisory executives
ACTIVATION Pursuant to the California Code of Regulations, Title 19, Division 2, Chapter1, Article 4—Standardized Emergency Management System—the OA EOC shall be activated, and SEMS used when any of the following conditions exist:
• A local government within the OA has activated its EOC and requested activation of the OA EOC to support their emergency operations
• Two (2) or more cities/towns within the OA have proclaimed a local emergency • The County and one or more cities/towns have proclaimed a local emergency • A city/town, or the County has requested a governor’s proclamation of a state of emergency
• A state of emergency is proclaimed by the governor for the county or two (2) or more cities within the OA
• The OA is requesting resources from outside its boundaries, except those resources used in normal day-to-day operations, which are obtained through existing mutual aid agreements
• The OA has received resource requests from outside its boundaries, except those resources used in normal day-to-day operations, which are obtained through existing mutual aid agreements
In all other cases, activation will be at the discretion of the County’s Director of Emergency Services, as advised by OEM duty officer and emergency management staff.
REGION
Because of its size and geography, the state has been divided into three (3) administrative regions, each with an EOC, to include the Southern, Coastal, and Inland regions. Santa Clara County is in the Coastal Region. Additionally, the state has been divided into six (6) mutual aid regions. Santa Clara County resides in Mutual Aid Region Two, which is based out of Alameda County. The Regional Emergency Operations Center (REOC) prioritizes requests and provides support to the OAs in their region. This is to provide for more effective application and coordination of mutual aid and other related activities.
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STATE
The State Operations Center (SOC) level is located in Sacramento at the Cal OES headquarters and manages state resources in response to the emergency needs of the other levels. The state also serves as the coordination and communication link between the state and the federal disaster response system.
FEDERAL
Federal Coordinating Officers and agency representatives may be deployed to the State/local area to support response and recovery operations via the FEMA Region IX headquarters in Oakland. The National Response Coordination Center located at the FEMA headquarters may also be activated to support a local event of appropriate magnitude. FEMA manages federal resources in response to the emergency needs of the other levels.
ADDITIONAL SUPPORT AND PLANNING ORGANIZATIONS
The groups, committees and organizations identified below all participate in ensuring the city’s preparedness to respond to emergencies and disasters.
DISASTER SERVICE WORKERS (DSWS)
The Disaster Service Worker Volunteer Program (DSWVP) was created as the result of legislation to provide workers’ compensation benefits to registered Disaster Service Worker (DSW) volunteers who are injured while participating in authorized disaster-related activities, including pre-approved training. Disaster service, as defined for the Program, is designed to aid in the response and recovery phases in a disaster or emergency. It does not include the day-to-day emergency response activities typically associated with, for example, law enforcement, fire services or emergency medical services. The Program also provides limited immunity from liability.
In accordance with state law California Code of Regulations Title 2, Division 2, Chapter 2, Subchapter 3) and City of Santa Clara ordinance (SCCC 2.140.140.060 (f) (3), all city employees are designated as disaster service workers (DSWs). In the event of an emergency, the expectation is that city employees will secure their own homes and families and then, if possible and if so instructed, they will return to the City to assist in response activities.
Continuity of government services is critical during disasters, and City employees will play an important role in maintaining the services necessary for the community to recover from a disaster. Additionally, a call for volunteers may be made in a time of disaster by the City Manager in their role as Director of Emergency Services; if such a call is made, an Emergency Volunteer Center (EVC) or a volunteer registration portal may be established to allow volunteers to register as DSWs on an emergency, as-needed basis to fill important roles in the overall response effort. Volunteer DSWs may include:
• Community Emergency Response Team (CERT) members
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• Amateur radio operators
• Other volunteers
COMMUNITY EMERGENCY RESPONSE TEAM (CERT) The CERT program educates people about disaster preparedness for hazards that may impact their immediate area and trains them in basic disaster response skills such as: fire safety, light search and rescue, team organization and disaster medical operations.
Using classroom and simulation-based education; CERT members can assist others in the neighborhood or workplace immediately following an event when emergency responders may not be immediately available to help.
AMATEUR RADIO EMERGENCY SERVICES/RADIO AMATEUR CIVIL EMERGENCY SERVICES (ARES/RACES) The City of Santa Clara has trained amateur radio operators registered with the national ARES/RACES organization. Local ARES/RACES radio operators can be a primary source of initial damage assessment in any significant incident, as well as potentially serving as a “last resort” communications capability between field, DOC and EOC structures, and between jurisdictional boundaries. They respond immediately to any obvious incident with assessment of their local area and report to the County lead ARES/RACES radio personnel at the OA EOC. ARES/RACES radio equipment is installed at the City EOC.
EMERGENCY OPERATIONAL AREA COUNCIL (EOAC)
The Santa Clara County Emergency Operational Area Council (EOAC) is charged in Santa Clara County Ordinance Code § A8-19 with the purpose to enhance planning and preparedness for large-scale emergencies; to create effective partnerships in emergency planning, preparedness, training and exercise within the OA; to consolidate activities of cities and special districts to participate more efficiently in planning for future emergencies and disasters; to provide access to public-private partners to participate in emergency planning and preparedness; and to develop broad-based emergency preparedness and planning funding priorities and recommendations.
OPERATIONAL AREA SIGNATORIES (OAS)
The Operational Area Signatories (OAS) is an advisory body to the EOAC and is made up of emergency management representatives from the various jurisdictions and special districts within the OA. The OAS collaborates on emergency and incident management planning, logistics, and training and exercise priorities to ensure greater OA consistency and interoperability, as well as ensuring periodic information sharing and situational awareness.
Additionally, OAS makes recommendations to the EOAC for Emergency Management Performance Grant (EMPG) proposals and funding.
OPERATIONAL AREA ADVISORY GROUP
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The Operational Area Advisory Group is the mechanism by which the OAS ensures and captures whole community engagement, as recommended by FEMA, in its planning priorities, processes and development; its training and exercise priorities, curriculums and schedules; and the capability, interoperability and functionality of its operations centers (EOCs & DOCs).
Various core teams, working groups and sub-working groups are established in topical areas to develop products, trainings and exercises, prioritize projects and advise and report to the OAS on progress and status.
SANTA CLARA COUNTY EMERGENCY MANAGERS ASSOCIATION
The Santa Clara County Emergency Managers Association (SCC EMA) is a local professional organization of emergency management representatives. The group meets to discuss and coordinate local emergency preparedness, disaster recovery, hazard mitigation and emergency and incident management-related issues and trends.
SPECIAL DISTRICTS AND OTHER ORGANIZATIONS.
Many special districts, utilities and private companies such as the Valley Transportation Authority (VTA), Valley Water, and San Jose Water Company also have incident management systems for continuity of operations and to provide resources in support of an emergency response. Community Based Organizations (CBOs), Non-Governmental Organizations (NGOs) and private-sector organizations provide a range of services to address needs that are wholly or partly unmet by local, state and federal governments during response and recovery operations.
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DIRECTION, CONTROL, AND COORDINATION
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DIRECTION, CONTROL, AND
COORDINATION
DIRECTION, CONTROL, AND COORDINATION
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DIRECTION, CONTROL, AND COORDINATION
The emergency response is coordinated under SEMS, which provides a flexible, adaptable and expandable response organization to address all hazards of varying magnitude and complexity.
An EOC is activated to support field operations and ensure continuity of government when an incident threatens government services, requires additional resources beyond the capacity of the responding agency, or when resources exceed that which is available from within the jurisdiction as a whole. Communications between the field response, DOCs and the EOC are established when the EOC is activated in support of field operations. Each local government’s EOC will establish communications with the OA EOC, which in turn will communicate with the state through the REOC.
DIRECTION AND CONTROL INTERFACE
Personnel who are part of a field-level emergency response will utilize ICS to manage and direct on-scene operations. Tactical management of responding resources is always under the leadership and control of the on-site Incident Commander (IC) at the Incident Command Post (ICP). ICs may report to the DOC dispatching resources amongst incidents, which in turn will coordinate with the local EOC who will work to ensure broader city organizational continuity and incident support. In some jurisdictions, ICs may report or communicate directly to the local EOC— usually to their counterpart in the operations section. (The City of Santa Clara’s EOC has the capability to do this if necessary).
During multiple-incident situations within the county where mutual aid resources are being prioritized, an Area Command may be established to provide for the ICs at separate locations/ICPs. Unified Command is an application of ICS and may be established at the field response level when more than one agency has jurisdictional responsibilities. Agencies work together through the designated members of the Unified Command to establish their designated ICs at a single ICP. Under Unified Command, entities develop a common set of objectives and strategies which provides the basis for a single Incident Action Plan.
OPERATIONAL AREA COORDINATION AND COMMUNICATION
As outlined previously, coordination and communication should be established between an activated local EOC and the OA EOC. Common communications modalities to the cities/towns in the OA EOC, and to agencies not represented in that EOC include, but are not limited to, landline telephone, fax, cell phone, satellite phone, computer networks, amateur radio and low-band EOC-to-EOC radio. The OA responsibilities involve coordinating with the cities/towns and other
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organizations to support field-level emergency response personnel, activating the OA EOC, ensuring continuity of government and issuing orders to protect and inform the public. In accordance with ICS principles, units in the field receive tactical direction from an on-scene IC.
When and where possible, the County will include jurisdictional representatives in planning for jurisdictional support.
When an incident occurs and the City of Santa Clara activates the EOC and requests OA EOC support; or additional cities/towns have proclaimed a local emergency, the County is required under SEMS to activate the OA EOC. The OA EOC then becomes the focal point for information sharing and dissemination and supports or arbitrates requests by cities/towns within the county.
EMERGENCY OPERATIONS CENTER NOTIFICATION
The City’s Office of Emergency Management (OEM) should maintain a roster of preidentified/appointed city EOC staff and will notify those personnel to report to the City EOC.
The EOC staff list includes City department and agency representatives who are part of each SEMS (and NIMS compliant) EOC section—Management, Operations, Plans/Intelligence, Logistics and Finance/Administration.
The list may be utilized when directed by the Director of Emergency Services or designee to activate the City EOC. The Director of Emergency Services or designee will determine what positions of the City EOC will initially be staffed and requested to report. The EOC responders list includes:
• Employees from city departments and agencies with appropriate authority and expertise
• Representatives from outside agencies including:
Special districts
Other government agencies
Volunteer organizations
Private sector organizations
COORDINATION WITH OTHER LEVELS OF GOVERNMENT
The City has identified the other jurisdictions, special districts, private non-profit (PNP) organizations and volunteer agencies within the geographical boundaries of the city or which might directly border the City that may have an emergency response role during an emergency or disaster. Their emergency roles have been identified and provisions for coordination with each of them made. The City will also work with the county to request support from state and federal agencies that have emergency responsibilities to ensure they are integrated into coordination of emergency operations as appropriate.
COORDINATION WITH SPECIAL DISTRICTS
Special districts are defined as local governments in SEMS and often have unique resources, capabilities and vulnerabilities. The emergency response role of special districts is generally
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focused on the return to normal services. During disasters, some types of special districts will be extensively involved in the emergency response by assisting other local governments.
Coordination and communications should be established with special districts that are involved in emergency response. Relationships among special districts, cities/towns, the county, and the OA, as a whole, are complicated by overlapping boundaries and by the multiplicity of special districts. Special districts need to work with the local governments in their service areas to determine how best to establish coordination and communications in emergencies.
Typically, special district boundaries cross municipal boundaries. A special district may serve several cities/towns and county unincorporated areas. Some special districts serve more than one county. In such a situation, the special district may provide a liaison representative to the city EOC to facilitate coordination and communication with the various entities it serves. The city works closely with key utility providers and transportation agencies.
COORDINATION WITH NON-PROFIT AND VOLUNTEER ORGANIZATIONS The City recognizes the valuable assistance and resources provided by NGO partnerships and the importance of organizations that perform voluntary services in the community. As a result, the City continues to cultivate relationships with PNP (Private Non-Profit) organizations and has established an extensive trained volunteer base to support emergency response operations within the City. The City EOC will generally be a focal point for coordination of response activities with many PNPs and volunteer groups.
Private non-profit agencies and volunteer groups that have a key response role will have representatives at the City EOC. For example, American Red Cross (ARC) personnel will be assisting the staff of the City EOC Care and Shelter Branch. Collaborative Agencies Disaster Relief Effort (CADRE), the local Voluntary Organizations Active in Disaster (VOAD) organization, also may staff a City EOC position as an allied agency in order to facilitate coordination with numerous NGOs involved in emergency response and recovery efforts within communities across the city.
During an emergency, the City EOC may establish communication with PNP agencies and volunteer groups through an agency representative, volunteer coordinator or other authorized personnel. Coordination, activation and deployment of these members may be incident driven and will follow the appropriate organization response guidelines that have been established for the specific PNP organization or volunteer group.
MULTI-AGENCY COORDINATION GROUPS
The Multi-Agency Coordination (MAC) System is one of the four (4) pillars of SEMS, which are the ICS, MAC System, the Master Mutual Aid System and the Operational Area Concept (as identified in the Emergency Services Act, Section 8607). In accordance with the “2013 California Statewide Multi-Agency Coordination System Guide,” MAC groups are convened to address incidents or
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situations in which resources are considered scarce and decision-makers need to prioritize their allocation in order to best serve the communities in need.
MAC groups are established to allow subject matter experts and agency representatives to evaluate complex situations and problem sets and make actionable recommendations to the MAC group activating body (IC, DOC, EOC, etc.). Activating a MAC group ensures that operational tempo is not hindered for the MAC group parent organization/operations center, objectives may still be set, and progress continues to be made while still addressing difficult or complex problems or issues.
A MAC group may be convened by an EOC Director or other authority to establish priorities among multiple competing incidents, provide coordinated decision making for resource allocation among cooperating agencies, harmonize agency policies and offer strategic guidance and direction to support incident management activities. MAC groups convened to prioritize incidents for the allocation of scarce resources should consist of administrators or executives, or their designee, who are authorized to commit agency resources and funds. A MAC group may also be referred to as a multi-agency committee, emergency management committee, interagency policy group or as otherwise defined by the MAC System.
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INFORMATION COLLECTION, ANALYSIS, AND DISSEMINATION
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INFORMATION COLLECTION, ANALYSIS, AND DISSEMINATION
A primary objective of the City EOC is the timely gathering of accurate, accessible and consistent information during an emergency and sharing vetted intelligence to ensure coordinated, timely emergency response and continuity of government. Status boards and other technologies for tracking emergency activities will be utilized. All City EOC sections must maintain and display current status information so that other sections can quickly comprehend what actions have been taken, what resources are available, and to track damage status across the city. Situation reports create a common operating picture and will be used to inform the operational objectives, priorities and strategies.
To ensure effective intelligence flow, emergency response agencies at all levels must establish communications systems and protocols to organize, integrate and coordinate intelligence among the responding agencies.
The flow of situation reports among the levels of government should occur as follows:
• Field level reports disseminated to local DOCs/EOCs
• The city EOC provides a jurisdictional situation report to the OA EOC based on field reports, DOC reports and EOC activities and intelligence
INFORMATION COLLECTION AND MANAGEMENT TOOL
An Information Collection and Management Tool is used in EOCs to accomplish the objective of timely gathering of accurate, accessible, and consistent information during an emergency. Every emergency event is unique; therefore, an Information Collection and Management Tool should be developed and tailored to fit the circumstances and particular needs demanded by individual incidents.
At a minimum, every Information Collection and Management Tool should include the following information elements:
Essential Element of Information (e.g., boundaries of the disaster area, access points to the disaster area, jurisdictional boundaries)
Specific Information Requirement in support of an Essential Element of Information (e.g., traffic control points, safe routes, special permits required to access the disaster area) Proposed Method or Source that could be used to obtain the Specific Information Requirement (e.g., field operation reports, Geographical Information System (GIS), reconnaissance)
Responsible Element, Section, or Agency identifies the responsible party tasked with collecting the specified information (e.g., EOC Operations Section, EOC Plans Section) Deliverable Product specifies the mechanism the Responsible Element, Section, or Agency utilizes to relay a particular Specific Information Requirement (e.g., ICS Form 209, EOC Action Plan, incident map)
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Collection Suspense or Schedule defines the reporting frequency for each Specific Information Requirement (e.g., daily, hourly, status change).
Distribution Requirement identifies the position, personnel, agency or organization receiving the most up-to-date information in accordance with the specific information’s collection suspense or schedule (e.g., all EOC Section Chiefs, the REOC)
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CRISIS COMMUNICATIONS AND PUBLIC INFORMATION
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CRISIS COMMUNICATIONS AND
PUBLIC INFORMATION
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CRISIS COMMUNICATIONS AND PUBLIC INFORMATION
Per NIMS, public information is coordinated and integrated across jurisdictions and functional agencies; among Federal, State, local and tribal partners; and with private-sector entities and nongovernmental organizations. In order to effectively ensure timely and accurate public information and alert and warning messages are disseminated, systems, structures, plans, policies and equipment must be identified and developed to accomplish these tasks.
JOINT INFORMATION SYSTEM (JIS)
The Joint Information System (JIS) provides the mechanism to organize, integrate and coordinate information to ensure timely, accurate, accessible and consistent messaging across multiple jurisdictions and/or disciplines with nongovernmental organizations and the private sector. It includes the plans, protocols, procedures and structures used to provide public information.
The JIS structure is used for ensuring that:
• Public Information Officer (PIO) functions are coordinated and integrated. • A structure and system for developing and delivering coordinated interagency messages is provided.
• Public information plans and strategies on behalf of the incident management leadership can be developed, recommended and executed.
• Leadership is effectively advised on public affairs issues that could affect a response effort, and rumors and inaccurate information that could undermine public confidence are controlled and managed.
Federal, State, tribal, territorial, regional or local PIOs and established Joint Information Centers (JICs) are critical supporting elements of the JIS. A robust and competent city JIS is integral to an effective and comprehensive city incident management capability.
JOINT INFORMATION CENTER (JIC)
The Joint Information Center (JIC) is:
• A central location that facilitates operation of the Joint Information System. • A location where personnel with public information responsibilities perform critical emergency information functions, crisis communications and public affairs functions.
JICs may be established at various levels of government, at incident sites or can be components of Multiagency Coordination (MAC) Systems (e.g., MAC Groups or EOCs). A single JIC location is preferable, but the system is flexible and adaptable enough to accommodate virtual or multiple JIC locations, as required.
EOC COMMUNICATION SYSTEMS
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The City of Santa Clara EOC is equipped with multiple redundant communication modalities allowing the sharing of situational awareness, resource status, raw intelligence and data, and alerting and warning. The communication capabilities are routinely reviewed and updated as technology advances. Current communication resources in the City EOC include, but are not limited to:
• Land-line based phones - traditional copper line and Voice Over Internet Protocol (VOIP) • Cell phones
• Satellite phones
• Fax machines
• Internet enabled desktop computers and laptops
• Emergency Alert System (EAS)
• Radio systems
ARES/RACES amateur radio
Public safety frequencies (i.e., law, fire, EMS)
Government frequencies (department/agency radios)
Low band frequencies (EOC-to-EOC radios)
PUBLIC ALERTING AND NOTIFICATIONS
During an emergency, the City of Santa Clara is responsible for the dissemination of information to the public. Public Information Officers (PIOs) disseminate emergency instructions and critical information to affected audiences—including governments, media and the public—to provide messages that are accessible to all sectors of the community. PIOs from the City of Santa Clara, neighboring cities/towns, several County departments, special districts, PNP organizations and private companies share the responsibility for disseminating complete, coordinated and correct information to the public.
The City of Santa Clara has various systems in place for disseminating warnings and emergency information to the public which are describe below:
ALERTSCC AlertSCC is the County’s public alert and notification system which has been made available for use to each of the 15 cities/towns within the county, including the City of Santa Clara. AlertSCC uses the 9-1-1 database to deliver messages to the public via landline-based telephones. Additionally, the public can register through a Web portal to directly receive AlertSCC alerts and notifications on cell phones, via email and SMS. City of Santa Clara representatives (Police Department personnel) have been trained and authorized to create and send public alerts and notifications. County OEM duty officer staff and County Communications staff are available 24/7 to assist the City of Santa Clara in creating and sending public messages, as needed.
EMERGENCY ALERT SYSTEM The Emergency Alert System (EAS) is a national public warning system that may be used by local authorities to deliver important emergency information to the public via local broadcast media. The County’s primary station is KCBS (740 AM) and KSJO (92.3 FM) serves as a backup station. County OEM and County Communications have the credentials to access EAS and script emergency messages to inform the public of a threat, the
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steps to be taken by them and where additional information can be obtained. The City of Santa Clara may contact the County to request an EAS message be disseminated/broadcast.
INTEGRATED PUBLIC ALERT AND WARNING SYSTEM The Integrated Public Alert and Warning System (IPAWS) is an internet-based capability Federal, State and local authorities can use to issue critical public alerts and notifications. County OEM has been provided a federal credential and maintains it on behalf of local jurisdictions, inclusive of the City of Santa Clara.
That credential is provided to those cities/jurisdictions/individuals who have completed the applicable County mandatory training to be accessed through the AlertSCC system. IPAWS delivers alerts simultaneously through multiple communications devices, reaching as many people as possible to save lives and protect property. These communication pathways include EAS (described above) and Wireless Emergency Alerts (WEA). The WEA system is capable of delivering alerts and notifications to cell phones within a designated geographic area without the cell phone being registered with the local alerting system. Best practice is to have the local Public Safety Access Point (PSAP/Dispatch) be the primary point of contact for dissemination of time sensitive alert and warning messages due to the fact that they have the timeliest awareness of threatening events, are often in direct communication with incident responders and incident commanders about the nature of rapidly evolving incidents and have a familiarity with reverse-911 and other similar systems. In the City of Santa Clara, the Police Records Dept, which is collocated in the same facility as the city PSAP/Dispatch, manages the IPAWS alerting on behalf of the City.
PUBLIC AWARENESS AND EDUCATION
The public’s response to any emergency is based on their understanding of the nature of the emergency, the potential hazards, the likely response of emergency services, and knowledge of what individuals and groups with or without access and AFN should do to increase their chances of survival and recovery. Individuals caring for the elderly, children or pets also need an increased understanding of their specific situation as it pertains to disaster preparedness.
The City’s OEM makes emergency preparedness information from local, State and Federal sources available to the citizens of the City of Santa Clara. Further, the City OEM will provide special emphasis on specific hazards throughout the calendar year, aiding in the disaster preparation and education of the communities within the city and the larger OA.
The City of Santa Clara utilizes the following communications channels for distributing incident management and preparedness information to the public and partnering stakeholders:
The City of Santa Clara Office of Emergency Management Website:
SantaClaraCA.gov/EmergencyPreparedness
The City of Santa Clara Facebook page: facebook.com/cityofsantaclara The City of Santa Clara X feed: twitter.com/SantaClaraCity
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The City of Santa Clara Instagram feed: instagram.com/santaclaracity The City of Santa Clara YouTube channel: youtube.com/cityofsantaclara The City of Santa Clara Nextdoor feed: nextdoor.com/agency-detail/ca/santa-clara/city-ofsanta-clara/ Nextdoor has an emergency “Alert” function, allowing City communications staff to message to the entire network via in-app notification and email.
Silicon Valley Power (SVP) Website: siliconvalleypower.com Silicon Valley Power (SVP) X feed: twitter.com/santaclarapower Silicon Valley Power (SVP) Facebook page: facebook.com/SiliconValleyPower Additional Social Media Channels: SantaClaraCA.gov/SocialMedia City of Santa Clara Website: SantaClaraCA.gov
An alert banner can be displayed on all City websites in order to notify the public of important public safety information.
City News: SantaClaraCA.gov/News
Email Subscriptions: SantaClaraCA.gov/enews
City Website Event Calendar: SantaClaraCA.gov/EventCalendar City Hall News: SantaClaraCA.gov/CityHallNews
City Hall News is a digital publication provided to the community. The publication includes a summary of updates related to City projects, responses to City Council inquiries, and events and activities of interest to the community.
Inside Santa Clara: SantaClaraCA.gov/InsideSantaClara
Inside Santa Clara is the official newspaper of the City of Santa Clara for residents and businesses. The publication is mailed to residents and businesses two times a year (Spring/Summer, Fall/Winter). The paper provides updates about key issues, projects and events in the City.
City Calendar & Annual Report: SantaClaraCA.gov/AnnualCalendar The City produces a 12-month calendar and annual report that is distributed to residents and business by mail, typically in mid-December, for the following calendar year.
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MySantaClara Mobile App: SantaClaraCA.gov/MySantaClara
Mobile app used for residents to submit service requests and communicate with City staff as they work to inspect and address service issues throughout the City.
Santa Clara City Television (Comcast cable channel 15 and AT&T U-verse channel 99): Santa Clara City Television | City of Santa Clara (santaclaraca.gov) The City’s government access channel offers playback of pre-recorded and live video and graphical content.
Public Meetings: SantaClaraCA.gov/Meetings
To view the schedule of meetings, watch past meetings, meetings in progress, or search meeting files.
Nixle: SantaClaraCA.gov/Nixle
Public safety alerts from the Santa Clara Police Department.
Digital Billboard
The City operates a digital billboard along the highway 101 corridor, which may be used to display important information in the event of an emergency.
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ADMINISTRATION, FINANCE, AND LOGISTICS
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ADMINISTRATION, FINANCE,
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ADMINISTRATION, FINANCE, AND LOGISTICS
FINANCE CONSIDERATIONS
To enhance the capability of the City of Santa Clara to respond to incidents by providing financial support and coordination to city incident management operations and coordinating the recovery of costs as allowed by Federal and State law, the financial priorities during incident management operations are:
• Preserve life, property and the environment
• Provide continuity of financial support to the city, and OA when appropriate • Cooperate with and support the other sections of the city EOC • Document the city’s costs and recovery of those costs as allowable • Maintain a positive image for the city in its dealings with the public The Finance/Administration function will operate under the following policies during a qualifying incident/event as the situation dictates:
• The Standardized Emergency Management System (SEMS) and the National Incident Management System (NIMS) will be followed.
• All existing county and departmental fiscal operating procedures will be adhered to, unless modified by the City Council or the EOC Director. • For incidents/events that render the accounting systems either inaccessible or unusable for any period of time, appropriate personnel will be staffed on an operational period, as determined by the EOC Director. This may be a period of 12 hours.
The Finance/Administration function’s primary responsibility is to maintain, to the greatest extent possible, the financial systems necessary to keep the City functioning during an incident or crisis of any size or type. These systems include, but are not limited to:
• Payroll
• Payments
• Revenue collection
• Claim processing
• Cost recovery documentation
The function also supervises the negotiation and administration of vendor and supply contracts and procedures in collaboration with the incident management procurement functions.
The extent and complexity of the incident or crisis will determine the extent to which the Finance/Administration function will mobilize. For some incidents/events, only part of the section may need to be engaged. In larger, more complex incidents, the entire function will likely engage.
The Finance/Administration function acts in a support role in all incidents/events to ensure that all required records are preserved for future use and Cal OES and FEMA filing requirements through maintenance of proper and accurate documentation of all actions taken.
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To carry out its responsibilities, the Finance/Administration function will accomplish the following during a disaster/emergency:
For incidents/events where the city’s computer systems and bank are accessible and usable:
• Notify the other parts of the incident management organization and City departments that incident management accounting procedures will be initiated and used for the event
• Determine (in collaboration with technical staff) the extent to which the county's computer systems are accessible and/or usable
• Determine if the City's banking institutions can continue handling financial transactions
• Inform the incident management organization and City departments that the payroll and payments processing will be handled on a "business-as-usual" basis, except that incident management accounting procedures will be used for incident/event-related costs
• Disseminate information about the incident management accounting procedures to other EOC sections and departments as necessary
• Upon proclamation or declaration of a disaster by the State and/or Federal Governments, coordinate to initiate the recovery process of the City's costs • Coordinate with the other EOC sections and departments on the collection and documentation of costs pertaining to the incident/event • Coordinate with the State and Federal disaster assistance agencies for the required inspections, documentation, audits and other necessary work in order to recover costs
For incidents/events where the City's computer systems and/or banking institutions are either inaccessible or unusable
• Notify the other parts of the incident management organization and City departments that incident management accounting procedures will be initiated and used for the event
• Determine (in collaboration with technical staff) the extent to which the City's computer systems are accessible and/or usable
• Determine if the City's banking institutions can continue handling financial transactions
• Inform the incident management organization and City departments that payroll and payments will be on hold for a short time and that processing will continue on a normal basis as of a specified date
• Activate other Finance/Administration functions as necessary • Maintain, as best possible, the financial continuity of the City (payroll, payments and revenue collection)
• Disseminate information about the incident management accounting procedures to other EOC sections and departments as necessary
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• Upon proclamation or declaration of a disaster by the State and/or Federal Governments, coordinate with those agencies to initiate the recovery process of the City's costs
• Coordinate with other EOC sections and City departments on the collection and documentation of costs pertaining to the incident/event • Coordinate with State and Federal disaster assistance agencies for any required inspections, documentation, audits and other necessary cost recovery work
MUTUAL AID
The foundation of California's emergency planning and response is a statewide mutual aid system, which is designed to ensure adequate resources, facilities and other support is provided to jurisdictions whenever their own resources prove to be inadequate to cope with a given situation. The basis for the system is the “California Disaster and Civil Defense Master Mutual Aid Agreement” (MMAA).
The MMAA was developed in 1950 and has been adopted by the State, all 58 counties, and most incorporated cities in the state. The agreement creates a formal structure wherein each jurisdiction retains control of its own facilities, personnel and resources, but may also receive or render assistance to other jurisdictions within the state. State government is obligated to provide available resources to assist local jurisdictions in emergencies. It is the responsibility of the local jurisdiction to negotiate, coordinate and prepare mutual-aid agreements.
Mutual-aid agreements exist for:
• Law Enforcement
• Fire Services
• Emergency Medical Services
• Emergency Management
• Public Utilities
• Building Inspectors
• Medical Examiner-Coroner
• Transit Operators
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MUTUAL AID SYSTEMS
A statewide mutual-aid system, operating within
the framework of the MMAA, allows for the
progressive mobilization of resources to and from
emergency response agencies, local governments,
OAs and state regions with the intent of provide
requesting agencies with adequate resources.
Emergency mutual-aid response and recovery
activities are generally conducted at the request
and under the direction of the affected local
government.
The statewide mutual-aid system includes several
discipline-specific mutual aid systems, such as fire
rescue and law. The adoption of SEMS/NIMS does
not alter existing mutual-aid systems. These
systems work through local government, OAs;
regional and state levels consistent with
SEMS/NIMS guidelines.
Fire agencies in Santa Clara County have signed onto a countywide mutual-aid agreement to ensure that firefighting resources and personnel will be available to combat wildland/urban interface fires. If these resources are not enough to meet the threat, fire resources from throughout the state can be requested under the MMAA. Requested mutual aid resources will be provided and utilized in accordance with the MMAA. During a proclaimed emergency, mutual aid will be coordinated at the local government, OA, or mutual aid regional level. The City of Santa Clara EOC has to make mutual aid requests through the OA EOC for resources not covered under the MMAA.
During and following an incident, the coordination of resources is critical when there are multiple requests for similar resources or when resources are scarce. It is anticipated that a Mutual Aid MAC Group will be established to coordinate mutual aid resources. The 2013 “California Statewide MACS Guide” provides the architecture to support coordination for incident prioritization, scarce resource allocation, communications systems integration and information coordination.
VOLUNTEER AND PRIVATE SECTOR AGENCIES IN MUTUAL AID
Volunteer and private sector agencies may participate in the mutual aid system along with governmental agencies. For example, the disaster medical mutual aid system relies heavily on private sector involvement for medical/health resources. Some volunteer agencies such as the Red Cross, Salvation Army and others are an essential element of the statewide emergency response to meet the needs of disaster victims. Volunteer agencies mobilize volunteers and other resources through their own systems. They may identify resource needs
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that are not met within their own systems that would be requested through the mutual aid system. Volunteer agencies with extensive involvement in the emergency response should be represented in the City EOC.
Some private sector agencies have established mutual aid arrangements to assist other private sector agencies within their functional area. For example, electric and gas utilities have mutual aid agreements within their industry and established procedures for coordinating with a governmental EOC (though, the City of Santa Clara maintains its own electric utility). In some functional areas, services are provided by a mix of special district, municipal, and private sector agencies. Mutual aid arrangements may include both governmental and private sector agencies. Liaison should be established between an activated EOC and private sector agencies involved in a response. Where there is a need for extensive coordination and information exchange, private sector agencies should be represented in an activated EOC at the appropriate SEMS level.
SPECIAL MUTUAL AID CONSIDERATIONS FOR TERRORISM INCIDENTS Terrorism incidents require response by law enforcement at many levels and crime scene management. As such, the information flow, command structure and mutual aid processes can be different from those in the management of other emergency situations.
A terrorist activity emergency has its own unique threat and crisis characteristics, which must be dealt with in accordance with its magnitude and with an appropriate level of response.
Plans and procedures have been created, exercised and revised for both the most likely and worst-case scenarios.
MUTUAL AID AUTHORITIES, PLANS, AND GUIDANCE DOCUMENTS
Mutual-aid assistance may be provided under one or more of the following authorities:
• California Master Mutual Aid Agreement (MMAA)
• California Law Enforcement Mutual Aid Plan
• Coroner Mutual Aid Plan
• California Fire Service and Rescue Mutual Aid Plan
• California Medical Mutual Aid Plan
• Emergency Managers Mutual Aid Plan
• San Francisco Bay Area Transit Operators Mutual Aid Agreement • Santa Clara County Law Enforcement Mutual Aid Protocol • California Statewide Multi-Agency Coordination System Guide • CalWARN (California Water/Wastewater Agency Response Network) The Police & Fire Departments are part of the Countywide mutual aid plan that requires resource sharing for unplanned events. The City’s Electric Utility has mutual aid through California Utilities Emergency Association (CUEA).
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The City of Santa Clara Water and Sewer Utilities is a member of the California Water (Wastewater) Agency Response Network (CalWARN). CalWARN’s Mutual Assistance Agreement is comprised of water and wastewater agencies throughout California. CalWARN also has agreements with nearby WARNs in Arizona and Nevada. CalWARN collects data regarding agency resources and provides information and training for member agencies. The California Utilities Emergency Association (CUEA) Utility Operation Center may provide additional assistance. Assistance may include equipment, supplies and personnel.
RESOURCE MANAGEMENT
It is state policy that resource requests for emergency response and disaster repair and restoration be entered into by the lowest level of government. When city local resources are exhausted and additional resources are required, resource requests will follow an established process for ordering, tracking, mobilizing and demobilizing.
Maintenance of resources is important throughout all aspects of resource management.
Maintenance prior to deployment ensures their availability and capability. Maintenance during the deployment phase ensures continued capabilities (e.g., ensuring adequate fuel supplies during use). Post-operational inspection and maintenance ensures future availability.
INTEGRATION OF MUTUAL AID RESOURCES
In order to receive County, State, and Federal resources, coordination needs to be handled through the City EOC, OA EOC, and field level command structures. The discipline specific OA Mutual Aid Coordinators will oversee tracking of requests for equipment, resources and manpower under existing mutual aid protocols. The requesting agencies are responsible to report to OA EOC the number and status of resources deployed on a mission on a daily basis.
Resources requested through the County EOC will be done following the prescribed County resource requesting process below:
Resource typing of equipment will be handled by individual disciplines—law, fire, EMS, public works, and others—under the guidance issued by Cal OES regarding NIMS implementation.
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PLAN DEVELOPMENT AND
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PLAN DEVELOPMENT AND MAINTENANCE
PLAN DEVELOPMENT
This City of Santa Clara EOP was developed in collaboration with stakeholders throughout the OA in a whole community approach in compliance with “Comprehensive Preparedness Guide (CPG) 101: Developing and Maintaining Emergency Operations Plans.” Additionally, internal and relevant external nationwide after-action reports from exercises and real-world events (Stafford Act and non-Stafford Act), other county and jurisdictional EOPs, the 2017 NIMS Guidance, the 2017 Cal OES Emergency Operations Plan Crosswalk for Plan Review, and current incident management trends were reviewed and considered in an effort to address common issues and systemic operational hindrances. Annexes to the EOP are further developed in a whole community approach to augment this foundational document. Annexes are composed of major functional activities, as well as specific hazard topics that present unique or complex considerations that require more elaborate planning. A complete list of planned and potential annexes is provided in Appendix A. The composition and planning priority of these annexes is determined by the City’s Office of Emergency Management staff in collaboration with the City Manager’s Office and applicable City departments/subject matter experts.
PLAN MAINTENANCE
This EOP is reviewed, updated, republished and redistributed on a 2-year review, 5-year revision cycle in accordance with best practices and the Homeland Security/Emergency Management Grant Program (EMPG) guidance. This EOP may be modified as a result of post-incident analyses and/or post exercise critiques. It may also be modified if responsibilities, procedures, laws, rules or regulations pertaining to emergency or incident management and operations change. Those agencies having assigned responsibilities under this EOP are obligated to inform OEM when changes are needed to reflect current process. OEM will maintain records of revision to this EOP and each of the annexes as they are reviewed and updated. All changes will be noted in the Annual Review table at the beginning of this document.
PLAN CONCURRENCE
Supporting agencies and organizations include all City departments who received a copy of this Plan. These City departments are expected to comply with how the EOP describes their tasks.
PLAN TRAINING AND EXERCISE
A progressive, multi-year exercise plan enables the City of Santa Clara to develop a series of increasingly complex exercises, with each successive exercise building upon the previous one until mastery is achieved. Regardless of exercise type, each exercise within the progressive series is linked to a set of common program priorities and designed to test associated capabilities.
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Further, by defining training requirements in the planning process, the City can address known shortfalls prior to exercising capabilities. Below is a list of the different progressive exercise types:
Seminar – Seminars generally orient participants to, or provide an overview of, authorities, strategies, plans, policies, procedures, protocols, resources, concepts, and ideas. As a discussion-based exercise, seminars can be valuable for entities that are developing or making major changes to existing plans or procedures. Seminars can be similarly helpful when attempting to assess or gain awareness of the capabilities of interagency or interjurisdictional operations.
Workshop – Although similar to seminars, workshops differ in two (2) important aspects:
participant interaction is increased, and the focus is placed on achieving or building a product. Effective workshops entail the broadest attendance by relevant stakeholders.
Products produced from a workshop can include new standard operating procedures (SOPs), emergency operations plans, continuity of operations plans or mutual aid agreements. To be effective, workshops should focus on a specific issue with clearly defined objectives, products or goals.
Tabletop Exercise – A tabletop exercise (TTX) is intended to generate discussion of various issues regarding a hypothetical, simulated emergency. TTXs can be used to enhance general awareness, validate plans and procedures, rehearse concepts and/or assess the types of systems needed to guide the prevention of, protection from, mitigation of, response to and recovery from a defined incident. Generally, TTXs are aimed at facilitating conceptual understanding, identifying strengths and areas for improvement and/or achieving changes in perceptions.
During a TTX, participants are encouraged to discuss issues in depth, collaboratively examining areas of concern and solving problems. The effectiveness of a TTX is derived from the energetic involvement of participants and their assessment of recommended revisions to current policies, procedures and plans.
TTXs can range from basic to complex. In a basic TTX (such as a facilitated discussion), the scenario is presented and remains constant—it describes an emergency and brings discussion participants up to the simulated present time. Participants apply their knowledge and skills to a list of problems presented by the facilitator; problems are discussed as a group; and resolution is reached and documented for later analysis.
In a more advanced TTX, play advances as participants receive pre-scripted messages that alter the original scenario. A facilitator usually introduces problems one at a time in the form of a written message, simulated telephone call, videotape or other means.
Participants discuss the issues raised by each problem, referencing established authorities, plans and procedures for guidance. Participant decisions are incorporated as the scenario continues to unfold.
During a TTX, all participants should be encouraged to contribute to the discussion and be reminded that they are making decisions in a no-fault environment. Effective TTX
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facilitation is critical to keeping participants focused on exercise objectives and associated capability targets.
Games – A game is a simulation of operations that often involves two or more teams, usually in a competitive environment, using rules, data and procedures designed to depict an actual or hypothetical situation. Games explore the consequences of player decisions and actions. They are useful tools for validating plans and procedures or evaluating resource requirements.
During game play, decision-making may be either slow and deliberate or rapid and more stressful, depending on the exercise design and objectives. The open, decision-based format of a game can incorporate “what if” questions that expand exercise benefits.
Depending on the game’s design, the consequences of player actions can be either prescripted or decided dynamically. Identifying critical decision-making points is a major factor in the success of evaluating a game.
Drill – A drill is a coordinated, supervised activity, usually employed to validate a specific function or capability in a single agency or organization. Drills are commonly used to provide training on new equipment, validate procedures or practice and maintain current skills. For example, drills may be appropriate for establishing a community-designated disaster receiving center or shelter. Drills can also be used to determine if plans can be executed as designed, to assess whether more training is required, or to reinforce best practices. A drill is useful as a stand-alone tool, but a series of drills can be used to prepare several organizations to collaborate in a Full-Scale Exercise (FSE).
For every drill, clearly defined plans, procedures and protocols need to be in place.
Personnel need to be familiar with those plans and trained in the processes and procedures to be drilled.
Functional Exercise – Functional Exercises (FEs) are designed to validate and evaluate capabilities, multiple functions and/or sub-functions or interdependent groups of functions. FEs are typically focused on exercising plans, policies, procedures and staff members involved in management, direction, command and control functions. In FEs, events are projected through an exercise scenario with event updates that drive activity, typically at the management level. An FE is conducted in a realistic, real-time environment; however, movement of personnel and equipment is usually simulated.
FE controllers typically use a Master Scenario Events List (MSEL) to ensure that participant activity remains within predefined boundaries and exercise objectives are accomplished.
Simulators in a Simulation Cell (SimCell) can inject scenario elements to simulate real events.
Full Scale Exercise – Full Scale Exercises (FSEs) are typically the most complex and resourceintensive type of exercise. They involve multiple agencies, organizations and jurisdictions and validate many facets of preparedness. FSEs often include many participants operating under cooperative systems such as the ICS or Unified Command.
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In an FSE, events are projected through an exercise scenario with event updates that drive activity at the operational level. FSEs are usually conducted in a real-time, stressful environment that is intended to mirror a real incident. Personnel and resources may be mobilized and deployed to the scene, where actions are performed as if a real incident had occurred. The FSE simulates reality by presenting complex and realistic problems that require critical thinking, rapid problem solving and effective responses by trained personnel.
The level of support needed to conduct an FSE is greater than that needed for other types of exercises. The exercise site for an FSE is usually large, and site logistics require close monitoring. Safety issues, particularly regarding the use of props and special effects, must be monitored. Throughout the duration of the exercise, many activities occur simultaneously.
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AUTHORITIES AND REFERENCES
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AUTHORITIES AND REFERENCES
AUTHORITIES AND REFERENCES
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AUTHORITIES AND REFERENCES
Emergency response, like all governmental action, is based on legal authority. The City of Santa Clara Emergency Operations Plan (EOP), follows federal, state, and local regulations and guidelines. Additionally, best practices and lessons-learned have also been integrated into this plan where possible; these were identified in the review of after-action reports from recent national large-scale disasters, incidents and events (to include Stafford Act, non-Stafford Act, terrorist non-Stafford act and off-shore non-Stafford act incidents and events).
FEDERAL
• Robert T. Stafford Disaster Relief and Emergency Assistance Act (PL 93-288) as amended • Homeland Security Act of 2002 (PL 107-296)
• Presidential Policy Directive / PPD-8: National Preparedness • Homeland Security Presidential Directive / HSPD-5: Management of Domestic Incidents • Post-Katrina Emergency Management Reform Act of 2006 (PL 109-295) • Pets Evacuation and Transportation Standards Act of 2006 (PL 109-308) • Improving Access to Services for Persons with Limited English Proficiency (Executive Order 13166)
• Individuals with Disabilities in Emergency Preparedness (Executive Order 13347) • Americans with Disabilities Act of 1990 (PL 101-336) as amended • Rehabilitation Act of 1973 (PL 93-112, Section 504) as amended • Civil Rights Act of 1964 (PL 88-352, Section VI)
• Federal Civil Defense Act of 1950 (PL 920)
• National Incident Management System (2017)
• National Response Framework (2019)
• Comprehensive Preparedness Guide (CPG) 101: Developing and Maintaining Emergency Operations Plans (2021)
STATE
• California Emergency Services Act (Title 2, Division 1, Chapter 7 of the Government Code)
• California Disaster Assistance Act (Title 19, Division 2, Chapter 6 of the California Code of Regulations)
• Standardized Emergency Management System (Title 19, Division 2, Chapter 1 of the California Code of Regulations)
• Standardized Emergency Management System Guidelines
• State of California Emergency Plan
• California Disaster and Civil Defense Master Mutual Aid Agreement • California Law Enforcement Mutual Aid Plan
• California Coroners’ Mutual Aid Plan
• California Fire Service and Rescue Emergency Mutual Aid Plan
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• California Constitution (Article XI: Local Government) • Disaster Service Worker (Title 1, Division 4, Chapter 8 of the Government Code and Section 3211.92 of the Labor Code)
• California Assembly Bill 2311. Emergency Services: Access and Functional Needs. (2016) • California Senate Bill 833. Emergencies: Office of Emergency Services: Guidelines: Alert and Warning Systems. (2018)
• California Senate Bill 160. Emergency Services: Cultural Competence. (2019) • California Senate Bill AB 781 Emergency Services: Persons with Pets (2023) LOCAL
• County of Santa Clara Ordinance Code, Division A8: Civil Protection and Emergency Services
• Santa Clara County Operational Area Disaster Response and Recovery Organization Interim Agreement 1995
• Santa Clara City Code, Chapter 2.140 Disaster Ordinance • Santa Clara City Code, Chapter 15.60 Municipal Fire and Environmental Code
AFTER-ACTION REPORTS/INCIDENT EVENTS REVIEWED DURING PLAN
DEVELOPMENT
• Super Bowl 50 After-Action Report, City of Santa Clara, 2016 • Super Bowl 50 After-Action Report, County of Santa Clara, 2016 • Gilroy Garlic Festival Active Shooter Event, County of Santa Clara, 2019 • CoViD-19 Pandemic Response Review, City and County of Santa Clara, 2023 • San Diego Wildfires After Action Report, May 2014
• NYC Hurricane Sandy After Action Report, New York 2013 • Hurricane Sandy FEMA After-Action Report, Federal Emergency Management Agency, 2013
• After Action Report for the Response to the 2013 Boston Marathon Bombings, Massachusetts Emergency Management Agency
• U.S. Response to the Ebola Epidemic in West Africa, Fact Sheet, 2014 • Incident Specific Preparedness Review (ISPR)—Deepwater Horizon Oil Spill, U.S. Coast Guard, Department of Homeland Security, March 2011
In addition to the above AAR’s, lessons learned from Operational Area practitioners deployed through the California Emergency Management Mutual Aid system and the FEMA Emergency Management Assistance Compact to Chico, Lak, Santa Barbara and Sonoma Counties in the State of California, and the State of North Carolina, informed this document.
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GLOSSARY
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GLOSSARY
GLOSSARY
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ACRONYMS
ADA Americans with Disabilities Act
AFN Access and Functional Needs
ALERT Automated Local Evaluation in Real Time
ARES Amateur Radio Emergency Services
CADRE Collaborating Agencies Disaster Relief Effort
CAL FIRE California Department of Forestry and Fire Protection Cal OES California Governor’s Office of Emergency Services CBO Community-Based Organization
CERT Community Emergency Response Team
DOC Department Operations Center
DPEC Disaster Preparedness Executive Committee
DSW Disaster Service Worker
EMS Emergency Medical Services
EAS Emergency Alert System
EF Emergency Function
EMPG Emergency Management Performance Grant
EOAC Santa Clara County Emergency Operational Area Council EOC Emergency Operations Center
EOP Emergency Operations Plan
ESF Emergency Support Function
FE Functional Exercise
FEMA Federal Emergency Management Agency
FSE Full-Scale Exercise
HSPD Homeland Security Presidential Directive
HSEEP Homeland Security Exercise and Evaluation Program IC Incident Commander
ICP Incident Command Post
ICS Incident Command System
IPAWS Integrated Public Alert and Warning System
JIC Joint Information Center
JIS Joint Information System
MAC Multi-Agency Coordination
MACS Multi-Agency Coordination System
MMAA California Master Mutual Aid Agreement
MSEL Master Scenario Events List
NRF National Response Framework
NGO Non-Governmental Organization
NIMS National Incident Management System
NWS National Weather Service
OA Operational Area
OA EOC Operational Area Emergency Operations Center
OASIS Operational Area Satellite Information System
OEM Office of Emergency Management
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PG&E Pacific Gas and Electric Company
PIO Public Information Officer
PL Public Law
PNP Private Non-Profit
PPD Presidential Policy Directive
RACES Radio Amateur Civil Emergency Services
REOC Regional Emergency Operations Center
SCCD Santa Clara City Code
SCC EMA Santa Clara County Emergency Managers Association SCVWD Santa Clara Valley Water District, a/k/a Valley Water SEMS Standardized Emergency Management System
SimCell Simulation Cell
SMS Short Message Service
SOC State Operations Center
SOP Standard Operating Procedures
SVIRA Silicon Valley Interoperability Radio Authority
SVP Silicon Valley Power
TTX Tabletop Exercise
VOAD Voluntary Organizations Active in Disasters
VTA Santa Clara Valley Transportation Authority
WEA Wireless Emergency Alert
DEFINITIONS
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DEFINITIONS
Accessible – A facility is accessible if it has the legally required features and/or qualities that ensure entrance, participation, and usability of places, programs, services and activities by individuals with a wide variety of disabilities.
Affected Population – Anyone who has been displaced, injured or suffered some loss due to a disaster.
American Red Cross (Red Cross) – The Red Cross is a humanitarian organization, led by volunteers, that provides relief to victims of disasters and helps people prevent, prepare for and respond to emergencies. It does this through services that are consistent with its Congressional Charter and the Principles of the International Red Cross Movement.
Americans with Disabilities Act (ADA) – The Americans with Disabilities Act prohibits discrimination against people with disabilities in employment, transportation, public accommodation, communications and governmental activities. The ADA also establishes requirements for telecommunications relay services.
Annex – An annex is an addition to a document.
Appendix – Appendices provide relevant information already referenced in the guidance.
Typically, this includes forms used or other necessary information.
Catastrophe – A series of cascading human-caused/influenced events or incidents with or without a human caused genesis, the adverse effects/consequences of which are potentially, seemingly or definitively irreversible.
Civil Unrest – Civil unrest involves a disruption of the typical social order; it can involve a strike or protest, and it can be non-violent or involve violence. Riots and rebellions are both forms of civil unrest.
Community-Based Organization (CBO) – Non-profit organizations that operate within a single local community and constitute a subset of the wider group of NGOs. They are frequently run by volunteers and often self-funding. Some are formally incorporated with written charters and boards of directors, while others are much smaller and more informal.
Crisis – Phenomenon, event, active threat or trend, with or without specific location, posing seemingly inevitable harm to life, property, environment, organizational performance, reputation or way of life reasonably or ethically necessitating deliberate urgent intervention. (A crisis may be local, national or global.)
Dam Failure – Partial or complete collapse of a dam causing downstream flooding.
Disaster – Any natural event or emergency (hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm,
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drought, etc.), or, regardless of cause, any fire, flood or explosion which the President determines to be of such severity as to warrant major federal disaster assistance.
Disaster Service Worker (DSW) – The Disaster Service Worker program is a state-funded worker’s compensation program for government employees and affiliated volunteers who provide services to protect the health and safety, and preserve the lives and property, of the people of California. Government-affiliated volunteers, including members of the public who spontaneously volunteer to assist during a disaster, may be registered as DSWs under California’s DSW Volunteer Program.
Emergency – Incident(s) or crisis(es) (air pollution, fire, flood, storm, epidemic, riot, drought, sudden/severe energy shortage, plant or animal infestation or disease, Governor’s warning of earthquake/volcanic predictions and earthquakes, etc.) posing threat to safety of persons, property or the environment that exceeds an organization’s resources/capability.
Emergency Medical Services (EMS) – A service providing out-of-hospital, acute medical care, transport to definitive care and other medical transport to patients with illnesses and injuries which prevent the patient from transporting themselves.
Emergency Operations – Actions taken during an emergency to protect life and property, care for the people affected and restore essential community services.
Emergency Operations Center (EOC) – A site from which government officials coordinate, monitor, and support response activities during an emergency.
Emergency Operations Plan (EOP) – A document that describes how people and property will be protected in disaster and disaster threat situations; details who is responsible for carrying out specific actions; identifies the personnel, equipment, facilities, supplies and other resources available for use in the disaster; and outlines how all actions will be coordinated.
Evacuation – Organized and supervised dispersal of people from dangerous or potentially dangerous areas.
Evacuee – All persons removed or moving from areas threatened or struck by a disaster.
Federal Emergency Management Agency (FEMA) – The Federal Emergency Management Agency (FEMA) is the federal agency responsible for coordinating emergency planning, preparedness, risk reduction, response and recovery. The agency works closely with state and local governments by funding emergency programs and providing technical guidance and training.
These coordinated activities at the federal, state and local levels ensure a broad-based emergency program to ensure public safety and protect property.
Flood – A general and temporary condition of inundation of normally dry land areas from overflow of inland or tidal waters, unusual or rapid accumulation or runoff of surface waters, or mudslides/mudflows caused by accumulation of water.
Hazard – Any source of danger or element of risk to people or property.
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Hazardous Material – Any substance or material that, when involved in an accident and released in sufficient quantities, poses a risk to people’s health, safety, and/or property. These substances and materials include explosives, radioactive materials, flammable or combustible liquids or solids, poisons, oxidizers, toxins and corrosive materials.
Incident – The physical manifestation of a crisis, event, or occurrence that has adversely affected life, property or the environment, requiring the response of at least one individual.
Incident Command System (ICS) – The Incident Command System (ICS) is a standardized emergency management concept designed to provide an integrated organizational structure for managing emergencies, and to enable coordinated emergency response across jurisdictional boundaries. ICS is the combination of facilities, equipment, personnel, procedures and communications operating within a common organizational structure, designed to aid in the management of resources during emergencies. It is based on proven management tools that contribute to the strength and efficiency of the overall system.
Limited English Proficiency – Persons who do not speak English as their primary language and who have a limited ability to read, speak, write or understand English. Such communication barriers may require an interpreter or document translation in order to provide meaningful access to information.
Local Jurisdiction – Local jurisdiction refers to the cities, towns, school districts and special districts that are encompassed within the geographical borders of the County of Santa Clara. In the case of unincorporated areas, local jurisdiction refers to the county itself.
Mitigation – Pre-event planning and actions that aim to lessen the occurrence or effects of potential disaster.
Mobilization – The process and procedures used by federal, state and local organizations for activating, assembling and transporting resources that have been requested to respond to or support an incident.
Multi-Agency Coordination (MAC) – The participation of government and other organizations involved at any level of the SEMS organization working together in a coordinated effort to facilitate decisions for overall emergency response activities, including the sharing of critical resources and the prioritization of incidents.
Multi-Jurisdiction Incident – An incident where multiple jurisdictions have a statutory responsibility. Under ICS, these incidents will be managed under Unified Command.
Mutual Aid – The voluntary aid and assistance by the provision of services and facilities, including, but not limited to fire, police, medical and health, communication, transportation and utilities.
Mutual aid is intended to provide adequate resources, facilities and other support to jurisdictions whenever their own resources prove to be inadequate to cope with a given situation.
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Mutual Aid Agreement – Written agreement between agencies and/or jurisdictions in which they agree to assist one another upon request, by furnishing personnel and equipment.
Natural Disaster – Any hurricane, tornado, storm, flood, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, fire or other catastrophe which causes, or which may cause, substantial damage or injury to civilian property or persons.
National Incident Management System (NIMS) – The National Incident Management System (NIMS) provides a comprehensive approach to emergency management for all hazards. NIMS integrates existing best practices into a consistent nationwide approach to domestic emergency management that is applicable to all jurisdictional levels (public and private) and across functional disciplines. NIMS is based on a balance of flexibility and standardization. NIMS is flexible and allows government and private entities at all levels to work together to manage domestic emergencies, regardless of their cause, size, location or complexity. NIMS also provides a set of standardized organizational structures.
National Response Framework – The National Response Framework (NRF) presents the guiding principles that enable all response partners to prepare for and provide a unified national response to disasters and emergencies—from the smallest incident to the largest catastrophe.
The Framework establishes a comprehensive, national, all-hazards approach to domestic incident response. The Framework documents the key response principles, roles and structures that organize national response. It describes how communities, states, the federal government, and private-sector and non-governmental partners apply these principles for a coordinated, effective national response. The Framework describes special circumstances where the Federal Government exercises a larger role, including incidents where Federal interests are involved and catastrophic incidents where a State would require significant support. It allows first responders, decision makers, and supporting entities to provide a unified national response.
Non-Governmental Organization (NGO) – An entity with an association that is based on interests of its members, individuals or institutions, and that is not created by a government, but may work cooperatively with government. Such organizations serve a public purpose, not a private benefit.
Examples of NGOs include faith-based charity organizations and the Red Cross.
Office of Emergency Management (OEM) – OEM is the lead agency in fulfilling the City’s responsibility under the California Emergency Services Act.
Operational Area (OA) – A geographical area that encompasses all local governments within a county, including the county. The OA serves as the coordination and communications link between the local government and the state. The OA prioritizes resources and coordinates mutual aid among entities within the OA. Each OA is responsible for activating and operating an EOC.
Operational Area Emergency Operations Center (OA EOC) – The physical location at which the coordination of information and resources to support OA activities normally takes place.
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Plan – A document that describes the broad, overall jurisdictional response to potential extraordinary emergencies or disasters.
Preparedness – The range of deliberate, critical tasks and activities necessary to build, sustain, and improve operational capability. Preparedness is a continuous process involving efforts at all levels of government and between government and private-sector and NGOs to identify threats, determine vulnerabilities, and identify required resources. Preparedness is operationally focused on establishing guidelines, protocols and standards for planning, training and exercises, personnel qualification and certification, equipment certifications and publication management.
Recovery – The long-term activities beyond the initial emergency response phase of disaster operations that focus on returning all systems in the community to a normal status or to reconstitute these systems to a new condition that is less vulnerable.
Resources – Personnel and equipment available, for assignment to incidents or to EOCs.
Response – Activities that address the direct effects of an incident; immediate actions to save lives, protect property.
Shelter – Facilities providing safe, sanitary, and secure refuge before, during, and after disaster incidents. (Note: This may also include some facilities that provide immediate necessary safe haven sheltering during an incident but are not capable of ongoing operations once other options are available.) Shelters may include general population, medical needs or household pet shelters.
Special District – A unit of local government (other than a city or county) with authority or responsibility to own, operate or maintain a project (e.g., a water district).
Standardized Emergency Management System (SEMS) – The Standardized Emergency Management System (SEMS) is used to manage emergency responses in California. SEMS consists of five (5) hierarchical levels: field, local, operational area, regional and State. SEMS incorporates the principles of the Incident Command System, the Master Mutual Aid Agreement, existing discipline-specific mutual aid agreements, the Operational Area concept, and multi-agency or interagency coordination and communication. Under SEMS, response activities are managed at the lowest possible organizational level.
State of Emergency – An eminent impending incident(s) or crisis(es) posing threat to safety of persons, property, or the environment likely to exceed resources/capability of the proclaiming political jurisdiction, or, the existence of an active incident which threatens a population and the adequacy of local resources is unknown.
Terrorism – The use of, or threatened use of, criminal violence against civilians or civilian infrastructure to achieve political ends through fear and intimidation.
Threat – Communicated, demonstrated or inferred intent and potential capability to harm life, property, environment, organizational performance or way of life.
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Volunteer Organizations Active in Disasters (VOAD) – Established disaster relief organizations, which, for the most part, are faith-based and national in scope, yet play a major role in disaster recovery at the local level. Services include, but are not limited to:
• Repairing and replacing low-income housing
• Mass feeding services
• Home clean-up and repairs
• Facilities for in-kind disaster relief supplies
• Disaster childcare
• Material resources (e.g., blankets, health kits, and clean up kits) • Trauma, stress, or grief care for responders and affected population • Shelter management
• Emergency sheltering of animals
• Clean-up and debris removal
• 2-1-1 information and referral
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APPENDIX A – CITY OF SANTA CLARA POTENTIAL EOP ANNEXES
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APPENDIX A – CITY OF SANTA CLARA
POTENTIAL EMERGENCY OPERATIONS
PLAN ANNEXES
APPENDIX A – CITY OF SANTA CLARA POTENTIAL EOP ANNEXES
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The following is a list of potential hazard-specific and function-specific annexes to the City of Santa Clara Emergency Operations Plan, which would detail supplemental response-phase considerations or activities specific to the identified functions or hazards relevant to the City.
While the EOP is written in such a way as to allow a flexible and broad approach to all-hazards events and incidents, some hazard-specific or function-specific considerations may be useful to outline and may expedite responses or improve response or coordination efficiency. All, some, or none of the annexes may be developed, and may each require a dedicated “wholecommunity” planning effort with an established planning team of functional subject matter practitioners. In the absence of these annexes, the City will employ best practices and refer to existing model documents at the County, State and Federal level.
ANIMAL AND PET CARE – An “Animal and Pet Care Annex to the City of Santa Clara Emergency Operations Plan” may identify responsible agencies—public, private, and volunteer—that are responsible for providing animal and pet care during an emergency, to include; rescue, evacuation, shelter, or care of household pets. Currently City libraries allow pet access during extreme heat and cold weather events.
CONSTRUCTION, ENGINEERING, AND INFRASTRUCTURE – A “Construction, Engineering, and Infrastructure Annex to the City of Santa Clara Emergency Operations Plan” may detail preincident and post-incident assessment process for public works and infrastructure; establish protocols for providing technical engineering; and construction management assistance (or guidance on how to obtain such technical assistance). Additionally, this annex should provide a damage assessment framework, while documenting steps to begin needed restoration of damaged infrastructure and public facilities.
CRISIS/EMERGENCY COMMUNICATION – A “Crisis/Emergency Communication Annex to the City of Santa Clara Emergency Operations Plan” would likely provide a framework for the most efficient, accurate, and thorough dissemination of information. It would outline the conduct and coordination of public information activities and establish a mutual understanding of responsibilities, functions, and operations within the OA using the Joint Information System as a foundational model.
DEBRIS MANAGEMENT – A “Debris Management Annex to the City of Santa Clara Emergency Operations Plan” would identify points-of-collection for debris following a disaster, procedures for monitoring such debris for both environmental impact and reimbursement purposes and delineate the jurisdictional & contracted roles & responsibilities for debris planning, removal, monitoring and management activities.
DISASTER COST RECOVERY – A “Disaster Cost Recovery Annex to the City of Santa Clara Emergency Operations Plan” would outline the disaster cost recovery process, to include the establishment of necessary roles and responsibilities for City departments and staff; prepare best practices for long-term recovery efforts and documentation; and ensure compliance with all applicable local, State and Federal laws, regulations and rules.
APPENDIX A – CITY OF SANTA CLARA POTENTIAL EOP ANNEXES
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EARTHQUAKE – An “Earthquake Annex to the City of Santa Clara Emergency Operations Plan” may provide guidance on coordination among City departments and within the OA related to earthquake-specific response considerations.
EMERGENCY MANAGEMENT – An “Emergency Management Annex to the City of Santa Clara Emergency Operations Plan” would provide specific information regarding the Emergency Operations Center (i.e., organization, training requirements, activation/notification procedures, considerations for sustained operations, etc.).
EMERGENCY PROCUREMENT – An “Emergency Procurement Annex to the City of Santa Clara Emergency Operations Plan” would establish in advance a policy for purchasing in an emergency, with pre-established spending limits, account codes, and available procurement cards for spending.
FLOOD – A “Flood Annex to the City of Santa Clara Emergency Operations Plan” would provide guidance on coordination among City departments and within the OA related to flood-specific response considerations.
LOGISTICS AND RESOURCE MANAGEMENT – A “Logistics and Resource Management Annex to the City of Santa Clara Emergency Operations Plan” would provide a framework for the integration of internal and external logistics partners (agencies in and out of the emergency operations structure) through collaborative planning, sourcing, acquisition and utilization of resources with the purpose of re-establishing self-sufficiency as rapidly as possible. Additionally, this annex could establish a platform for collecting and sharing information pertaining to key equipment needed during common hazard types.
MASS CARE AND SHELTER – A “Mass Care and Shelter Annex to the City of Santa Clara Emergency Operations Plan” should define the City disaster sheltering organization in relation to the Operational Area, operational concepts, and responsibilities to provide care and shelter (including for persons with pets, which are currently allowed in City libraries during extreme heat and cold weather events).
MASS FATALITY – A “Mass Fatality Annex to the City of Santa Clara Emergency Operations Plan” would provide guidance on coordination among City departments and within the OA, specifically the Medical Examiner-Coroner’s Office, related to mass fatality-specific response considerations.
PUBLIC HEALTH AND MEDICAL EMERGENCY – A “Public Health and Medical Emergency Annex to the City of Santa Clara Emergency Operations Plan” would address public health and medical emergencies through all emergency phases and the role of the City in such an event. Additionally, in an effort to plan for public health and medical emergencies more comprehensively throughout all emergency phases, the topics of pandemic and behavioral health would be specifically addressed.
APPENDIX A – CITY OF SANTA CLARA POTENTIAL EOP ANNEXES
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SEVERE WEATHER – A “Severe Weather Annex to the City of Santa Clara Emergency Operations Plan” would provide guidance regarding the coordination among City departments and within the OA, related to severe weather-specific response considerations and triggers, including extreme heat, cold weather, and the activation of heating and cooling respite locations (inclusive of pets).
SPECIAL EVENT/LARGE EVENT – A “Special Event Annex to the City of Santa Clara Emergency Operations Plan” would provide guidance regarding the coordination among City departments and within the OA, drawing on lessons learned from previous large special events (such as the Super Bowl or World Cup at Levi’s Stadium).
TERRORISM, COORDINATED ATTACK, AND CIVIL UNREST – A “Terrorism, Coordinated Attack, and Civil Unrest Annex to the County of Santa Clara Emergency Operations Plan” would provide guidance regarding the coordination among City departments and within the OA, related to terrorism, coordinated attack and civil unrest-specific response considerations and triggers.
TRANSPORTATION – A “Transportation Annex to the City of Santa Clara Emergency Operations Plan” would establish a framework for monitoring and reporting the status of and damage to the transportation system and related infrastructure as a result of a disaster. The annex may also identify (or help facilitate the identification of) temporary alternative transportation solutions that could be implemented when systems or related infrastructure are damaged, unavailable, or overwhelmed.
VOLUNTEER AND DONATION MANAGEMENT – A “Volunteer and Donation Management Annex to the City of Santa Clara Emergency Operations Plan” would detail volunteer and donations management strategies related to outreach and education programs, guidance on volunteer integration, procedures to activate a Volunteer/Donations Coordination Team, call centers, relevant points of contact, safety and security considerations and a demobilization process.
APPENDIX A – CITY OF SANTA CLARA POTENTIAL EOP ANNEXES
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APPENDIX B– FEDERAL / STATE / LOCAL CROSSWALK
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City of Santa Clara
APPENDIX B – FEDERAL / STATE / LOCAL CROSSWALK
APPENDIX B– FEDERAL / STATE / LOCAL CROSSWALK
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City of Santa Clara
FEDERAL / STATE / LOCAL CROSSWALK
This table provides a crosswalk that approximates equivalent terms used by the City of Santa Clara and the County Operational Area, the State of California, and the Federal Government.
APPENDIX B– FEDERAL / STATE / LOCAL CROSSWALK
Office of Emergency Management P a g e | A-8
City of Santa Clara
Emergency Operations
Plan
All Risk / Multi-hazard
Functional Plan
Adopted on June 21, 2016 by the City Council
TABLE OF CONTENTS
Part One - BASIC PLAN
1.1 Purpose and Scope.................................................................................................... 6
1.2 Authorities and Regulations ....................................................................................... 6
1.3 Preparedness Elements............................................................................................11
1.4 Situation and Assumptions........................................................................................12
1.5 Concept of Operations ..............................................................................................12
1.6 Statewide Emergency Management System.............................................................21
1.7 Emergency Functions ...............................................................................................35
1.8 Emergency Resources Management ........................................................................36
1.9 Continuity of Government..........................................................................................37
1.10 Public Awareness and Education..............................................................................37
1.11 Training, Tests, and Exercises ..................................................................................37 Part Two – ANNEXES
Annex A............................................................................................................................. A-1 Annex B............................................................................................................................. B-1 Annex C ............................................................................................................................ C-1 Annex D ............................................................................................................................ D-1 Annex E............................................................................................................................. E-1 Annex H ............................................................................................................................ H-1 Annex K............................................................................................................................. K-1 Annex T............................................................................................................................. T-1