THIRD AMENDMENT TO AGREEMENT NO. CW2239572
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
BOSCO OIL COMPANY DBA. VALLEY OIL COMPANY
This is the Third Amendment to the agreement between the County of Santa Clara (“County”) and Bosco Oil Company dba. Valley Oil Company (“Contractor”), effective January 12, 2021, and as amended from time to time (collectively, the “Agreement”), to provide Unleaded Fuel 87 Octane for the County. The County and Contractor may be referred to herein individually as a “Party” and collectively as the “Parties.” This Amendment is covered under Resolution BOS-2024-120, adopted by the County of Santa Clara Board of Supervisors on September 24, 2024 (legislative file 121759), and providing for the Delegation of Authority to the Chief Executive Officer or designee relating to the potential purchase of Regional Medical Center and related assets.
The Parties agree as follows:
1. Amendment Effective Date. This Third Amendment is effective as of the date it is fully executed as set forth below (the “Amendment Effective Date”).
2. Key Provision, AUTHORIZED USER, is amended to add the following County site:
Regional Medical Center
225 North Jackson Avenue
San Jose, California 95116
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Prepared by Juan-Carlos Aguila, Buyer III at (408) 491-7456 or juan[email protected].
Administered by Samuel Hirsch, Buyer III at (408) 491-7485 or [email protected] and Ralph Murrieta, Buyer I at 408-491-7489 or [email protected].
The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations, and understandings concerning such subject matter.
Third Amendment to Agreement CW2239572
Between County of Bosco Oil Company dba. Valley Oil Company
By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
__________________________________ By: ____________________ Matthew Hada Date
Director of Procurement
Print: ____________________
Title: _____________________
____________________________________
County Executive or Designee Date
Date:_____________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Robert Nakamae Date
Deputy County Counsel
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400
Board of Supervisors: Sylvia Arenas, Betty Duong, Otto Lee, Susan Ellenberg, Margaret Abe-Koga County Executive: James R. Williams
FOURTH AMENDMENT TO AGREEMENT # CW2239572
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
BOSCO OIL COMPANY DBA VALLEY OIL COMPANY
This is the Fourth Amendment to the Agreement between the County of Santa Clara (“County”) and Bosco Oil Company dba Valley Oil Company (“Contractor”) entered into on January 12, 2021 to provide Unleaded Fuel 87 Octane for the County.
This Agreement is amended as follows effective December 5, 2025:
1. Key Provision, AGREEMENT TERM, on page # 1 is hereby revised to read as follows:
“This Agreement commences on January 12, 2021 and expires on January 11, 2027, unless terminated earlier or otherwise amended.”
2. Key Provision, COUNTY CONTRACT ADMINISTRATOR, on page # 2 is hereby revised as follows:
Ralph J. Murrieta, Jr., Buyer II
(408) 491-7489; [email protected]
3. EXHIBIT A, “COUNTY OF SANTA CLARA STANDARD TERMS AND CONDITIONS,” is hereby revised as follows:
a) Section 13 is hereby deleted in its entirety and replaced with the following:
13. PAYMENT
County’s standard payment term shall be Net Thirty (30), unless otherwise agreed to by the parties. Payment shall be due Net Thirty (30) days from the date of receipt and approval of correct and proper invoices. Payment is deemed to have been made on the date County mails the warrant or initiates the electronic funds transfer.
b) Section 33 is hereby deleted in its entirety and replaced with the following:
33. INDEMNITY
Notwithstanding any other provision of this Agreement, Contractor shall indemnify, release, hold harmless, and defend, with counsel approved by County, County and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection !$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
2 with, performance of this Agreement by Contractor and/or its officers, agents, employees, or sub- contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for County as allowed by law.
Contractor shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which Contractor contests its obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest.
c) Section 43 is hereby deleted in its entirety and replaced with the following:
43. CALIFORNIA PUBLIC RECORDS ACT
County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, County will make reasonable efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time County is required to respond to the CPRA request, County may disclose the requested information.
Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorneys’ fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by Contractor. d) Section 44 is hereby deleted in its entirety and replaced with the following:
44. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
Contractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicable requirements governing avoidance of impermissible client conflicts; and (2) federal, state and local conflict of interest and disclosure laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by County.
!$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
3 In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to Contractor’s employees, agents, and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to County under this Agreement. Contractor shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity.
Contractor shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to this paragraph understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable conflict of interest and disclosure laws and regulations, and shall file Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. e) Section 55 is hereby deleted in its entirety and replaced with the following:
55. SURVIVAL
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upon termination or expiration of this Agreement, including but not limited to those listed in the “Disentanglement” Section.
!$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
4 f) Section 56 is hereby deleted in its entirety and replaced with the following:
56. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be construed and interpreted according to the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions shall be exclusively vested in state court in Santa Clara County. The parties agree that subject matter and personal jurisdiction are proper in state court in Santa Clara County, and waive all venue objections.
g) Section 62 is hereby deleted in its entirety and replaced with the following:
62. INFORMATION SECURITY COMPLIANCE
(1) For purposes of this section, the following definitions shall apply:
(A) “Breach” means unauthorized access to, or use of, County Data or information security networks or systems that compromises confidentiality, integrity, and/or availability of those systems or County Data.
(B) “Independent Penetration Testing,” or “pen testing,” means County's practice, by using an independent third party, of testing a computer system, network or web application to find security vulnerabilities that an attacker could exploit.
(C) “Risk Assessment” means the process by which County's Information Security Office (“ISO”) assesses (i) Contractor's information security program, and related aspects, by identifying, analyzing, and understanding how Contractor will store, process and transmit County Data; and (ii) the potential impact on County of any security risks, weaknesses and threats related to safeguarding County assets and County Data. The Risk
Assessment usually includes the ISO's evaluation of
documentation provided by Contractor.
(2) Contractor shall do all of the following:
(A) Maintain or improve upon its information security posture at the time of County’s initial Risk Assessment as reasonably
determined by County. Contractor shall provide written notice to ISO of any changes or deficiencies to its information security posture.
(B) Protect the confidentiality, integrity, and availability of County’s data and comply with any information security requirements provided to Contractor by the ISO for the entire term of the Agreement.
(C) Follow any updated security requirements for the remaining term of the Agreement if County re-evaluates the Risk Assessment, conducts periodic audits, and/or completes annual Independent Penetration Testing.
(D) Upon discovering any Breach that could impact County, whether caused by Contractor, its officers, employees, contractors or agents or others, Contractor shall notify the ISO at
[email protected] within 24 hours. Contractor !$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
5 shall also comply with all of its other obligations in this Agreement relating to breaches and potential breaches.
h) Section 67 is hereby deleted in its entirety and replaced with the following:
67. CLICK-THROUGH AGREEMENTS AND CONTRACTOR POLICIES
(1) No provisions of any shrink-wrap or any click-through agreement (or other form of “click to accept” agreement) that may routinely accompany any products or services acquired under this Agreement shall apply in place of, or serve to modify any provision of this Agreement, even if a user or authorized officer of County purports to have affirmatively accepted such shrink-wrap or click through provisions. Without limiting the foregoing, no “terms of use,” “privacy policy” or other policy on Contractor’s website or application (collectively, “Policies”) or another website that may routinely accompany any products or services acquired under this Agreement shall apply in place of or serve to modify any provision of this Agreement.
(2) For the avoidance of doubt and without limiting the foregoing, in the event of a conflict between any such shrink- wrap, click-through provisions or Policies (irrespective of the products or services that such provisions attach to) and any term or condition of this Agreement, the relevant term or condition of this Agreement shall govern to the extent of any such conflict. Only the provisions of this Agreement as amended from time to time, and executed by the parties, shall apply to County and or authorized user.
(3) The parties acknowledge that County and or authorized users may be required to click “Accept” as a routine condition of access to services through Contractor’s website or other application. Such click-through provisions or Policies on Contractor’s website shall be null and void for County and/or each such authorized user and shall only serve as a mechanical means for accessing such services.
i) Section 68 “COVID-19 REQUIREMENTS” (IF APPLICABLE) is deleted in its entirety:
68. COVID-19 REQUIREMENTS (IF APPLICABLE)
Contractor shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference. Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.
!$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
6 j) Add the following provisions:
69. LEVINE ACT COMPLIANCE
Contractor will comply, and will ensure that its agents (as that term is defined under California Government Code section 84308(h)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a covered contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the proceeding, as well as prohibit an agent of the party from making a contribution in any amount to any Elected County Officer during the same time periods. Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at https://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement.
70. ACCESSIBILITY OF WEB CONTENT AND MOBILE APPLICATIONS
INTENDED FOR PUBLIC USE
Any web content and/or mobile application created, modified, or published by the Contractor pursuant to this Agreement for public use shall comply with the Level A and Level AA or higher-level success criteria and conformance requirements specified in the 2018 or a later-published version of the Web Content Accessibility Guidelines 2.1, available at https://www.w3.org/TR/2018/REC-WCAG21-20180605/.
4. EXHIBIT F, “CONTRACTOR CERTIFICATION OF COMPLIANCE WITH COVID-19 VACCINE REQUIREMENTS,” is hereby deleted in its entirety.
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
!$# %!"
Fourth Amendment to Agreement # CW2239572
By and Between the County of Santa Clara and
Bosco Oil Company dba Valley Oil Company
7 The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
Title: _____________________
Date: _____________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Robert Nakamae Date
Deputy County Counsel
!$# %!"
!$
~ Signed by:
~B~~~
~ Signed by:
L ~ F .
Board of Supervisors: Mike Wasserman, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: Jeffrey V. Smith
County of Santa Clara
Office of the County Executive
Procurement Department
150 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400 ● Fax 408-491-7496
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND
WESTERN STATES OIL COMPANY
FOR ULTRA-LOW SULFUR DIESEL AND RENEWABLE DIESEL
4001 TO 6000 GALLONS AND BIG TANKS
This agreement is entered into by and between the County of Santa Clara (the County) and Western States Oil Company (Contractor or Supplier) (the Agreement), for Ultra-Low Sulfur Diesel and Renewable Diesel 4001 to 6000 Gallons and Big Tanks.
The effective date of the Agreement is January 12, 2021. The parties, intended to be bound, mutually agree as follows:
KEY PROVISIONS
AGREEMENT TITLE: Ultra-Low Sulfur Diesel and Renewable Diesel 4001 to 6000 Gallons and Big Tanks
AGREEMENT NUMBER: CW2239583
INITIAL AWARD DATE: January 12, 2021
AGREEMENT TERM: January 12, 2021 through January 11, 2024, unless terminated earlier or otherwise amended with option by
County to renew for two additional one-year periods
COMMODITY NAME / CODE: Bulk Fuel / 405
AUTHORIZED USER: Facilities and Fleet
2265 Junction Ave
San Jose, CA 95131
COUNTY DEPARTMENT
CONTACTS: Dennis Brooks, Fleet Manager
Facilities and Fleet
(408) 468-8901; [email protected]
Agreement CW2239583 Page 2 of 46
Between County of Santa Clara and
Western States Oil Company
SUPPLIER: Western States Oil Company
1790 South Tenth Street
San Jose, CA 95112
SUPPLIER CONTACT: Bob Brown, Special Projects Manager
(408) 351-2328; [email protected]
SUPPLIER NUMBER: 1011225
PURPOSE To establish a contract with Western States Oil Company for Ultra-Low Sulfur Diesel and Renewable
Diesel 4001 to 6000 Gallons and Big Tanks
TAX STATUS: Taxable
PAYMENT TERMS: Net 45
TOTAL AGREEMENT VALUE: Not to Exceed $400,000; Contractor understands that this Not to Exceed amount does not represent a
commitment by County to Contractor.
COUNTY CONTRACT
ADMINISTRATORS: Samuel Hirsch, Buyer II
(408) 491-7485; [email protected]
Chaz Miyamoto, Buyer I
(408) 491-7468; [email protected]
REFERENCES: The following is incorporated and constitutes a material part of the Agreement:
Exhibit A: County of Santa Clara Standard Terms and
Conditions for
Exhibit B: Product and Price Schedule
Exhibit C: Requirements and Specifications
Exhibit D: Insurance Requirements (B-2)
Exhibit E: Federally Required Contract Provisions
//
//
Agreement CW2239583 Page 3 of 46
Between County of Santa Clara and
Western States Oil Company
By signing below, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Agreement, the entity on behalf of which he/she acted, executed this Agreement.
COUNTY OF SANTA CLARA CONTRACTOR
________________________________ By: __________________________ Teresa Cox Date
Senior Strategic Sourcing Officer
Print: __________________________
________________________________ Title: __________________________ Cheryl Liu Date
Director of Procurement
Date:__________________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Sara J. Ponzio
Deputy County Counsel
Date_______________________________
Agreement CW2239583 Page 4 of 46
Between County of Santa Clara and
Western States Oil Company
EXHIBIT A
COUNTY OF SANTA CLARA STANDARD TERMS AND CONDITIONS
DEFINITIONS
a. “County Confidential Information” shall include all material, non-public information (including material, non-public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by County, its agents or employees, to Contractor, its agents or employees, or any of its affiliates or representatives. b. “County Data” shall mean data and information received by Contractor from County. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a contractor for use by County. As between Contractor and County, all County Data shall remain the property of County.
c. “Deliverables” means goods, services, software, hardware, information technology, telecommunications technology, enhancements, updates, new versions or releases, documentation, and any other items to be delivered pursuant to this Agreement, including any such items furnished incident to the provision of services.
d. "Documentation" means manuals and other printed materials (including updates and revisions) necessary or useful to the County in its use or maintenance of the Deliverables provided pursuant to this Agreement.
e. When used in this Agreement, “days” shall refer to calendar days unless stated otherwise.
1. NON-EXCLUSIVE AGREEMENT
The Agreement does not establish an exclusive contract between the County and the Contractor.
The County expressly reserves rights to, without limitation, the following: the right to utilize others to provide products, support and services; the right to request proposals from others with or without requesting proposals from the Contractor; and the unrestricted right to bid any such product, support or service.
2. DELIVERABLES
Contractor agrees to provide the County all Deliverables on terms set forth in the Agreement, including all Exhibits that are attached to the Agreement and incorporated, as well as all necessary equipment and resources. However, this Agreement does not provide authority to ship Deliverables. That authority shall be established by contract release purchase orders placed by the County and sent to Contractor throughout the term of the Agreement. Each and every contract release purchase order shall incorporate all terms of this Agreement and this Agreement shall apply to same.
Any additional or different terms or qualifications sent by Contractor, including, without limitation, electronically or in mailings, attached to invoices or with any deliverables shipped, shall not become part of the contract between the parties. County’s acceptance of Contractor’s offer is expressly made conditional on this statement.
Agreement CW2239583 Page 5 of 46
Between County of Santa Clara and
Western States Oil Company
Contractor shall timely provide to the County, all documentation and manuals relevant to the Deliverables to be supplied, at no additional cost. Such documentation shall be delivered either in advance of the delivery of Deliverables or concurrently with the delivery of Deliverables.
Employees and agents of Contractor, shall, while on the premises of the County, comply with all rules and regulations of the premises, including, but not limited to, security requirements. If required, Contractor shall be responsible for installation, training and knowledge transfer activities in relation to the Deliverables being supplied.
All equipment shall be delivered to a County site specified in the contract release purchase order, or if not so specified therein, in the Statement of Work/Specifications.
Contractor holds itself out as an expert in the subject matter of the Agreement. Contractor represents itself as being possessed of greater knowledge and skill in this area than the average person. Accordingly, Contractor is under a duty to exercise a skill greater than that of an ordinary person, and the manner in which performance is rendered will be evaluated in light of the Contractor’s superior skill. Contractor shall provide equipment and perform work in a professional manner consistent, at minimum, with industry standards.
Contractor represents that all prices, warranties, benefits and other terms being provided hereunder are fair, reasonable and commensurate with the terms otherwise being offered by Contractor to its current customers ordering comparable Deliverables and services.
County does not guarantee any minimum orders.
3. NECESSARY ACTS AND FURTHER ASSURANCES
The Contractor shall at its own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.
4. COUNTING DAYS
Days are to be counted by excluding the first day and including the last day, unless the last day is a Saturday, a Sunday, or a legal holiday, and then it is to be excluded.
5. PRICING
Unless otherwise stated, prices shall be fixed for the term of the Agreement, including all extensions. If any product listed in this Agreement is discontinued or upgraded prior to delivery, Contractor shall extend the same pricing towards a comparable replacement which is functionally equivalent or an upgraded version.
Exhibit B of the Agreement is the basis for pricing and compensation throughout the term of the Agreement.
Notwithstanding the above, if at any time during the term of the Agreement the Contractor offers special, promotional or reduced pricing when compared with the price paid by the County, County shall benefit from that pricing, and that pricing shall apply to the County at the same time that is offered to other entities. Contractor is required, on an ongoing basis, to inform the County of any such special, promotional or reduced pricing.
Agreement CW2239583 Page 6 of 46
Between County of Santa Clara and
Western States Oil Company
6. MODIFICATION
This Agreement or any contract release purchase order may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement contract release purchase order will be binding on County unless it is in writing and signed by the County’s authorized representative.
7. TIME OF THE ESSENCE
Time is of the essence in the delivery of goods by Contractor under this Agreement and any contract release purchase order. If Contractor fails to deliver goods and/or services on time, the Contractor shall be liable for any costs incurred by the County because of Contractor’s delay. For instance, County may purchase or obtain the goods and/or services elsewhere and the Contractor shall be liable for the difference between the price in the Agreement and the cost to the County; or County may terminate on grounds of material and Contractor shall be liable for County’s damages.
The Contractor shall promptly reimburse the County for the full amount of its liability, or, at County’s option, the County may offset such liability from any payment due to the Contractor under any contract with the County.
The rights and remedies of County provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. The acceptance by County of late or partial performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the rights or requirements for the complete and timely performance of any obligation remaining to be performed by the Contractor, or of any other claim, right or remedy of the County.
8. HAZARDOUS SUBSTANCES
If any product being offered, delivered or supplied to the County is listed in the Hazardous Substances List of the Regulations of the Director of Industrial Relations with the California Occupational Safety and Health Standards Board, or if the product presents a physical or health hazard as defined in the California Code of Regulations, General Industry Safety Order, Section 5194 (T8CCR), Hazard Communication, the Contractor must include a Material Safety Data Sheet (MSDS) with delivery, or shipment. Each MSDS must reference the contract/purchase order number, and identify the "Ship To Address". All shipments and containers must comply with the labeling requirements of Title 49, Code of Federal Regulations by identifying the hazardous substance, name and address of manufacturer, and appropriate hazard warning regarding potential physical safety and health hazard.
9. SHIPPING AND RISK OF LOSS
Goods shall be packaged, marked and otherwise prepared by Contractor in suitable containers in accordance with sound commercial practices. Contractor shall include an itemized packing list with each shipment and with each individual box or package shipped to the County. The packing list shall contain, without limitation, the applicable contract release purchase order number.
Unless otherwise specified in writing, all shipments by Contractor to County will be F.O.B. point of destination. Freight or handling charges are not billable unless such charges are referenced on the order. Transportation receipts, if required by contract release purchase order, must accompany invoice. Regardless of F.O.B. point, Contractor agrees to bear all risks of loss, injury, or destruction to goods and materials ordered herein which occur prior to delivery at County’s
Agreement CW2239583 Page 7 of 46
Between County of Santa Clara and
Western States Oil Company
destination; and such loss, injury or destruction shall not release Contractor from any obligation hereunder.
Any shipments returned to the Contractor shall be delivered as F.O.B. shipping point.
10. INSPECTION AND RELATED RIGHTS
All goods and services are subject to inspection, testing, approval and acceptance by the County.
Inspection shall be made within 60 days or a reasonable time after delivery, whichever period is longer. If the goods, services, or the tender of delivery fail in any respect to conform to the contract, the County may reject the entire tender, accept the entire tender, or, if the deliverables are commercially divisible, may, at its option, accept any commercial unit or units and reject the rest.
Contractor shall be responsible to reclaim and remove any rejected goods or items at its own expense. Should Contractor fail to reclaim or remove any rejected goods or items within a reasonable time, County shall, at its option dispose of such goods or items and require reimbursement from Contractor for any costs or expenses incurred.
In the event that the Contractor’s goods are not accepted by County, the Contractor shall be liable for any costs incurred by the County because of such failure by Contractor. For instance, County may purchase or obtain the goods elsewhere and the Contractor shall be liable for the difference between the price in the Agreement and the cost to the County, and any other costs incurred; or County may terminate for cause on grounds of material breach and Contractor shall be liable for County’s damages.
The Contractor shall promptly reimburse the County for the full amount of its liability, or, at County’s option, the County may offset such liability from any payment due to the Contractor under any contract with the County.
The rights and remedies of County provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. The acceptance by County of late or partial performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the rights or requirements for the complete and timely performance of any obligation remaining to be performed by the Contractor, or of any other claim, right or remedy of the County.
11. ADJUSTMENT BY COUNTY
The County reserves the right to waive a variation in specification of goods or services supplied by the Contractor. Contractor may request an equitable adjustment of payments to be made by County if County requires a change in the goods or services to be delivered. Any claim by the Contractor for resulting adjustment of payment must be asserted within 30 days from the date of receipt by the Contractor of the notification of change required by County; provided however, that the County’s authorized representative decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment made for goods and services supplied by Contractor. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor’s claim for adjustment, the County’s authorized representative shall have the right to prescribe the manner of disposition of such property.
Nothing in this clause shall excuse performance by Contractor.
Agreement CW2239583 Page 8 of 46
Between County of Santa Clara and
Western States Oil Company
12. INVOICING
Contractor shall invoice according to Exhibit B of the Agreement. Invoices shall be sent to the County customer or department referenced in the individual contract release purchase order.
Invoices for goods or services not specifically listed in the Agreement will not be approved for payment.
Invoices shall include: Contractor’s complete name and remit-to address; invoice date, invoice number, and payment term; County contract number; pricing per the Agreement; applicable taxes; and total cost.
Contractor and County shall make reasonable efforts to resolve all invoicing disputes within seven (7) days.
13. PAYMENT
The County’s standard payment term shall be Net forty-five (45), unless otherwise agreed to by the parties. Payment shall be due Net forty-five (45) days from the date of receipt and approval of correct and proper invoices.
Payment is deemed to have been made on the date the County mails the warrant or initiates the electronic fund transfer.
14. OTHER PAYMENT PROVISIONS
Notwithstanding anything to the contrary, County shall not make payments prior to receipt of service or goods (i.e. the County will not make “advance payments”). Unless specified in writing in an individual purchase order, the County will not accept partial delivery with respect to any purchase order. Any acceptance of partial delivery shall not waive any of County’s rights on an ongoing basis.
Sales tax shall be noted separately on every invoice. Items that are not subject to sales tax shall be clearly identified.
Contractor shall be responsible for payment of all state and federal taxes assessed on the compensation received under this Purchase Order and such payment shall be identified under the Contractor’s federal and state identification number(s).
The County does not pay Federal Excise Taxes (F.E.T). The County will furnish an exemption certificate in lieu of paying F.E.T. Federal registration for such transactions is: County #94730482K. Contractor shall not charge County for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose, unless expressly authorized by the County.
15. LATE PAYMENT CHARGES OR FEES
The Contractor acknowledges and agrees that the County will not pay late payment charges.
16. DISALLOWANCE
In the event the Contractor receives payment for goods or services, which payment is later disallowed by the County or state or federal law or regulation, the Contractor shall promptly refund the disallowed amount to the County upon notification. At County’s option, the County may offset the amount disallowed from any payment due to the Contractor under any contract with the County.
Agreement CW2239583 Page 9 of 46
Between County of Santa Clara and
Western States Oil Company
17. TERMINATION FOR CONVENIENCE
The County may terminate this Agreement or any order at any time for the convenience of the County, specifying the effective date and scope of such termination.
In no event shall the County be liable for costs incurred by the Contractor as a result of the termination or any loss of profits on the resulting order or portion thereof so terminated. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other materials (collectively referred to as “materials”) prepared by Contractor under this Agreement contract release purchase order shall become the property of the County and shall be promptly delivered to the County. Upon receipt of such materials, County shall pay the Contractor as full compensation for performance, the unit or pro rata price for the thenaccepted portion of goods and/or services. If this Agreement is terminated, neither party may nullify obligations, if any, already incurred prior to the date of termination.
Termination for Convenience may be exercised anytime by and at the sole discretion of the County.
18. TERMINATION FOR CAUSE
County may terminate this Agreement or any order, in whole or in part, for cause upon thirty (30) days written notice to Contractor. For purposes of this Agreement, cause includes, but is not limited to, any of the following: (a) material breach of this Agreement or any contract release purchase order by Contractor, (b) violation by Contractor of any applicable laws or regulations; (c) assignment or delegation by Contractor of the rights or duties under this Agreement without the written consent of County or (d) less than perfect tender of delivery or performance by Contractor that is not in strict conformance with terms, conditions, specifications, covenants, representations, warranties or requirements in this Agreement or any order.
In the event County terminates for cause under this provision, the Contractor shall be liable for any costs incurred by the County because of Contractor’s default. The Contractor shall promptly reimburse the County for the full amount of its liability, or, at County’s option, the County may offset such liability from any payment due to the Contractor under any contract or order with the County.
If, after notice of termination under the provisions of this clause, it is determined for any reason that the Contractor was not in default under this provision of this clause, the County has the option to make its notice of termination pursuant to the Termination for Convenience clause and the rights and obligations of the parties would be in accordance with that provision.
In lieu of terminating immediately upon contractor’s default, County may, at its option, provide written notice specifying the cause for termination and allow Contractor ten (10) days (or other specified time period by the County) to cure. If, within ten (10) days (or other specified time) after the County has given the Contractor such notice, Contractor has not cured to the satisfaction of the County, or if the default cannot be reasonably cured within that time period, County may terminate this Agreement at any time thereafter. County shall determine whether Contractor’s actions constitute complete or partial cure. In the event of partial cure, County may, at its option, decide whether to (a) give Contractor additional time to cure while retaining the right to immediately terminate at any point thereafter for cause; or (b) terminate immediately for cause.
If this Agreement is terminated, neither party may nullify obligations, if any, already incurred prior to the date of termination.
Agreement CW2239583 Page 10 of 46
Between County of Santa Clara and
Western States Oil Company
Notwithstanding any of the above, if County determines that any action by Contractor contributes to the curtailment of an essential service or pose an immediate threat to life, health, or property, County may terminate this Agreement effective immediately without penalty or opportunity to cure upon issuing either oral or written notice to the Contractor.
19. TERMINATION FOR BANKRUPTCY
If Contractor is adjudged to be bankrupt or should have a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of Contractor’s insolvency, the County may terminate this Agreement immediately without penalty. For the purpose of this Section, bankruptcy shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors; insolvency; the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all the party’s duties under this Agreement. If this Agreement is terminated, neither party may nullify obligations, if any, already incurred prior to the date of termination.
20. BUDGETARY CONTINGENCY
Performance and/or payment by the County pursuant to this Agreement is contingent upon the appropriation by the County of sufficient funds for Deliverables covered by this Agreement. If funding is reduced or deleted by the County for services covered by this Agreement, the County may, at its option and without penalty or liability, terminate this Agreement or offer an amendment to this Agreement indicating the reduced amount.
21. DISENTANGLEMENT
Contractor shall cooperate with County and County’s other contractors to ensure a smooth transition at the time of termination of this Agreement, regardless of the nature or timing of the termination. Contractor shall cooperate with County's efforts to ensure that there is no interruption of work required under the Agreement and no adverse impact on the supply of goods, provision of County services or the County activities. Contractor shall return to County all County assets or information in Contractor’s possession.
For any software programs developed for use under the County's Agreement, Contractor shall provide a nonexclusive, nontransferable, fully-paid, perpetual, irrevocable, royalty-free worldwide license to the County, at no charge to County, to use, copy, and modify, all work or derivatives that would be needed in order to allow County to continue to perform for itself, or obtain from other providers, the services as the same might exist at the time of termination.
County shall be entitled to purchase at net book value those Contractor assets used for the provision of services to or for County, other than those assets expressly identified by the parties as not being subject to this provision. Contractor shall promptly remove from County’s premises, or the site of the work being performed by Contractor for County, any Contractor assets that County, or its designee, chooses not to purchase under this provision.
Contractor shall deliver to County or its designee, at County’s request, all documentation and data related to County, including, but not limited to, the County Data and client files, held by Contractor, within sixty (60) days of the request, and after return of same, Contractor shall destroy all copies thereof not turned over to County, all at no charge to County.
22. DISPUTES
Except as otherwise provided in this Agreement, any dispute arising under this contract that is not disposed of by agreement shall be decided by the County’s authorized representative or
Agreement CW2239583 Page 11 of 46
Between County of Santa Clara and
Western States Oil Company
designee, who shall furnish the decision to the Contractor in writing. The decision of the County’s authorized representative or designee shall be final and conclusive. The Contractor shall proceed diligently with the performance of the contract pending the County’s authorized representative or designee’s decision. The County’s authorized representative or designee shall not be required to decide issues that are legal or beyond his or her scope of expertise.
23. ACCOUNTABILITY
Contractor will be the primary point of contact for the performance of any subcontractors and assume the responsibility of all matters relating to the purchase of goods and/or services under this Agreement, including payment issues. If such or similar issues arise, the Contractor must take immediate action to correct or resolve the issues.
24. NO ASSIGNMENT, DELEGATION OR SUBCONTRACTING WITHOUT PRIOR
WRITTEN CONSENT
Contractor may not assign any of its rights, delegate any of its duties or subcontract any portion of its work or business under this Agreement or any contract release purchase order without the prior written consent of County. No assignment, delegation or subcontracting will release Contractor from any of its obligations or alter any of its obligations to be performed under the Agreement. Any attempted assignment, delegation or subcontracting in violation of this provision is voidable at the option of the County and constitutes material breach by Contractor. As used in this provision, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance, or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
25. MERGER AND ACQUISITION
The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving Contractor. In the event of an acquisition, merger, divestiture or other transfer of rights Contractor must ensure that the acquiring entity or the new entity is legally required to:
(1) Honor all the terms negotiated in this Agreement and any pre-acquisition or pre-merger Agreement between Contractor and the County, including but not limited to a) established pricing and fees; b) guaranteed product support until the contract term even if a new product is released; and c) no price escalation during the term of the contract. (2) If applicable, provide the functionality of the software in a future, separate or renamed product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise provide a substantially similar functionality of the current licensed product. The County will not be required to pay any additional license or maintenance fee to an acquiring entity in order to continue with full use, benefit, and functionality of software licensed under this Agreement until expiration or termination.
(3) Give 30-days written notice to the County following the closing of an acquisition, merger, divestiture or other transfer of right involving Contractor.
26. COMPLIANCE WITH ALL LAWS & REGULATIONS APPLICABLE TO GOODS AND/OR
SERVICES PROVIDED
Contractor shall comply with all laws, codes, regulations, rules and orders (collectively, "Regulations") applicable to the goods and/or services to be provided hereunder. Contractor’s violation of this provision shall be deemed a material default by Contractor, giving County a right to terminate the contract. Examples of such Regulations include but are not limited to California Occupational Safety and Health Act of 1973, Labor Code §6300 et seq. the Fair Packaging and
Agreement CW2239583 Page 12 of 46
Between County of Santa Clara and
Western States Oil Company
Labeling Act, and the standards and regulations issued there under. Contractor agrees to indemnify and hold harmless the County for any loss, damage, fine, penalty, or any expense whatsoever as a result of Contractor’s failure to comply with any Regulation applicable to the goods and/or services to be provided hereunder.
27. FORCE MAJEURE
Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include acts of God/nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service (“Force Majeure Event”).
Each party, as applicable, shall give the other party notice of its inability to perform and reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.
The party asserting a Force Majeure Event as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
The County shall reserve the right to terminate this Agreement and/or any applicable order or contract release purchase order effective immediately, upon written notice, in the event of nonperformance by Contractor because of a Force Majeure Event. The County shall reserve the right to extend the agreement and time for performance at its discretion.
28. INDEPENDENT CONTRACTOR
Contractor shall supply all goods and/or perform all services pursuant to this Agreement as an independent contractor and not as an officer, agent, or employee of County. Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be considered as creating a partnership or joint venture between the County and Contractor. No person performing any services and/or supplying all goods shall be considered an officer, agent, or employee of County, nor shall any such person be entitled to any benefits available or granted solely to employees of the County.
Contractor is responsible for payment to sub-contractors and must monitor, evaluate, and account for the sub-contractor(s) services and operations.
29. INSURANCE
Contractor shall maintain insurance coverage pursuant to the exhibit setting forth insurance requirements, if such exhibit is attached to the Agreement.
30. DAMAGE AND REPAIR BY CONTRACTOR
Any and all damages to County owned or leased property caused by Contractor’s negligence or operations shall be repaired, replaced or reimbursed by Contractor at no charge to the County.
Repairs and replacements shall be completed within seventy-two (72) hours of the incident unless
Agreement CW2239583 Page 13 of 46
Between County of Santa Clara and
Western States Oil Company
the County requests or agrees to an extension or another time frame. The cleanup of all damage related to accidental or intentional release of any/all non-hazardous or hazardous material (e.g. hydraulic fluid, fuel, grease, etc.) from Contractor’s vehicles or during performance shall be the responsibility of the Contractor. All materials must be cleaned up in a manner and time acceptable to County (completely and immediately to prevent potential as well as actual environmental damage). Contractor must immediately report each incident to the County’s Director of Procurement or designee. Damage observed by Contractor, whether or not resulting from Contractor’s operations or negligence shall be promptly reported by Contractor to County. County may, at its option, approve and/or dictate the actions that are in County’s best interests.
31. LIENS, CLAIMS, ENCUMBRANCES AND TITLE
The Contractor represents and warrants that all the goods and materials ordered and delivered are free and clear of all liens, claims or encumbrances of any kind. Title to the material and supplies purchased shall pass directly from Contractor to County at the F.O.B. point, subject to the right of County to reject upon inspection.
32. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS
Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
33. INDEMNITY
Contractor shall indemnify, defend, and hold harmless the County, its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. Contractor shall reimburse the County for all costs, attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.
34. INTELLECTUAL PROPERTY INDEMNITY
Contractor represents and warrants for the benefit of the County and its users that it is the exclusive owner of all rights, title and interest in the product or services to be supplied.
Contractor shall, at its own expense, indemnify, defend, settle, and hold harmless the County and its employees, agents and assigns against any claim or potential claim that any good, (including software) and/or service, or County’s use of any good (including software) and/or service, provided under this Agreement infringes any patent, trademark, copyright or other proprietary rights, including trade secret rights. Contractor shall pay all costs, damages and attorneys’ fees that a court or other adjudicatory body awards as a result of any such claim.
35. WARRANTY
Any goods and/or services furnished under this Agreement shall be covered by the most favorable commercial warranties that Contractor gives to any of its customers for the same or substantially similar goods and/or services. Any warranties so provided shall supplement, and shall not limit or reduce, any rights afforded to County by any clause in this Agreement, any applicable Uniform
Agreement CW2239583 Page 14 of 46
Between County of Santa Clara and
Western States Oil Company
Commercial Code warranties, including, without limitation, Implied Warranty of Merchantability and Implied Warranty of Fitness for a Particular Purpose as well as any other express warranty.
Contractor expressly warrants that all goods supplied shall be new, suitable for the use intended, of the grade and quality specified, free from all defects in design, material and workmanship, in conformance with all samples, drawings, descriptions and specifications furnished by the County, in compliance with all applicable federal, state and local laws and regulations and free of liens, claims and encumbrances. Contractor warrants that all services shall strictly conform to the County’s requirements.
Contractor shall immediately replace or repair any good not conforming to any warranty, or provide services to conform to County’s requirements. If after notice, Contractor fails to repair or replace goods, or to provide services to conform to County’s requirements, Contractor shall promptly refund to County the full purchase price paid by the County. This remedy is nonexclusive of other remedies and rights that may be exercised by the County. Claims for damages may include direct damages, such as cost to repair, as well as incidental and consequential damages.
During the provision of goods and services, Contractor may not disclaim any warranty, express or implied, and any such disclaimer shall be void. Additionally, the warranties above shall not be deemed to exclude Contractor’s standard warranties or other rights and warranties that the County may have or obtain.
36. COOPERATION WITH REVIEW
Contractor shall cooperate with County’s periodic review of Contractor’s performance.
Contractor shall make itself available onsite to review the progress of the project and Agreement, as requested by the County, upon reasonable advanced notice.
Contractor agrees to extend to the County or his/her designees and/or designated auditor of the County, the right to monitor or otherwise evaluate all work performed and all records, including service records and procedures to assure that the project is achieving its purpose, that all applicable County, State, and Federal regulations are met, and that adequate internal fiscal controls are maintained.
37. AUDIT RIGHTS
Pursuant to California Government Code Section 8546.7, the parties acknowledge and agree that every contract involving the expenditure of public funds in excess of $10,000 may be subject to audit by the State Auditor.
All payments made under this Agreement shall be subject to an audit at County’s option, and shall be adjusted in accordance with said audit. Adjustments that are found necessary as a result of auditing may be made from current billings.
The Contractor shall be responsible for receiving, replying to, and complying with any payment adjustments set forth in any County audits. The Contractor shall pay to County the full amount determined to be due as a result of a County audit. This provision is in addition to other inspection and access rights specified in this Agreement.
Agreement CW2239583 Page 15 of 46
Between County of Santa Clara and
Western States Oil Company
38. ACCESS AND RETENTION OF RECORDS AND PROVISION OF REPORTS Contractor shall maintain financial records adequate to show that County funds paid were used for purposes consistent with the terms of the contract between Contractor and County. Records shall be maintained during the term of the Agreement and for a period of four (4) years from its termination, or until all claims have been resolved, whichever period is longer, unless a longer period is required under any contract or applicable law.
All books, records, reports, and accounts maintained pursuant to the Agreement, or related to the Contractor's activities under the Agreement, shall be open to inspection, examination, and audit by County, federal and state regulatory agencies, and to parties whose Agreements with the County require such access. County shall have the right to obtain copies of any and all of the books and records maintained pursuant to the Agreement, upon the payment of reasonable charges for the copying of such records.
Contractor shall provide annual reports that include, at a minimum, (i) the total contract release purchase order value for the County as a whole and individual County departments, and (ii) the number of orders placed, the breakdown (by customer ID/department and County) of the quantity and dollar amount of each product and/or service ordered per year. Annual reports must be made available no later than 30 days of the contract anniversary date unless otherwise requested.
Contractor shall also provide quarterly reports to the County that show a breakdown by contract release purchase order (i) the order date (ii) ship date (iii) estimated arrival date (iv) actual arrival date (v) list of products, services and maintenance items and (vi) the number and details of problem/service calls and department name that each such call pertains to (including unresolved problems). Quarterly reports must be made available to the County in electronic format, two (2) business days after the end of each quarter unless otherwise requested.
39. ACCESS TO BOOKS AND RECORDS PURSUANT TO THE SOCIAL SECURITY ACT Access to Books and Records: If and to the extent that, Section 1861 (v) (1) (1) of the Social Security Act (42 U.S.C. Section 1395x (v) (1) (1) is applicable, Contractor shall maintain such records and provide such information to County, to any payor which contracts with County and to applicable state and federal regulatory agencies, and shall permit such entities and agencies, at all reasonable times upon request, to access books, records and other papers relating to the Agreement hereunder, as may be required by applicable federal, state and local laws, regulations and ordinances. Contractor agrees to retain such books, records and information for a period of at least four (4) years from and after the termination of this Agreement. Furthermore, if Contractor carries out any of its duties hereunder, with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, through a subcontract with a related organization, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement regardless of the reason for the termination.
40. COUNTY NO-SMOKING POLICY
Contractor and its employees, agents and subcontractors, shall comply with the County’s No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within thirty (30) feet surrounding Countyowned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles.
Agreement CW2239583 Page 16 of 46
Between County of Santa Clara and
Western States Oil Company
41. FOOD AND BEVERAGE STANDARDS
Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by Contractor with County funds for Countysponsored meetings or events.
If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the Contractor should consider providing a vegan option. If prepackaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans-fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.
If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-sweetened beverages shall not be provided
42. DEBARMENT
Contractor represents and warrants that it, its employees, contractors, subcontractors or agents (collectively “Contractor”) are not suspended, debarred, excluded, or ineligible for participation in Medicare, Medi-Cal or any other federal or state funded health care program, if applicable, or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Nonprocurement Programs issued by the Federal General Services Administration.
Contractor must within thirty (30) calendar days advise the County if, during the term of this Agreement, Contractor becomes suspended, debarred, excluded or ineligible for participation in Medicare, Medi-Cal or any other federal or state funded health care program, as defined by 42.
U.S.C. 1320a-7b (f), or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor will indemnify, defend and hold the County harmless for any loss or damage resulting from the conviction, debarment, exclusion or ineligibility of the Contractor.
43. CALIFORNIA PUBLIC RECORDS ACT
The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior
Agreement CW2239583 Page 17 of 46
Between County of Santa Clara and
Western States Oil Company
to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information.
Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor.
44. CONFLICT OF INTEREST; POLITICAL REFORM ACT DISCLOSURE REQUIREMENT If applicable, Contractor shall comply with all applicable requirements governing avoidance of impermissible client conflicts; and federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County.
In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to contractor’s employees, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
Contractor, including but not limited to contractor’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under the Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of the Agreement, provide the County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” as part of Contractor’s service to the County under the Agreement. Contractor shall ensure that such individuals file Statements of Economic Interests within 30 days of commencing service under the Contract, annually by April 1, and within 30 days of their termination of service under the Contract.
Agreement CW2239583 Page 18 of 46
Between County of Santa Clara and
Western States Oil Company
45. SEVERABILITY
Should any part of this Agreement between County and the Contractor or any individual contract release purchase order be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity of the remainder of the Agreement or any individual contract release purchase order which shall continue in full force and effect, provided that such remainder can, absent the excised portion, be reasonably interpreted to give the effect to the intentions of the parties.
46. NON-WAIVER
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by County. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether similar or not, nor will any waiver constitute a continuing waiver unless the writing signed by the County so specifies.
47. USE OF COUNTY’S NAME FOR COMMERCIAL PURPOSES
Contractor may not use the name of the County or reference any endorsement from the County in any fashion for any purpose, without the prior express written consent of the County as provided by the County’s authorized representative, or designee.
48. HEADINGS AND TITLES
The titles and headings in this Agreement are included principally for convenience and do not by themselves affect the construction or interpretation of any provision in this Agreement, nor affect any of the rights or obligations of the parties to this Agreement.
49. HANDWRITTEN OR TYPED WORDS
Handwritten or typed words have no greater weight than printed words in the interpretation or construction of this Agreement.
50. AMBIGUITIES
Any rule of construction to the effect that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement.
51. ENTIRE AGREEMENT; MERGER
This Agreement and its Exhibits and Attachments (if any) constitute the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.
52. EXECUTION AND COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement, its amendments, and ancillary agreements to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered a method described herein.
Agreement CW2239583 Page 19 of 46
Between County of Santa Clara and
Western States Oil Company
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County.
53. NOTICES
All deliveries, notices, requests, demands or other communications provided for or required by this Agreement shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested; when sent by overnight carrier; or upon email confirmation to sender of receipt of a facsimile communication which is followed by a mailed hard copy from sender. Notices shall be addressed to the individuals identified in the Key Provisions of the Agreement as the County Contract Administrator and the Supplier Contact. Each party may designate a different person and address by sending written notice to the other party, to be effective no sooner than ten (10) days after the date of the notice.
54. ACCOUNT MANAGER
Contractor must assign an Account Manager to the County upon execution of the Agreement to facilitate the contractual relationship, be fully responsible and accountable for fulfilling the County’s requirements. Contractor represents and warrants that such person will ensure that the County receives adequate pre-sales and post-sales support, problem resolution assistance and required information on a timely basis.
55. SURVIVAL
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Agreement, will survive the termination of this Agreement.
56. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be construed and interpreted according to the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions shall be exclusively vested in state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara and waive all venue objections.
57. THIRD PARTY BENEFICIARIES
This Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties
58. AUTHORITY
Each party executing the Agreement on behalf of such entity represents that he or she is duly authorized to execute and deliver this Agreement on the entity’s behalf, including, as applicable, the Board of Supervisors, the Board of Directors, or Executive Director. This Agreement shall not be effective or binding unless it is in writing and approved by the County’s authorized representative, or authorized designee, as evidenced by their signature as set forth in this Agreement.
Agreement CW2239583 Page 20 of 46
Between County of Santa Clara and
Western States Oil Company
59. LIVING WAGE
Unless otherwise exempted or prohibited by law or County policy, Contractors that contract with the County to provide Direct Services, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more, must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violate this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:
(1) Suspend, modify, or terminate the Direct Services Contract. (2) Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County.
(3) Waive all or part of Division B36 or the Living Wage Policy.
This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with County Code Division B36 and the County’s Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with County Code Division B36 and the County’s Living Wage Policy with respect to applicable contracts.
60. CONTRACTING PRINCIPLES
All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws: (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the Agreement; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the Agreement, except where prohibited by federal or state laws, regulations or rules.
61. CONTRACTOR TRAVEL EXPENSES
Contractor shall be solely responsible for any travel fees or out of pocket expenses.
62. INFORMATION SECURITY COMPLIANCE
A. For purposes of this section, the following Definitions will apply:
(1) “Breach” means unauthorized access to, or use of, County Data or information security networks or systems that compromises confidentiality, integrity, and/or availability those systems or County Data.
Agreement CW2239583 Page 21 of 46
Between County of Santa Clara and
Western States Oil Company
(2) “Independent Penetration Testing,” or “pen testing,” means the County's practice - by using an independent third party - of testing a computer system, network or web application to find security vulnerabilities that an attacker could exploit (3) “Risk Assessment” means the process by which the County's Information Security Office (“ISO”) assesses (i) the Contractor's information security program, and related aspects, by identifying, analyzing, and understanding how the Contractor will store, process and transmit County Data; and (ii) the potential impact on the County of any security risks, weaknesses and threats related to safeguarding County assets and County Data. The Risk Assessment usually includes the ISO's evaluation of documentation provided by the Contractor.
B. Contractor shall do all of the following:
(1) Maintain or improve upon its information security posture at the time of the County’s initial Risk Assessment as reasonably determined by the County. Contractor shall provide written notice to the County’s Information Security Office (“ISO”) of any changes or deficiencies to its information security posture.
(2) Protect the confidentiality, integrity, availability of the County’s data and comply with any information security requirements provided to Contractor by the ISO for the entire term of the Agreement.
(3) Follow any updated security requirements for the remaining term of the Agreement if the County re-evaluates the Risk Assessment, conducts periodic audits, and/or completes annual Independent Penetration Testing.
(4) Upon discovering any Breach that could impact the County, whether caused by Contractor, its officers, employees, contractors or agents or others, the Contractor shall notify the ISO at [email protected] within 24 hours.
Contractor shall also comply with all of its other obligations in this Agreement relating to breaches and potential breaches.
63. COUNTY DATA
(1) Contractor shall not acquire any ownership interest in County Data (including County Confidential Information). As between Contractor and County, all County Confidential Information and/or County Data shall remain the property of the County. Contractor shall not, without County’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Agreement.
(2) Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to County or any end users. Upon termination or expiration of this Agreement, Contractor shall seek and follow County’s direction regarding the proper disposition of County Data.
(3) Contractor shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying County by phone or in writing within 24 hours of any
Agreement CW2239583 Page 22 of 46
Between County of Santa Clara and
Western States Oil Company
incident of unauthorized access to County Data, or any other breach in Contractor’s security that materially affects County or end users. If the initial notification is by phone, Contractor shall provide a written notice within 5 days of the incident. Contractor shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, Contractor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Contractor’s sole expense. Contractor shall not charge County for any expenses associated with Contractor’s compliance with these obligations. (4) Contractor shall defend, indemnify and hold County harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County.
64. ACCESS TO COMPETITIVELY BID AGREEMENTS
Where the contract award is a result of a formal competitive solicitation, Contractor may opt to permit the use of this Agreement by other political subdivisions, municipalities, tax supported agencies and non-profit entities in the United States. Such participating agencies shall make purchases in their own name, make payments directly to the Contractor and shall be liable directly to Contractor holding the County of Santa Clara harmless.
If applicable, Contractor shall be required to maintain a list of cooperative entities using this Agreement. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.
65. COMPLIANCE WITH ALL LAWS AND REGULATIONS INCLUDING
NONDISCRIMINATION, EQUAL OPPORTUNITY, AND WAGE THEFT PREVENTION Contractor’s violation of this provision shall be deemed a material default by Contractor, giving County a right to terminate the Agreement. Examples of such Regulations include but are not limited to California Occupational Safety and Health Act of 1973, Labor Code §6300 et seq. the Fair Packaging and Labeling Act. and the standards and regulations issued there under.
Contractor agrees to indemnify and hold harmless the County for any loss, damage, fine, penalty, or any expense whatsoever as a result of Contractor’s failure to comply with the act and any standards or regulations issued there under.
(1) Compliance with All Laws. Contractor shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.
(2) Compliance with Non-Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic
Agreement CW2239583 Page 23 of 46
Between County of Santa Clara and
Western States Oil Company
Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
(3) Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
(4) Definitions: For purposes of this Section, the following definitions shall apply. A “Final Judgment, Decision, Determination, or Order” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance. (5) Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, Contractor affirms that it has disclosed any final judgments, decisions, determinations, or orders that (a) were issued in the five years prior to executing this Agreement by a court or investigatory government agency and (b) found that Contractor violated an applicable wage and hour or pay equity law. Contractor further affirms that it has satisfied and complied with – or has reached agreement with the County regarding the manner in which it will satisfy – any such final judgments, decisions, determinations, or orders. (6) Violations of Wage and Hour Laws or Pay Equity Laws During Term of Agreement: If at any time during the term of this Agreement, Contractor receives a Final Judgment, Decision, Determination, or Order rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment, Decision, Determination or Order. Contractor shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment, Decision, Determination, or Order against it within 30 days of the Final Judgment, Decision, Determination, or Order becoming final or of learning of the Final Judgment, Decision, Determination, or Order, whichever is later. Contractor shall also provide any
Agreement CW2239583 Page 24 of 46
Between County of Santa Clara and
Western States Oil Company
documentary evidence of compliance with the Final Judgment, Decision, Determination, or Order within 5 days of satisfying the Final Judgment, Decision, Determination, or Order. Any notice required by this paragraph shall be addressed to the Office of the County ExecutiveOCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
(7) Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to Contractor’s records, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during Contractor’s normal business hours upon no less than 10 business days’ advance notice. (8) Pay Equity Notification: Contractor shall (1) directly provide each employee working in California and each person applying for a job in California with a written copy of any applicable pay equity Laws, or (2) electronically disseminate the text of applicable pay equity Laws to each California employee and job applicant, either directly or by posting a copy in conspicuous places available to employees and applicants. Such notification shall occur at least once during the term of this Agreement and, if this Agreement is a multi-year Agreement, at least annually thereafter.
(9) Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and/or at law. County may, among other things, take any or all of the following actions:
(i) Suspend or terminate any or all parts of this Agreement. (ii) Withhold payment to Contractor until full satisfaction of a Final Judgment, Decision, Determination, or Order.
(iii) Offer Contractor an opportunity to cure the breach. (10) Subcontractors: Contractor shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment, Decision, Determination, or Order for violation of an applicable wage and hour Law promptly satisfies and complies with such Final Judgment, Decision, Determination, or Order.
66. LICENSE GRANT
Contractor grants to County a perpetual, non-exclusive, royalty-free, fully paid-up license to use the Software for its business activities, which includes fulfilling its mission of providing services to the public. This includes the right to use licensed software in backup, disaster recovery, and testing environments.
67. CLICK-THROUGH AGREEMENTS AND CONTRACTOR POLICIES
Agreement CW2239583 Page 25 of 46
Between County of Santa Clara and
Western States Oil Company
(1) No provisions of any shrink-wrap or any click-through agreement (or other form of “click to accept” agreement) that may routinely accompany any products or services acquired under this Agreement shall apply in place of, or serve to modify any provision of this Agreement, even if a user or authorized officer of County purports to have affirmatively accepted such shrink-wrap or click through provisions. Without limiting the foregoing, no “terms of use,” “privacy policy” or other policy on Contractor’s website or application (collectively, “Policies”) or another website that may routinely accompany any products or services acquired under this Agreement shall apply in place of or serve to modify any provision of this Agreement. (2) For the avoidance of doubt and without limiting the foregoing, in the event of a conflict between any such shrink-wrap, click-through provisions or Policies (irrespective of the products or services that such provisions attach to) and any term or condition of this Agreement, the relevant term or condition of this Agreement shall govern to the extent of any such conflict. Only the provisions of this Agreement as amended from time to time, and executed by the parties, shall apply to County and or authorized user.
Agreement CW2239583 Page 26 of 46
Between County of Santa Clara and
Western States Oil Company
EXHIBIT B
Product and Price Schedule
The County shall only be charged for goods as included and described in this Exhibit B – Product and Price Schedule. Any charges or fees not specifically listed in this Exhibit B shall not be invoiced to the County.
A. PRICING TABLE __ _________
# Product Description Range of
Quantity
Ordered
UOM Fixed Margin off OPIS
Daily Contract
Average Rack Price
1 Ultra-Low Sulfur Diesel
and Renewable Diesel
4001-6000 Gallon $-0.0050
2 Ultra-Low Sulfur Diesel
and Renewable Diesel
Big Tank
10000 Gallon $-0.0225
Prices are on a per gallon basis per the increments shown on the table. All prices shall be F.O.B. destination freight prepaid and allowed. All costs incidental to delivery and offloading of fuel or coordinating fuel pick up are included in the price. Pricing does not include any State of California fees, taxes or the Cap-and-Trade for fuel California Carbon Allowance (CAR) fee that went into effect on January 1, 2015. However, the parties agree that all current California fees and taxes will be included in the final paid price per gallon for fuel purchased under the Agreement. The County and the participating agencies will not be charged for any additional fees for the amount of time it takes the Contractor to offload and transfer fuel to tanks in various locations.
//
//
//
//
//
//
//
//
Agreement CW2239583 Page 27 of 46
Between County of Santa Clara and
Western States Oil Company
EXHIBIT C
Requirements and Specifications
Contractor shall provide Ultra-Low Sulfur Diesel and Renewable Diesel and Big Tanks to the County of Santa Clara in accordance with the terms and conditions of this Agreement.
The Agreement shall be used as a master agreement against which the ordering department shall issue subordinate purchase documents based on the pricing, terms, and conditions of the agreement. County does not guarantee, whether implied or in writing, to purchase any estimated quantities based on past usage, annual dollar volume, or quantity. No minimum orders are guaranteed.
A. BACKGROUND___________________________________________________ The County of Santa Clara’s Facilities and Fleet (FAF) requires Ultra-Low Sulfur Diesel and Renewable Diesel for the locations listed in the service locations in table 2.1 below.
B. OBJECTIVES_____________________________________________________ Contractor must be capable of:
1. Providing Ultra-Low Sulfur Diesel and Renewable Diesel; on an as needed basis.
2. Delivering fuel to multiple County locations on an as needed basis.
3. Following all required specifications and delivery requirements throughout the term of the Agreement.
4. Responding to emergency calls; and
5. Providing reports per County requirements.
C. DEFINITIONS_____________________________________________________
1. CRPO: Contract Release Purchase Order
Abbreviation for Contract Release Purchase Order, which is a County-issued purchase order provided to the Contractor when an order is placed for contracted services and goods.
D. SPECIFICATIONS AND SUPPLIER RESPONSIBILITIES_____ _ _____
1. Technical Specifications
1.1 All products shall conform to the State of California specifications including California Air Resources Board (CARB), American Society of Testing & Materials (ASTM), “The California Reformulated Gasoline Regulations” Title 13, California Code of Regulations Sections 2250- 2273.5 latest version /sub articles, and all-inclusive amendments.
Agreement CW2239583 Page 28 of 46
Between County of Santa Clara and
Western States Oil Company
1.1.1 Regular Unleaded Gasoline
1.1.1.1 Minimum Octane Rating of 87 which shall be determined by using the R+M/2 Method.
1.1.1.2 Comply with the requirements of American Society of Testing Materials (ASTM) D418151 latest version.
1.1.2 CARB Specification ULSD #2
1.1.2.1 All diesel fuel sold for vehicular use in California must meet a 15-ppm maximum sulfur limit (Ultra Low) in addition to meeting all the current low aromatics CARB diesel
specifications
1.1.3 CARB Specification ULSD #2 – Red
1.1.3.1 The same specifications as CARB ULSD #2 except for the red dye and dyeing process to donate usage for taxexempt purposes.
1.1.4 “Renewable hydrocarbon diesel” means a diesel fuel that is produced from nonpetroleum renewable resources but is not a mono-alkyl ester and which is registered as a motor vehicle fuel or fuel additive under 40 CFR Part 79.
1.1.4.1 The renewable diesel fuel shall conform to California Code of Regulations (CCR) Title 4, Division 9, Chapter 6, Article 5, Section 4149.
1.1.4.2 The renewable diesel fuel shall also meet the requirements of the California Code of Regulation, Title 13, Division 3, Chapter 5, Article 2, Section 2281 (sulfur content) and Section 2282 (aromatic hydrocarbon). Alternative diesel formulations must be certified by CARB. Evidence of such fact shall be available to the County of Santa Clara if requested.
1.1.4.3 The renewable diesel fuel shall meet the requirements of Low Carbon Fuel Standard (LCFS), Title 17, Division 3,
Chapter 1, Subchapter 10, Article 4, Subarticle 7, of
California Code of regulations (CCR), Sections 95480
through 95490 (collectively referred to as “LCFS”) applies to any transportation fuel, as defined in section 95481, that is sold, supplied, or offered for sale in California, and to any person who, as a “regulated party” defined in section 95481 and specified in section 95484(a), is responsible for a transportation fuel in calendar year. LCFS regulation became effective on January 12, 2010.
1.1.4.3.1 Note: County of Santa Clara is end user and
will not assume the role as a “regulated party.”
1.1.4.4 The carbon intensity of the fuel shall be no more than 50 g CO2e/MJ as determined by the Low Carbon Fuel Standard
(LCFS), Title 17, Division 3, Chapter 1, Subchapter 10, Article 4, Subarticle 7, of California Code of Regulations (CCR), Section 95486.
Agreement CW2239583 Page 29 of 46
Between County of Santa Clara and
Western States Oil Company
1.1.4.5 SAVE
1.1.5 Storage Life: Fuel shall not deteriorate in ordinary storage and shall not form excessive gum, resin, or deposits.
2. Service Locations
2.1 Contractor shall service the County’s required distribution points/locations as listed in the table below.
# Location Address
1 FAF Fleet Management 2265 Junction Ave. San Jose
2 Roads East Yard 1505 Schallenberger Rd. San Jose
3 Roads West Yard 11031 Doyle Rd. San Jose
4 Roads South Yard 13550 Diessner, San Martin
5 Parks Central Yard 995 Hellyer Ave., San Jose
6 Younger Gas Station 90 W. Younger Ave., San Jose
7 James Boys Ranch 19050 Malaguerra Ave., Morgan Hill
8 Joseph D. Grant Ranch 18405 Mt. Hamilton Road., San Jose 9 Uvas Canyon Park 8515 Croy Rd., Morgan Hill
10 Vasona Lake Park 298 Garden Hill Dr., Los Gatos
11 Calero Lake 3201 McKean Rd., San Jose
12 Ed Levin Park 3100 Calaveras Road., Milpitas
13 Mt. Madonna Park Hecker Pass Hwy, Watsonville
14 Coyote Lake 10840 Coyote Lake Rd. Gilroy
15 Sanborn-Skyline Park 16055 Sanborn Rd., Saratoga
16 Stevens Creek Park 11401 Stevens Canyon Rd., Cupertino 17 Mt. Hamilton San Antonio Valley Yard 47365 San Antonia Valley Road, Livermore
3. Fuel and Fuel Delivery Requirements
3.1 Orders and Locations
3.1.1 Fuel site deliveries will include a combination of filling tanks and direct facility of off-road equipment with specified quantities. No order shall be delivered without an order placed by the responsible County Department.
3.1.2 The County reserves the right to add locations or discontinue service to existing locations without any additional charges or change in the bid price structure. All tanks will be underground unless otherwise stated. All fuel shall be delivered to designated points unless otherwise stated.
3.1.3 The following locations take deliveries by transport:
3.1.3.1 FAF Fleet Management, 2265 Junction Ave. San Jose
3.1.3.2 Roads West Yard, 11031 Doyle Rd. San Jose
3.1.3.3 Roads South Yard 13550 Diessner, San Martin
3.1.3.4 Roads East Yard. 1505 Schallenberger Rd. San Jose
3.1.3.5 Santa Rita Fuel Station, 6175 Madigan Rd. Dublin, CA
3.1.3.6 14200 Chapman Road, Leandro, CA 94578
Agreement CW2239583 Page 30 of 46
Between County of Santa Clara and
Western States Oil Company
3.2 If delivery vehicle is equipped with metered pumps, these pumps shall be currently certified as to accuracy by the California Department of Agriculture, Division of Weights and Measures.
3.3 If metering is not accomplished from the delivery vehicles at the time of delivery, a highway transportation receipt (H.T.R.), issued at the point where the fuel order was loaded in the delivery vehicle, shall be delivered to the ordering Department. At minimum the H/T/R. shall show the date fuel loaded, carrier, truck numbers, quantity and type of fuel loaded, and temperature when loaded.
3.4 All deliveries shall be temperature corrected to 60 degrees Fahrenheit.
3.5 All delivery trucks shall comply with the California Environmental Protection Agency Air Resources Board approved certified Phase II Vapor Recovery Equipment Requirements. Proof of compliance will be supplied by the awarded vendor when requested by the County. There are many other smaller Back-up Power Generators that tanks do not need to meet the EVR requirements, but at times the vendor may need to service these locations too.
3.6 Delivery dates and times must be coordinated with the County end user Department. All deliveries shall be made Monday through Friday between the hours of 8:00 a.m. to 5:00 p.m. unless special delivery restrictions or instructions are required by the requested County end- user Department.
3.7 Urgent Deliveries
3.7.1 It shall be expected that vendor shall deliver any urgent fill orders placed by the County and participating agencies within twelve (12) hours of the time order is placed with no additional cost.
3.7.2 Urgent deliveries are not anticipated to occur often and shall be kept to a minimum by the end-user Department placing the order.
3.7.3 There are no minimum requirements for urgent deliveries.
3.7.4 All urgent deliveries shall occur during normal delivery hours of 8:00 a.m. to 5:00 p.m. unless special delivery instructions apply by the requesting Department.
3.8 Emergency Deliveries
3.8.1 During a state of emergency, in which a natural disaster or other type of declared emergency, County of Santa Clara is a first responder to said emergency. As a result, the County and any other participating agencies of this contract, will have a priority status on available fuel.
3.8.2 It shall be expected that vendor shall deliver any emergency fill orders placed by the County and participating agencies within four (4) hours of the time order is placed with no additional cost to the County.
3.8.3 Emergency deliveries are not anticipated to occur often and shall be kept to a minimum by the end-user Department placing the order.
3.8.4 There are no minimum requirements for emergency deliveries.
Agreement CW2239583 Page 31 of 46
Between County of Santa Clara and
Western States Oil Company
3.8.5 Emergencies deliveries shall be placed by phone from the ordering department with confirmation by electronic mail or facsimile by the same ordering Department.
3.9 Standing Time – The County will not be charged any additional fees for the time it takes the Contractor to fuel the County’s off-road equipment or generator tanks.
3.10 Spillage
3.10.1 The County has a “zero” leakage standards for fuel transfer operations.
3.10.2 The Contractor shall provide equipment for and training of truck drivers to minimize the chance of spillage during connection and disconnection of hoses and during the transfer of fuel.
3.10.3 The vendor shall ensure that all equipment, tools and procedures used follow all applicable specifications and regulations governing such operations.
3.10.4 In the event of leakage or spillage, it shall be the vendor’s responsibility to effect immediate containment, cleanup, and disposal and restoration activities in accordance with applicable State of California laws and regulations and subject to County’s satisfaction.
3.10.5 All material associated with such clean-up shall be removed by the Contractor.
3.11 Safety Data Sheet – It is required by law that all hazardous materials must be identified and be accompanied with a “Safety Data Sheet” (SDS) at the delivery site.
3.12 Substitutions – Contractor will not be allowed to substitute any product with any other without the consent of the County end-user Department placing the order. If substitute products are delivered without approval, it will be the responsibility of the vendor to collect product at no charge or penalty to the County.
4. Electronic Transactions in Ariba Network
The County has implemented the Santa Clara County Procure-to-Pay Collaborative Commerce (SCC P2P) project in year 2015 to streamline its procurement and payment functions. The County transacts business with its suppliers electronically using the Ariba system, which includes issuing purchase orders to and receiving invoices from its suppliers. In order to do business with the County, Contractor needs to register to establish a relationship with the County on the Ariba Network. The Ariba Network is a cloud-based electronic commerce network that allows buyers and sellers of goods and services to collaborate.
Contractor will not be charged for their relationship and/or any transactions with the County of Santa Clara on the Ariba Network.
--
Agreement CW2239583 Page 32 of 46
Between County of Santa Clara and
Western States Oil Company
Contractor shall provide and maintain an Ariba-compatible catalog of all products within the scope of the contract.
5. Reports
Contractor shall be responsible for processing, discussing, and submitting reports upon request, which shall include, but not be limited to:
5.1 Spend Reports – Expenditures against the Agreement, including ability to provide total spend by the County, total spend for contracted services and products, and total spend by date.
5.2 Usage Reports – Includes but shall not be limited to the cumulative contract activity and any other analytical information as mutually agreed upon.
5.3 Upon request and as mutually agreed upon by County and Contractor, Contractor shall provide additional reports on items that are not contained in the spend or usage reports.
6. Invoicing
6.1 Invoices shall be provided to the County end user departments submitting the CRPO. Invoices shall include, but not be limited to the following information:
6.1.1 Fuel site location.
6.1.2 Date and time of transport.
6.1.3 Description(s) of product(s) provided.
6.1.4 Amount of fuel.
6.1.5 Total gallons and dollars by product.
6.1.6 Summary of fuel gallons applicable taxes.
6.1.7 Copy of OPIS Rack Price for the date of order/delivery.
6.1.8 Associated CRPO numbers(s); and
6.1.9 Associated Agreement number.
6.2 Contractor shall correct any invoices that include incorrect or missing information. Invoices cannot be processed until invoices are correct and approved by County department.
6.3 Contractor shall not invoice the County for any fees or charges not specifically listed in the final agreement.
6.4 Credit Memos – Contractor shall issue credit memos to the County identifying any amounts due back to the County for incorrect charges (e.g., overcharges, cancellations, non-contracted products, etc.).
E. COUNTY RESPONSIBILITIES_______________________________________
1. County shall issue a CRPO to the Contractor for all contracted products to be ordered against this Agreement.
Agreement CW2239583 Page 33 of 46
Between County of Santa Clara and
Western States Oil Company
1.1 CRPO issuance may need to be processed upon delivery of products by Contractor. For these instances, County shall issue CRPO’s after delivery of products and receipt of invoice.
1.2 County shall not process any invoices for payment until goods are delivered and received.
//
//
//
//
//
//
//
//
//
//
//
//
//
//
//
//
//
Agreement CW2239583 Page 34 of 46
Between County of Santa Clara and
Western States Oil Company
EXHIBIT D
Insurance Requirements (B-2)
Indemnity
The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest.
Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor.
B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.
Agreement CW2239583 Page 35 of 46
Between County of Santa Clara and
Western States Oil Company
C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.
D. Insurance Required
a. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000. d. Personal Injury - $1,000,000
b. General liability coverage shall include:
1. Premises and Operations
2. Products/Completed.
3. Personal Injury liability
4. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County:
Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of
Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara,
individually and collectively, as additional insureds.” Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and
Agreement CW2239583 Page 36 of 46
Between County of Santa Clara and
Western States Oil Company
the contractor shall be notified by the contracting department of these requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.
4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement)
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.
5. Workers' Compensation and Employer's Liability Insurance
1. Statutory California Workers' Compensation coverage including broad form all-states coverage.
2. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractors obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.
Agreement CW2239583 Page 37 of 46
Between County of Santa Clara and
Western States Oil Company
3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies.
4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.
F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments)
Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for this Agreement, at the option of County.
//
//
//
//
//
//
//
//
Exhibit E
Agreement CW2239583 Page 38 of 46
Between County of Santa Clara and
Western States Oil Company
COUNTY OF SANTA CLARA FEDERALLY
REQUIRED CONTRACT PROVISIONS
The federally-required contract provisions listed below are made a part of the Contractor’s Contract with the County.
The term “Contractor”, as used throughout this document shall mean the contractor identified in the Contract as Contractor, Provider, Consultant, or similar term.
The term “Contract” as used throughout this Exhibit shall mean the contract or other agreement, with exhibits, into which this Exhibit is incorporated.
The term “State” as used throughout this document shall mean the State of California and include any of its departments or agencies.
These federally required contract provisions will collectively be referenced as the “FEMA Contract Terms.”
The terms and conditions of the Contract and the FEMA Contract Terms should be read to operate in concert, except where directly in conflict. In the event of a conflict between the terms of the Contract and the FEMA Contract Terms, and unless otherwise stated within the terms of this Exhibit, the FEMA Contract Terms shall govern and prevail.
A. No Obligation by the Federal Government
The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the Contract.
B. Access to Records
(1) Upon request, the Contractor agrees to provide the County, State, Federal Emergency Management Agency (FEMA) Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the Contract for the purposes of making audits, examinations, excerpts and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) Upon request, the Contractor agrees to provide the FEMA Administrator or the FEMA Administrator’s authorized representatives access to construction or other work sites pertaining to the work being completed under the Contract.
Agreement CW2239583 Page 39 of 46
Between County of Santa Clara and
Western States Oil Company
(4) In compliance with the Disaster Recovery Act of 2018, the County of Santa Clara and the Contractor acknowledge and agree that no language in this Contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.
C. Procurement of Recovered Materials
(1) In the performance of this Contract, the Contractor shall make maximum use of products containing recovered materials that are United States Environmental Protection Agency-designated items unless the product cannot be acquired— i. Competitively within a timeframe providing for compliance with the Contract performance schedule;
ii. Meeting Contract performance requirements; or
iii. At a reasonable price.
(2) Information about this requirement along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, http://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
D. Department of Homeland Security (DHS) Seal, Logo and Flags.
The Contractor shall not use the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials without specific FEMA approval.
E. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance may be used to fund all or a portion of the Contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.
F. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that 31 USC Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this Contract.
G. Equal Employment Opportunity
If the Contract is for construction work, the provisions of this Section G shall apply. During the performance of this Contract, the Contractor agrees as follows:
Agreement CW2239583 Page 40 of 46
Between County of Santa Clara and
Western States Oil Company
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
Agreement CW2239583 Page 41 of 46
Between County of Santa Clara and
Western States Oil Company
(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract.
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from
Agreement CW2239583 Page 42 of 46
Between County of Santa Clara and
Western States Oil Company
extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
H. Clean Air Act and the Federal Water Pollution Control Act The provisions of this Section H apply to contracts exceeding $150,000. Clean Air Act (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.
I. Byrd Anti-Lobbying Amendment
Contractors who apply or bid for an award of $100,000 or more shall file the certification required by the Byrd-Anti-Lobbying amendment. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Agreement CW2239583 Page 43 of 46
Between County of Santa Clara and
Western States Oil Company
Required Certification:
APPENDIX A, 44 C.F.R. PART 18- CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.
Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The Contractor, _____________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.
__________________________________
Signature of Contractor’s Authorized Official
______________________________________
Name and Title of Contractor’s Authorized Official
Agreement CW2239583 Page 44 of 46
Between County of Santa Clara and
Western States Oil Company
_______________________________________
Date
J. Contract Work Hours and Safety Standards Act
The provisions of this Section J apply to contracts over $100,000 that involve the employment of mechanics and laborers.
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph
(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.
K. Debarment and Suspension
Agreement CW2239583 Page 45 of 46
Between County of Santa Clara and
Western States Oil Company
(1) This Contract may be a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the County. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of the Contract. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.
L. Termination for Cause
If the Contract value exceeds $10,000, to the extent the Contract does not provide for termination for cause outside of this Exhibit, and in addition to any right to terminate for convenience as described in the Contract, the County may, after providing five days’ written notice, terminate the Contract for the Contractor’s failure to perform or observe any term, covenant, or condition of the Contract.
M. Remedies
In the event of a breach by the Contractor of any term, covenant, or condition of the Contract, the County shall have the right to pursue all available remedies at law or equity.
Except as expressly provided elsewhere in this Contract, each party's rights and remedies under this Contract are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
N. Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms
If this Contract was awarded in a competitive procurement, Contractor engages subcontractors to perform work under the Contract, and the Contract is for $10,000 or above, Contractor shall place qualified small and minority businesses and women’s business enterprises on solicitation lists used in the procurement; solicit small and minority business and women’s business enterprises; divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises; establish delivery
Agreement CW2239583 Page 46 of 46
Between County of Santa Clara and
Western States Oil Company
schedules, where the requirement permits, which encourage participation by small and minority businesses and women’s business enterprises; and use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.
O. Subcontracts
To the extent applicable, the Contractor shall include the provisions of this Exhibit in all subcontracts.
//
//
//
//
//
//
//
//
//
//
//
//
//
//
County of Santa Clara
Office of the County Executive
Procurement Department
150 West Tasman Drive
San Jose, CA 95131-1040
Telephone 408-491-7400 ● Fax 408-491-7496
Board of Supervisors: Mike Wasserman,Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: Jeffrey V. Smith
FIRST AMENDMENT TO AGREEMENT CW2239583 BY AND BETWEEN THE
COUNTY OF SANTA CLARA AND WESTERN STATES OIL COMPANY
This is the First Amendment to the Agreement between the County of Santa Clara (County) and Western States Oil Company (Contractor) entered into on January 12, 2021 to provide UltraLow Sulfur Diesel and Renewable Diesel 4001 to 6000 Gallons and Big Tanks.
This Agreement is amended as follows effective January 12, 2021:
1. Key Provision, AGREEMENT TITLE, is revised to read: “Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up and Big Tanks”.
2. Key Provision, TOTAL AGREEMENT VALUE, is revised to read: “The total not to exceed value of this Agreement is $5,000,000 which represents an increase of $ 4,600,000 from the prior not to exceed value of $400,000.
Contractor understands that this not to exceed value does not represent a commitment by County to Contractor.”
3. Replace Exhibit B, PRODUCT AND PRICE SCHEDULE, with Exhibit B-1, PRODUCT AND PRICE SCHEDULE, attached hereto and incorporated herein by this reference. Exhibit B-1 includes Ultra-Low Sulfur Diesel and Renewable Diesel 6001 Gallons and Up.
4. Replace Exhibit C, REQUIREMENTS AND SPECIFICATIONS, with Exhibit C-1, REQUIREMENTS AND SPECIFICATIONS, attached hereto and incorporated herein by this reference. Any reference to Ultra-Low Sulfur Diesel and Renewable Diesel 4001 to 6000 Gallons is revised to Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up.
//
//
//
//
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 2 All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Prepared and administered by: Samuel Hirsch at (408) 491-7485 or [email protected]
The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that he/she executed this Amendment in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Amendment, the entity on behalf of which he/she acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: ________________________________ Teresa Cox Date
Sr. Strategic Sourcing Officer Print: ________________________________ ___________________________________ Title: ________________________________ Gene Clark Date
Chief Procurement Officer Date: ________________________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Sara Ponzio Date
Deputy County Counsel
Attachments:
Exhibit B-1, Product and Price Schedule
Exhibit C-1, Requirements and Specifications
//
//
//
//
o;::~c:,, 3ASDF4E90991401 ...
~~.,;:;:~
B2C3CD0F2FB84AF ...
F~ C685F692AC71492 ...
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 3 EXHIBIT B-1
Product and Price Schedule
The County shall only be charged for goods as included and described in this Exhibit B–1 Product and Price Schedule. Any charges or fees not specifically listed in this Exhibit B-1 shall not be invoiced to the County.
A. PRICING TABLE __ ________
# Product Description Range of Quantity
Ordered
UOM Fixed Margin off
OPIS Daily Contract Average
Rack Price
1 Ultra-Low Sulfur
Diesel and Renewable
Diesel
4001-6000 Gallon $-0.0050
2 Ultra-Low Sulfur
Diesel and Renewable
Diesel
6001 and Above Gallon $-0.0150
3 Ultra-Low Sulfur
Diesel and Renewable
Diesel Big Tank
10000 Gallon $-0.0225
Prices are on a per gallon basis per the increments shown on the table. All prices shall be F.O.B. destination freight prepaid and allowed. All costs incidental to delivery and offloading of fuel or coordinating fuel pick up are included in the price. Pricing does not include any State of California fees, taxes or the Cap-and-Trade for fuel California Carbon Allowance (CAR) fee that went into effect on January 1, 2015. However, the parties agree that all current California fees and taxes will be included in the final paid price per gallon for fuel purchased under the Agreement. The County and the participating agencies will not be charged for any additional fees for the amount of time it takes the Contractor to offload and transfer fuel to tanks in various locations. //
//
//
//
//
//
//
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 4 //
EXHIBIT C-1
Requirements and Specifications
Contractor shall provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up, and Big Tanks to the County of Santa Clara in accordance with the terms and conditions of this Agreement.
The Agreement shall be used as a master agreement against which the ordering department shall issue subordinate purchase documents based on the pricing, terms, and conditions of the agreement. County does not guarantee, whether implied or in writing, to purchase any estimated quantities based on past usage, annual dollar volume, or quantity. No minimum orders are guaranteed.
A. BACKGROUND___________________________________________________ The County of Santa Clara’s Facilities and Fleet (FAF) requires Ultra-Low Sulfur Diesel and Renewable Diesel for the locations listed in the service locations in table 2.1 below.
B. OBJECTIVES_____________________________________________________ Contractor must be capable of:
1. Providing Ultra-Low Sulfur Diesel and Renewable Diesel on an as needed basis;
2. Delivering fuel to multiple County locations on an as needed basis;
3. Following all required specifications and delivery requirements throughout the term of the Agreement.
4. Responding to emergency calls; and
5. Providing reports per County requirements.
C. DEFINITIONS_____________________________________________________
1. CRPO: Contract Release Purchase Order
Abbreviation for Contract Release Purchase Order, which is a County-issued purchase order provided to the Contractor when an order is placed for contracted services and goods.
2. CARB: California Air Resources Board
D. SPECIFICATIONS AND SUPPLIER RESPONSIBILITIES_____ _ _____
1. Technical Specifications
1.1All products shall conform to the State of California specifications including California Air Resources Board (CARB), American Society of Testing & Materials (ASTM), “The California Reformulated Gasoline Regulations” Title 13, California Code of Regulations Sections 2250-2273.5 latest version /sub articles, and all-inclusive amendments.
1.1.1 Regular Unleaded Gasoline
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 5 1.1.1.1 Minimum Octane Rating of 87 which shall be determined by using the R+M/2 Method
1.1.1.2 Comply with the requirements of American Society of Testing Materials (ASTM) D418151 latest version
1.1.2 CARB Specification ULSD #2
1.1.2.1 All diesel fuel sold for vehicular use in California must meet a 15 ppm maximum sulfur limit (Ultra Low) in addition to meeting all the current low aromatics CARB diesel
specifications
1.1.3 CARB Specification ULSD #2 – Red
1.1.3.1 The same specifications as CARB ULSD #2 except for the red dye and dyeing process to donate usage for taxexempt purposes
1.1.4 “Renewable hydrocarbon diesel” means a diesel fuel that is produced from nonpetroleum renewable resources but is not a mono-alkyl ester and which is registered as a motor vehicle fuel or fuel additive under 40 CFR Part 79.
1.1.4.1 The renewable diesel fuel shall conform to California Code of Regulations (CCR) Title 4, Division 9, Chapter 6, Article 5, Section 4149.
1.1.4.2 The renewable diesel fuel shall also meet the requirements of the California Code of Regulation, Title 13, Division 3, Chapter 5, Article 2, Section 2281 (sulfur content) and Section 2282 (aromatic hydrocarbon). Alternative diesel formulations must be certified by CARB. Evidence of such fact shall be available to the County of Santa Clara if requested.
1.1.4.3 The renewable diesel fuel shall meet the requirements of Low Carbon Fuel Standard (LCFS), Title 17, Division 3,
Chapter 1, Subchapter 10, Article 4, Subarticle 7, of
California Code of regulations (CCR), Sections 95480
through 95490 (collectively referred to as “LCFS”) applies to any transportation fuel, as defined in section 95481, that is sold, supplied, or offered for sale in California, and to any person who, as a “regulated party” defined in section 95481 and specified in section 95484(a), is responsible for a transportation fuel in calendar year. LCFS regulation became effective on January 12, 2010.
1.1.4.3.1 Note: County of Santa Clara is end user and
will not assume the role as a “regulated party.”
1.1.4.4 The carbon intensity of the fuel shall be no more than 50 g CO2e/MJ as determined by the Low Carbon Fuel Standard
(LCFS), Title 17, Division 3, Chapter 1, Subchapter 10, Article 4, Subarticle 7, of California Code of Regulations (CCR), Section 95486.
1.1.4.5 SAVE
1.1.5 Storage Life: Fuel shall not deteriorate in ordinary storage and shall not form excessive gum, resin, or deposits.
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 6 2. Service Locations
2.1 Contractor shall service the County’s required distribution points/locations as listed in the table below.
# Location Address
1 FAF Fleet Management 2265 Junction Ave. San Jose
2 Roads East Yard 1505 Schallenberger Rd. San Jose
3 Roads West Yard 11031 Doyle Rd. San Jose
4 Roads South Yard 13550 Diessner, San Martin
5 Parks Central Yard 995 Hellyer Ave., San Jose
6 Younger Gas Station 90 W. Younger Ave., San Jose
7 James Boys Ranch 19050 Malaguerra Ave., Morgan Hill
8 Joseph D. Grant Ranch 18405 Mt. Hamilton Road., San Jose 9 Uvas Canyon Park 8515 Croy Rd., Morgan Hill
10 Vasona Lake Park 298 Garden Hill Dr., Los Gatos
11 Calero Lake 3201 McKean Rd., San Jose
12 Ed Levin Park 3100 Calaveras Road., Milpitas
13 Mt. Madonna Park Hecker Pass Hwy, Watsonville
14 Coyote Lake 10840 Coyote Lake Rd. Gilroy
15 Sanborn-Skyline Park 16055 Sanborn Rd., Saratoga
16 Stevens Creek Park 11401 Stevens Canyon Rd., Cupertino 17 Mt. Hamilton San Antonio Valley
Yard
47365 San Antonia Valley Road, Livermore
3. Fuel and Fuel Delivery Requirements
3.1Orders and Locations
3.1.1 Fuel site deliveries will include a combination of filling tanks and direct facility of off-road equipment with specified quantities. No order shall be delivered without an order placed by the responsible County Department.
3.1.2 The County reserves the right to add locations or discontinue service to existing locations without any additional charges or change in the bid price structure. All tanks will be underground unless otherwise stated. All fuel shall be delivered to designated points unless otherwise stated.
3.1.3 The following locations take deliveries by transport:
3.1.3.1 FAF Fleet Management, 2265 Junction Ave. San Jose
3.1.3.2 Roads West Yard, 11031 Doyle Rd. San Jose
3.1.3.3 Roads South Yard 13550 Diessner, San Martin
3.1.3.4 Roads East Yard. 1505 Schallenberger Rd. San Jose
3.1.3.5 Santa Rita Fuel Station, 6175 Madigan Rd. Dublin, CA
3.1.3.6 Santa Rita Fuel Station, 6175 Madigan Rd. Dublin, CA
3.1.3.7 14200 Chapman Road, Leandro, CA 94578
3.2If delivery vehicle is equipped with metered pumps, these pumps shall be currently certified as to accuracy by the California Department of Agriculture, Division of Weights and Measures.
3.3If metering is not accomplished from the delivery vehicles at the time of delivery, a highway transportation receipt (H.T.R.), issued at the point where the fuel order was loaded in the delivery vehicle, shall be delivered
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 7 to the ordering Department. At minimum the H/T/R. shall show the date fuel loaded, carrier, truck numbers, quantity and type of fuel loaded, and temperature when loaded.
3.4All deliveries shall be temperature corrected to 60 degrees Fahrenheit.
3.5All delivery trucks shall comply with the California Environmental Protection Agency Air Resources Board approved certified Phase II Vapor Recovery Equipment Requirements. Proof of compliance will be supplied by the awarded vendor when requested by the County. There are many other smaller Back-up Power Generators that tanks do not need to meet the EVR requirements, but at times the vendor may need to service these locations too.
3.6Delivery dates and times must be coordinated with the County end user Department. All deliveries shall be made Monday through Friday between the hours of 8:00 a.m. to 5:00 p.m. unless special delivery restrictions or instructions are required by the requested County end- user Department.
3.7Urgent Deliveries
3.7.1 It shall be expected that vendor shall deliver any urgent fill orders placed by the County and participating agencies within twelve (12) hours of the time order is placed with no additional cost.
3.7.2 Urgent deliveries are not anticipated to occur often and shall be kept to a minimum by the end-user Department placing the order.
3.7.3 There are no minimum requirements for urgent deliveries.
3.7.4 All urgent deliveries shall occur during normal delivery hours of 8:00 a.m. to 5:00 p.m. unless special delivery instructions apply by the requesting Department.
3.8Emergency Deliveries
3.8.1 During a state of emergency, in which a natural disaster or other type of declared emergency, County of Santa Clara is a first responder to said emergency. As a result, the County and any other participating agencies of this contract, will have a priority status on available fuel.
3.8.2 It shall be expected that vendor shall deliver any emergency fill orders placed by the County and participating agencies within four (4) hours of the time order is placed with no additional cost to the County.
3.8.3 Emergency deliveries are not anticipated to occur often and shall be kept to a minimum by the end-user Department placing the order.
3.8.4 There are no minimum requirements for emergency deliveries.
3.8.5 Emergencies deliveries shall be placed by phone from the ordering department with confirmation by electronic mail or facsimile by the same ordering Department.
3.9Standing Time – The County will not be charged any additional fees for the time it takes the Contractor to fuel the County’s off-road equipment or generator tanks.
3.10 Spillage
3.10.1 The County has a “zero” leakage standards for fuel transfer operations.
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 8 3.10.2 The Contractor shall provide equipment for and training of truck drivers to minimize the chance of spillage during connection and disconnection of hoses and during the transfer of fuel.
3.10.3 The vendor shall ensure that all equipment, tools and procedures used follow all applicable specifications and regulations governing such operations.
3.10.4 In the event of leakage or spillage, it shall be the vendor’s responsibility to effect immediate containment, cleanup, and disposal and restoration activities in accordance with applicable State of California laws and regulations and subject to County’s satisfaction.
3.10.5 All material associated with such clean-up shall be removed by the Contractor.
3.11 Safety Data Sheet – It is required by law that all hazardous materials must be identified and be accompanied with a “Safety Data Sheet” (SDS) at the delivery site.
3.12 Substitutions – Contractor will not be allowed to substitute any product with any other without the consent of the County end-user Department placing the order. If substitute products are delivered without approval, it will be the responsibility of the vendor to collect product at no charge or penalty to the County.
4. Electronic Transactions in Ariba Network
The County has implemented the Santa Clara County Procure-to-Pay Collaborative Commerce (SCC P2P) project in year 2015 to streamline its procurement and payment functions. The County transacts business with its suppliers electronically using the Ariba system, which includes issuing purchase orders to and receiving invoices from its suppliers. In order to do business with the County, Contractor needs to register to establish a relationship with the County on the Ariba Network. The Ariba Network is a cloud-based electronic commerce network that allows buyers and sellers of goods and services to collaborate.
Contractor will not be charged for their relationship and/or any transactions with the County of Santa Clara on the Ariba Network.
Contractor shall provide and maintain an Ariba-compatible catalog of all products within the scope of the contract.
5. Reports
Contractor shall be responsible for processing, discussing, and submitting reports upon request, which shall include, but not be limited to:
5.1 Spend Reports – Expenditures against the Agreement, including ability to provide total spend by the County, total spend for contracted services and products, and total spend by date.
--
First Amendment to Agreement CW2239583
Between the County of Santa Clara and Western States Oil Company 9 5.2 Usage Reports – Includes but shall not be limited to the cumulative contract activity and any other analytical information as mutually agreed upon.
5.3 Upon request and as mutually agreed upon by County and Contractor, Contractor shall provide additional reports on items that are not contained in the spend or usage reports.
6. Invoicing
6.1Invoices shall be provided to the County end user departments submitting the CRPO. Invoices shall include, but not be limited to the following information:
6.1.1 Fuel site location;
6.1.2 Date and time of transport;
6.1.3 Description(s) of product(s) provided;
6.1.4 Amount of fuel;
6.1.5 Total gallons and dollars by product;
6.1.6 Summary of fuel gallons applicable taxes;
6.1.7 Copy of OPIS Rack Price for the date of order/delivery
6.1.8 Associated CRPO numbers(s); and
6.1.9 Associated Agreement number.
6.2Contractor shall correct any invoices that include incorrect or missing information. Invoices cannot be processed until invoices are correct and approved by County department.
6.3Contractor shall not invoice the County for any fees or charges not specifically listed in the final agreement.
6.4Credit Memos – Contractor shall issue credit memos to the County identifying any amounts due back to the County for incorrect charges (e.g. overcharges, cancellations, non-contracted products, etc.).
E. COUNTY RESPONSIBILITIES_______________________________________
1. County shall issue a CRPO to the Contractor for all contracted products to be ordered against this Agreement.
1.1 CRPO issuance may need to be processed upon delivery of products by Contractor. For these instances, County shall issue CRPO’s after delivery of products and receipt of invoice.
1.2 County shall not process any invoices for payment until goods are delivered and received.
//
//
//
//
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: James R. Williams
SECOND AMENDMENT TO AGREEMENT # CW2239583
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
WESTERN STATES OIL COMPANY
This is the Second Amendment to the Agreement between the County of Santa Clara (“County”) and Western States Oil Company (“Contractor”) entered into on January 12, 2021 to provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 to 6000 Gallons and Big Tanks to the County.
This Agreement is amended as follows effective September 15, 2023:
1. Key Provision, AGREEMENT TERM, on page # 1 is hereby revised to read as follows:
This Agreement commences on January 12, 2021 and expires on January 11, 2025, with one (1) one-year option to extend the term which may be exercised in the County’s sole and absolute discretion (subject to the termination provisions set forth below).
2. Key Provision, AUTHORIZED USERS, on page # 1 is hereby revised to read as follows:
1. Facilities and Fleet (FAF)
2265 Junction Ave
San Jose, CA 95131
2. Parks and Recreation Department (PRK)
298 Garden Hill Dr
Lost Gatos, CA 95032
3. County of Santa Clara Health System (CSCHS):
a) Santa Clara Valley Medical Center
751 South Bascom Ave
San Jose, CA 95128
b) O’ Connor Hospital
2105 Forest Ave
San Jose, CA 95128
Second Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
2 c) St. Louise Regional Hospial
9400 No Name Uno
Gilroy, CA 95020
d) De Paul Health Center
18550 Depaul Dr #109
Morgan Hill, CA 95037
3. Key Provision, COUNTY CONTRACT ADMINISTRATORS, on page #2 is hereby revised to read as follows:
Samuel Hirsch, Procurement Contracts Specialist
(408) 491-7485; [email protected]
Ralph Murrieta, Buyer I
(408) 491-7489; [email protected]
4. Add the following provision to EXHIBIT A, “COUNTY OF SANTA CLARA STANDARD TERMS AND CONDITIONS,” as follows:
68. COVID-19 REQUIREMENTS (IF APPLICABLE)
Contractor shall comply with all County requirements relating to COVID-19 for persons who routinely perform services for the County onsite and share airspace with or proximity to other people at a County facility as part of their services for the County, including but not limited to vaccination, as applicable and periodically updated, and available at
https://procurement.sccgov.org/doing-business-county/contractorvaccinations and incorporated herein by this reference. If applicable, Contractor shall complete the Contractor Certification of Compliance with COVID-19 Vaccine Requirements (“Certification”), attached hereto as Exhibit F. Contractor shall comply with the requirements of this Section for the entire term of this Agreement.
Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.
Failure by Contractor to comply with any of the requirements of this Section (including but not limited to vaccination and masking requirements and completion and submittal of the Certification) is a material breach of this Agreement, and the County may, in its sole discretion terminate this Agreement immediately or take other action as the County may determine to be appropriate.
5. Add EXHIBIT F, “CONTRACTOR CERTIFICATION OF COMPLIANCE WITH COVID-19 VACCINE REQUIREMENTS”, attached hereto and incorporated herein by this reference.
Second Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
3 All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Prepared by Lisa Plascencia Buyer II at (408) 491-7439 or [email protected].
The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that he/she executed this Amendment in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Amendment, the entity on behalf of which he/she acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
APPROVED AS TO FORM AND LEGALITY
Title: _____________________
___________________________________
Robert Nakamae Date Date: _____________________
Deputy County Counsel
!# ! "
"
r-:- DocuSigned by:
~B~~~
Second Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
4 EXHIBIT F
"#!##"
!" $
"
• O:'.'""TR...\ TOR ERTIFl A TIO~ - OF 'OllPLI.4.: CE "7ITH CO\'ID-19 VAC L'\-.E REQ11RE1IL.''i'L
-e,-si · n :Effe th"ie epte-m •·., • '0'
ann r lnfonn 1ti n:
- mne of, c.ntta
Commctor phone number.
C oob·ado.l" Certiit", tiou. On be.half of Contrm:tor, I heieb Cefb:fy th t:
l _ ContRc:tor hi' reviewed. and is- m compliaace with all ament Couo. • 1,equu:emmts reg.anling; OVID-19 Jcciw,tiou ,~pplicable to r-o __ tmctor' ,p,enoooel ;orlili, a1 Ol'lftty fn ililies. inclnding b , t not limited to the re,quirements in ·lb County~ s memorandum repding COVID19 • -~ ReqUU"em.ent fo ou1-ny P,~004"[ • _ o'littty ~accin" Poli~~· . h" Cmuiu:y memorandum. regarding Applicatien of COVID-19 • ac i:'llla;tion. Reqltiremen ro Co m ontractQl'S, lnte:m . and o1untll5. ru] c:ucr~nt _tate> and Colllll:y He,a1th. Offictt ordi! .and an othec el'WO' ~m,emm.ts. Th ~ mtmomnda and ouren ount:y policies ar ac:cess:ibleat <httpp/procuremmt_sccgo\· _org/ooingwbus.intss-countvlcontractor-,;raccinati:ons>_ onb1ictor mderstands that it - responsible fw- rcr r1,e m -and maintaining conipliance \"nth ml :uh quent ~\1. ions or amendrn~ts to '"tal!e and oumy •· ,defs and r~qntrement regarding -OVID-19.
of tlle' d:ate • igned below.
onirnctor 1mdet tan& loot i must confirm and ha to.nfitmed,. that all of oomractwl)efifflmel tmd1Uding any suheontrnctor personnel) utho -rmitin~ly penorm eivices for the ·otmty onsi!e' - d me,, airspa e ,,ii or pr,ox:iJrw . to oth ·p~plt at , ind001" Cmm facility -as pan of d1eir enrices :for the Cotm-. Lare:
i Full~l ·vaccinated against 00 7JD-l9 s de,WJ.ecl an.d required in the ount~l cine Polle. . ! .;;...
- itegard'mg, Appli cciwi • cm, Rteq,uirmiem Cwn
rm, _ p@rl'Ofll!Wl~ w.ru • 1mction;511M nee ·not. ~ fa rnmpl:f ~ • cci.na'liolll requ· -. t~t comp1-wi • r, e md oeal. (iffl'bl'.ic: he. th l11nv.,. ~ . __ ,~d • g, andm m -. -~ -
~Mlm!ilt l1'ft' y 1 - em!U1 :e- ,. ' luding o~ t , reslrictive mim ilie Coumy po , o.f the dare of - . . - :mL1 Depanment of Pub (C011i) mi~; -• -•. ' •• ' u - ~ -' in custodial itllmfl. ®!Jaw, II to. ' - - 9bom . co PB.boo .··et"f'1piUCSUenr life: e:q,ectffl lo ply wi.!h it, .in • ddilimi, to 'the • ·•, c:-ess in s«1ioo C of the Cot..uity \ :i«D'le- Polic: · ldl • ppl llli. r~ iUMI~ _ @X@mptirut , run • _ _ . , ~ !!'ill ~t -
Second Amendment toAgreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
5 S d A d A # CW22 39 83
" !# ! "
u. Have a kg11lly suflicienl and approved medical, disability. or religions exemption from vaccination that has been granted by contractor. b. Contractor has verified and t~1ll continue 10 venfy the vaccinaiion stains of all staff workii1g on site at any County facility. and has obtained proof of vaccination from its staff in a fom1 consistent witb tbe Cruifomia Department of Public Healtl1 's Vaccine Records Guidelines and Standards.
3. If contractor seeks 10 send any persounel whe are noi fully vaccinated 10 work indoors at lilly County facility because the contractor has granted them an exemption. contractor shall notify the County in \:\>nting by pro,'idiug a list of any such personnel to the COVID-19 Designee for the department that manages the facility where the contractor personnel will be working at least 96 hours in adva.uce of any such personnel ruri,'iug on.site so that the deparuneut has su.fficiem time to deiennine whether it will appro,·e the contractor· s requests that 115 _personnel work onsite and .. if approved. can ensure that d1e contractor has complied with all applicable COVID19 safety requirements for un,-accinat~d individuals. including. where appliable. regular testing and the use of a fit-tested N95 mask. 3 Notice m11St be separately prov'ided to each department that manages a facihty where contractor seek~ ro assign personnel to work ousire.
4. If any of contractor· s persoru;iel are noucowpliant with vaccination or testing requiren1ents. contractor "ill notify the Co\lJlty Department for ,vhicb ihey are providing seivices immediately and will not permit those personnel to go ousire at a County facility without express wnrteu pffill.ission from the County.
S. Contractor will co,uply \\~th all rea~onable requests by the County for documentation demonstratmg ihecontrac1or's compliance with this Certification..
I verify the rn.uh and accuracy of the s1ateme1us in this Cenificauou undef penalty of _perjury 1u1d« the laws of the State of California.
Name of authorized representative of
Contractor
Title
Daie
1 If coo1n1ctor ~ penoW1el who are not fullr vacci.natt<I, it ,scootractor's ob.ligation to e=rt tbal it hM any n~e=ry auihorizalion under the Califorrua Confidentiality ofMedical Infotmatiou Act, Cal. Civ. Code§§ 56 et seq., 1l1ld unde<auy 0th« L1ws to share this information with the County.
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: James R. Williams
THIRD AMENDMENT TO AGREEMENT # CW2239583
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
WESTERN STATES OIL COMPANY
This is the Third Amendment to the Agreement between the County of Santa Clara (“County”) and Western States Oil Company (“Contractor”) entered into on January 12, 2021, to provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up and Big Tanks for the County.
This Agreement is amended as follows effective October 16, 2023:
1. Key Provision, PAYMENT TERMS, on page # 2 is hereby revised to read as follows:
“NET 30”
2. EXHIBIT A: “COUNTY OF SANTA CLARA STARDARD TERMS AND CONDITIONS,” is hereby revised to read as follows:
a. Section 13, is hereby deleted in its entirety and replaced with the following:
13. PAYMENT
County’s standard payment term shall be Net Thirty (30), unless otherwise agreed to by the parties. Payment shall be due Net Thirty (30) days from the date of receipt and approval of correct and proper invoices. Payment is deemed to have been made on the date County mails the warrant or initiates the electronic funds transfer.
b. Section 33, is hereby deleted in its entirety and replaced with the following:
33. INDEMNITY
Notwithstanding any other provision of this Agreement, Contractor shall indemnify, release, hold harmless, and defend, with counsel approved by County, County and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection with, performance of this Agreement by Contractor and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for County as allowed by law.
Third Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
2 Contractor shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which Contractor contests its obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest.
c. Section 44, is hereby deleted in its entirety and replaced with the following:
44. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
Contractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicable requirements governing avoidance of impermissible client conflicts; and (2) federal, state and local conflict of interest and disclosure laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by County.
In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to Contractor’s employees, agents, and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to County under this Agreement. Contractor shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity.
Contractor shall immediately notify County of the names of individuals
Third Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
3 working in such a capacity who, during the course of the Agreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to this paragraph understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable conflict of interest and disclosure laws and regulations and shall file Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.
If applicable, Contractor and its agents shall comply with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any County officer during the proceeding and for 12 months following the final decision in the proceeding. Disclosures pursuant to the Levine Act must be submitted online at the Office of the Clerk of the Board of Supervisors website at http://www.sccgov.org/levineact.
d. Section 55, is hereby deleted in its entirety and replaced with the following:
55. SURVIVAL
All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Agreement, shall survive the termination or expiration of this Agreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to the California Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upon termination or expiration of this Agreement, including but not limited to those listed in the “Disentanglement” Section.
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Prepared by Ralph J. Murrieta, Jr., Buyer I at (408) 491-7489 or [email protected]. Administered by Samuel Hirsch, Procurement Contracts Specialist at (408) 491-7485 or [email protected]. //
//
Third Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
4 The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
APPROVED AS TO FORM AND LEGALITY
Title: _____________________
_________________________________
Robert Nakamae Date Date: _____________________
Deputy County Counsel
DocuSigned by:
~ Ju,..
28 882DFCD8684D2 ...
~ DocuSigned by:
~~
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: James R. Williams
FOURTH AMENDMENT TO AGREEMENT # CW2239583
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
WESTERN STATES OIL COMPANY
This is the Fourth Amendment to the Agreement between the County of Santa Clara (“County”) and Western States Oil Company (“Contractor”) entered into on January 12, 2021, to provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up and Big Tanks for the County.
This Agreement is amended as follows effective September 27, 2024:
1. Key Provision, AGREEMENT TERM, on page # 1 is hereby revised to read as follows:
“This Agreement commences on January 12, 2021 and expires on January 11, 2026, unless terminated earlier or otherwise amended.”
2. EXHIBIT A: “COUNTY OF SANTA CLARA STARDARD TERMS AND CONDITIONS,” is hereby revised to read as follows:
a. Section 68, is hereby deleted in its entirety and replaced with the following:
68. COVID-19 REQUIREMENTS (IF APPLICABLE)
Contractor shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference. Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.
b. Add the following:
69. LEVINE ACT COMPLIANCE
Contractor will comply and will ensure that its agents (as that term is defined under 2 Cal. Code Regs. § 18438.3(a)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission
Fourth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
2 concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any County officer during the proceeding and for 12 months following the final decision in the proceeding. Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at http://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement.
3. EXHIBIT F, “CONTRACTOR CERTIFICATION OF COMPLIANCE WITH COVID-19 VACCINE REQUIREMENTS,” is deleted in its entirety.
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Prepared and administered by Ralph J. Murrieta, Jr., Buyer I at (408) 491-7489 or [email protected] and Samuel Hirsch, Buyer III at (408) 491-7485 or [email protected].
The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter. //
//
//
//
//
Fourth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
3 By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
APPROVED AS TO FORM AND LEGALITY
Title: _____________________
___________________________________
Robert Nakamae Date Date: _____________________
Deputy County Counsel
IA:s
C
r-:;- DocuSigned by:
~B~~~
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408-491-7400
Board of Supervisors: Sylvia Arenas, Betty Duong, Otto Lee, Susan Ellenberg, Margaret Abe-Koga County Executive: James R. Williams
FIFTH AMENDMENT TO AGREEMENT # CW2239583
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
WESTERN STATES OIL COMPANY
This is the Fifth Amendment to the agreement between the County of Santa Clara (“County”) and Western States Oil Company (“Contractor”), effective January 12, 2021 as amended from time to time (collectively, the “Agreement”), to provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up and Big Tanks for the County. The County and Contractor may be referred to herein individually as a “Party” and collectively as the “Parties.”
This Amendment is covered under Resolution BOS-2024-120, adopted by the County of Santa Clara Board of Supervisors on September 24, 2024 (legislative file 121759), and providing for the Delegation of Authority to the Chief Executive Officer or designee relating to the potential purchase of Regional Medical Center and related assets.
The Parties agree as follows:
1. Amendment Effective Date. This Fifth Amendment is effective as of the date it is fully executed as set forth below (the “Amendment Effective Date”).
2. Key Provision, Authorized User, is amended to add the following County site:
Regional Medical Center
225 North Jackson Avenue
San Jose, California 95116
3. Key Provision, TOTAL AGREEMENT VALUE, on page # 2 is hereby revised to read as follows:
“The total not to exceed value of this Agreement is $5,500,000, which represents an increase of $500,000 from the prior not to exceed value of $5,000,000. Contractor understands that this not to exceed value does not represent a commitment by County to Contractor.”
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
Fifth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Western States Oil Company
2 Prepared by Bryant Lee, Buyer III at (408) 491-7451 or [email protected].
Administered by Ralph J Murrieta, Jr, Buyer I at (408) 491-7489 or [email protected] and Samuel Hirsch, Buyer III at (408) 491-7485 or [email protected].
The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
___________________________________
County Executive or Designee Date Title: _____________________ Date: _____________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Robert Nakamae Date
Deputy County Counsel
r-:;- DocuSigned by:
~B8~~~
r-:Signed by:
L ~ 9A~~
County of Santa Clara
Office of the County Executive
Procurement Department
130 West Tasman Drive
San Jose, CA 95134
Telephone 408Ȭ491Ȭ7400
Board of Supervisors:ȱȱSylvia Arenas, Betty Duong, Otto Lee, Susan Ellenberg, Margaret AbeȬKoga County Executive: James R. Williams
SIXTH AMENDMENT TO AGREEMENT # CW2239583
BY AND BETWEEN THE COUNTY OF SANTA CLARA AND
TOM LOPES DISTRIBUTING, INC. DBA WESTERN STATES OIL COMPANY This is the Sixth Amendment to the Agreement between the County of Santa Clara (“County”) and Tom Lopes Distributing, Inc., dba Western States Oil Company (“Contractor”) entered into on January 12, 2021 to provide Ultra-Low Sulfur Diesel and Renewable Diesel 4001 Gallons and Up and Big Tanks for the County.
This Agreement is amended as follows effective December 5, 2025:
1. Key Provision, AGREEMENT TERM, on page # 1 is hereby revised to read as follows:
“This Agreement commences on January 12, 2021 and expires on January 11, 2027, unless terminated earlier or otherwise amended.”
2. Key Provision, COUNTY CONTRACT ADMINISTRATOR, on page # 2 is hereby revised as follows:
Ralph J. Murrieta, Jr., Buyer II
(408) 491-7489; [email protected]
3. EXHIBIT A: “COUNTY of SANTA CLARA STANDARD TERMS AND CONDITIONS,” is hereby revised as follows:
a. Section 43, is hereby deleted in its entirety and replaced with the following:
43. CALIFORNIA PUBLIC RECORDS ACT
County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, County will make reasonable efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time #(&"")!#$
Sixth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Tom Lopes Distributing, Inc. dba Western States Oil Company 2 County is required to respond to the CPRA request, County may disclose the requested information.
Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorneys’ fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by Contractor. b. Section 44, is hereby deleted in its entirety and replaced with the following:
44. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
Contractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicable requirements governing avoidance of impermissible client conflicts; and (2) federal, state and local conflict of interest and disclosure laws and regulations including, without limitation, California Government Code section 1090 et seq., the California Political Reform Act (California Government Code section 87100 et seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by County.
In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractor or employ any person having such an interest. Contractor, including but not limited to Contractor’s employees, agents, and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests.
If the disclosure provisions of the Act are applicable to any individual providing service under the Agreement, Contractor shall, upon execution of this Agreement, provide County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of Contractor’s service to County under this Agreement. Contractor shall immediately notify County of the names and email addresses of any additional individuals later assigned to provide such service to County under this Agreement in such a capacity. #(&"")!#$
Sixth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Tom Lopes Distributing, Inc. dba Western States Oil Company 3 Contractor shall immediately notify County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to this paragraph understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable conflict of interest and disclosure laws and regulations, and shall file Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. c. Section 56, is hereby deleted in its entirety and replaced with the following:
56. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be construed and interpreted according to the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions shall be exclusively vested in state court in Santa Clara County. The parties agree that subject matter and personal jurisdiction are proper in state court in Santa Clara County, and waive all venue objections.
d. Section 62 is hereby deleted in its entirety and replaced with the following:
62. INFORMATION SECURITY COMPLIANCE
(1) For purposes of this section, the following definitions shall apply:
(A) “Breach” means unauthorized access to, or use of, County Data or information security networks or systems that compromises confidentiality, integrity, and/or availability of those systems or County Data.
(B) “Independent Penetration Testing,” or “pen testing,” means County's practice, by using an independent third party, of testing a computer system, network or web application to find security vulnerabilities that an attacker could exploit.
(C) “Risk Assessment” means the process by which County's Information Security Office (“ISO”) assesses (i) Contractor's information security program, and related aspects, by identifying, analyzing, and understanding how Contractor will store, process and transmit County Data; and (ii) the potential impact on County of any security risks, weaknesses and threats related to safeguarding County assets and County Data. The Risk
Assessment usually includes the ISO's evaluation of
documentation provided by Contractor.
(2) Contractor shall do all of the following:
(A) Maintain or improve upon its information security posture at the time of County’s initial Risk Assessment as reasonably
determined by County. Contractor shall provide written notice to ISO of any changes or deficiencies to its information security posture.
(B) Protect the confidentiality, integrity, and availability of County’s data and comply with any information security requirements #(&"")!#$
Sixth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Tom Lopes Distributing, Inc. dba Western States Oil Company 4 provided to Contractor by the ISO for the entire term of the Agreement.
(C) Follow any updated security requirements for the remaining term of the Agreement if County re-evaluates the Risk Assessment, conducts periodic audits, and/or completes annual Independent Penetration Testing.
(D) Upon discovering any Breach that could impact County, whether caused by Contractor, its officers, employees, contractors or agents or others, Contractor shall notify the ISO at
[email protected] within 24 hours. Contractor shall also comply with all of its other obligations in this Agreement relating to breaches and potential breaches.
e. Section 67 is hereby deleted in its entirety and replaced with the following:
67. CLICK-THROUGH AGREEMENTS AND CONTRACTOR POLICIES
(1) No provisions of any shrink-wrap or any click-through agreement (or other form of “click to accept” agreement) that may routinely accompany any products or services acquired under this Agreement shall apply in place of, or serve to modify any provision of this Agreement, even if a user or authorized officer of County purports to have affirmatively accepted such shrink-wrap or click through provisions. Without limiting the foregoing, no “terms of use,” “privacy policy” or other policy on Contractor’s website or application (collectively, “Policies”) or another website that may routinely accompany any products or services acquired under this Agreement shall apply in place of or serve to modify any provision of this Agreement.
(2) For the avoidance of doubt and without limiting the foregoing, in the event of a conflict between any such shrink- wrap, click-through provisions or Policies (irrespective of the products or services that such provisions attach to) and any term or condition of this Agreement, the relevant term or condition of this Agreement shall govern to the extent of any such conflict. Only the provisions of this Agreement as amended from time to time, and executed by the parties, shall apply to County and or authorized user.
(3) The parties acknowledge that County and or authorized users may be required to click “Accept” as a routine condition of access to services through Contractor’s website or other application. Such click-through provisions or Policies on Contractor’s website shall be null and void for County and/or each such authorized user and shall only serve as a mechanical means for accessing such services.
f. Section 68 is hereby deleted in its entirety:
68. COVID-19 REQUIREMENTS (IF APPLICABLE)
Contractor shall comply with all County requirements in effect relating to COVID-19 for persons who routinely perform services for County onsite and share airspace with or proximity to other people at a County facility as part of their services for County as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated #(&"")!#$
Sixth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Tom Lopes Distributing, Inc. dba Western States Oil Company 5 herein by this reference. Contractor shall comply with all reasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.
g. Section 69 is hereby deleted in its entirety and replaced with the following:
69. LEVINE ACT COMPLIANCE
Contractor will comply, and will ensure that its agents (as that term is defined under California Government Code section 84308(h)) and its subcontractors identified in Contractor’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a covered contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the proceeding, as well as prohibit an agent of the party from making a contribution in any amount to any Elected County Officer during the same time periods. Contractor agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at
https://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form:
Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form:
Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement. h. Add the following provision:
70. ACCESSIBILITY OF WEB CONTENT AND MOBILE APPLICATIONS
INTENDED FOR PUBLIC USE
Any web content and/or mobile application created, modified, or published by the Contractor pursuant to this Agreement for public use shall comply with the Level A and Level AA or higher-level success criteria and conformance requirements specified in the 2018 or a later-published version of the Web Content Accessibility Guidelines 2.1, available at https://www.w3.org/TR/2018/REC-WCAG21-20180605/.
All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement and this Amendment, this Amendment controls.
#(&"")!#$
Sixth Amendment to Agreement # CW2239583
By and Between the County of Santa Clara and
Tom Lopes Distributing, Inc. dba Western States Oil Company 6 The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.
By signing below, signatory warrants and represents that they executed this Amendment in their authorized capacity, that they have the authority to bind the entity listed below to contractual obligations and that by their signature on this Amendment, the entity on behalf of which they acted, executed this Amendment.
COUNTY OF SANTA CLARA CONTRACTOR
___________________________________ By: _____________________ Matthew Hada Date
Director of Procurement
Print: _____________________
Title: _____________________
Date: _____________________
APPROVED AS TO FORM AND LEGALITY
___________________________________
Robert Nakamae Date
Deputy County Counsel
#(&"")!#$
#" &#"
%'#%#!&
r-:Signed by:
~B8~~~
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-96 Agenda Date: 3/10/2026
REPORT TO COUNCIL
SUBJECT
Action on an Agreement with Peregrine Technologies, Inc. for a Data Integration Platform and Professional Services for a Not-to-Exceed Amount of $2,802,002 Over a Ten-Year Term and to Approve the Related Budget Amendment
EXECUTIVE SUMMARY
The report proposes implementing a Data Integration Platform that consolidates information from multiple public safety systems into a single operational environment. The platform enables personnel to rapidly access and analyze data across systems, improving situational awareness and response efficiency.
BACKGROUND
Current Operating Environment
Police departments rely on numerous information systems to support operations, investigations, and emergency responses for daily policing and at special events. These systems commonly include records management systems (RMS), body worn cameras (BWC), computer-aided dispatch (CAD), automated license plate recognition platforms (ALPR), geographic information systems (GIS), Unmanned Aircraft Systems (UAS/Drone), analytical tools, and other internal or regional data sources.
While each system serves a specific function, the data they generate often exists in separate platforms. As a result, staff must manually cross-reference systems to consolidate information and develop a real-time comprehensive operational picture. This decentralized data structure extends the time required to gather critical information, limits analytical capacity, and slows informed operational decision-making, constraining proactive policing efforts.
As public safety operations have evolved into a more complex and interconnected environment, often requiring coordination with regional and multi-agency partners, the need for rapid access to integrated, real-time information has become operationally critical.
Real-Time Intelligence Center (RTIC)
In November 2024, Santa Clara voters approved Measure I, which included infrastructure funding for the development of a Real-Time Intelligence Center (RTIC). An RTIC is a centralized, technologyenabled operational hub designed to integrate and analyze information from multiple public safety systems to provide real-time situational awareness and actionable intelligence that supports informed decision-making during incidents and daily operations.
City of Santa Clara Page 1 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
An RTIC typically includes dedicated analysts and integrated technology systems that allow personnel to monitor unfolding events, identify emerging threats, track active incidents, and deliver timely information to officers and command staff before and during operations. By consolidating data from multiple sources, the RTIC enables faster information sharing, strengthens coordination during critical incidents and large-scale events, and enhances collaboration with regional partners.
A Data Integration Platform serves as the foundational technology supporting RTIC operations by consolidating information from traditionally separate systems, such as records management systems, computer-aided dispatch, license plate reader data, body-worn camera systems, geospatial mapping, and other authorized public safety technologies into a unified environment. This capability allows personnel to quickly access and analyze information that would otherwise require time-consuming manual searches across multiple systems, improving operational awareness, response efficiency, and officer safety.
Data Integration Platform
While the proposed Data Integration Platform will serve as the foundational technology for the future Real-Time Intelligence Center (RTIC), its operational value is immediate and extends beyond the RTIC model. Upon implementation, the platform will support daily patrol activities, investigative functions, supervisory oversight, and command-level decision-making by enabling personnel to access integrated, real-time data from multiple systems within a unified operational environment. This capability allows patrol officers, detectives, and supervisors to conduct consolidated searches, identify patterns, and quickly access critical contextual information that would otherwise require querying multiple systems, improving situational awareness and operational efficiency.
In February 2026, the Police Department (Department) established a temporary Real-Time Intelligence Center (RTIC) to support operational demands during major events, including Super Bowl LX and FIFA World Cup activities. Currently, analysts must access multiple independent databases to locate critical information, a time-intensive process that often requires multiple personnel and delays the delivery of actionable intelligence. This fragmented approach limits the Department’s ability to provide real-time situational awareness. Implementation of a Data Integration Platform enhances public safety operations by consolidating fragmented information systems into a unified, real-time operational view. This improves situational awareness, supports faster and more informed decision-making, strengthens officer and community safety, and increases efficiency during routine operations and large-scale critical incidents.
In modern policing environments where critical information is distributed across numerous systems, a unified data integration platform functions as essential operational infrastructure. Similar to CAD or RMS systems, the ability to rapidly access, synthesize, and interpret data directly impacts officer safety, investigative effectiveness, and resource deployment decisions. A Data Integration platform addresses this operational necessity by transforming fragmented data into actionable intelligence accessible across the Department.
The proposed agreement includes administrative capabilities that could support the management of an ALPR program for so long as the City has an ALPR program. However, ALPR functionality represents a limited component of the overall capabilities of the Data Integration Platform, and the ongoing functionality (and benefit) of the overall platform is not dependent in any respect upon the City of Santa Clara Page 2 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
activation (or deactivation) of the ALPR administrative capability. Approval of this agreement does not constitute approval of, or create a requirement for, an ALPR program.
Importantly, the platform will support daily patrol operations and investigative functions independent of a fully staffed RTIC. Patrol officers, detectives, and supervisors will be able to access integrated data directly to support case development, field decision-making, and proactive enforcement strategies. While the system will serve as the foundational technology of the future RTIC, its operational benefits are immediate and extend across the Department’s routine policing activities.
Although additional analyst positions are anticipated to support full RTIC operations in the future, any associated staffing and budget adjustments will be presented to the City Council for consideration at a later date. Deployment of the platform at this stage ensures that the Department enhances operational effectiveness now, while also positioning the City for a seamless transition to a fully staffed RTIC when implemented.
DISCUSSION
Procurement Process
Pursuant to City Code Section 2.105.140(c), staff conducted a formal Request for Proposals (RFP) process, with the award recommendation based on “best value.” On September 25, 2025, staff published the RFP for an enterprise Data Integration Platform and related services on the City’s e-procurement system. Six proposals were received from the following firms:
1. Carahsoft Technology Corporation
2. DataTerrain, Inc. dba SocialRoots.ai
3. EcoMetrix, LLC
4. Flock Group, Inc. dba Flock Safety
5. Peregrine Technologies, Inc.
6. Saitech, Inc.
Proposals were evaluated by an evaluation panel in accordance with the RFP evaluation criteria, including firm experience, qualifications, technical capabilities, and responsiveness. Following initial scoring, Peregrine Technologies, Inc. (Peregrine) was invited to participate in an oral interview as part of the evaluation process.
Based on the evaluation, including the oral interview, the evaluation panel determined that Peregrine’s proposal represented the best value to the City and recommends award to Peregrine consistent with the evaluation criteria set forth in the RFP.
Proposed Platform
Peregrine’s platform is a data integration and analytics solution designed to aggregate and analyze information from multiple City and public safety systems to support operational awareness and decision-making. The platform can present data in real time or near real time, depending on the source system integrations, and is intended to reduce reliance on manual compilation across City of Santa Clara Page 3 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
separate systems.
By consolidating data into a unified operational view, the platform is intended to provide personnel with tools for querying, visualization, and trend analysis that may be more difficult to perform when data is maintained in multiple separate systems. The platform includes visualization features (e.g., charts, graphs, and spatial displays) to help personnel interpret data across variables such as time, date, and geographic concentration, which may support more data-informed planning and resource deployment.
The platform also includes features intended to support interagency collaboration through controlled information-sharing among participating law enforcement agencies. Participating agencies retain full control over their data, and information would not be shared with other agencies unless expressly authorized. The State legislature recently (October 2025) passed SB 580, requiring cities to comply with California Department of Justice guidance regarding access and sharing of databases operated by a state or local agency, including databases maintained for the agency by private vendors. This guidance will be published July 1, 2026, and will determine if and how any such authorization could occur. In the event any such access was authorized, the access would be limited through role-based permissions within an FBI Criminal Justice Information Services (CJIS)-compliant environment.
Operating within a fully CJIS compliant architecture, the platform enables authorized agencies to collaboratively identify patterns, track crime series, and coordinate operations across jurisdictional boundaries without relying on manual information exchange. The ability to share time-sensitive intelligence enhances situational awareness during active incidents and large-scale events, directly supporting informed decision-making that strengthens both officer and community safety.
Agreement Terms
Under the proposed agreement, Peregrine will provide a hosted Software-as-a-Service (SaaS) data integration platform including services for implementation, professional, subscription, training, and ongoing maintenance. Implementation of the platform will consist of six phases: (1) Planning and Analysis, (2) Development, Implementation, and Configuration Tasks, (3) Testing and Refinement, (4) Training, (5) Go Live, and (6) Full Acceptance and Post Go Live.
Peregrine offers multiple package models. The Police Department has chosen to move forward with the Required Package model. The proposed agreement will have an initial five-year term, plus up to five addition one-year options, for a potential total term of 10 years. Subscription fees for the initial term and each optional renewal year are set forth in the agreement in the amounts shown in Table 1.
Table 1 - Cost Summary
Description Total
Initial Term (Years 1 - 5)
Year 1 Required Package Subscription Fee $222,200.00
Year 2 Required Package Subscription Fee $228,866.00
Year 3 Required Package Subscription Fee $235,731.98
Year 4 Required Package Subscription Fee $242,803.94
Year 5 Required Package Subscription Fee $250,088.06
Initial Term Total $1,179,689.98
Option Periods (Years 6 - 10)
Option 1 - Year 6 Required Package Subscription Fee $257,590.70 Oi2 Y7 Rid PkSbiiF$26531842
City of Santa Clara Page 4 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
Year 1 Required Package Subscription Fee $222,200.00
Year 2 Required Package Subscription Fee $228,866.00
Year 3 Required Package Subscription Fee $235,731.98
Year 4 Required Package Subscription Fee $242,803.94
Year 5 Required Package Subscription Fee $250,088.06
Initial Term Total $1,179,689.98
Option Periods (Years 6 - 10)
Option 1 - Year 6 Required Package Subscription Fee $257,590.70 Option 2 - Year 7 Required Package Subscription Fee $265,318.42 Option 3 - Year 8 Required Package Subscription Fee $273,277.97 Option 4 - Year 9 Required Package Subscription Fee $281,476.31 Option 5 - Year 10 Required Package Subscription Fee $289,920.60 Option Periods Total $1,367,584.00
Contingency $254,727.40
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $2,802,001.38
The amounts above reflect a complete, all-inclusive annual SaaS subscription, including:
· Hosting and Platform Access: CJIS compliant cloud infrastructure, data storage, backups, and routine maintenance.
· System Configuration and Data Integration: Initial setup, connection of approved data sources, and configuration meeting project objectives.
· Training and Change Management: Administrator and end-user training, user-adoption support, and provision of documentation and user materials. · Ongoing Support and Maintenance: Help-desk support, system updates, bug fixes, and all feature and security enhancements released during the subscription. · Data Conversion and Migration: As required to enable go-live and ensure continuity of existing datasets.
· All professional services for initial deployment.
For Year 1, 80% ($177,760) is payable upon provisioning of licenses and confirmation of system availability for City access. The remaining 20% ($44,440) is payable upon successful completion of acceptance testing and execution of the Final System Acceptance Certificate. For Years 2-5 and any exercised option years, the annual subscription fee will be paid at the start of each renewal period.
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.
City of Santa Clara Page 5 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
FISCAL IMPACT
The term of the contract is five years, with a not-to-exceed amount of $1,179,690. A 10% contingency of $117,969 is recommended, bringing the total not-to-exceed amount to $1,297,659 for the initial five -year term. The City has an option to extend the term up to five additional years for a not-to-exceed amount of $1,367,584, with a 10% contingency of $136,758. With the extension, the total maximum not-to-exceed compensation, including contingencies, amounts to $2,802,001.
This investment represents foundational public safety technology infrastructure that will support Department-wide patrol, investigative, and intelligence operations throughout the term of the agreement.
Funding for the first year of the agreement is recommended to be allocated from the Budget Stabilization Reserve to the Police Department’s operating budget, as shown in the table below. This amount reflects the Year 1 cost and a 10% contingency. Funding for the outyears of the agreement will be incorporated into the Department’s operating budget as part of the budget process, subject to the appropriation of funds.
Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
General Fund
Expenditure
Police Department $99,435,308 $244,420 $99,679,728
Fund Balance
Budget Stabilization Reserve $81,450,116 ($244,420) $81,205,696
COORDINATION
This 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 outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Authorize the City Manager or designee to negotiate and execute an agreement with Peregrine Technologies, Inc. (Agreement) for an enterprise Data Integration Platform and related professional services for an initial five-year term with a maximum amount not-to-exceed $1,179,689.98, subject to the appropriation of funds and approval of final form by the City City of Santa Clara Page 6 of 7 Printed on 3/6/2026
powered by Legistar™
26-96 Agenda Date: 3/10/2026
Attorney;
2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement, including (a) exercising up to five one-year options to extend the Agreement term, and (b) negotiating and executing amendment(s) to the Agreement to (i) increase the maximum compensation by up to $1,622,311.40 (inclusive of $254,727.40 contingency) for a total aggregate not-to-exceed amount of $2,802,001.38 over the full ten-year term, (ii) add or delete services consistent with the scope of services, and (iii) make de minimis changes, subject to the appropriation of funds and approval as to form by the City Attorney; and
3. Approve the FY 2025/26 Budget Amendment in the General Fund to increase the Police Department budget in the amount of $244,420 and decrease the Budget Stabilization Reserve in the amount of $244,420 (five affirmative Council votes required for the use of unused balances).
Reviewed by: Cory Morgan, Chief of Police
Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. Agreement with Peregrine Technologies, Inc.
City of Santa Clara Page 7 of 7 Printed on 3/6/2026
powered by Legistar™
Agreement with Peregrine Technologies, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. S200005862
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PEREGRINE TECHNOLOGIES, INC.
PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Peregrine Technologies, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Final System Acceptance Certificate
Exhibit D – Peregrine Service Level Agreement
Agreement with Peregrine Technologies, Inc. Page 2
Rev. 07-01-18
Exhibit E – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on the Effective Date and terminate on March 31, 2031.
B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional one-year term through March 31, 2036 (“Option Period”), subject to the budget appropriation. The Option Periods shall be authorized through and Amendment to this Agreement executed by the Parties.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
Agreement with Peregrine Technologies, Inc. Page 3
Rev. 07-01-18
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Two Million Eight Hundred Two Thousand One Dollars and Thirty-Eight Cents ($2,802,001.38), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
Agreement with Peregrine Technologies, Inc. Page 4
Rev. 07-01-18
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City; provided, however, that City’s ownership shall not extend to, and Contractor shall retain all right, title, and interest in and to, any pre-existing materials, software, source code, algorithms, trade secrets, know-how, or other proprietary technology of Contractor, including the Peregrine platform and any enhancements, configurations, or derivative works thereof, whether developed before or during the term of this Agreement. The Service is a commercial software-as-a-service platform and no custom software or source code is developed for City under this Agreement.
Contractor may retain and use copies of any materials developed for City recordkeeping, portfolio, and internal business purposes. City shall not be limited in any way or at any time in its use of said material that is owned under this Section. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges Agreement with Peregrine Technologies, Inc. Page 5
Rev. 07-01-18
made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor (“Indemnifying Party”) shall defend, indemnify, and hold harmless the City, its officers, employees, and agents (“Indemnified Party”) from and against any third-party claims, demands, losses, liabilities, or expenses (including reasonable attorneys’ fees), including claims by Contractor’s employees or agents, arising from Contractor’s negligence, willful misconduct, violation of law, breach of any material warranty/ representation/covenant made by Contractor under this Agreement, or infringement of a third party’s intellectual-property rights, and not to the extent caused by the gross negligence or willful misconduct of the City or any Indemnified Party. .
B. Contractor shall remain solely responsible for its own employees and subcontractors and for compliance with applicable employment and labor laws. Nothing in this Agreement creates any employment relationship between the City and Contractor’s personnel.
15. LIMITATION OF LIABILITY
A. General Liability Cap. Except for a Party’s willful misconduct, gross negligence, or as specified in Section 15.B of this Agreement, in no event shall either Party’s aggregate direct liability to the other Party arising out of or relating to this Agreement, under any legal or equitable theory (including breach of contract, tort—including negligence—strict liability, or otherwise), exceed three times the total amount of fees paid or payable by City to Contractor under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim (or expected to be paid, if the claim arises within the first twelve months).
B. Specific Liability Cap. Notwithstanding anything to the contrary in this Agreement, Contractor’s aggregate liability to City for all claims arising out of or relating to: (a) intellectual property infringement or (b) data breach or unauthorized access to customer data in breach of this agreement; or (c) Agreement with Peregrine Technologies, Inc. Page 6
Rev. 07-01-18
bodily injury, death, or damage to tangible personal or real property; or (d), employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), shall not exceed $1,000,000; provided however, that Contractor shall have no liability under this section to the extent that such claims are solely caused by customer's acts or omissions.
C. Notwithstanding the foregoing, neither Party shall be liable to the other for any exemplary or punitive damages, or for any loss of profits, revenue, data, or business opportunities, whether arising out of breach of contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit E, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit E.
17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara Police Department
Attention: Casey Rettig
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]; [email protected]; and [email protected]
And to Contractor addressed as follows:
Peregrine Technologies, Inc
PO Box 7775 PMB 69596
San Francisco, CA, 94120-7775
and by e-mail at [email protected]
Agreement with Peregrine Technologies, Inc. Page 7
Rev. 07-01-18
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, Agreement with Peregrine Technologies, Inc. Page 8
Rev. 07-01-18
in the United States District Court, Northern District of California, San Jose, California.
24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
(SIGNATURES ON NEXT PAGE)
Agreement with Peregrine Technologies, Inc. Page 9
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
PEREGRINE TECHNOLOGIES, INC.
a California corporation
Dated:
By (Signature):
Name: Robert Wheeler
Title: Head of Commercial Operations
Principal Place of
Business Address:
71 Stevenson Street, Suite 700
San Francisco, CA 94105
Email Address: [email protected]
Telephone: (415) 287-2749
Fax: N/A
“CONTRACTOR”
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.
The Scope of Services, including Exhibit A and Contractor’s proposal response provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.
1. PROJECT BACKGROUND AND DESCRIPTION
1.1. Contractor shall provide a Data Integration (DI) Platform (“Solution” or “Platform”) in support of the Santa Clara Police Department.
1.2. The Santa Clara Police Department (SCPD) provides law enforcement and policing services to Santa Clara. SCPD is led by a six-member Command Staff who oversee the Departments’ Divisions: Administrative Services Division, Field Operations Division, Investigations Division, and Special Operations Divisions.
1.3. The DI platform shall meet the following goals and objectives:
1.3.1. Provide a foundation for SCPD’s long-term goal of developing a Real Time Intelligence Center (RTIC). The platform shall enable SCPD to visualize crime patterns and enable development of intelligence-led crime prevention strategies that improve SCPD responses to crimes in progress.
1.3.2. Centralize and streamline various data sources used by SCPD e.g. police calls, police evidence systems, citizen interactions, video surveillance systems, police records, County arrest records, and more.
Integrating the siloed systems will enhance efficiencies and increase productivity across all divisions of SCPD. The DI platform shall have the ability to absorb future unidentified data source systems as criminal intelligence evolves and grows.
1.3.3. Is expected to become a foundational tool for better management of all aspects of planning and operations within SCPD. The platform is expected to institutionalize data governance along with the ability to operationalize Business Intelligence (BI), Analytics and improved data Visualization.
1.3.4. Manage structured, semi-structured, and unstructured data from external and internal sources to enhance business intelligence and analytics.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18
2. PROJECT ASSUMPTIONS
2.1. Contractor shall assign a project manager who is responsible for coordinating various activities such as: Solution Presentations, On-Site Training, Deployment, Configuration, Integration, Technical Support, Status reporting, etc.
2.2. The City will provide a project manager and subject matter experts as required to ensure the implemented solution meets the City’s requirements as specified herein.
2.3. The City prefers an agile project management approach for the implementation of the DI platform with release maps and date ranges.
2.4. Both City and Contractor shall attend meetings, workshops, and discovery sessions as required.
2.5. Contractor shall be responsible for leading all configuration and implementation activities in coordination with the City’s Project Manager.
3. PROJECT MANAGEMENT
3.1. Contractor will provide the City with a Project Manager who will be the single point of contact throughout the project as specified in Section 2.1 above. The City reserves the right to request a change in the Project Manager if it feels the relationship is not progressing smoothly. Any changes to the Contractor’s Project Manager should be discussed and approved by the City.
3.2. City must approve Contractor’s key staff that will be assigned to the City’s project prior to key staff being assigned to the City’s project.
4. SOLUTION REQUIREMENTS
The DI platform shall include, at a minimum, the following:
4.1. The City prefers a cloud-based SaaS solution that can be accessed from a standard web browser, including but not limited to, all current supported versions of Microsoft Edge, Google Chrome, Mozilla Firefox, and Apple Safari.
4.2. A solution that is developed using a responsive web design approach for use on a multitude of devices, including desktops, laptops, mobile data terminals (MDT), tablets, and smartphones.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18
4.3. A solution that operates at a high level of security using Transport Layer Security (TLS), version 1.2 or higher, for account registration, authentication, and all actions performed by administrators or other users.
4.4. The City prefers that the solution supports integration with existing Single Sign-On (SSO) solutions (e.g., Azure Active Directory, SAML 2.0).
4.5. Unlimited user accounts.
4.6. Solution shall be accessible seven days a week, 24 hours per day.
4.7. Staff shall be able to receive real time notifications from any agency source systems and effectively use the integrated data to satisfy immediate and longterm SCPD needs.
4.8. Facilitate the rapid dissemination of intelligence. SCPD wants to be able to expeditiously investigate and solve crimes, whether they are in-progress or upon further investigation by a detective. The DI platform should offer the ability to easily share information across the platform.
4.9. The proposed architecture should be flexible enough to allow for the rapid incorporation of new data sources and new functionalities
5. SECURITY REQUIREMENTS
5.1. Contractor must comply with all applicable local, state, and federal regulations as they now exist or may hereafter be modified, changes, or amendment regarding data confidentiality. This includes any CJIS requirements.
5.2. Data centers must be located in the United States.
5.3. Contractor shall incorporate security requirements in every aspect of the platform.
5.4. Contractor shall implement security controls in accordance with NIST Security Standards and shall follow NIST’s Cybersecurity Framework to assess the solution prior to first release and prior to any major improvement or enhancement.
5.5. Authentication and Access Control
5.5.1. Integrate with the City’s existing Single Sign-On (SSO) environment (e.g., Azure AD, SAML 2.0).
5.5.2. Enforce Multi-Factor Authentication (MFA) for all user and administrator access.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 4 Rev. 07-01-18
5.5.3. Support Role-Based Access Control (RBAC) with configurable roles and permission scoping.
5.5.4. Apply the Principle of Least Privilege for all user accounts and service connections.
5.5.5. Log and retain all user authentication events and access activities for audit purposes.
5.6. CJIS Compliance and Data Classification
5.6.1. The solution and hosting environment must comply with the FBI Criminal Justice Information Services (CJIS) Security Policy, and contractors must provide documentation of current CJIS compliance, at the City’s request throughout the term of the agreement.
5.6.2. Data subject to CJIS must be logically and physically isolated from non-CJIS data.
5.6.3. Contractor must define how Criminal Justice Information (CJI) will be protected in transit, at rest, and during processing.
5.7. Data Protection and Encryption
5.7.1. Use TLS 1.2 or higher for all data transmission.
5.7.2. Encrypt all data at rest using AES-256 or equivalent.
5.7.3. Support integration with customer-managed keys via a Key Management Service (KMS).
5.7.4. Mask or redact sensitive data in non-production environments or administrative interfaces.
5.7.5. Prevent unauthorized export or transmission of sensitive data.
5.8. Logging, Auditing, and Monitoring
5.8.1. Maintain immutable audit logs for user activity, system changes, and data access.
5.8.2. Retain logs per applicable public safety data retention policies.
5.8.3. Integrate with the City’s Security Information and Event Management (SIEM) system for centralized monitoring.
5.8.4. Provide anomaly detection and alerting capabilities for suspicious activity.
5.9. Data Governance and Lifecycle Management
5.9.1. Enable enforcement of data retention schedules based on legal and policy requirements.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 5 Rev. 07-01-18
5.9.2. Provide data lineage tracking from source through transformation to destination.
5.9.3. Include metadata cataloging to support audits and transparency.
5.9.4. Ensure governed access to data through secure APIs or user interfaces.
5.10. Application and Platform Security
5.10.1. Secure all APIs with OAuth 2.0, input validation, and rate-limiting.
5.10.2. Follow Zero Trust principles, including internal segmentation and continual identity verification.
5.10.3. Follow a secure Software Development Lifecycle (SDLC) including static code analysis, vulnerability scanning, and remediation practices.
5.10.4. Undergo annual third-party penetration testing, with results shared upon request.
5.11. Infrastructure and Hosting Requirements
5.11.1. Host the solution in a FedRAMP High, StateRAMP Authorized, or CJIS-compliant cloud environment (e.g., Azure Government, AWS GovCloud).
5.11.2. Ensure all data is stored within the continental United States.
5.11.3. Use private subnet isolation, VPN/IPSec tunneling, and firewall protections.
5.11.4. Support direct connect or private peering with on-premises infrastructure is preferred.
5.12. Business Continuity and Incident Response
5.12.1. Maintain a comprehensive disaster recovery plan with: Recovery Time Objective (RTO): ≤ 4 hours, Recovery Point Objective (RPO):
≤ 1 hour.
5.12.2. Provide geo-redundant backup and failover capabilities.
5.12.3. Notify the City within 24 hours of any data breach or security incident impacting City data. See Section 5.15 for further requirements.
5.12.4. Participate in periodic incident response tabletop exercises if requested.
5.13. Certifications and Oversight
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 6 Rev. 07-01-18
5.13.1. Possess and maintain one or more of the following security certifications: SOC 2 Type II, ISO/IEC 27001, CJIS Audit Letter (if applicable).
5.13.2. Conduct annual vulnerability assessments and provide summary findings and remediation status upon request.
5.13.3. Enter into a Data Processing Agreement (DPA) that defines data ownership, breach
5.13.4. The City shall have the right to audit or review contractor's security posture periodically.
5.13.5. Identify any exceptions and provide detailed mitigation strategies.
5.14. Data Breach Notification: Contractor shall notify the City of any unauthorized and unlawful acquisition of unencrypted personal data (“Data Breach”).
5.14.1. Data Breach Response: Contractor may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Data Breach with the City should be handled on an urgent as-needed basis, as part of Contractor’s communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract.
5.14.2. Data Breach Reporting Requirements: If Contractor has actual knowledge of a confirmed Data Breach that affects the security of any City content that is subject to applicable Data Breach notification law, the service provider shall (1) promptly notify the appropriate City identified contact within 48 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the Data Breach.
6. PROJECT APPROACH
The project shall be conducted in a phased approach. The City must accept each phase and may be further documented in an Acceptance Certificate for the phase. Below are the initial phases for this project, part of the Contractor’s proposal shall include proposed changes to the phases.
6.1. Phase 1: Planning and Analysis
6.1.1. Contractor shall conduct a Project Kick-off Meeting to include the following:
6.1.1.1. Introduce project team members, including qualifications and project roles and responsibilities.
6.1.1.2. High level overview of the Proposed Solution.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 7 Rev. 07-01-18
6.1.1.3. Deliver Preliminary Project Implementation Schedule in a critical path format so that the timelines and milestones can be clearly identified and measured.
6.1.1.4. Discuss and define Notice to Proceed Procedures.
6.1.1.5. Define processes for tracking project status.
6.1.1.6. Define change control procedures.
6.1.1.7. Define the deliverables and Final System Acceptance processes.
6.1.1.8. Determine the format and protocol for periodic, ongoing meetings, reports, and communications.
6.1.1.9. Review escalation management process, including lines of communication, reporting relationships, etc.
6.1.1.10. Identify high-risk or problem areas and discuss resolution process.
6.1.1.11. Finalize Project Implementation Schedule.
6.1.2. Contractor shall conduct workshops, meetings, and discovery sessions as required to conduct a Business Assessment and provide a Business Process Map to the City for review and approval.
6.1.3. Contractor shall setup, configure, and implement the Software in accordance with the City-approved Business Process Map.
6.2. Phase 2: Develop/Implement/Configuration
6.2.1. The Contractor shall perform all tasks required to implement the proposed system, including development, configuration, construction of interfaces, migration of data, if applicable, and other tasks identified during Phase 1.
6.2.2. The project team members from the City will go over the requirements with the Contractor over working sessions.
6.3. Phase 3: Testing and Refinement
6.3.1. The City will provide platform feedback, and when the City agrees that the platform is ready to be deployed and configured in production environment, will indicate such in writing to the Contractor.
6.3.2. Contractor shall provide on-site staff for System Go-Live to assist City staff and troubleshoot as required.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 8 Rev. 07-01-18
6.3.3. The Contractor shall demonstrate that the platform meets all requirements as stated in this Scope of Services and as further defined in the Business Process Map.
6.3.4. Contractor shall prepare a test plan for each set of requirements to demonstrate that they are included and implemented in the platform.
6.3.5. Contractor shall provide guidance to the City during completion of the test plan to ensure that it is done in accordance with Contractorprovided training and documentation. Note that some training may be required for admin / power users who will assist with testing.
6.3.6. Following testing, the City and Contractor shall prepare a punch list of items required to properly complete System configuration and implementation.
6.3.7. Each Party (the City and the Contractor) shall complete the punch list items per a mutually agreed upon schedule.
6.4. Phase 4: Training
Contractor shall provide training and documentation as follows:
6.4.1. Super Users/Administrators
6.4.2. Note: It is intended that Super Users/Administrators will assist with testing.
6.4.3. Training shall be provided onsite.
6.4.4. Adequate training manuals must be provided; electronic format is mandatory.
6.5. Phase 5: Go Live
6.5.1. Contractor will lead the development of Go-Live and contingency plans with assistance from the City’s Project Manager. Go-Live plans will include technical and business-related tasks that need to be accomplished such as issue management, change management, training, etc.
6.5.2. Contractor shall provide Go-Live services onsite.
6.5.3. Contractor reviews the Go-Live and Contingency Plans with the City.
6.5.4. Contractor prepares the platform for live operation. Contractor shall work closely with the City staff to ensure that the Go-Live is well planned and that operational changes are managed efficiently.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 9 Rev. 07-01-18
6.6. Phase 6: Post Go Live and Full Acceptance
6.6.1. Contractor shall provide post go-live assistance and on-site support to City for 5 business days after Go-Live and on-call for an additional 60 days (configuration support) after.
6.6.2. City signs off on the Final Acceptance at the end of this period.
6.6.3. Contractor completes a closure and lessons learned report at the end of this period. Contractor and City shall provide input to the lessons learned report. The transition of lessons learned takes place between the Contractor Implementation Team and the City’s support staff during this period.
6.6.4. Upon execution of the Final System Acceptance Certificate, the City agrees to pay Contractor any remaining and approved outstanding invoice and any previously withheld retainage.
7. TECHNICAL SUPPORT AND MAINTENANCE
7.1. Contractor must provide maintenance and support beginning at solution GoLive.
7.2. Contractor shall provide technical support 24/7/365. This support must consist of an on-call person or center where problems can be reported and immediate help is available based on severity of the issue.
7.3. The first year of support and maintenance and training shall be included in the first year’s subscription cost and/or license purchase. In addition, the first year should include training costs.
7.4. Contractor should provide a Service Level Agreement to include response and resolution times by level of severity with consequences for failure to meet Service Level targets.
7.5. If the solution is not a cloud based solution Contractor shall provide guidance on OS and Database versions patching and upgrades.
7.6. Cloud -based or SaaS Solutions:
7.6.1. If a cloud-based SaaS or hosted solution is to be provided, Contractor shall ensure that the system is upgraded as standard improvements and enhancements (not City-specific customization) are released, at no additional charge other than the yearly subscription cost, for the life of the system as long as there is a valid Agreement in place.
7.6.2. Contractor shall notify the City at least fourteen (14) days in advance of its intent to release any improvements, enhancements, patches/bug fixes to the Production system, including a description of the intended improvements or enhancements.
Agreement with Peregrine Technologies, Inc./Exhibit A-Scope of Services Page 10 Rev. 07-01-18
7.7. Ongoing training as required for patches, updates, new features, and functionality, etc.
7.8. See Exhibit D, Service Level Agreement.
Agreement with Peregrine Technologies, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
1.1. The maximum amount payable to Contractor during the Initial Term of this Agreement shall not exceed the amount in Section 6 (“Compensation and Payment”. See Table B1 for Summary.
Table B1: Maximum Compensation
Description Total
Initial Term (Years 1 - 5)
Year 1 Required Package $ 222,200.00
Year 2 Required Package $ 228,866.00
Year 3 Required Package $ 235,731.98
Year 4 Required Package $ 242,803.94
Year 5 Required Package $ 250,088.06
Initial Term Total $ 1,179,689.98
Option Periods (Years 6 - 10)
Option 1 - Year 6 Required Package $ 257,590.70
Option 2 - Year 7 Required Package $ 265,318.42
Option 3 - Year 8 Required Package
Option 4 - Year 9 Required Package $ 281,476.31
Option 5 - Year 10 Required Package $ 289,920.60
Option Periods Total $ 1,367,584.00
Contingency $ 254,727.40
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $ 2,802,001.38
1.2. Pricing Structure:
All pricing specified in Table B1 is for hosted Software-as-a-Service (SaaS) delivery model and is a complete, all-inclusive annual subscription. The annual subscription price includes all services required to deploy, operate, and maintain the solution described in Exhibit A, including the following:
1.2.1. Hosting and Platform Access: CJIS compliant cloud infrastructure, data storage, backups, and routine maintenance.
1.2.2. System Configuration and Data Integration: Initial setup, connection of approved data sources, and configuration meet project objectives.
Agreement with Peregrine Technologies, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18
1.2.3. Training and Change Management: Administrator and end-user training, user-adoption support, and provision of documentation and user materials.
1.2.4. Ongoing Support and Maintenance: Help-desk support, system updates, bug fixes, and all feature and security enhancements released during the subscription.
1.2.5. Data Conversion and Migration: As required to enable go-live and ensure continuity of existing datasets.
1.2.6. All professional services for initial deployment.
2. PAYMENTS
2.1. For Year 1 of the Agreement the City agrees to pay the Contractor as follows:
2.1.1. 80% of the Year 1 subscription fee upon provisioning of licenses, confirming system availability for City access.
2.1.2. 20% upon successful completion of acceptance testing and execution of the Final System Acceptance Certification Exhibit C.
2.2. For Years 2-5 and Option Years of the Agreement
2.2.1. Annual Subscription fees will be invoiced 100% in advance at the start of each renewal period.
2.2.2. Contractor shall provide an invoice to the City a minimum of sixty (60) days prior to the start of the next renewal year.
2.3. All payments are based upon City’s acceptance of Contractor’s performance and upon
2.4. All payments shall be made to Contractor by City based on net thirty (30) days payment terms from the City’s approval of invoice.
3. PRICING AND OPTION RENEWALS
3.1. All pricing is firm fixed for the Initial Five-Year term and Option Years of this Agreement.
3.2. After the Initial Term, the City reserves the right to extend this Agreement for five (1) one year options pursuant to Section 2.B. of this Agreement.
Agreement with Peregrine Technologies, Inc./Exhibit C-Final Acceptance Certificate Page 1 Rev. 07-01-18
EXHIBIT C
FINAL ACCEPTANCE CERTIFICATE
After the City is satisfied with all test results and resolutions, the City will initiate execution of the Final Acceptance Certificate.
FINAL SOFTWARE/SYSTEM ACCEPTANCE CERTIFICATE
Customer Name: City of Santa Clara (“City”)
Project Name: Data Integration Platform
This Final Acceptance Certificate memorializes the occurrence of Final Software and System Acceptance.
Contractor and the City acknowledge that:
1. Contractor has delivered the Software, System, Services, and documentation promised under this Agreement.
2. The Software and System is accepted, and all punch list items generated during testing have been completed.
3. By acknowledging the Final Acceptance of the Software and System, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage.
City of Santa Clara ("City")
Peregrine Technologies, Inc.
("Contractor")
By: By:
Name: Name:
Title: Title:
Date: Date:
Agreement with Peregrine Technologies, Inc./Exhibit D-Peregrine Service Level Agreement Page 1 Rev. 07-01-18
EXHIBIT D
PEREGRINE SERVICE LEVEL AGREEMENT
1. PURPOSE AND RELATIONSHIP TO AGREEMENT
This Service Level Agreement (“SLA”) describes the service level commitments provided by Peregrine Technologies (“Peregrine”) to the End User regarding the availability, support, and maintenance of the Service. This SLA forms part of, and is governed by, the applicable Agreement between Peregrine and End User, which may consist of the End User License Agreement and Terms of Service (EULA/TOS) and/or the applicable Sales Agreement, Reseller Sales Order, or accepted Reseller Quote (collectively, the “Agreement”). All capitalized terms not defined in this SLA shall have the meanings set forth in the Agreement. In the event of a conflict between this SLA and the Agreement, the Agreement shall control except with respect to the specific terms of service availability, support, and remedies set forth herein.
2. DEFINITIONS
For purposes of this SLA, the following definitions apply:
Agreement means the applicable End User License Agreement and Terms of Service (EULA/TOS) and, if applicable, any order entered into between Peregrine and the End User governing the End User’s access to and use of the Service.
Availability means the percentage of time during a calendar month that the Service is operational and accessible, excluding Excluded Downtime.
Downtime means any period during which the Service is not materially available to End Users, excluding Excluded Downtime.
Excluded Downtime means any period of unavailability caused by Scheduled Maintenance, Emergency Maintenance, or by circumstances beyond Peregrine’s reasonable control, including but not limited to Force Majeure Events as defined in the Agreement.
Emergency Maintenance means maintenance performed outside of Scheduled Maintenance windows in response to urgent events, including security threats or critical system failures.
Incident means an event that impacts the availability, functionality, or performance of the Service.
Scheduled Maintenance means planned maintenance periods during which the Service may be unavailable, as described in the Scheduled Maintenance and Emergency Maintenance section of this SLA.
Service means the Peregrine platform and related software and services made available to the End User under the Agreement.
3. SCOPE OF SERVICES
This SLA applies solely to the production environment of the Service provided by Peregrine to the End User under the Agreement. It does not apply to beta features, pre-release functionality, custom development projects, or third-party integrations unless explicitly stated otherwise in the Agreement or an applicable statement of work. Beta features, pre-release functionality, custom Agreement with Peregrine Technologies, Inc./Exhibit D-Peregrine Service Level Agreement Page 2 Rev. 07-01-18
development projects, and experimental features are provided "as is," without warranty of any kind, and are excluded from all service level commitments. Support and service level commitments are limited to the functionality and performance of the Service as made generally available by Peregrine.
4. SERVICE AVAILABILITY COMMITMENT
Peregrine will use commercially reasonable efforts to ensure that the Service meets or exceeds an Availability level of 99% during each calendar month, excluding Excluded Downtime.
4.1. MEASUREMENT OF AVAILABILITY
Peregrine commits to achieving an Availability level of 99% during each calendar month, excluding Excluded Downtime, and will use commercially reasonable efforts to meet or exceed this standard.
Availability (%) = �
Total Minutes−Downtime Minutes
Total Minutes � × 100 where "Total Minutes" excludes
minutes of Excluded Downtime.
Peregrine provides availability metrics at status.peregrine.io.
4.2. EXCLUDED DOWNTIME
Excluded Downtime includes, but is not limited to:
• Scheduled Maintenance (as defined in under the Scheduled Maintenance heading), • Emergency Maintenance,
• Downtime caused by Force Majeure Events,
• Downtime resulting from the End User’s misuse, improper configuration, or failure to comply with Peregrine’s published documentation,
• Downtime caused by third-party services, networks, hardware, or software not controlled by Peregrine.
5. SUPPORT SERVICES
Peregrine will provide End User with technical support for the Service as described below:
Support Hours: Standard support is available during Peregrine’s normal business hours, defined as 6:30 a.m. to 6:30 p.m. Pacific time, Monday through Friday, excluding Peregrineobserved holidays.
Support Channels: End Users may initiate support requests via Peregrine’s designated email support address or support ticketing system, as specified in the Agreement or provided separately by Peregrine.
24/7 Support for Critical Incidents: For Severity 1 (Critical) Incidents, Peregrine will provide support on a 24x7x365 basis, including outside of normal business hours.
Peregrine may update its support procedures and contact information from time to time upon reasonable notice to End Users.
6. INCIDENT CLASSIFICATION AND RESPONSE TIMES
Incidents reported by End Users will be classified based on severity, and Peregrine will use continuous best efforts (for Severity 1 Incidents) or commercially reasonable efforts (for Severity Agreement with Peregrine Technologies, Inc./Exhibit D-Peregrine Service Level Agreement Page 3 Rev. 07-01-18
2 and 3 Incidents) to meet the target response, workaround, and resolution timeframes set forth below. Such timeframes are goals and not guarantees, and Peregrine does not warrant that every Incident will be resolved within the applicable target timeframe. Target Workaround Times, Target Permanent Fix Times, and frequent Status Updates are committed primarily for Severity 1 (Critical) Incidents. For lower-severity Incidents, Peregrine will provide commercially reasonable support during standard business hours and update End Users as appropriate based on business impact.
Severity Level Level of Effort
Initial
Response Work Around
Targeted Time
to Permanent
Fix (Goal) Status Updates
1 (Critical) Continuous best
efforts, 24/7
Immediate, but in
no event to
exceed 30 minutes
8 hours 3 calendar days
Every 2 hours
prior to work
around and every
calendar day until
permanent
correction
2 (Major)
Commercially
reasonable efforts,
24/7
1 hour 24 hours 5 calendar days
Every 6 hours prior
to work around and
every calendar day
until permanent
correction
3 (Minor)
Commercially
reasonable efforts,
during normal
business hours
1 business day 10 business days 20 business days
Every 2 business
days prior to work
around and every
calendar day until
permanent
correction
Severity Level 1 (Critical) means complete system inoperability affecting more than 50% of Peregrine users.
Severity Level 2 (Major) means significant impairment of key features affecting more than 50% of Peregrine users.
Severity Level 3 (Minor) means all incidents not classified as Severity Level 1 or 2.
Target Initial Response Time means the period between the receipt of the support request by Peregrine and the first response from Peregrine acknowledging receipt and beginning initial assessment. Target Workaround Time and Target Permanent Fix Time, where applicable, refer to Peregrine's commercially reasonable efforts to provide a temporary or permanent resolution. Status Update Frequency refers to the target interval for Peregrine to provide updates on incident progress.
7. SCHEDULED MAINTENANCE AND EMERGENCY MAINTENANCE
7.1. SCHEDULED MAINTENANCE
Peregrine may perform Scheduled Maintenance to maintain, update, or enhance the Service. Peregrine will use commercially reasonable efforts to provide End Users with at least seventy-two (72) hours advance notice of any Scheduled Maintenance expected to result in downtime or significant service degradation. Scheduled Maintenance will, whenever reasonably practicable, be performed outside of standard business hours.
Agreement with Peregrine Technologies, Inc./Exhibit D-Peregrine Service Level Agreement Page 4 Rev. 07-01-18
Scheduled Maintenance periods will be excluded from Availability calculations under this SLA.
7.2. EMERGENCY MAINTENANCE
In cases where urgent maintenance is necessary to address critical issues, including security vulnerabilities, system instability, or compliance requirements, Peregrine may perform Emergency Maintenance without advance notice. Peregrine will use commercially reasonable efforts to minimize the impact of Emergency Maintenance on End Users.
Emergency Maintenance periods will also be excluded from Availability calculations.
8. END USER RESPONSIBILITIES
End User acknowledges and agrees that Peregrine’s ability to provide the Service in accordance with this SLA depends on End User’s cooperation and adherence to the following responsibilities:
Access and Information: End User shall provide Peregrine with timely access to relevant personnel, systems, and information as reasonably necessary to diagnose and resolve Incidents.
Reasonable Assistance: End User shall cooperate with Peregrine’s support team by providing requested data, logs, documentation, and other materials necessary for troubleshooting.
Designated Contacts: End User shall designate knowledgeable points of contact authorized to interact with Peregrine’s support team on behalf of End User.
Supported Environment: End User shall ensure that all devices, networks, and third-party systems interacting with the Service meet Peregrine’s published technical requirements and are maintained in good operating condition.
Compliance with Documentation: End User shall use the Service in accordance with Peregrine’s published documentation and reasonable instructions.
Failure of End User to fulfill its responsibilities may impact Peregrine’s ability to meet the commitments outlined in this SLA.
9. EXCLUSIONS
The commitments set forth in this SLA shall not apply to performance or availability issues arising from:
• Factors outside of Peregrine’s reasonable control, including but not limited to Force Majeure Events as defined in the Agreement;
• End User’s use of the Service in a manner inconsistent with Peregrine’s published documentation or reasonable instructions;
• End User’s failure to maintain a supported environment as described in the End User Responsibilities;
• Failures of End User’s internet connectivity, network, hardware, software, or other third-party services or technology not provided by Peregrine;
• Beta features, pre-release functionality, custom development, or experimental features; • Scheduled Maintenance or Emergency Maintenance;
Agreement with Peregrine Technologies, Inc./Exhibit D-Peregrine Service Level Agreement Page 5 Rev. 07-01-18
• End User-requested downtime or suspension of Service.
10. REMEDIES AND LIMITATIONS
Peregrine will use commercially reasonable efforts to meet the service level commitments set forth in this SLA. In the event Peregrine fails to meet the Availability commitment or response targets specified herein, End User’s sole and exclusive remedy shall be for Peregrine to use commercially reasonable efforts to restore the Service to the applicable standards.
Peregrine does not guarantee uninterrupted or error-free operation of the Service. Service credits, refunds, or other remedies shall not apply unless expressly set forth in the Agreement or a separately executed Sales Agreement.
In no event shall Peregrine be liable for any damages, penalties, or remedies arising out of or relating to Service availability or support commitments beyond those expressly set forth in this SLA. For Severity 1 (Critical) Incidents, Peregrine’s commitment is to exercise continuous best efforts to achieve the targeted response, workaround, and resolution timeframes, but Peregrine does not warrant that such timeframes will always be achieved or that uninterrupted Service will be maintained.
11. GENERAL TERMS
Incorporation into Agreement. This SLA is incorporated into and forms part of the Agreement.
All terms and conditions of the Agreement apply to this SLA, including without limitation limitations of liability, disclaimers, and dispute resolution provisions.
Termination of SLA. This SLA shall terminate automatically upon the expiration or termination of the Agreement. No service levels or related obligations under this SLA shall survive the termination or expiration of the Agreement.
Modifications. Peregrine may modify the terms of this SLA from time to time to reflect changes in the Service, improvements in industry standards, or changes in operational practices. Any modifications will apply prospectively and will become effective upon reasonable notice to End Users or as otherwise specified in the Agreement.
Agreement with Peregrine Technologies, Inc./Exhibit E-Insurance Requirements Page 1 Rev. 07-01-18
EXHIBIT E
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than Agreement with Peregrine Technologies, Inc./Exhibit E-Insurance Requirements Page 2 Rev. 07-01-18
one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.
E. CYBER LIABILITY
Cyber Liability Insurance covering claims involving infringement of intellectual property, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with minimum limits of $5,000,000 per claim and in the aggregate.
F. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
Agreement with Peregrine Technologies, Inc./Exhibit E-Insurance Requirements Page 3 Rev. 07-01-18
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit E, above.
G. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Agreement with Peregrine Technologies, Inc./Exhibit E-Insurance Requirements Page 4 Rev. 07-01-18
limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
H. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
I. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:
Agreement with Peregrine Technologies, Inc./Exhibit E-Insurance Requirements Page 5 Rev. 07-01-18
EBIX Inc.
City of Santa Clara Police Department
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
J. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-16420 Agenda Date: 3/10/2026
REPORT TO COUNCIL
SUBJECT
Action on Traffic Calming Measures along Harold Avenue as part of the South of Forest Neighborhood Traffic Calming Study
EXECUTIVE SUMMARY
In 2024, the Department of Public Works Traffic Engineering Division completed an area-wide traffic calming study for the South of Forest Neighborhood based on the guidelines in the City’s Neighborhood Traffic Calming Program (NTCP). Several community meetings were conducted in 2024 and 2025, and during those discussions and subsequent resident surveys, residents of Harold Avenue (between Forest Avenue and Stevens Creek Boulevard) expressed a strong desire for speed humps as a traffic calming measure along their street.
Although speed humps on Harold Avenue comply with the traffic volume and data requirements of the NTCP, there is not 100 percent property owner support within 100 feet of the proposed speed hump locations as required by the NTCP. Due to the strong community interest in speed humps on Harold Avenue, this item is being presented to Council for consideration.
BACKGROUND
As part of the City’s 2018 Santana West Settlement Agreement with the City of San Jose, $250,000 was allocated for the City of Santa Clara to conduct a traffic calming study in the South of Forest Neighborhood (SOFN). The SOFN area consists of 12 public streets and is bounded by San Tomas Expressway to the west, Forest Avenue to the north, Winchester Boulevard to the east, and Stevens Creek Boulevard to the south. A map identifying the SOFN traffic calming study area is included as Attachment 1.
Traffic calming studies follow the policies and procedures outlined in the NTCP and consider various factors when evaluating a roadway or neighborhood such as historical background, reported citizen concerns, collision history, roadway network, land use, traffic volumes, and traffic speeds. Below is an overview of the NTCP and key criteria utilized to determine what level of traffic calming measure could be implemented on City roadways.
NTCP Overview: On April 27, 1999, City Council established the NTCP to address and resolve local neighborhood traffic concerns in a systematic manner. The NTCP guidelines (Attachment 2) are utilized by staff when analyzing traffic calming requests submitted by residents and for City initiated traffic calming studies. Traffic calming requests and concerns can vary significantly and the NTCP offers three levels of traffic calming measures (i.e. improvements), which are dependent on the results of studies, data collection and analysis.
· Level 1: Education, public involvement, enforcement efforts, signing, striping, parking controls, City of Santa Clara Page 1 of 6 Printed on 3/6/2026
powered by Legistar™
26-16420 Agenda Date: 3/10/2026
speed feedback signs, and use of the City’s speed radar trailer. · Level 2: Alterations of a neighborhood street which can include chokers, chicanes, gateways, and rumble strips to deter or prohibit a specific action. · Level 3: Measures similar to Level 2 that may alter neighborhood streets, but these measures may also affect overall neighborhood access and require coordination for emergency response. Examples of Level 3 measures include speed humps, traffic circles, median barriers, forced turn channelization, and diagonal diverters.
It is important note that Under the City’s NTCP, Level 2 and Level 3 traffic calming measures require City Council approval. Level 1 improvements are approved by the City’s Transportation Manager.
NTCP Level 2/Level 3 Criteria: Within the NTCP are specific criteria for installation of Level 2 and 3 measures. The full list is provided as Attachment 3 and below is a summary of key criteria:
· The street shall be a two-lane local residential street where the primary function is to provide access to abutting residences.
· The speed limit shall be 25 miles per hour or less.
· Traffic volumes shall be greater than 1,000 and less than 3,500 vehicles per day. · 85th percentile speed exceeds 33 miles per hour on 25 mile per hour streets. · Installation on a primary emergency response route and/or transit route is not permitted. · Installation will not be permitted where substantial diversions of traffic to other local streets may occur, i.e. move the displaced traffic onto adjacent residential streets. · At least 70 percent of the impacted residents shall support the installation. · 100 percent of residents within 100 feet of the proposed device location shall support the installation.
· Speed hump installations have additional design criteria outlined in the NTCP (Attachment 4)
DISCUSSION
South of Forest Neighborhood Traffic Calming Study (Study) Due to the size of the overall study area, staff documented existing land uses and the roadway network within the SOFN area to evaluate how traffic operates. Staff also reviewed historical resident concerns, service requests, prior roadway projects, and reported collision data for all twelve roadways within the SOFN. Traffic volume and speed data was collected in 2022 and analyzed against the NTCP requirements for Level 1, 2, or 3 traffic calming measures.
Based on the comprehensive review and analysis of this information, staff prepared a traffic engineering study for the SOFN which indicates that four of the 12 roadways within the SOFN met all or some of the NTCP eligibility criteria: Dorcich Street, Tyler Avenue, Cypress Avenue, and Harold Avenue. Of these four streets, only Harold Avenue met criteria for Level 2 and Level 3 traffic calming measures. A summary of the findings for each street and the City’s recommended improvements is shown in Table 1.
Table 1: SOFN Traffic Calming Study Findings and City Recommendations Location Level of Traffic Calming Measure
Allowed per NTCP
Recommendation
Dorcich St (Henry Ave -
Winchester Blvd)
Level 1 measures only (does not
meet volume threshold for Level 2
or 3)
Install vehicle speed
feedback signs
Tyler Ave (Forest Ave -
Stevens Creek Blvd)
Level 1 measures only (does not
meet volume threshold for Level 2
or 3)
Convert existing twoway stop to all-way
stop at Tyler Ave/Cecil
City of Santa Clara Page 2 of 6 Printed on 3/6/2026
powered by Legistar™
26-16420 Location Level of Traffic Calming Measure Agenda Date: 3/10/2026 Allowed per NTCP Recommendation
Dorcich St (Henry Ave -
Winchester Blvd)
Level 1 measures only (does not
meet volume threshold for Level 2
or 3)
Install vehicle speed
feedback signs
Tyler Ave (Forest Ave -
Stevens Creek Blvd)
Level 1 measures only (does not
meet volume threshold for Level 2
or 3)
Convert existing twoway stop to all-way
stop at Tyler Ave/Cecil
Ave intersection
Cypress Ave (Forest
Ave - Stevens Creek
Blvd)
Level 1 measures only (not eligible
for Level 2 or 3 as this is an
emergency response route)
Install vehicle speed
feedback signs
Harold Ave (Forest Ave
- Stevens Creek Blvd)
Level 1, 2 and 3 measures allowed
due to volume and speed data
Install vehicle speed
feedback signs and/or
chokers*
*A choker is a traffic calming measure designed to narrow a roadway through curb extensions or vertical plastic roadway posts with pavement striping. Chokers can be installed at an intersection or mid-block.
SOFN Community Meetings: Following the completion of data analysis, staff held two community meetings with SOFN residents to receive their direct input.
October 30, 2024 Community Meeting: The first community meeting was held virtually and in-person for SOFN residents to discuss the results of the neighborhood-wide traffic calming study and receive community input. Staff shared traffic data findings, roadway eligibility for NTCP measures, traffic calming measures available within the City’s NTCP, and recommendations for traffic calming measures and other safety improvements in the neighborhood. Some residents raised concerns that data collected in 2022 might not reflect current conditions due to past COVID-19 impacts on traffic patterns. Specifically, staff informed the community that Harold Avenue was eligible for Level 2 and/or Level 3 traffic calming measures.
February 27, 2025 Community Meeting: A second community meeting was held virtually and inperson for all SOFN residents to present and discuss sample illustrations of the recommended traffic calming measures for the SOFN that incorporated community feedback from the first meeting and updated 2024 traffic data. It is important to note that the 2024 traffic data was consistent with 2022 and did not affect any staff recommendations for traffic calming measures in the SOFN. Traffic volumes and speed along Harold Avenue are shown below in Table 2.
Table 2: Harold Avenue Data Collection Results
Year Direction of Travel Daily Volume (No.
of Vehicles)
85th Percentile
Speed (mph)
2022 Combined (NB+SB) 1,018 33.2
NB Only 577 31.9
SB Only 441 34.8
2024 Combined (NB+SB) 1,010 33.8
NB Only 586 32.5
SB Only 424 35.5
City of Santa Clara Page 3 of 6 Printed on 3/6/2026
powered by Legistar™
26-16420 Agenda Date: 3/10/2026
Residents and staff also engaged in more detailed discussions for each roadway and intersection, including installation requirements and materials to be used for various traffic calming measures. For Harold Avenue, the recommended traffic calming measures included vehicle speed feedback signs (Level 1 traffic calming measure) and/or chokers (a Level 2 traffic calming measure). Overall, residents were agreeable with the recommended measures but expressed a strong desire for speed humps on Harold Avenue, a Level 3 traffic calming measure.
Due to the strong community desire for speed humps on Harold Avenue in compliance with the NTCP, staff subsequently coordinated with the Fire Department to confirm that the installation of speed humps along Harold Avenue was acceptable. The Fire Department confirmed that the subject segment of Harold Avenue satisfies criteria for speed humps but noted that speed humps can increase police and fire 911 emergency response times to fires, emergency medical calls, rescues, acts of violence, civil unrest and any calls for public safety service. This potential service impact concern was included in documents provided to residents when voting on traffic calming measures.
Resident Survey for Harold Avenue: Following the second community meeting, staff sent surveys to residents of Harold Avenue to gauge the community’s position on three potential traffic calming measures: vehicle speed feedback signs, chokers, and speed humps. Although not initially recommended by staff, speed humps were added as a potential measure based on strong community interest. Staff mailed survey letters to residents in May 2025 with follow up letters sent to non-responsive properties in June and July 2025. In August 2025, staff conducted in-person outreach to non-responsive properties in an attempt to speak with residents directly and/or leave a survey letter at the property. Attachment 5 shows a sample of the survey letter that property owners and current occupants received. A summary of the final survey results is shown in Table 3.
Table 3: Harold Avenue Traffic Calming Survey Results
Response Vehicle Speed
Feedback Signs
(Level 1)
Chokers (Level 2) Speed Humps
(Level 3)
Yes 18 3 19
No 3 16 1
Non-Responsive 3 5 4
Total 24 24 24
70 Percent Property Owner Concurrent Requirement: As noted earlier in this report, the NTCP requires concurrence from at least 70 percent of the properties that directly face the block under consideration for Level 2 and Level 3 measures.
Based on the survey results, speed humps received support from 19 of 24 properties (79 percent) which meets the 70 percent criteria. Chokers did not meet the 70 percent criteria with only 3 of 24 properties (12 percent) supporting the measure. Vehicle speed feedback signs, a Level 1 measure, received support from 18 of the 24 properties on Harold Avenue and may be considered if speed humps are not approved.
City of Santa Clara Page 4 of 6 Printed on 3/6/2026
powered by Legistar™
26-16420 Agenda Date: 3/10/2026
100 Percent Property Owner Concurrence Requirement: In addition to the 70 percent concurrent requirement discussed above, the NTCP also requires 100 percent concurrence from property owners within 100-feet of a specific Level 2 or Level 3 measure.
Based on the roadway characteristics of Harold Avenue, staff determined the installation of a maximum of two speed humps would be effective in reducing vehicle speeds. Staff then identified three possible candidate locations for the recommended two speed humps on Harold Avenue. The three locations are at 35 Harold Avenue (Location #1), 140 Harold Avenue (Location #2A), and 150 Harold Avenue (Location #2B). In July 2025, an additional survey letter and map of the three possible speed hump locations (Attachment 6) was distributed to and voted on by Harold Avenue residents located within 100-feet of the proposed locations to provide feedback on the three potential locations for the speed humps. A summary of the survey results is shown in Table 4.
Table 4: Survey Results Within 100 Feet of Potential Speed Hump Locations Response Speed Hump #1 (35
Harold Ave)
Speed Hump #2A
(140 Harold Ave)
Speed Hump #2B
(150 Harold Ave)
Yes 5 5 4
No 0 1 2
Non-Responsive 1 0 0
Total 6 6 6
Based on the survey results, speed humps at any of the three proposed locations did not receive 100 percent concurrence.
October 23, 2025 Community Meeting (Harold Avenue Residents Only): Staff held a third community meeting virtually and in-person for residents of Harold Avenue to present the survey results, attempt to obtain 100 percent concurrence from property owners, and discuss next steps. Staff was unable to obtain 100 percent concurrence on any of the three proposed locations, so residents were informed that speed humps could not be approved based on the NTCP. Due to the strong community interest in speed humps on Harold Avenue, this item is being presented to Council for discussion.
Staff Recommendation: Based on the requirements of NTCP, traffic data analysis, and neighborhood feedback, staff recommends (1) waiving the 100 percent property owner concurrence requirement of the NTCP and (2) approving the installation of two speed humps on Harold Avenue at the following two locations: #1 at 35 Harold Avenue and #2A at 140 Harold Avenue.
These locations were selected as they meet NTCP placement criteria, provide effective spacing to reduce vehicle speeds along the corridor, and balance operational effectiveness with minimizing impacts to adjacent properties. Location #2A at 140 Harold Avenue is recommended instead of Location #2B at 150 Harold Avenue as this location offers more appropriate spacing between adjacent driveways and property lines and received greater overall community support.
ENVIRONMENTAL REVIEW
The Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Section 15301(c) Existing Facilities, as the activity consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing highways and streets, City of Santa Clara Page 5 of 6 Printed on 3/6/2026
powered by Legistar™
26-16420 Agenda Date: 3/10/2026
sidewalks, gutters, bicycle and pedestrian trails, and similar facilities involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination.
FISCAL IMPACT
The cost of materials and labor for the installation of speed humps is anticipated to be $35,000 and will be funded by the Traffic Calming project (Santana West Settlement Agreement) in the Streets and Highways Capital Fund.
COORDINATION
This report has been coordinated with the Police Department, Fire Department, Water & Sewer Utility Department, Finance Department, and City Attorney’s Office.
PUBLIC CONTACT
For this study, staff conducted numerous public meetings, sent several community surveys to property owners in the SOFN, and established a project website. In regards to speed humps on Harold Avenue, staff send mailers to residents along Harold Avenue notifying them of this meeting.
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.
ALTERNATIVES
1. Do not approve the installation of speed humps on Harold Avenue, a Level 3 traffic calming measure, as concurrence from 100 percent of properties within 100 feet of the proposed devices is not met.
2. Waive the 100% concurrence requirement of the NTCP and allow the installation of two speed humps on Harold Avenue, one at location #1 at 35 Harold Avenue and one at location #2A at 140 Harold Avenue.
3. Any other action as directed by Council.
RECOMMENDATION
Alternative 2: Waive the 100% concurrence requirement of the NTCP and allow the installation of two speed humps on Harold Avenue, one at location #1 at 35 Harold Avenue and one at location #2A at 140 Harold Avenue.
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. Project Location Map
2. Neighborhood Traffic Calming Program Guidelines
3. Criteria for Installation of Level 2 and Level 3 Devices
4. Additional Criteria - Installation of Speed Humps
5. Survey Letters to Residents of Harold Avenue
6. Map of Proposed Speed Humps Locations
City of Santa Clara Page 6 of 6 Printed on 3/6/2026
powered by Legistar™
SRXWKRI)RUHVW
Stevens Creek Blvd
Forest Ave
Dorcich St
Cecil Ave
Westridge Dr
N Henry Ave
Winchester Blvd
Brookside Ave
Douglane Ave
Harold Ave
Bel Ayre Dr
Cypress Ave
Tyler Ave
Forest Ave
1HLJKERUKRRG62)1)
SAN JOSE
8 N.T.S Study Area
ATTACHMENT 2
NEIGHBORHOOD
TRAFFIC CALMING
PROGRAM
Approved by City Council 4-27-99
City of Santa Clara
Department of Public Works
April1999
TABLE OF CONTENTS
Page(s)
Introduction ... .................................................................................................. 1 Purpose ........................................................................................................... 2 Has Your Neighborhood Experienced Any of the Following Problems? .............................. . 3 Here are Some of the Solutions for the Problems Identified ......................................... 4- 8 Traffic Management Strategies ............................................................................ 9-10 Table I - Level 1 Neighborhood Traffic Calming Options ............................................. 11 Table 2 - Level 2 and Level 3 Neighborhood Tr'1:ffic Calming Options ............................ _ ... 12 Impacts of Traffic Calming Measures ...................................................................... 13 Figure 1 - Police and Fire Emergency Response Routes ................................................ 14 Table 3 - Police and Fire Emergency Response Routes ........................................ ; .. 15 - 16 Procedure for the Evaluation of Requests ............................................................ 17-18 Sample Petition Form for Installation of Level 2 Traffic Calming Device ............................. 19 Criteria for the Installation of Level 2 and Level 3 Devices ............................................. 20 Additional Criteria - Installation of Speed Humps ........................................................ 21 Priority Scoring System for Installation of Level 2 Devices ............................................ 22 Conclusion ..................................................................................................... 22 Level 1 Neighborhood Traffic Calming Options (Descriptions) .................................. 23 - 31 Level 2 Neighborhood Traffic Calming Options (Descriptions) ................................. .3 2 - 3 7 Level 3 Neighborhood Traffic Calming Options (Descriptions) .................................. 38 - 45 Traffic Information ........................................................................................... 46 Speed Limit .......................................................................................... 47 Crosswalks ............................................................................................. 48 Bike Lanes ............................................................................................ 49 "Children at Play" Signs .................................................................. ; ........ .50 Stop Signs ............................................................................................ 51 Traffic Signals ....................................................................................... 52
INTRODUCTION
The Neighborhood Traffic Calming Program (NTCP) was established by the City of Santa Clara to address and resolve local neighborhood traffic concerns and quality of life issues. The NTCP expands the City's current approach to mitigate the neighborhood concerns in a systematic and efficient manner. The program provides outlines of the broad range of possible solutions to the problem(s). The program is based upon the techniques that are being utilized by surrounding cities in the South Bay. In developing the program, City staff reviewed the traffic calming programs of these cities and evaluated their full impacts as well as the relevant experience of each city.
The process begins with the resident reviewing the NTCP guidelines, identifying the problem, and then forwarding the concern to the·Traffic Engin~ering Division staff:
CITY OF SANT A CLARA
Attn: City Traffic Engineer
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone Number: (408) 261-5200
Fax Number: (408) 985-7936
Neighborhood Traffic Calming Program
Approved 4-27-99