HomeMy WebLinkAboutStaff Report 2410-3571CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, March 10, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
4.Approval of a Revenue Agreement with Santa Clara County to Provide up to $447,849 in
Funding through September 15, 2026 to enable the County to Expand Its Operating
Agreement with Move Mountain View for Expanded Safe Parking Operations at 2000
Geng Road; Approve FY 2025 Budget Amendment in the General Fund and PLHA Fund;
and Authorize Reallocation of PLHA Activity (6) Funds Accordingly; CEQA status –
categorically exempt.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: March 10, 2025
Report #:2410-3571
TITLE
Approval of a Revenue Agreement with Santa Clara County to Provide up to $447,849 in
Funding through September 15, 2026 to enable the County to Expand Its Operating Agreement
with Move Mountain View for Expanded Safe Parking Operations at 2000 Geng Road; Approve
FY 2025 Budget Amendment in the General Fund and PLHA Fund; and Authorize Reallocation of
PLHA Activity (6) Funds Accordingly; CEQA status – categorically exempt.
RECOMMENDATION
Staff recommends that the City Council review and approve the following:
1. Approve and authorize the City Manager or their designee to execute the attached
Revenue Agreement with the County of Santa Clara (County), authorizing the City to
provide funding in the amount of $447,849 through September 15, 2026 to enable the
County to execute an expanded operating agreement with Move Mountain View for
expanded safe parking operations at 2000 Geng Road;
2. Approve and authorize the City Manager or their designee to allocate PLHA Activity (6)
funds towards expanded safe parking operations relating to case management; and
3. Amend the Fiscal Year 2025 Budget Appropriation Ordinance
a. In the PLHA Fund (Fund 253) (required 2/3 vote) by:
i. Increasing the Revenue from Other Agencies estimate by $71,963; and
ii. Increasing the City Manager Other Contract Services by $71,963.
b. In the General Fund (required majority vote) by:
i. Increase the appropriation for City Manager’s Office Other Contract
Services and Allocated Charges in the amount of $66,891 and $12,394
respectively; and
ii. Decrease the appropriation for Reserve: Business Tax Revenue in the
amount of $79,285.
EXECUTIVE SUMMARY
Approval of the Revenue Agreement will allow expanded safe parking operations at 2000 Geng
Road to continue. The initiation of the expanded operations was supported through community
donations meant to bridge the time gap between the immediate need for expansion and when
the City could bring forward a recommendation for funding needs. Council approved site
expansion on August 19, 20241 to accommodate up to 10 additional RVs, increasing the
maximum site number from 12 to 22. The County provides funding for the original 12 safe
parking spaces and manages the operating contract with Move Mountain View.
Staff is recommending the City pay for expanded operations through a combination of business
tax revenue for affordable housing and homeless services and PLHA funds. PLHA Program
funding is a permanent, ongoing annual source of funding, but these funds are restricted to
particular activities. The City is preparing to receive approximately $71,963 in PLHA Activity (6)2
funding, which were already programmed for Homekey shelter operations in the City’s PLHA 5-
Year Plan.3 However, the Homekey opening is delayed. Given PLHA timelines and activity
restrictions, staff recommends applying these funds to support case management costs related
to expanded safe parking.
Approval of the recommended actions would assign the PLHA Activity (6) funds for PLHA
Calendar Year 2020 toward case management for the expanded operations at 2000 Geng Road.
Execution of the draft Resolution and City submittal to the California Department of Housing
and Community Development (HCD) would allow HCD to release Calendar Year 2020 funds to
the City by their deadline of April 30, 2025.
BACKGROUND
Safe Parking
Council approved expanding the safe parking program at 2000 Geng Road to accommodate
increased demand due to the displacement of vehicle dwellers from El Camino Real (SR 82) as a
result of the Caltrans SR 82 Repaving Project (Caltrans Project). The Geng Road site is currently
the only location in Palo Alto that permits recreational vehicles (RVs) and often operates at
1 Council Staff Report, August 19, 2024
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=5535&meetingTemplateType=2&comp
iledMeetingDocumentId=11540
2 HCD clarifies activities under supportive services as those necessary to assist program participants to obtain and
maintain housing (e.g., street outreach, mental health services, emergency health services, employment
assistance/job training, life skills training, and substance abuse treatment). HCD describes case management as
assessing, arranging, coordinating, and monitoring the delivery of individualized services to meet the needs of
program participants. https://www.hcd.ca.gov/sites/default/files/docs/grants-and-funding/plha/plha-frequently-
asked-questions.pdf
3 Council Staff Report, October 24, 2022, Item 5, packet page 130.
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=9096&compileOutputType=
1
capacity with a waiting list. Safe parking programs provide a secure, legal place for individuals
sheltering in their vehicles to stay while connecting them with essential services and pathways
to stable housing.
The safe parking program at Geng Road began under a three-year lease agreement between
the City and County in September 2020,4 with operations managed and paid for by the County
and provided by the nonprofit Move Mountain View. The site provides essential amenities,
including a kitchen, laundry facilities, showers, and a children’s library. The program prioritizes
people with ties to Palo Alto, defined by employment, schooling, or previous residency in the
city.
In response to Council’s June 18, 2024 directive to mitigate displacement relating to Caltrans
project,5 an amendment to the lease agreement was approved on August 19, 2024 to expand
the site’s capacity from 12 to 22 RV spaces. While the County funds the original 12 spaces, the
expansion was understood to require City funding of approximately $266,162 annually, with
interim fundraising efforts led by Move Mountain View and community partners.
Funding
The Permanent Local Housing Allocation (PLHA) Entitlement Funding is a state grant
administered by California’s Department of Housing and Community Development (HCD) to
local jurisdictions. The City received its PLHA award letter in December 2022, but the final
agreement, allowing fund disbursement, was not signed until July 2023. PLHA funds have
accrued since 2019, and the state is now disbursing them.6
The City's estimated five-year PLHA allocation is up to $1,388,976,7 distributed annually. For
each funding allocation year, funding is allocated at a percentage level towards specified
activity areas, as shown in the table below.
Table 1: PLHA 5-Year Funding Allocation Overview8
Funding Allocation Year 2019 2020 2021 2022 2023
4 Council Staff Report, September 14, 2020, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2020-2/id-11513.pdf?t=58031.91
5 Council Action Minutes, June 18, 2024, Item AA4
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=14318&compileOutputType
=1
6 The PLHA program is funded through revenues collected in each county based on the $75 recording fee on real
estate documents. This is not a funding source tied to federal funding. https://www.hcd.ca.gov/grants-and-
funding/programs-active/permanent-local-housing-allocation
7 Council Staff Report, October 24, 2022, Item 5, packet page 130.
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=9096&compileOutputType=
1
8 https://www.hcd.ca.gov/sites/default/files/docs/grants-and-funding/plha/nofa-plha-formula-calendar-year-
2023-allocation.pdf
Activity 1 – Affordable Rental
Housing 40%20%20%20%20%
Activity 6 –Persons Experiencing
or At Risk of Homelessness 60%80%80%80%80%
Total Awarded Amount $231,496 $359,817 $395,967 $198,4609 $152,112
In the original five-year plan, staff indicated specific proposed recipients of the funding, such as
Homekey shelter operations. However, HCD has confirmed that it is holding the City to the
activity allocation (i.e., “Persons Experiencing or At Risk of Homelessness) and that staff can
provide detail and confirm the proposed recipient at the time of fund request.
ANALYSIS
City Proposed Expansion Budget Share
The original expansion budget estimate for a 12-month period totaled $266,162. It included
additional staffing (facilities management, case management, outreach), utilities, portable
restrooms and sinks, and administrative costs.
To minimize administrative burden associated with timely utilities payment, the City proposed
paying the cost for all site utilities and reducing by an equivalent amount the funding it provides
towards the expansion. The cost for all site utilities for a 12-month period would be $29,746 —
an additional $12,730 over the cost of expansion utilities alone.
Given the proposed term mirrors the site lease and covers multiple fiscal and utility rate years,
staff has prepared a forecast taking these variables into account. The overall budget for the
term of the revenue agreement is $447,849. The below table show the budget breakdown per
fiscal year. There are adjustments included for forecasted changes to utility rates and assuming
typical seasonal fluctuations in usage.
Table 2: City Proposed Expansion Budget Share per Time Period
2/1/25 - 6/30/25 7/1/25 - 6/30/26 7/1/26 - 9/15/26
Expansion-related personnel costs for facilities
management, case management, & outreach $84,645 $202,362 $50,787
Expansion-related portable restrooms & sinks $9,746 $23,194 $5,848
Expansion-related administrative costs/clerical $4,116 $9,682 $2,470
9 Staff has not officially submitted the application for award years 2022 and 2023, so the monies for these years
have not yet been “awarded” yet.
Full site (original + expansion) utilities,
including electric, gas, refuse, sewer, and
water10
$12,394 $30,924 $8,026
Total $110,901 $266,162 $67,130
City Contribution of Monies to County11 $98,507 $235,238 $59,104
Revenue Agreement
City and County staff have met regularly to discuss a Revenue Agreement (Attachment A) for
pass-through funding for expanded safe parking operations at 2000 Geng Road for an initial
term to coincide with the term of the lease, retroactively starting in February 2025 and
sunsetting with lease end date of September 15, 2026,12 subject to approval by the Board of
Supervisors or their designee. The County has been overseeing (and paying for) safe parking
operations at 2000 Geng Road through a contract with the operator, Move Mountain View,
since it opened in 2020.
Over the summer, the City and County were in discussions about the need to expand safe
parking to address the anticipated displacement of vehicle dwellers in relation to the Caltrans
Project. Although a solution had not been identified at the time, City and County staff felt it
reasonable to assume that Move Mountain View, the only safe parking operator operating in
Palo Alto at the time, would likely be tasked with absorbing expanded operations, once a
location for expanded safe parking was identified. In anticipation of the expanded operations,
the County included room in its contract scope with Move Mountain View to accommodate the
expansion.
The below table provides a summary of the Revenue Agreement key terms.
The Revenue Agreement sets performance expectations for safe parking expansion based on
data collected by the County. These performance expectations are included in the Operating
Agreement (Attachment B) between the County and Move Mountain View. Key performance
expectations are shown in Exhibit A, section 6, in the table below.
Table 3: Revenue Agreement Summary
Agreement Section Summary of Terms
1. TERM February 1, 2025 through September 15, 2026
10 This row contains estimates, including forecasted changes to utility rates and anticipated usage. However, the
contract itself, instead of assuming $51,344 ($12,394 + $30,924 + $8,026), allows for a ceiling of up to $55,000 for
the term of the revenue agreement.
11 This is the amount of funding the City would pay to the County directly and does not include the City
interdepartmental transfer of funds to cover the costs of utilities.
12 Council Staff Report, September 18, 2023
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=3115&meetingTemplateType=2
Table 3: Revenue Agreement Summary
2. ROLES AND
RESPONSIBILITIES13
•City will designate a Program Manager to act as a liaison with the County, assist
in Programs development and improvement to meet goals, and remit payments
to the County for expenses associated with the Agreement up to the maximum
amounts specified below, within 30 days of the start of each time period:
Time Period Total Maximum
Financial Obligation
February 1, 2025 – June 30, 2025 $98,507
July 1, 2025 – June 30, 2026 $235,238
July 1, 2026 – September 15,
2026 $59,104
Utility Charges (as defined
below) February 1, 2025 –
September 15, 2026
$55,000
TOTAL $447,849
•Notwithstanding anything to the contrary in the Geng Road lease, the City shall
pay for electricity, gas, refuse, sewer, and water for the Geng Road site during
the time periods above up to an amount of $55,000.
•County will designate a Program Manager to serve as liaison with the City, lead
Programs development and improvement to meet goals, and lead coordination
with stakeholders. County will provide or subcontract Programs’ services.
•Both parties will together establish success and outcome measures, meet
regularly to discuss performance and progress, and jointly monitor Programs’
expenses and outcomes.
EXHIBIT A: PROGRAM SPECIFICS
1. Program
Description
Safe Parking programs provide homeless households a temporary, overnight, safe
location to park, as well as case management support.
2. Ordinance The County agrees to comply with all terms and conditions set forth in the City’s Safe
Parking Ordinance.
3. Target Population Homeless households who are unsheltered and sleeping in their vehicle with priority
for households with students enrolled in a school district within Palo Alto as outlined
in the Safe Parking Ordinance.
4. Number of
Households
Up to 10 households at a given point in time
5. Program Funding
Amount
In accordance with Section 2 of the Agreement
6. Reporting
Requirements
County shall provide quarterly reports to the City that include:
•Number of unduplicated clients served (total and City-connected),
•Exit destinations (total and City-connected, number per period by exit category),
•Enrollments of City-connected clients (total and new enrollments),
•Average time in program,
•Returns to homelessness (within 12 months and within 2 years),14 and
13 These roles and responsibilities are related to County management of an Operating Agreement with Move
Mountain View for safe parking operations at 2000 Geng Road.
14 Data on returns to homelessness will be provided as it becomes available (e.g., 12 months after initial client
exits).
Table 3: Revenue Agreement Summary
•Summary budget and actual report of operation and maintenance costs spent
using City funds.
PLHA Funding
The City expects to receive $71,963 in PLHA Activity (6) funding, originally planned for Homekey
shelter operations in April 2025. However, Homekey operations are not anticipated to start
until later this year and this amount of funding cannot be used to defray, only supplement the
City pledged $1,000,000 towards shelter operations annually. Expanded safe parking
operations, in comparison are a little over a quarter of a million annually and are already
underway. Since this PLHA funding allocation must be drawn down from HCD by April 30, 2025
and is restricted for use as assistance to persons experiencing or at risk of homelessness, staff is
recommending the funds be applied to PLHA-allowable supportive/case management services15
within the expanded safe parking operations.16
FISCAL/RESOURCE IMPACT
As noted in the August 19, 2024 report to Council (Staff Report # 2407-3274), safe parking
expansion at Geng Road requires City funding. Previously, a portion of the site was leased by
the City’s Utilities Department for staging the Advanced Metering Infrastructure (AMI) Project.
Utilities has since relocated the meters to temporary storage containers at the Municipal
Service Center, freeing the Geng Road location for safe parking expansion.
While the County funds the original 12-space safe parking operation, it does not have funding
to cover the expansion. Due to the urgent need, expansion occurred relying on community
fundraising, with an understanding staff would bring forward a funding recommendation mid-
year in FY 2025.
If approved, the appropriation actions will 1) recognize the Calendar Year 2020 PLHA grant
funds ($71,963) and appropriate that funding to support the safe parking services and 2)
appropriate funds for the pro-rata remaining costs of FY 2025 safe parking expansion contract
and utilities costs, offset by business tax receipts collected and identified for support of
affordable housing and homeless services. In total, over the term of the contract, approval of
the recommended actions would decrease the General Fund business tax revenue for
15 HCD clarifies activities under supportive services as those necessary to assist program participants to obtain and
maintain housing (e.g., street outreach, mental health services, emergency health services, employment
assistance/job training, life skills training, and substance abuse treatment). HCD describes case management as
assessing, arranging, coordinating, and monitoring the delivery of individualized services to meet the needs of
program participants. https://www.hcd.ca.gov/sites/default/files/docs/grants-and-funding/plha/plha-frequently-
asked-questions.pdf
16 Per HCD, supportive/case management services that allow people to obtain and retain housing is eligible for
PLHA Activity 6 funding specifically, but not safe parking operations generally.
affordable housing and homeless services fund by $321,58217 to approximately $0.8 million; FY
2026 and additional future years of the contract will be brough forward as part of the annual
budget process.
Additionally, while Council already directed staff administration of PLHA grant funding towards
homelessness activities, this would reallocate that funding from Homekey shelter operations to
expanded safe parking operations. However, the City has already earmarked and accounted for
the $1 million annually needed for Homekey operations and was not assuming a PLHA
contribution in its calculations. For the revenue agreement term (2/1/2025-9/15/2026), the
proposed funding total from PLHA would be $126,268 towards supportive/case management
services relating to the expanded safe parking instead of for Homekey operations. The
$126,268 of PLHA funds consists of allocations from calendar years 2020, 2021 and 2022.
STAKEHOLDER ENGAGEMENT
Stakeholder engagement includes regular and as-needed meetings between partners (e.g.,
Office of Supportive Housing, Move Mountain View). Additionally, the City is coordinating with
Move Mountain View on an Open House tentatively scheduled for March 21. This will be an
opportunity for the public to engage and learn more about the expanded safe parking
operations. As details come together, event information will be posted at
www.cityofpaloalto.org/calendar and shared via City communication channels.
ENVIRONMENTAL REVIEW
Safe Parking at 2000 Geng Road is exempt from CEQA in accordance with Section 15301 and
15303 of the CEQA Guidelines. Section 15301 applies to leasing or minor alterations of existing
public or private structures and facilities involving negligible or no expansion of use; allowing
the use of this existing parking lot for temporary safe parking would not constitute a significant
expansion of use. Section 15303 applies to conversion of small structures from one use to
another where only minor modifications are made to the structure. This applies to buildings up
to 10,000 sf in urban areas. No modifications are proposed to the existing structures and the
existing buildings total 5,500 sf in this urbanized area. This site is further from the Baylands and
closer to nearby roadways. Only a portion of these existing structures would be open for use to
facilitate safe parking at the site.
ATTACHMENTS
Attachment A - Revenue Agreement Between Santa Clara County and the City of Palo Alto
Attachment B - Operating Agreement Between Santa Clara County and Move Mountain View
APPROVED BY:
Ed Shikada, City Manager
17 Staff has included some contingency to allow for unanticipated fluctuations in utilities. While staff has estimated
$51,344 in utilities, the revenue agreement allows for up to a ceiling of $55,000.
Page 1 of 12
Agreement between County of Santa Clara and the City of Palo Alto
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA
AND THE CITY OF PALO ALTO
This Agreement is entered into by and between the County of Santa Clara (the “County”) and the
City of Palo Alto (the “City”), in order to provide funding for and establish roles, rights and
responsibilities related to preventing and ending homelessness in Palo Alto. The County and City
are sometimes referred individually as a “Party,” and collectively as the “Parties.”
RECITALS
A. WHEREAS, the Parties have endorsed the 2020-2025 Community Plan to End Homelessness
in Santa Clara County and have approved resolutions finding that the problem of
homelessness in Santa Clara County is a crisis;
B. WHEREAS, the City, the County and other partners seek to reduce homelessness while
sharing costs, prioritizing services to the community’s most vulnerable homeless persons,
using resources strategically, and maintaining effective operational relationships;
C. WHEREAS, in its role as the lead agency for the Santa Clara County Continuum Care (CoC), the
County’s Office of Supportive Housing (OSH) coordinates permanent housing programs,
shelter and transitional housing, supportive services, a homeless management information
system and supportive housing policies and standards countywide;
D. WHEREAS, the County has established effective partnerships to manage and coordinate
programs such as Permanent Supportive Housing (PSH), Rapid Rehousing (RRH),
Homelessness Prevention, Housing Problem Solving, interim housing services, and outreach
services;
E. WHEREAS, the City seeks to prioritize safe parking for unhoused or at-risk people;
F. WHEREAS, the Parties entered into Contract No. 1557819, a lease agreement for the
provision of the use of a portion of 2000 Geng Road for the County's safe parking program
("Geng Road Lease"). The Parties entered into Amendment No. 2 to the lease agreement to
expand the premises of the lease and increase the number of parking spaces permitted
("Expanded Site");
G. WHEREAS, the Parties intend that through this Agreement, the City will contribute funds for
the County's operation of the Expanded Site; and,
Page 2 of 12
Agreement between County of Santa Clara and the City of Palo Alto
H. WHEREAS, the City seeks to leverage the County’s resources and expertise in managing
supportive housing programs by allowing the County to manage programs for homeless
persons.
In consideration of the foregoing Recitals, and the mutual promises and covenants contained in
this Agreement, the Parties agree as follows:
AGREEMENT
1) TERM
This Agreement is effective on February 1, 2025 and will continue thereafter until September
15, 2026 unless extended by mutual consent or terminated as provided below in Sections 4
and 13.
2) ROLES AND RESPONSIBILITIES
a) The Parties shall jointly develop, implement, and monitor the programs described in
Exhibit A: Program Specifics (“Programs”).
b) City’s Responsibilities
i) The City shall designate a Program Manager to:
(1) Serve as the County’s liaison to the City’s departments and City Council;
(2) Participate in management meetings for the Programs, which will be held as
needed; and,
(3) Actively assist in the development and improvement of the Programs to ensure
that the Programs meet their goals.
ii) The City shall remit payment to the County for all expenses associated with this
Agreement up to the maximum amounts specified below, within 30 days of the start
of each time period:
Time Period
Total Maximum Financial
Obligation
February 1, 2025 - June 30, 2025 $98,507
July 1, 2025 – June 30, 2026 $235,238
July 1, 2026 – September 15, 2026 $59,104
Page 3 of 12
Agreement between County of Santa Clara and the City of Palo Alto
Utility Charges (as defined below) for
February 1, 2025 – September 15, 2026
$55,000
TOTAL $447,849
Notwithstanding anything to the contrary in the Geng Road Lease, the City shall pay
for electricity, gas, refuse, sewer, and water for the Geng Road site (“utility charges”)
during the time periods above up to an amount of $55,000 for the period starting
February 1, 2025 through September 15, 2026. Utility Charges may be paid directly
from the City to itself as the utility provider or the City may reimburse the County for
actual costs paid.
c) County’s Responsibilities
i) The County shall designate one or more Program Managers to:
(1) Serve as the City’s liaison to County departments;
(2) Plan and lead management and coordination meetings, which will be held as
needed;
(3) Lead in development, management, and refinement of the Programs to ensure
that the Programs meets their goals.
(4) Lead coordination meetings with appropriate stakeholders to ensure the
Programs’ success.
ii) The County shall provide or subcontract Programs’ services. To the maximum extent
practicable, the County shall leverage other resources to offset, improve, or expand
the Programs’ services.
iii) The County or its contractors shall implement referral criteria and procedures
consistent the Santa Clara County Continuum of Care’s Coordinated Assessment
System.
d) The Parties shall work collaboratively to:
i) Establish the Programs’ success and outcome measures consistent with the Santa
Clara County Continuum of Care’s System Performance Measures; and,
Page 4 of 12
Agreement between County of Santa Clara and the City of Palo Alto
ii) Identify resources that would enable the Programs to more effectively use City and
County funds and improve Programs; incorporating lessons learned from similar
Programs.
iii) Meet regularly to discuss the performance and progress of the Programs. When
appropriate, the Parties shall jointly develop corrective actions to be implemented by
the Programs’ contractors.
iv) Jointly monitor the Programs’ expenses and outcomes. Based on the availability of
the City’s funds in future years and the Programs’ outcomes, the Parties will
determine whether to continue, expand, contract, or terminate the Programs at the
end of the Term.
e) Funding under this Agreement is contingent on annual appropriations that are approved
by the City Council.
3) MUTUAL INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed
between the Parties pursuant to Government Code Section 895.6, the Parties agree that all
losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the County
and the City agree that, pursuant to Government Code Section 895.4, each of the Parties
hereto shall fully indemnify and hold each of the other Parties, their officers, board members,
employees, and agents, harmless from any claim, expense or cost, damage or liability
imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the
negligent acts or omissions or willful misconduct of the indemnifying Party, its officers,
employees or agents, under or in connection with or arising out of any work, authority or
jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board
member, or agent thereof shall be responsible for any damage or liability occurring by reason
of the negligent acts or omissions or willful misconduct of the other Parties hereto, their
officers, board members, employees, or agents, under or in connection with or arising out of
any work authority or jurisdiction delegated to such other Parties under this Agreement.
4) TERMINATION
Either Party may terminate this Agreement at any time for convenience and without cause,
upon providing a ninety-day (90) notice to the other Party at the addresses set forth in section
13) below. The notice shall state the effective date of the termination.
5) ASSURANCE
Each Party represents and warrants that it has the authority to enter into this Agreement.
Page 5 of 12
Agreement between County of Santa Clara and the City of Palo Alto
6) RELATIONSHIP
Nothing contained in this Agreement shall be deemed or construed by the Parties or any third
party to create the relationship of partners or joint ventures between the City and the County.
7) CONFIDENTIALITY
The Parties agree that by virtue of entering into this Agreement they each shall have access
to certain confidential information regarding the other Party’s operations. Each of the Parties
shall not disclose confidential information and/or materials without the prior written consent
of the other Party, unless such disclosures are required by California law. Where appropriate,
resident releases shall be secured before confidential resident information is exchanged.
8) ENTIRE AGREEMENT
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive
statement of the terms of the agreement between the parties. It incorporates and supersedes
all the agreements, covenants and understandings between the parties concerning the
subject matter hereof, and all such agreements, covenants and understandings have been
merged into this Agreement. No prior or contemporaneous agreement or understanding,
verbal or otherwise, of the parties or their agents shall be valid or enforceable unless
embodied in this Agreement.
9) MODIFICATION
This Agreement may not be enlarged, modified, or altered, except if it is evidenced in writing,
signed by the Parties and endorsed to this Agreement.
10) INSURANCE
Each Party shall, at its own expense, keep in force during the Term, Workers’ Compensation
Insurance, insuring against and satisfying each Party’s obligations and liabilities under the
workers’ compensation laws of the State of California, including employer’s liability insurance
in the limits required by the laws of the State of California.
11) SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions will nevertheless continue in force without
being impaired or invalidated in any way.
12) NOTICES
Notices to the Parties in connection with this Agreement shall be given personally or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the Parties as follows:
Page 6 of 12
Agreement between County of Santa Clara and the City of Palo Alto
COUNTY OF SANTA CLARA CITY OF PALO ALTO
Deputy Director Deputy City Manager
Office of Supportive Housing City of Palo Alto
150 West Tasman Drive 250 Hamilton Avenue
San Jose, CA, 95134 Palo Alto, CA 94301
Notices delivered personally will be deemed communicated as of actual receipt; mailed
notices will be deemed communicated on the date of delivery.
13) AMENDMENTS
This Agreement may be amended only by a written instrument signed by the Parties.
14) WAIVER
No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance. Any waiver granted by a Party
must be provided, in writing, and shall apply to the specific instance expressly stated.
15) GOVERNING LAW AND VENUE
This Agreement has been executed and delivered in, and shall be construed and enforced in
accordance with, the laws of the State of California. Proper venue for legal action regarding
this Agreement shall be in the County of Santa Clara.
16) COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same instrument.
17) COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRIMINATION, EQUAL OPPORTUNITY,
AND WAGE THEFT PREVENTION
Compliance with All Laws. The Parties shall comply with all applicable Federal, State, and
local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to
all non-discrimination, equal opportunity, and wage and hour Laws referenced in the
paragraphs below.
Compliance with Non-Discrimination and Equal Opportunity Laws: The City shall comply
with all applicable Laws concerning nondiscrimination and equal opportunity in
employment and contracting, including but not limited to the following: Santa Clara
County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of
the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age
Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503
and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov.
Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the
Page 7 of 12
Agreement between County of Santa Clara and the City of Palo Alto
Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, the City
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 the City
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.
Compliance with Wage and Hour Laws: The City 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.
Definitions: For purposes of this Subsection 17, the following definitions shall apply. A
“Final Judgment” shall mean a judgment, decision, determination, or order (a) which is
issued by a court of law, an investigatory government agency authorized by law to enforce
an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been
exhausted or the time period to appeal has expired. For pay equity Laws, relevant
investigatory government agencies include the federal Equal Employment Opportunity
Commission, the California Division of Labor Standards Enforcement, and the California
Department of Fair Employment and Housing. Violation of a pay equity Law shall mean
unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender
identity, gender expression, sexual orientation, race, color, ethnicity, or national origin
under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963,
California Fair Employment and Housing Act, or California Labor Code section 1197.5, as
applicable. For wage and hour Laws, relevant investigatory government agencies include
the federal Department of Labor, the California Division of Labor Standards Enforcement,
and the City of San Jose’s Office of Equality Assurance.
Prior Judgments, Decisions or Orders against the City: By signing this Agreement, the City
affirms that it has disclosed any final judgments that (A) were issued in the five years prior
to executing this Agreement by a court, an investigatory government agency, arbiter, or
arbitration panel and (B) found that the City violated an applicable wage and hour law or
pay equity law. The City 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.
Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any
time during the term of this Agreement, the City receives a Final Judgment rendered
against it for violation of an applicable wage and hour Law or pay equity Law, then the City
Page 8 of 12
Agreement between County of Santa Clara and the City of Palo Alto
shall promptly satisfy and comply with any such Final Judgment. The City shall inform the
Office of the County Executive-Office of Countywide Contracting Management (OCCM)of
any relevant Final Judgment against it within 30 days of the Final Judgment becoming final
or of learning of the Final Judgment, whichever is later. The City shall also provide any
documentary evidence of compliance with the Final Judgment within 5 days of satisfying
the Final Judgment. Any notice required by this paragraph shall be addressed to the Office
of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José,
CA 95110. Notice provisions in this paragraph are separate from any other notice
provisions in this Agreement and, accordingly, only notice provided to the Office of the
County Executive-OCCM satisfies the notice requirements in this paragraph.
Access to Records Concerning Compliance with Pay Equity Laws: In addition to and
notwithstanding any other provision of this Agreement concerning access to the City’s
records, the City 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, the City shall provide the County with access to any and all facilities and records,
including but not limited to financial and employee records, that are related to the purpose
of this Subsection 17, 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
The City’s normal business hours upon no less than 10 business days’ advance notice.
Pay Equity Notification: The City shall (1) at least once in the first year of this Agreement
and annually thereafter, provide each of its employees working in California and each
person applying to the City for a job in California (collectively, “Employees and Job
Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2)
throughout the term of this Agreement, continuously post an electronic copy of all
applicable pay equity Laws in conspicuous places accessible to all of the City’s Employees
and Job Applicants.
Material Breach: Failure to comply with any part of this Subsection H shall constitute a
material breach of this Agreement. In the event of such a breach, the County may, in its
discretion, exercise any or all remedies available under this Agreement and at law. County
may, among other things, take any or all of the following actions:
(i)Suspend or terminate any or all parts of this Agreement.
(ii)Offer the City an opportunity to cure the breach.
Subcontractors: The City shall impose all of the requirements set forth in this Subsection 17
on any subcontractors permitted to perform work under this Agreement. This includes
ensuring that any subcontractor receiving a Final Judgment for violation of an applicable
Law promptly satisfies and complies with such Final Judgment.
18) CALIFORNIA PUBLIC RECORDS ACT
The Parties are public agencies subject to the disclosure requirements of the California Public
Records Act (“CPRA”). If the either Party’s proprietary information is contained in documents
Page 9 of 12
Agreement between County of Santa Clara and the City of Palo Alto
or information submitted to the other, and the Party submitting such information or
documents claims that such information falls within one or more CPRA exemptions, the Party
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, each
Party will make best efforts to provide notice to the other prior to such disclosure. If a Party
contends that any of its 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 Party is required to respond to
the CPRA request. If the Party seeking to prevent disclosure fails to obtain such remedy
within the time the response to the CPRA request is required, the information may be
disclosed.
19) CONFLICTS OF INTEREST
The Parties shall comply, and require its subcontractors to comply, with all applicable (i)
requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and
local conflict of interest laws and regulations including, without limitation, California
Government Code section 1090 et. seq., the California Political Reform Act (California
Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices
Commission concerning disclosure and disqualification (2 California Code of Regulations
section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and
is grounds for immediate termination of this Agreement by the County.
In accepting this Agreement, each Party 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. Each Party further covenants
that, in the performance of this Agreement, it will not employ any contractor or person having
such an interest. The Parties, including but not limited to employees and subcontractors, may
be subject to the disclosure and disqualification provisions of the California Political Reform
Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may
foreseeably be materially affected by the work performed under this 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 Political Reform Act are applicable to any individual
providing service under this Agreement, each Party shall, upon execution of this Agreement,
provide the other with the names, description of individual duties to be performed, and email
addresses of all individuals, including but not limited to the Party’s employees, agents and
subcontractors, who 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 either Party’s service under this Agreement. Each Party
shall immediately notify the other of the names and email addresses of any additional
individuals later assigned to provide such service under this Agreement in such a capacity.
Each Party shall immediately notify the County of the names of individuals working in such a
Page 10 of 12
Agreement between County of Santa Clara and the City of Palo Alto
capacity who, during the course of the Agreement, end their service.
If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, each Party shall ensure that all such individuals
identified pursuant to this section understand that they are subject to the Act and shall
conform to all requirements of the Act and other applicable laws and regulations, including
but not limited to those listed this Section including, as required, filing of 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.
20) CONTRACT EXECUTION
Unless otherwise prohibited by law or either Party’s 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.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as of the day
and year of execution of this Agreement.
COUNTY OF SANTA CLARA CITY OF PALO ALTO
__________________________ ____________________________
James R. Williams Ed Shikada
County Executive City Manager
Date: ____________________ Date: ____________________
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM
___________________________________ ____________________________
Stefanie Wilson Tim Shimizu
Deputy County Counsel Assistant City Attorney
Date: ____________________ Date: ____________________
Page 11 of 12
Agreement between County of Santa Clara and the City of Palo Alto
EXHIBIT A:
PROGRAM SPECIFICS
This Exhibit describes the Programs that will be implemented under this Agreement, either
directly by the County or by a County subcontractor.
A. Safe Parking (SP)
1. Program Description
SP programs provide homeless households a temporary, overnight, safe location to park,
as well as case management support.
2. Ordinance
The County agrees to comply with all of the terms and conditions set forth in the City’s
Safe Parking Ordinance.
3. Target Population
The Program shall serve homeless households who are unsheltered and sleeping in their
vehicle with priority for households with students enrolled in a school district within
Palo Alto as outlined in the Safe Parking Ordinance.
4. Number of Households
The County or its contractors shall serve up to 10 households at a given point in time.
5. Program Funding Amount
The City shall remit payment to the County in accordance with Section 2.ii. of the
Agreement.
6. Reporting Requirements
The County shall provide quarterly reports to the City that include:
a) Number of unduplicated clients served:
a. All clients served.
b. Clients served that are connected to the City.
b) Exit destinations:
a. Number of unduplicated clients exits per period by exit categories.
b. Number of unduplicated clients exits per period by exit categories for
those connected to the City.
c) Enrollments of Palo Alto connected clients for the time period as well as
enrollments that are new in that time period.
d) Average length of time that individuals and families remain in program.
Page 12 of 12
Agreement between County of Santa Clara and the City of Palo Alto
e) Returns to homelessness within 12 months of individuals and families served, as
data becomes available.
f) Returns to homelessness within 2 years of individuals and families served, as
data becomes available.
g) A summary budget and actual report of operation and maintenance costs spent
using City funding. Categories and format to be agreed upon.
COUNTY OF SANTA CLARA – AMENDMENT TO SERVICE AGREEMENT This is an amendment to an existing Agreement
Form Effective as of June 6, 2024 Page 1 of 4
Purchase Order Number:
Amendment Number:
Effective Date (Will be the date executed by Authorized County Representative):
Maximum Financial Obligation (Prior to this Amendment): Amended Maximum Financial Obligation (If dollar amount is changing):
Current Agreement End Date: New Agreement End Date:
For County Use Only – SAP
Account Assignment Plant Number General Ledger (Expense Code)
Cost Center (Dept Code)
Amount WBS (Capital Project Code)
Internal Order (“PCA” code – optional)
Line 1
Line 2
Line 3
Line 4
Line 5
Parties to Agreement Legal notices and invoices pertaining to this Agreement shall be sent to the appropriate contact person listed below. Notices shall be in writing and served either by personal delivery or sent by certified or registered mail, postage prepaid, addressed as follows. Notice shall be deemed effective on the date that the notice is personally delivered or, if mailed, three (3) days after deposit in the mail. Either party may designate a different person and/or address for the receipt of notices by sending written notice to the other party, which shall not require an amendment to this Agreement.
Contractor
Contractor Name (As Displayed In SAP):
Contact Person:
Street Address *:
City, State, Zip *:
Telephone Number *:
Email Address *:
SCC Vendor Number
(As Assigned In SAP):
* To be completed for Independent Contractors Only – DO NOT COMPLETE FOR DEPENDENT CONTRACTORS
4300020546 4
06/30/2024 06/30/2025
168 5255500 1132 $ 1,800,000.00 CGF 99999
MOVE Mountain View
Amber Stime
2762 Bayshore Pkwy, Suite 920
Mountain View, CA 94043
(650) 861-0181
amber@movemv.org
1041993
$ 4,082,914.00 $ 5,882,914.00
Select
Select
Select
Select
Select
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Form Effective as of June 6, 2024 Page 2 of 4
COUNTY OF SANTA CLARA – AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing agreement
County of Santa Clara
Agency / Department: Department Number:
Program Manager or Contract Monitor Name:
Street Address:
City, State, Zip:
Telephone Number:
Fiscal Contact (Accounts Payable Contact):
Contract Preparer:
Signatures Amendment is not valid until signed by Contractor and the County Authorized Representative. 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.
Agency/Department Manager: Date:
Agency/Department Fiscal Officer: Date:
Contractor: Date:
County Authorized Representative:
(Procurement Department, President of the Board of Supervisors, Delegated Authority)
Date:
County Counsel:
(Signature required when the Standard Provisions language (Section VI) is revised, or for IT Services pursuant to Board Policy 5.3.5.2 (4), or for Board approved contracts, or for contracts with Board delegated authority to agencies/departments.)
Please note: Attachments and exhibits that include additional terms and conditions, conflict with County standard provisions, or require risk assessment
must be approved by County Counsel.
Date:
Office of the County Executive:
(Signature required when Board approved contract by a Delegation of Authority)
Date:
Signed and certified that a copy of this
document has been delivered by electronic or
other means to the President, Board of
Supervisors.
Attest: Curtis Boone, Acting Clerk of the Board of Supervisors (Signature required when Board approved contract)
Date:
Office of Supportive Housing 168
Michelle Covert
150 W. Tasman Drive
San Jose, CA 95134
(408) 793-0550
Diem Hoang
Trang Van
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
6/27/2024
6/27/2024
6/27/2024
6/27/2024
6/30/2024
6/30/2024
Form Effective as of June 6, 2024 Page 3 of 4
COUNTY OF SANTA CLARA – AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing agreement
Reason(s) for Amending the Service Agreement
Amend Term of Agreement
Or see Attachment as incorporated by this reference
Amend Contract Specifics Note: A new Agreement should be created if the Scope of Services is significantly modified or expanded.
Or see Attachment as incorporated by this reference
Amend Maximum Financial Obligation
A. Maximum Financial Obligation prior to this Amendment: (Same as on page 1) $
B. Amount of increase or decrease: (Explain below) $
C. Revised Maximum Financial Obligation: (A +/- B will equal C) $
Explanation of increase / decrease (include new payment terms if applicable):
Or see Attachment as incorporated by this reference
This Amendment extends the term of this Agreement through June 30, 2025.
Attachment A-2 is hereby replaced in its entirety by Attachment A-3.
A-3
$ 4,082,914.00
$ 1,800,000.00
$ 5,882,914.00
Attachment B-2 is hereby replaced in its entirety by Attachment B-3. Attachment B-3 reflects an
increase in the budget to continue the Safe Parking Program in Fiscal Year 2024-2025.
B-3
4
4
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Form Effective as of June 6, 2024 Page 4 of 4
COUNTY OF SANTA CLARA – AMENDMENT TO SERVICE AGREEMENT
This is an amendment to an existing agreement
Amend Standard Provisions
Or see Attachment as incorporated by this reference
Or Section VI. Standard Provisions is replaced in its entirety by Attachment
Other (please explain below)
Or see Attachment ______ as incorporated by this reference
Contract History
Total financial obligation from prior fiscal year(s): $
Financial obligation in current fiscal year: $
Cumulative total of all agreements with this Contractor within Budget Unit for same type of services (including this amendment): $
Insurance
Insurance does not require changes
Insurance Exhibit is replaced by Exhibit B attached and incorporated by this reference.
Exhibit E is hereby incorporated in its entirety. Exhibit E refers to the "Standard Provisions" (Version
February 1, 2024)
Exhibit D-2 is hereby removed in its entirety. Exhibit D-2 refers to the "Contractor Certification of
Compliance with COVID-19 Vaccine Requirements" (Version September 27, 2022)
$ 4,082,914.00
$ 1,800,000.00
$ 5,882,914.00
-2 rev.9/234
4
4
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 1 of 7
ATTACHMENT A-3
SECTION V: CONTRACT SPECIFICS
A. PURPOSE
MOVE Mountain View (“Contractor”) shall provide Safe Parking Program (“Program”) operations
and supportive services to unhoused and unsheltered vehicle dwellers through temporary,
overnight and/or 24/7 safe location(s) to park and including connection to resources and referrals to
address basic needs, get assessed for housing and provide supportive services to establish a housing
plan to exit homelessness.
1. The target population for this program shall be individuals and families who are unsheltered and
sleeping in their vehicle. Some lots may require that operators prioritize a more specific subset
of this population. Lots leased from the City of Mountain View, as described below in Section B.,
Service Delivery Sites, item 2, shall be filled based on the following preferences:
a. First preference shall be given to families with students enrolled in a school district school
within Mountain View.
b. Second preference shall be given to those who: (1) had, within the past five (5) years from
adoption of this provision, a legal address or resident address for purposes of voter
registration in the City of Mountain View; or (2) work in Mountain View.
c. Third preference shall be given to seniors.
d. Fourth preference shall be given to a person with a disability under the Americans with
Disabilities Act.
2. At a minimum, the contractor shall:
a. Conduct outreach and recruit participants for the safe parking lots, including maintaining
waiting lists if needed. Accept referrals through the direct referrals and referrals from
county staff County-established Centralized Hotline (“Hotline”).
b. In coordination with the County, establish a length of stay policy that allow for extensions as
needed to support clients’ efforts to address barriers to housing.
c. Provide services, including at a minimum: nightly assigned safe parking location,
referrals to access food, mail services and internet.
d. Conduct intakes, assessments (including administration of the Vulnerability Index-Service
Prioritization Decision Assessment Tool (“VI-SPDAT”), and discharges in accordance with the
current Homeless Management Information System (“HMIS”) Standards for Santa Clara
County.
e. Provide case management to all clients willing to engage in services to develop customized
service plans to meet each individual’s or household’s goals. Case management services
include but are not limited to:
Services to ensure households served are housing ready / document ready and
assisting clients in developing housing plans.
Services that result in linkages to mental health services, to substance use
treatment services, or urgent/emergency care.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 2 of 7
Services to increase income such as entitlement and benefits application and
assistance, such as obtaining Medi-Cal, General Relief/UBI, CalFresh, Cash
Assistance Program for Immigrants (CAPI), Social Security Disability Income, and
Welfare-to-Work.
f. Provide housing problem-solving services in accordance with the Santa Clara County
Continuum of Care (“SCC CoC”) Housing Problem Solving Guidelines. Problem-solving
services are intended to determine if there are ways to quickly exit homelessness including,
but not limited to: conflict resolution, mediation, one-time financial assistance as funding
permits, and/or relocation.
g. Contractor shall adopt policies and procedures in accordance with safe parking best
practices, including but not limited to Low Barrier Policies, LGBTQ inclusive and affirming
service delivery, harm reduction, policies for supporting participants with emotional support
animals and pets.
h. Contractor shall develop an Emergency Plan and Continuity of Operations Plan (COOP). The
plans should address emergency backup power, evacuation, and relocation to alternate
housing sites and accessible transportation. The COOP will address facility and staff
substitutions or replacement to minimize service disruption.
3. Safe Parking Program Site Operations requirements:
a. Provide on-site facilities to meet Program participants’ basic needs, including toilet facilities,
hand washing stations, garbage & recycling receptacles. (Not lighting: MV and PA have not
given MMV permission to add infrastructure)
b. Facilitate County efforts through their contracted vendors to provide program participants
with access to shower and laundry services twice per week.
c. Provide staffing to visit each lot at least three times daily to monitor attendance, ensure lots
are clean, and ensure participant safety and compliance with lot requirements.
d. Comply with site leases at sites controlled by the County. The site operations must comply
with Department of Environmental Health and City of Mountain View ordinances.
e. Comply with reporting requirements from the County, cities with MOVE Mountain View Safe
Parking Lots, including but not limited to Mountain View and Palo Alto.
B. DELIVERABLES, MILESTONES AND TIMELINE FOR PERFORMANCE
1. Contractor shall operate two categories of sites:
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 3 of 7
a. Sites owned or leased by the Contractor
b. Sites owned or leased by the County
Site Location Number of Parking Spaces Property Arrangement
Shoreline Amphitheater Lot B
213 Crittenden
Mountain View, CA 94043
46 RVs
Leased by the County from
the City of Mountain View
Former VTA Lot
79 East Evelyn Avenue
Mountain View, CA 94041
30 RVs
Cooperative Use
Agreement - County and
the City of Mountain View
Former VTA Lot
79 East Evelyn Avenue
Mountain View, CA 94041
16 Cars (flexible use spaces-
commuter or for dwelling)
Cooperative Use
Agreement - County and
the City of Mountain View
Terra Bella
1020 Terra Bella Avenue
Mountain View, CA 94043
9 RVs Leased by the County from
the City of Mountain View
Geng Road
2000 Geng Road
Palo Alto, CA 94303
10 RVs, 2 Cars Leased by the County from
the City of Palo Alto
2. Contractor will develop and maintain a site management plan that is consistent with the Santa
Clara County Continuum of Care (“SCC CoC”) Quality Assurance Standards. The site management
plan should be updated at least annually, and at a minimum should document the following:
a. Staffing Plan
b. Resident or client selection criteria
c. Resident or client discharge process
d. Grievance process
Site Location Number of Parking Spaces Property Arrangement
Lord’s Grace Christian Church
1101 San Antonio Road #306
Mountain View, CA 94043
4 Congregational Provider
Agreement
Highway Palo Alto Church
3373 Middlefield Road
Palo Alto, CA 94306
4 Cars Congregational Provider
Agreement
First Congregational Church
1985 Louis Road
Palo Alto, CA 94306
4 Cars Congregational Provider
Agreement
Unitarian Universalist Church
505 E. Charleston Road
Palo Alto, CA 94306
4 Cars Congregational Provider
Agreement
Congregation Etz Chayim
4161 Alma Street
Palo Alto, CA 94306
4 Cars Congregational Provider
Agreement
St. Timothy’s Episcopal
2094 Grant Road
Mountain View, CA 94040
4 Cars Congregational Provider
Agreement
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 4 of 7
e. Comprehensive site-based Emergency / Disaster Plan
f. Continuity of Operations Plan
C. QUALITY ASSURANCE AND COMPLIANCE STANDARDS
OSH Crisis Response Team’s activities consist of regularly scheduled meetings with contractors,
activity and outcome review, plus a bi-annual monitoring process, including interviews, a
participant survey, and site inspections. At the conclusion of the bi-annual monitoring process, a
summary and recommendations report are issued to the contractor, with timeline for addressing
recommendations.
The Contractor shall:
1. Provide services in alignment with SCC CoC Quality Assurance Standards, including but not
limited to Housing First approaches, protection of client choice, cultural competency, and equal
access regardless of actual or perceived sexual orientation, gender or marital status.
2. Serve its clients at County-funded sites using Harm Reduction Principles, under which the
service provider focuses on reducing the negative consequences of substance use, not enforcing
sobriety.
3. Provide services in a manner that considers the cultural needs of the population(s) served,
including meeting the needs of clients with limited English proficiency. Provide translation
services as needed.
4. Provide quarterly (for fiscal year quarters ending September 30, December 31, March 31, and
June 30) and annual (for fiscal year ending June 30) reports on progress toward the system
performance benchmarks set by the SCC CoC, published annually on the SCC CoC’s website.
Reports should include data for the reporting period, fiscal year to date, and contract to date.
Reports should be submitted to the OSH Contract Monitor within 30 days of the end of the
reporting period.
5. Provide monthly reports on utilization by program type, following a format provided by the
county:
i. Number of unduplicated individuals and/or households served.
ii. Number of bed nights provided, if applicable.
iii. Occupancy rate, stated as a total monthly percentage of total bed nights
provided as compared to available bed nights.
iv. Outcome data for all participants that exited the site during the report
period.
v. Updated staff roster.
vi. Workshop / community events schedule.
vii. Summary of program operations.
viii. Incident report and calls for service summary.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 5 of 7
ix. Reports should include data for the reporting period and be submitted to the OSH Contract
Monitor by the 30th of the following month.
x. Comply with Homeless Management Information System (HMIS) Standard Operating
Procedures (SOP) including, but not limited to: utilization of HMIS to track all clients at entry
and exit, service transactions, case notes and input of all required universal and common
data elements by project type, maintain overall data quality in accordance with the SCC CoC
Continuous Data Quality Improvement Process (SOP Appendix F), and maintain the
confidentiality and security of client data in accordance with the SOP, this Agreement, and
applicable laws. Non-compliance with HMIS procedures, standards, or governing laws shall
constitute a material breach and may result in the termination of the Agreement. For
agencies that are prohibited from entering data into HMIS, the agencies must still comply
with HMIS requirements in a comparable database and provide aggregate data to meet this
requirement.
D. PERFORMANCE STANDARDS
1. Meet or exceed the applicable system performance benchmarks for safe parking (outreach)
programs. Please note the benchmarks are updated annually and the benchmarks are as
follows:
The extent to which individuals or families who leave homelessness experience additional
incident(s) of homelessness:
i. Metric 2a.1 for Safe Parking Programs: 14% or fewer of households who exit to
permanent housing destinations will return to homelessness within twelve months.
ii. Metric 2b.1 for Safe Parking Programs: 20% or fewer of households who exit to
permanent housing destinations will return to homelessness within two years.
Successful housing placement:
iii. Metric 7b.1 for Safe Parking Programs: 50 % or more of households will exit to a
temporary or permanent housing destination.
Process measures:
iii. Metric (a) for Safe Parking Programs: 67 % or more of households will exit to a known
destination.
Data quality:
v. Metric (c1) for all housing types: 0% of clients will have missing values in
HUD universal data elements.
vi. Metric (c2) for all housing types: 5% of clients or fewer will have Don’t Know/Refused
answers in HUD universal data elements, excluding Social Security Number, Race, and
Exit Destination.
2. Report all major and/or media-sensitive incidents to the designated County representative
(“Contract Monitor”). Report all major and/or media-sensitive incidents to the designated
County representative (“Contract Monitor”). Major or sensitive incidents include but are not
limited to: serious injury or death related to the services provided under the Agreement;
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 6 of 7
serious injury or death of any person in the Contractor’s care; serious injury or death of any
person on property owned, leased, or operated by the Contractor, including but not
limited to facilities, parks, sidewalks, roads, and parks; serious damage to the property of
another related to the services provided by the Contractor under this Agreement; criminal
conduct involving Contractor personnel; any event that has a significant possibility of resulting
in a claim or lawsuit against the County; any event that has a significant possibility of resulting
in a claim or lawsuit against the Contractor that is related to this Agreement; any complaints of
discrimination or harassment by the Contractor’s Clients; and, any event that has a possibility
of receiving public or media attention.
i. The Contractor shall report any such incidents as soon as possible but no later than
twenty-four (24) hours from when the Contractor learns of the incident.
ii. The Contractor must include the following information in all incident reports: name
and contact information of the submitting individual; name and email address of the
best contact for immediate access to a Contractor staff member who can answer
questions regarding the incident; an indication of whether press coverage is likely;
an incident description, including date, time, and location of the incident; and a
description of any action taken in response to the incident. These incident reports
are to be submitted to: crt-incidents@hhs.sccgov.org.
E. PAYMENT SCHEDULE
1. Invoices shall be submitted to the OSH Management Analyst by the last day of the following
month, or the first business day thereafter, using a template approved by the County.
2. June 30th of each year is the end of the County’s fiscal year. An estimate for each June
invoice should be submitted on June 20, 2025. Final invoices should be submitted one
business day before the County’s fiscal year-end deadline, which is usually on the second
Friday of July.
3. Contractor will invoice the County for actual costs by program within the budget
established in Attachment B.
4. The County’s standard payment term shall be Net Thirty (30), unless otherwise agreed to
by the parties. Payment shall be due Net Thirty (30) days from the date of receipt and
approval by the OSH Fiscal team of correct and proper invoices. Invoices that need to be
revised may cause delays in payment. Payment is deemed to have been made on the date
the County mails the warrant or initiates the electronic funds transfer. Subcontractors and
travel shall be billed at actual cost and in accordance with County policy.
5. Contractor must submit a cost allocation plan for shared costs, accounting records, such as
a detailed general ledger report, with each invoice for actual expenses reflecting the
charges invoiced to the County. Contractor must be able to provide the supporting
documentation described in Table 2, below, at the County’s request.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Page 7 of 7
Table 2
Expense Category Supporting Documentation
Personnel – Salary Time and activity reports
Payroll records
Personnel – Benefits Invoices
Allocation methodology and records
Payroll records
Non-personnel Invoices and receipts
Mileage logs
Allocation methodology and records
Allocated Administrative Overhead If applicable, documentation of
Federally-approved indirect rate
Allocation methodology and records
Records to support actual costs
6. Contractor may request a minor budget modification using the template provided by the
Office of Supportive Housing. The County (including Administration and the Department)
may, at its sole discretion, approve and implement Contractor’s budget modification
requests, provided that such modifications: (i) are clerical, non-substantive, and not
material to the performance of the contract; (ii) do not increase or decrease the total
amount, agreed-upon costs, or maximum financial obligation(s) under this Agreement;
and/or (iii) do not alter the agreed-upon service description(s) and/or expected outcome(s)
(i.e., the “scope of service”). The County retains discretion to deny a budget modification
request or require contract amendment, even if these requirements are met. Budget
modifications must be approved before Contractor incurs costs; the County does not
guarantee reimbursement of expenses that have not been approved.
7. If Contractor receives overpayment from the County, Contractor shall promptly
recompense the full amount of the overpayment to the County no later than 60 days after
discovery or notice of the overpayment. Notwithstanding anything to the contrary in this
Agreement, if Contractor fails to recompense the County within 60 days, the County may,
at its sole discretion and without prejudice to any other right or remedy it has or may have,
set off or recoup any liability owed to the County from future payments to Contractor for
services rendered under this Agreement or any other contract between the County and
Contractor. As a courtesy, the County will make best efforts to provide Contractor with
notice prior to setoff or recoupment.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
ATTACHMENT B-3
AGENCY
PROGRAM NAME
START DATE
END DATE
PROJECT TYPE
TOTAL PROGRAM CAPACITY
FUNDING SOURCE(S)
DIRECT PERSONNEL EXPENSES CGF
Caseworkers 406,698$
Program Coordinator 144,871$
Operations Manager 91,022$
Lot Manager 77,813$
Lot Monitors 116,508$
Compliance Officer 74,056$
Taxes and Benefits @ 12%143,768$
Workers Comp 16,827$
DIRECT PROGRAM EXPENSES CGF
Utilities 340,199$
Lot Supplies & Services 23,636$
Contracted Labor 22,750$
Mileage, Gas, Auto Repairs 8,000$
DOJ/DMV Report Fees 1,500$
Contracted Security Services 91,200$
LIVENATION Contracted Security Services 18,900$
Health & Safety 3,000$
Phone, Mobile, Internet, Security Equip 16,125$
OPERATING EXPENSES CGF
Office Supplies & Equipment 32,010$
Liability Insurance 28,000$
Comcast Internet 2,520$
ADMINISTRATION EXPENSES CGF
Administration 140,597$
DIRECT EXPENSES TOTAL
(personnel expenses + program expenses)
OPERATING EXPENSES TOTAL
ADMINISTRATIVE EXPENSES TOTAL
TOTAL PROGRAM BUDGET
County General Fund (CGF)
137 Vehicles
62,530$
140,597$
1,800,000$
1,596,873$
MOVE Mountain View
Safe Parking
7/1/2024
6/30/2025
Basic Needs
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
EXHIBIT B-2 (revised)
Rev. 9/2023 1
INSURANCE REQUIREMENTS FOR STANDARD CONTRACTS ABOVE $100,000
Indemnity
Notwithstanding any other provision of this Agreement, Contractor shall indemnify, release, hold harmless, and defend, with counsel approved by County of Santa Clara (hereinafter “County”), County and its officers, agents, and employees from any claim, demand, suit, judgment, liability,
loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or
in connection with, performance of this Agreement by Contractor and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for County as allowed by law. Contractor
shall reimburse County for all costs, attorneys’ fees, expenses, and liabilities incurred with respect
to any litigation or process in which Contractor contests its obligation to indemnify, defend, and/or hold harmless County under this Agreement and does not prevail in that contest. Insurance
Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may 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.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
EXHIBIT B-2 (revised)
Rev. 9/2023 2
C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet
the specified County insurance requirements without 30 days' prior written notice of such
cancellation or change being delivered to the County of Santa Clara or their designated agent. D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000 c. Products/Completed Operations aggregate - $2,000,000
d. Personal Injury - $1,000,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed c. Personal Injury liability
d. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which
shall be provided to the County:
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
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
EXHIBIT B-2 (revised)
Rev. 9/2023 3
additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.
4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement)
For bodily injury (including death) and property damage which provides total limits
of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.
5. Workers' Compensation and Employer's Liability Insurance
a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars
($1,000,000) per occurrence. E. Special Provisions
The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or
its insurance consultant(s) are not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
2. The County acknowledges that some insurance requirements contained in this
Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be 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.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
EXHIBIT B-2 (revised)
Rev. 9/2023 4
3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies.
4. The County reserves the right to withhold payments to the Contractor in the event
of material noncompliance with the insurance requirements outlined above. F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments)
Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount
of AT LEAST fifteen percent (15%) of the maximum financial obligation of the
County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
STANDARD PROVISIONS Changes to the terms and conditions in this section require approval of County Counsel
A.ENTIRE AGREEMENTThis Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of theagreement between the parties. It incorporates and supersedes all the agreements, covenants and understandingsbetween the parties concerning the subject matter hereof, and all such agreements, covenants and understandingshave been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal orotherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement.
B.AMENDMENTSThis agreement may only be amended by a written instrument signed by the Parties.
C.CONFLICTS OF INTEREST; POLITICAL REFORM ACTContractor shall comply, and require its employees, agents, and subcontractors to comply, with all (1) applicablerequirements 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 section18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediatetermination 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 thisAgreement. Contractor further covenants that, in the performance of this Agreement, it will not use any contractoror 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 ReformAct of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably bematerially affected by the work performed under this Agreement, and (2) prohibits such persons from making orparticipating 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 dutiesto be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agentsand 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 beperformed 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 additionalindividuals 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 theAgreement, end their service to County. Contractor shall ensure that all such individuals identified pursuant to thisparagraph understand that they are subject to the Act and shall conform to all requirements of the Act and otherapplicable conflict of interest and disclosure laws and regulations, and shall file Statements of Economic Interestswithin 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of theirtermination of service pursuant to this Agreement.
D.LEVINE ACT COMPLIANCEContractor 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 thisAgreement (“Subcontractors”) comply, with California Government Code section 84308 (“Levine Act”) and theapplicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Codeof Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to discloseon 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 proceedinginvolving 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
EXHIBIT E
COUNTY OF SANTA CLARA
SERVICE AGREEMENT Version 2.01.2024
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
Board of Supervisors website at http://www.sccgov.org/levineact, and Contractor shall require Subcontractors to do the same. If this Agreement is to be considered or voted upon by the County’s Board of Supervisors, Contractor shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and Contractor must submit all such forms to the County as a prerequisite to execution of the Agreement.
E.GOVERNING LAW, VENUEThis Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the lawsof the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara.
F.ASSIGNMENTNo assignment of this Agreement or of the rights and obligations hereunder shall be valid without the prior writtenconsent of the other party.
G.ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMSContractor assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by theContractor for sale to the County pursuant to this Agreement.
H.WAIVERNo delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provisionas to that or any other instance. Any waiver granted by a party shall be in writing and shall apply to the specific instanceexpressly stated.
I.TERMINATIONStandard Termination Language The County may, by written notice to Contractor, terminate all or part of this Agreement at any time for the convenience of the County. The notice shall specify the effective date and the scope of the termination. In the event of termination, Contractor shall deliver to County all documents prepared pursuant to the Agreement, whether complete or incomplete. Contractor may retain a copy for its records. Upon receipt of the documents, Contractor shall be compensated based on the completion of services provided, as solely and reasonably determined by County. ‐OR‐ Alternate Termination Language Attached as Exhibit , incorporated by this reference. (Requires County Counsel Approval)
J.COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRIMINATION, EQUAL OPPORTUNITY, AND WAGE THEFT
PREVENTION(1)Compliance with All Laws. Contractor shall comply with all applicable Federal, State, and local laws, regulations,rules, and policies (collectively, “Laws”), including but not limited to the non‐discrimination, equal opportunity,and wage and hour Laws referenced in the paragraphs below.(2)Compliance with Non‐Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicableLaws concerning nondiscrimination and equal opportunity in employment and contracting, including but notlimited 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 Discriminationin Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963;California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101,1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing,Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because ofage, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation,
x
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
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, whichmay include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, ifapplicable, any local minimum wage, prevailing wage, or living wage Laws.(4)Definitions: For purposes of this Subsection H, the following definitions shall apply. A “Final Judgment” shall meana judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory governmentagency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appealshave been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatorygovernment agencies include the federal Equal Employment Opportunity Commission, the California Division ofLabor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a payequity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, genderidentity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the CivilRights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, orCalifornia Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory governmentagencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and theCity of San Jose’s Office of Equality Assurance.(5)Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, Contractor affirms thatit has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreementby a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that Contractor
violated an applicable wage and hour law or pay equity law. Contractor further affirms that it has satisfiedand complied with – or has reached Agreement with the County regarding the manner in which it will satisfy –any such final judgments.(6)Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term ofthis Agreement, Contractor receives a Final Judgment rendered against it for violation of an applicable wage andhour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment.Contractor shall inform the Office of the County Executive‐Office of Countywide Contracting Management (OCCM)of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of theFinal Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance withthe Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall beaddressed to the Office of the County Executive‐OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José,CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreementand, accordingly, only notice provided to the Office of the County Executive‐OCCM satisfies the noticerequirements in this paragraph.(7)Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any otherprovision of this Agreement concerning access to Contractor’s records, Contractor shall permit the County and/orits authorized representatives to audit and review records related to compliance with applicable pay equity Laws.Upon the County’s request, Contractor shall provide the County with access to any and all facilities and records,including but not limited to financial and employee records, that are related to the purpose of this Subsection H,except where prohibited by federal or state laws, regulations or rules. County’s access to such records andfacilities shall be permitted at any time during Contractor’s normal business hours upon no less than 10 businessdays’ advance notice.(8)Pay Equity Notification: Contractor shall (1) at least once in the first year of this Agreement and annuallythereafter, provide each of its employees working in California and each person applying to Contractor for a job inCalifornia (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable payequity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicablepay equity Laws in conspicuous places accessible to all of Contractor’s Employees and Job Applicants.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
(9) Material Breach: Failure to comply with any part of this Subsection H shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions: (i) Suspend or terminate any or all parts of this Agreement. (ii) Withhold payment to Contractor until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law. (iii) Offer Contractor an opportunity to cure the breach. Subcontractors: Contractor shall impose all of the requirements set forth in this Subsection H on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.
K. BUDGET CONTINGENCY This Agreement is contingent upon the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount.
L. COUNTY NO-SMOKING POLICY Contractor and its employees, agents and subcontractors, shall comply with the County’s No‐Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County‐owned and operated health facilities,(2) within 30 feet surrounding County‐owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles.
M. FOOD AND BEVERAGES STANDARDS Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by Contractor with County funds for County‐sponsored meetings or events. If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the Contractor should consider providing a vegan option. If pre‐packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans‐fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving. If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant‐derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low‐calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar‐sweetened beverages shall not be provided.
N. CONTRACTING PRINCIPLES All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules.
O. CALIFORNIA PUBLIC RECORDS ACT The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information. Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor.
P. THIRD PARTY BENEFICIARIES This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.
Q. INTELLECTUAL PROPERTY RIGHTS Ownership: County shall own all right, title and interest in and to the Deliverables. For purposes of this Agreement, the term “Deliverables” shall mean any documentation and deliverables created by Contractor during the performance of services that are identified in this Agreement. Contractor hereby assigns to the County all rights, title and interest in and to any and all intellectual property whether or not patentable or registrable under patent, copyright, trademark or similar statutes, made or conceived or reduced to practice or learned by Contractor, either alone or jointly with others, during the period of Contractor’s agreement with the County or result from the use of premises leased, owned or contracted for by the County. Contractor acknowledges that all original works of authorship which are made by Contractor (either solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County. Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or delivered by Contractor, either solely or jointly with others, in connection with any agreement with the County.
R. INTELLECTUAL PROPERTY INDEMNITY Contractor represents and warrants for the benefit of the County and its users that, to its knowledge, as of the effective date of this Agreement, Contractor is the exclusive owner of all rights, title and interest in the Deliverables and/or services provided pursuant to this Agreement. Contractor shall defend, indemnify and hold the County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and reasonable attorney’s fees) by a third party alleging the Deliverables and/or services provided pursuant to this Agreement infringe upon any intellectual property rights of third parties. This indemnity and duty to defend is in addition to and does not supersede the requirements stated in VII of this agreement.
S. OWNERSHIP RIGHTS TO MATERIALS/RESTRICTIONS ON USE All materials obtained, developed or prepared by Contractor in the course of performing services hereunder, including but not limited to videotapes, audio recordings, still photographs, ads or brochures, and the derivative works, patent, copyright, trademark, trade secret or other proprietary rights associated therewith (collectively “Deliverables”), shall be the sole and exclusive property of the County. To the extent Contractor owns or claims ownership rights to said Deliverables, Contractor hereby expressly assigns all said rights, title, and interest in and to the Deliverables to the
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
County pursuant to the terms and conditions of this Agreement and at no additional cost. The County has the exclusive royalty‐free irrevocable right to duplicate, publish or otherwise use for any purpose, all materials prepared under this Agreement. If Contractor wishes to use the materials prepared hereunder for any purpose including but not limited to promotional, educational or commercial purposes, the Contractor shall obtain prior written authorization from the County, which consent may be withheld by the County in its sole discretion. Contractor acknowledges that all original works of authorship which are made by Contractor (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101), and shall belong solely to County. Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or developed by Contractor, solely or jointly with others, in connection with any agreement with the County. If requested to, and at no further expense to the County, Contractor will execute in writing any acknowledgments or assignments of copyright ownership of such copyrightable works as may be appropriate for preservation of the worldwide ownership in the County and its nominees of such copyrights. This section shall apply to the extent not otherwise provided under this agreement.
T. COUNTY DATA (1) Definitions: “County Data” shall mean data and information received by Contractor from County. County Data includes any information or data that is transported across a County network, or that resides in a County‐owned information system, or on a network or system under the control and management of a contractor for use by County. “County Confidential Information” shall include all material, non‐public information (including material, non‐public County Data) appearing in any form (including, without limitation, written, oral or displayed), that is disclosed, directly or indirectly, through any means of communication by County, its agents or employees, to Contractor, its agents or employees, or any of its affiliates or representatives. (2) Contractor shall not acquire any ownership interest in County Data (including County Confidential Information). As between Contractor and County, all County Confidential Information and/or County Data shall remain the property of the County. Contractor shall not, without County’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Agreement. (3) Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to County or any end users. Upon termination or expiration of this Agreement, Contractor shall seek and follow County’s direction regarding the proper disposition of County Data. (4) Contractor shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying County by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in Contractor’s security that materially affects County or end users. If the initial notification is by phone, Contractor shall provide a written notice within 5 days of the incident. Contractor shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Agreement. Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, Contractor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Contractor’s sole expense. Contractor shall not charge County for any expenses associated with Contractor’s compliance with these obligations. (5) Contractor shall defend, indemnify and hold County harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by Contractor and/or its agents, employees or sub‐contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County.
U. PAYMENT TERM
[NOT APPLICABLE TO COMMUNITY BASED ORGANIZATIONS – Describe payment terms for CBO’s in Section V. (D) PAYMENT SCHEDULE] The County’s standard payment term shall be Net Thirty (30), unless otherwise agreed to by the parties. Payment shall be due Net Thirty (30) days from the date of receipt and approval of correct and proper invoices. Payment is deemed to have been made on the date the County mails the warrant or initiates the electronic funds transfer.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD
Revision Date – February 1, 2024
V.CONTRACT EXECUTIONUnless 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 inksignature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, orother 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 usingtechnology approved by the County.
W.LIVING WAGE (IF APPLICABLE)Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that contract withthe County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined inCounty of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living WagePolicy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), mustcomply with Division B36 and the Living Wage Policy and compensate their employees in accordance with DivisionB36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is notlimited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, workerretention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractorand/or a subcontractor violates this provision, the Board of Supervisors or its designee may, at its sole discretion,take responsive actions including, but not limited to, the following:(a)Suspend, modify, or terminate the Direct Services Contract.(b)Require the Contractor and/or Subcontractor to comply with an appropriate remediation plandeveloped by the County.(c)Waive all or part of Division B36 or the Living Wage Policy.This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.
X.COVID-19 REQUIREMENTS (IF APPLICABLE)Contractor shall comply with all County requirements in effect relating to COVID‐19 for persons who routinelyperform services for County onsite and share airspace with or proximity to other people at a County facility as partof their services for County as set forth in a County Health Order (or similar directives) available athttps://covid19.sccgov.org/home, and incorporated herein by this reference. Contractor shall comply with allreasonable requests by County for documentation demonstrating Contractor’s compliance with this Section.
Y.SURVIVALAll 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 thisAgreement, including but not limited to all terms (1) providing for indemnification of County; (2) relating to theCalifornia Public Records Act; (3) relating to County Data; and (4) relating to Contractor’s obligations upontermination or expiration of this Agreement.
DocuSign Envelope ID: F2C2296C-B802-4ED4-A27D-1DF7875A7EFD