SBC BOS 08182015 Agenda FINAL

SAN BENITO COUNTY BOARD OF SUPERVISORS Margie Barrios District No. 1 Chair Anthony Botelho District No. 2 Robert Rivas...

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SAN BENITO COUNTY BOARD OF SUPERVISORS Margie Barrios District No. 1 Chair

Anthony Botelho District No. 2

Robert Rivas District No. 3 Vice-Chair

Jerry Muenzer District No. 4

Jaime De La Cruz District No. 5

County Administration Building - Board of Supervisors Chambers, 481 Fourth Street, Hollister, California

REGULAR MEETING AGENDA AUGUST 18, 2015 Mission Statement The County Board of Supervisors wll/ recognize the public trust it holds, will on all occasions conduct business with honesty, integrity, and respect for the individual, and will hold the organization of County government to that same standard. The San Benito County Board of Supervisors welcomes you to this meeting and encourages your participation. •

If you wish to speak on a matter which does not appear on the agenda, you may do so during the Public Comment period at the beginning of the meeting. Please complete a Speaker Card and provide it to the Clerk of the Board pqor to the meeting. Except as otherwise provided by law, no action shall be taken on any item not appearing on the agenda. When addressing the Board, please state your name for the record. Please address the Board as a whole through the Chair. • If you wish to speak on an item contained in the agenda please complete a Speaker Card identifying the item(s) and provide it to the Clerk of the Board prior to consideration of the item.

Each individual speaker will be limited to a presentation total of three (3) minutes.

I"

9:00 a.m. CALL JO ORDER: < · . a} Pledge of Allegiance to be led by Supervisor Botelho. b)

Acknowledge Certificate of Posting.

c)

PRESENTATIONS & RECOGNITIONS:

·. .: - .

~-"·· ::·

·· .

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(Page 6)

(Page 7-8) BOARD OF SUPERVISORS: Recognize Robert Scoles for serving 9 years as a member of the Community Action Board {CAB) of San Benito County. (Page 9-10) HUMAN RESOURCES - G. Cochran: Present Certificate of Recognition to Kenneth Nattell, Facilities and Grounds Manager, Public Works for his 7 years of service with the County of San Benito upon his retirement. (Page 11-13) OFFICE OF EMERGENCY SERVICES - K. O'Neill: Presentation of a check by P.G. & E. in the amount of $3,000 to the San Benito County Office of Emergency Services to be used for the Community Emergency Response Team (CERT) volunteer program funding; approve the Budget • Augmentation in the amount of $3,000. (4/5 vote)

Agenda

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d)

Public Comment: Opportunity to address the Board on items of interest not appearing on the agenda. No action may be taken unless provided by Govt. Code Section 54954.2.

e)

Department Head Announcements: Information only.

f)

Board Announcements: Information only.

LCQNSEt~T AGE(t4DA: ..

' '

..

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.•





.··.

' . •

These matters shall be cons;dered as a whole and without discussion unless a particular item is removed from the Consent Agenda. Approval of a consent item means approval of the recommended action as specified on the Agenda Item Transmittal. If any member of the public wishes to comment on a Consent Agenda Item, please fill out a speaker card, present it to the Clerk prior to consideration of the Consent Agenda and request the item be removed and considered separately.

(Page 14-22) AGRICULTURAL COMMISSIONER - K. Overstreet: 1) Approve contract with the California Department of Food & Agriculture for Certified Farmers Market Inspections for FY 2015/201 5 for a total contract of $4,000. (Page 23-24) BOARD OF SUPERVISORS: 2) Approve Proclamation declaring September 2015 as "Childhood Cancer Awareness Month" in San Benito County. (Page 25-31) CLERK/AUDITOR/RECORDER-J. P. Gonzalez: 3) Approve contract with Hayashi Wayland for assistance in preparation of the County's Comprehensive Annual Financial Report (CAFR) in an amount not to exceed $25,000. (Page 32-43) COUNTY ADMINISTRATION OFFICE -R. Espinosa: 4) Approve contract with The Regents of the University of California to provide general program assistance in for the period of September 1, 2015 through June 30, 2016, in the amount of $20,000. (Page 44-61) COUNTY COUNSEL - M. Granger: 5) Approve Legal Services Agreement with Cota Cole, LLP, for work in the defense of Award Homes, Inc. v. County of San Benito, City of Hollister, et.al., Superior Court of California, Case No. CU-15-00099 for the period of August 15, 2015 through June 30, 2017, in an amount not to exceed $77,500. COUNTY COUNSEL 6) Approve Legal Representation Diversity related

(Page 62-70) M. Granger: Services Agreement with Serlin & Whiteford, LLP, Joint Agreement and Agreement with Center for Biological to the County's collection efforts (Citadel Exploration, Inc.).

(Page 71-76) HEALTH & HUMAN SERVICES AGENCY - J. Rydingsword: 7) Approve the Field Practicum Agreement with the California State University of Stanislaus Social Work Program and authorize the Director of HHSA to sign said agreement.

Agenda

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I

(Page 77-113) HEALTH & HUMAN SERVICES AGENCY-J. Rydingsword: 8) Authorize the HHSA Director to approve and execute the grant agreement and any amendments related to the three year grant for Tobacco Education contract with California Tobacco Control Program (CTCP) in the amount of $150,000 for the period of July 1, 2015 through June 30, 2016. HEALTH & HUMAN SERVICES AGENCY - J. Rydingsword: (Page 114-116) 9) Adopt Resolution authorizing closure of all Public Health Divisions to include Public Health Department (including EMS) at 439 Fourth Street and Environmental Health at 1111 San Felipe Road from 8:00 a.m. to 5:00 p.m. on November 19, 2015 for mass flu vaccination clinic. (Res. No. 2015-64) HEALTH & HUMAN SERVICES AGENCY - J. Rydingsword: (Page 117-131) 1O) Approve the requisitions for Premier Office furniture in the total amount of $26,766.97 for the workstations delivered and installed for the Agency expansion; and augment fixes assets with $27,000 from the Federal and State Public Assistance Administration as requested in the Budget Adjustment/Transfer form. (4/5 vote) HEALTH & HUMAN SERVICES AGENCY - J. Rydingsword: (Page 132-149) 11) Approve contract with Jennifer Westphal to develop and/or resurrect fruit and vegetable gardens in four elementary schools, preschools or after school programs that serve San Benito County's low-income population for the period of August 18, 2015 to September 30, 2015, in the amount of $16,000. RESOURSE MANAGEMENT AGENCY/PUBLIC WORKS DEPARTMENT-B. Barnes: 12) Approve the reclassification of 1.0 FTE Road Maintenance Superintendent to 1.0 FTE Public Works Superintendent as identified in the scheduled of authorized positions for Road Maintenance Division Public Works using County Personnel Rule 7.G.1. (Page 150) RESOURSE MANAGEMENT AGENCY/PUBLIC WORKS DEPARTMENT-8. Barnes: 13) Award the contract for Elevator maintenance Services to ThyssenKrup Elevator Company for the period of August 1, 2015 through July 31, 2016 with a automatic renew for up to three consecutive years, in the amount of $8, 100. (Page 151-169) RESOURSE MANAGEMENT AGENCY/PUBLIC WORKS DEPARTMENT- B. Barnes: 14) Approve the purchase of a Caterpillar Backhoe and attachments from Quinn Caterpillar Company in an amount not to exceed $130,000; and authorize the Resource Management Agency Director to approve the necessary documents. (Page 170-171) RESOURSE MANAGEMENT AGENCY/PUBLIC WORKS DEPARTMENT- B. Barnes: 15) Approve the purchase of a John Deere Compact Utility Tractor, and a Heavy Duty Flail Mower, a Front Loader and Backhoe attachments from Cal-Coast Machinery; approve the purchase of Frontier Pallet forks, 4 in 1 Bucket and Medium Box Bland and attachments from Cal-Coast Machinery, Inc., in an amount not to exceed $52,000; and authorize the Resource Management Agency Director to sign the necessary documents. (Page 172-179)

Agenda

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RESOURSE MANAGEMENT AGENCY/PUBLIC WORKS DEPARTMENT- B. Barnes: 16) Approve contract with Hayashi & Wayland Accounting and Consulting, LLP., for Public Works account services for the period of August 18, 2015 through June 30, 2016, with automatic renewals up to a maximum of three years, for an annual amount not to exceed $32,000. Page 180-190 RESOURSE MANAGEMENT AGENCY/PLANNING DEPARTMENT - 8. Barnes: 17) Approve the reimbursement agreement with Catalyst Development Partnersffodd A. Deutscher to recover County costs to review and process this project (subdivide approximately 27 acre property located off Southside Road into approximately 90 residential lots). (Page 191-205) For each regular agenda item, the following schedule shall occur: a) Staff report. b) Public opportunity to address the Board on a particular agenda item. Please fill out a speaker card and present it to the Clerk prior to consideration of the item. c) Consideration by the Board.

PROBATION DEPARTMENT-R. T. Baraan: 18) It is respectfully recommended that the Board accept the Local Action Plan as approved by the Community Corrections Partnership; authorize the addition of 1.0 FTE Probation Officer and 1.0 FTE Office Assistance Ill funded by AB 109; and authorize the Chief Probation Officer to negotiate an amendment to the County's commercial lease agreement with the Community Services Corporation for the purposes of establishing a "Community Transition Center." Page 206-226 I: ;(;-:fl.Q$EQFt;,:ps'f3:r~&:I·- " ·.

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Matters discussed during Closed Session include existing and pending litigation, personnel matters and real property negotiations. Reportable actions taken by the Board during Closed Session will be announced during open session. (Gov. Code Section 54957. 1(a) & (b), Ralph M. Brown Act.)

19)

20)

Agenda

(Page 227) Closed Session - Conference with Labor Negotiators Agency designated representatives: Allyson Hauck, Ray Espinosa, Joe Paul Gonzalez, Melinda Casillas, Georgia Cochran, and Steve Coffee Employee Organizations: Institutions Associations Law Enforcement Management Management Employees' Group SEIU Local 521 (General Unit Employees) SEIU United Long Term Care Workers Local 6434 Deputy Sheriffs Association Confidential Confidential Management Department Heads Unrepresented Employees Authority: California Government Code Section 54957 .6 Page 228 Closed Session - Conference with Legal Counsel-Existing Litigation Subdivisions (a) and (d)(1) of Government Code Section 54956.9 Name of Case: County of San Benito v. Cristina M. Martinez, et.al., Superior Court of California, County of San Benito, Case No. CU-15-00063

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21)

22)

(Page 229) Closed Session - Conference with Legal Counsel-Existing Litigation Subdivisions (a) and (d)(1) of Government Code Section 54956.9 Name of Case: County of San Benito v. Maximo R. Ornelas and Juanita L. Ornelas, et.al, Superior Court of California, County of San Benito, Case No. CU-15-00077 Closed Session - Conference with Legal Counsel-Anticipated Litigation Initiation of litigation pursuant to subdivision (d)(4) of Section 54956.9 Number of Cases: (2)

(Page 230)

ADJOURN TO TUESDAY, SEPTEMBER 8, 2015 AT 9:00 A.M. NOTE: A copy of this Agenda is published, along with supportive documents, on the County's Web site on the Friday preceding each Board meeting and may be viewed at www.cosb.us/government/meetingsagendas/. All proposed agenda items with supportive documents are also available for viewing at the San Benito County Administration Building, 481 Fourth Street, Hollister, CA between the hours of 8:00 a.m. & 5:00 p.m., Monday through Friday (except holidays). This is the same packet that the Board of Supervisors reviews and discusses at each Board meeting. As required by Gov. Code Section 54957.5 any public record distributed to the Board of Supervisors less than 72 hours prior to this meeting in connection with any agenda item shall be made available for public inspection at the office of the Clerk of the Board, San Benito County Administration Building, 481 Fourth Street, Hollister, CA 95023. Public records distributed during the meeting will be available for public inspection at the meeting if prepared by the County. If the public record is prepared by some other person and distributed at the meeting it will be made available for public inspection following the meeting at the office of the Clerk of the Board.

In compliance with the Americans with Disabilities Act (ADA) the Board of Supervisors meeting facility is accessible to persons with disabilities. If you need special assistance to participate in this meeting, please contact the Clerk of the Board's office at (831) 636-4000 at least 48 hours before the meeting to enable the County to make reasonable arrangements to ensure accessibility.

Agenda

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SAN BENITO COUNTY BOARD OF SUPERVISORS CERTIFICATE OF POSTING

Pursuant to Government Code Section #59454.2(a), the agenda for the San Benito County Board of Supervisors meeting of August 18, 2015 was posted on the 14th day of August, 2015 at 12:00 p.m., at the following locations, freely accessible to the public:

The front entrance of the Old County Courthouse, Monterey Street City of Hollister, San Benito County, State of California and The lobby of the San Benito County Administration Building, 481 Fourth Street, Hollister, CA

I, LOUIE VALDEZ, certify under penalty of perjury, that the foregoing is true and correct.

LOUIE VALDEZ CLERK OF THE BOARD

Page 6 of 230

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leave Blank:

Agenda Tune fsitmates: Mf!llJtes or D Consent

AGEN.DA ITEM TRANSMllTAL Board of Supervisors TO: FROM: Anthony Botelho, Supervisor District 2

lS-b

CONTACT FORINFO~ATION: Ncme: Janet Slibsqaer

Date/Time·~er;'d; ,.:•

..

~j13/1s(S>

NUMBER ,OF .( ;ERilflED COPIES REQUIRED:

Phone No:

(1) SUBJECT: Recognize Robert Scoles as a member of the Community Action Board (CAB) of San Benito County

MfffiNGOATE:

August 18, 2015

(2) BACKGROUND INFORMATION (If not SJJmmaized within ~is space provide a s~ff report instead, nollng ~ttachmenl)~

For 9 years, Robert Scoles has been a champion serving as a volunteer on the Community Action Board (CAB). He first joined the CAB on March 28, 2006. As a member of the CAB he served as chair for 3 years, Secretary, and on numerous committees including: Executive Committee, Programs & Planning Committee, Bylaws Committee. Mr. Scoles was instrumental in approving local policies & procedures. Mr. Scole's service on the Program & Planning committee was invaluable in helping to determine the needs of the low-income residents in order for San Benito County to receive grants from the Community Development Block Grant and Community Services Block Grants. He was very involved withe the CDBG procurement process and was part of the team that rated, ranked and made recommendations to the CAB. Mr. Scoles is appreciated for his commitment, dedication and contributions to the residents of San Benito County.

(3) OTHER AGENCY INVOLVEMENT:

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(4) SUPPORTIVE DOCUMEl'ITS RELATIVE TO THIS ITEM: 0 Contract 0 Resoluticn

0

Ordincrtce

l!l

other: Certificate

of Recognition

(6) RJNDING SOURCE(S):

{7} CURRENT VEAR COST:

$ (10) Will PROPOSAL REQUIRE ADDITIONAL PERSONNEL?

LIVES

UNO

I

(8) ANNUAL OR PROJECT COST:$

If YES, STATE NUMBER: Pennanent

I

(9) BUDGETED: 0VES 0 NO

Limited Term

(11) RECOMMENDED ACTION(S):

Recognize Robert Scoles for serving 9 years as a member of the Community Action Board (CAB) of San Benito County.

08/13/2015 DATE

SIGNATIJRE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESfNTAllVE

CLERK'S usi: ONLy '0APPROVED

.D ACKNOWLEDGED 0 .SET PUBUC HEARING

D OENIED D ACCEPTED

OAPPOINTED

0

OAOOFTED

D RESOLUTION NO. D ORDINANCE' NO.

CONTINUED TO 00THER

- - -- = - - - - - -

~-------C]NoACTIO~N~T.-AK_E_N____"---------------

BY: Deputy Clerk of the Board

DATE: COPY ROutlNG:

ORIGiINAttNG DEPT. - AUDO'OR - COUNTY COUNSEL

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Revised:9/26/2013 08/13/2015

CERTIFICATE OF RECOGNIT·ION Presented to

~

~6ert Scofes Community jlction
SAN BENITO COUNTY BOARD OF SUPERVISORS August 18, 2015

Margie Barrios, Chair

Anthony Botelho

Robert Rivas, Vice Chair

Jaime De La Cruz

Jerry Muenzer

Page 8 of 230

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Agenda Time Estimates: Minutes or 181 Consent

AGENDA nEM TRANSMITTAL

Leave Blank:

8)0/rs-/P

(p3b

BOARD OF SUPERVISORS

TO:

Date/TJme Rec'd:

' NUMBER OF CERTIFIED COPIES REQUIRED:

CONTACT FOR INFORMATION: Name: Georgia Cochran Phone No: 636-4000

FROM: Georgia Cochran Human Resources MEETING DATE: August 18 , 2015

(1) SUBJECT: PRESENTAnON OF CERTIFICATE OF APPRECIAnON TO COUNTY EMPLOYEE UPON RETIREMENT (2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

Kenneth Nattell, Facilities and Grounds Manager, Public Works Employed; 2008 - 2015 - Public Works, Facilities and Ground Manager Total combined service to San Benito County is 7.25 years

(4) SUPPORlNE DOCUMENTS RELATIVE TO THIS ITEM : 0 Contract D Resolution D Ordinance 181 Other: Plaque

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITTM:

(7) CURRENT YEAR COST:

(6) FUNDING SOURCE(S):

(8) ANNUAL OR PROJECT COST: $

$ N/ A (10) WILL PROPOSAL REQUIRE ADDITTONAL PERSONNEL?

DYES

12SJ NO

If YES, STATE NUMBER: Pennanent

(9) BUDGETED: O NO

181 YES

Limited Term

(11) RECOMMENDED ACllON(S):

Present Certificate of Appreciation to Mr.Nattell for his more than 7 years of service.

-~£1 ~

/

/

I\

?J/tffl<

DATE

SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE

t

CLERK'S USE ONLY 0 APPROVED 0 ACKNOWLEDGED 0 SET PUBUC HEARING

0

0

0

DENIED ACCEPTED APPOINTED

OADOPTED 0 RESOLUTION NO. 0 ORDINANCE NO.

0 CONTINUED TO _ __ _ OOTHER

_ _ __ _

0NOACllO ~ N-T_A_KE_N

_ _ _ __

BY: Deputy Clerk of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

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CERTIFICATE OF RECOGNITION 'l(enneth :tfatte{{ Facilities and Grounds Manager Public Works Department IN APPRECIATION FOR MORE THAN 7 YEARS OF DEDICATED SERVICE TO THE COUNTY OF SAN BENITO Best Wishes on Your Retirement From The San Benito County Board of Supervisors August 18, 2015

·--~~,&. Margie Barrios, Chair

Anthony Botelho

Robert Rivas, Vice-Chair

Jaime De La Cruz

Jerry Muenzer

Page 10 of 230

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Agenda Time Estimates: Mlnyte.s or 0 Co~

AGENDA ITEM TRANSMITTAL

Leave Blank:

5MINS

BOARD OF SUPERVISORS FROM: KEVIN O'NEILL

TO:

CONTACT FOR INFORMATION: Name: KEVIN O'NEILL Phone No: 636-4000

N.UM.BER OF CE REQUIRED:

(1) SUBJECT: PRESENTATION OF CHECK BY PGE TO OES FOR CERT VOLUNTEER PROGRAM FUNDING

MEEnNG DATE:

08/18/15

(2) BACKGROUND INFORMATION (Jf not summil"ized within this space provide a st.aft repprt instead, noting attachment)·:

PGE WOULD LIKE TO PRESENT A CHECK IN THE AMOUNT OF $3,000 TO THE OES PROGRAM TO BE USED FOR EQUIPMENT FOR THE CERT VOLUNTEER PROGRAM.

(3) OTHER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMENTs RELATIVE TO THIS ITEM:

D

a

Conb"ac:t Ordinance

D D

(S) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

Resolution Other:

(6) RJNDING SOURCE(S):

PGE FUNDING

(7) CURRENT YEAR COST:

(8) ANNUAL OR PROJECT

~ 3,000.00

COST:$

• NO

(10) WILL PROPOSAL REQUIRE ADDffiONAL PERSONNEL?

(9) BUDGETED:

0

3,000.00

If YESA STATE NUMBER: Permanent

YES

llJ NO

Limited Tern

(11) RECOMMENDED ACTION(S):

ACCECPT CHECK FROM PGE IN THE AMOUNT OF $3,000 TO BE USED FOR CERT VOLUNTEER PROGRAM, AND APPROVE AUGMENTATION OF OES BUDGET. (£1/~ V~)

SIGNATURE OF AGENCY OR DEPAIITMENT AUTHORIZED REPRESENTATIVE

CLERK'S.USE ONLY DAPPROVED D AC!(NOWLEDGED D SfT PUBUC HEARING

0 DENIED D ACCEPTED 0

APPOINTED

OAoomo D ~OLUTION NO. 0 ORDINANCE. NO.

D

COl'ITTNUED.TO

Oo:rHER --------- - - - 0NOACTION TAKEN

BY:

Deputy Clerk of the Board

DATE: COPY ROUTING:

ORIGINAnNG DEPT. - AUDnOR - COUNTY COUNSEL

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COUNTY OF SAN BENITO BUDGET ADJUSTMENT!TRANSFER Please Indicate Type:

Fiscal Year:

IKJ D D

FY 15/16

Department:

OFFICE OF EMERGENCY SERVICES

Org Key:

1045

Appropriation/Est. Revenue Increase (Requires 415 Board of Supervisors Approval)

Contingency Transfer (Requires 415 Board of Supervisors Approval)

Interdepartmental Transfer or lnterobject Transfer>$25,000 (Requires Board of Supervisors Approval)

D D

lnterobject Transfer<$25,000 (Requires Admin. and Auditor Approval)

lntraobject Transfer (Requires Auditor Approval)

Description

LOGOS# 101.15.1045.1000.570.001 101.15.1045.1000.650.302

Exp. Decrease/

Exp. Increase

Rev. Increase

Rev. Decrease

OTHER REVENUE FIXED ASSETS

3,000.00 3,000.00

Total

Comments:

3,000.00

3,000.00

BUDGET AUGMENTATION FOR FUNDING PROVIDED BY PGE TO PURCHASE EQUIPMENT FOR THE CERT VOLUNTEER PROGRAM.

Submitted: Department Head/Authorized Signature Verification of Sufficient Funds:~-----~--------------------~ Approval:

Approval by Board of Supervisors

Date Attested: Clerk of the Board_:------

- - - - - - -- - - - - - - - -- - - - - -

Page 12 of 230

Vote:

Yes

No

08/13/2015

.

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WARNING - THIS DOCUMENT CONTAINS A VOID PANTOGRAPH. COLORED BACKGROIJND AND WATERMARK ON THE BACK ~1.·

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Gasand

Bectric Company

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Date: 05/1 1!l015 Check No. 3839255 Pay $***"'"""'3,000.00• "THREE THOUSANo•uu•••u•uu••uu•+........--••u•uuuuo•uu••"'• AND 00/100 DOLLARS (.C

To The Order Of ACCOUNTS PAYABLE

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SAN BENITO COUNTY

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VP, CONTROLLER. and CFO

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SAN BENITO COUNTY Check no. Date Vouraccountnumber Payment Document Our account with you

3839255

05111/2015 1028576

2000059816 NIA

Net Amount Comments

Invoice

Date

99797

05/08/15

0.00

3 , 000.00 Mail to: G. Nishikll.wa i44S capitol St 210, .Fresno

Totalsi

USD

0.00

3,000.00

Discount

~or

Payment rnquiries, call 1·800·756·PAID

Special Handle Code: 02

Pacific Gas and Electric Company

n Beale Street, San Francisco, CA 94105 Page 13 of 230

08/13/2015

Agenda.l.IJ'ne. estimates: Minutes er· l!J'.Corisejlt.

AGENDA ITEM TRAN~MlTTAL. TO: BOARD OF SUPERVISORS FROM: Karen Overstreet

:tQITTACf FORlNF:ORMA1tON:

Name~ Karen Overstreet Pl:tone No; 637-5344

Agricultural Commissioner/Sealer . MfffiNGDATfa (1) $tJEQECT:

'NUMBER OF t!:lttlf'lEPCOPJ:ES .R:fQUIReO ~.

Stafe contract for Certified Fanners Market Inspections FY 20 1 5/2016, Contract #15-0421-SA, Total contract $4,000 (2)J:JACKGROCJl'JJ)INF.()RMAtION (If not.summarized wi.thin this space providea staJf reportlns.tead, noting.,attaphment):

August 18, 2015

The California Department of Food and Agriculture (CDFA) wishes to contract with County of San Benito to perform market and production site inspections for the Certified Farmer's Market (CFM) program. These services are in addition to the normal activities required under statute. The work will be performed by existing staff. The anticipated revenue has been budgeted in the Agricultural Commissioner's Budget for FY 2015/2016.

JUL 2 3 2015 {J) · OTHER AGENCY INVOLVEMENT:

(4) SUPPOlmVE .DOCUMENTS RELATIVE TO THIS ITEM: ll Coritratt D Resolutiori

D

Ordin$ce

D

(S) ·.PREVIOUS RELEVANT BOAR() ACTIONS ON THIS SPECTFIC •ITEM:

Other:

{1{)) WILL PROPOSAL REQUIREAPDITI0f'1AL PERSONNEL?· U YES

~.NO'

If YES; ~TATE NUMBER;

i:ierrnanent

Limited temi

(11) R:ECOMMENDEI) ACUON(S):

1. Approve Contract #15-0421-SA between the California Department of Food & Agriculture and the County of San Benito for Certified Farmer's Market program inspections from July 1, 2015 through June 30, 2016. Total contract $4,000.00. 2. Authorize the Chair to sign the contract.

07/22/2015 . •SlGNATLIRE'OFAGfNCYOR'DEPARfME;NTAUTHORIZED REPRESENTATIVE

DATE

CLERJ<'$JJSE ONLY

0

0.AfiPROVED

0

Q,AQKl\[01>MPGED

DENIED ACCEPTED

o sE"(POe11c;liEAJUNG ·o APPorNi-Eo

Q,AD0PTED

OtoNTlniUED>TO

---------D ~ESOllJTION NO. - - - - [JOT;H~R . ·. · O:ORDINANCE NO. 0 .NO ACTI0N TAKEN

BY: Depufy crerkof th.e

Board

COPY ROUTING:

ORIGINATING DEPT. • AUDrtOR • COUNTY COUNSEL

Page 14 of 230

Revised:9/2 08/13/2015 6

California Department of Food and Agriculture

AGREEMENT GAU-03 (Rev.4/15)

COOPERATIVE AGREEMENT SIGNATURE PAGE

AGREEMENT NUMBER

15-0421-SA

RECIPIENT'S NAME

COUNTY OF SAN BENITO

2.

The term of this Agreement is:

July 1, 2015 througtiJurie 3o·, 2016

T.

The maximum amount of this Agreement is:

$4,000.00 Four Thousand Dollars and Zero Cents

The parties agree to comply with the terms and conditions ofthe following exhibi~ which ar~ by th~is ref~ren~ made a . _part of the .c;,greement:

4.

Exhibit A: • Recipient and Project Information • Scope of Work

3 Page(s)

Exhibit B: • Payment Provisions and Budget • Budget

2 Page(s)

Exhibit C: General Terms and Conditions

2 Page(s}

RECIPIENT'S NAME (Organization's Name)

COUNTY OF SAN BENITO DA'TE SIGNED (Do not type)

BY (Authorized Signature)

,a:5 -.-

~ .

----

.··

PRINTED NAME ANO TITLE OF PERSON SIGNING . ADDRESS

3224 Southside Road, Hollister, CA 95024-9533 P.O. Box.699, Hollister, CA 95024-0699 . ST~tE OF CALlF'ORNIA

·-

.

AGENCY NAME

CALIFORNIA DEPARTMENT OF FOOD AND AGRICULTURE (CDFA)_

PRINTED NAME AND TlnE OF PERSON SIGNING

CRYSTAL MYERS, MANAGER, FEDERAL FUNDS MANAGEMENT OFFICE . ---~

-

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ADDRESS

1220 N STREET, ROOM 120 SACRAMENTO, CA 95814

MA

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EXHIBIT A RECIPIENT ANO PROJECT INFORMATION 1. CDFA hereby awards an Agreement to the Recipient for the project described herein: The County will inspect as outlined in the Food and Agricultural Code, Division 17, Chapter 10.5, the California Code of Regulations, Title 3, Subchapter 4, Article 6.5; and any established Certified Farmers Market and/or State policies and procedures. 2. The Managers for this Agreement are;, ..

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COUNTY OF SAN BENITO

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2800 Gateway Oaks Dr., Suite 100

Address:

Phone:

3224 Southside Road I P.O. Box 699 Hollister, CA 95024-9533 I Holli$t~r. CA 95024-06~9 831-637-5344

Email Address:

[email protected]

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City/State/Zip:

Sacramento, CA 95833

:

910-900-519'8

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Email Address: .

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Karen Overstreet ..

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Name:

Kiley Potter

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: FOR RECIPIENT:

FOR ·c oFA: ·: Name: 1:

[email protected] ..

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3. For a detailed description of activities to be performed and duties, see Scope of Work.

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SCOPE OF WORK The County agrees to provide market and production site inspections for the Certified Farmer's Market (CFM) Program. These services are in addition to the normal inspection activities being performed by the County and those required under statute. The services provided under this agreement should be consistent with normal inspection procedures currently performed by the County. Services to be invoiced under this Cooperative Agreement will commence no earlier than July 1, 2015. Inspection hours and workdays should vary where appropriate and practical. The County shall provide necessary inspection supplies and equipment, with the exception of forms and supplies routinely provided by the California Department of Food and Agriculture (CDFA). The rate of $400 per inspection for both production site inspections and market site inspections includes, but is not limited to, the following services rendered by the County: tasks, hours of enforcement work, mileage, and travel time incurred. The County shall invoice CDFA for work performed under this agreement within 30 days after the end of each month in which services were provided. The invoice to be used by the County will be the CFM Program County Invoice provided by CDFA. Refer to the instructions that accompany the form when preparing and submitting the invoice. Tasks performed by the County include:

PRODUCTION SITE INSPECTIONS • Number of Growing Grounds and Storage Spaces Inspected • Number of Acres Inspected • Number of Noncompliances Issued • Name and Number of Inspectors or Title • Total Number of Inspection Hours Worked • Total Cost Including Personnel 1 Mileage and Overhead • Name and Signature of Authorized County Personnel Submitting Invoice MARKET SITE INSPECTIONS • Travel to and from CFM where producers are selling • Verification of the producer's certificate • Perform a complete inventory of commodities on display • Perform a complete inventory of commodities in vehicle, if available • Document and process evidence obtained by photography • Compose narrative of findings at CFM • Correspondence with production site county when investigations are necessary

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PRODUCER AND MARKET INVESTIGATIONS

• • •

Correspondence with the proper counties regarding evide nee obtained within 48 hours of the CFM inspection Preparing Notices of Proposed Actions when necessary Conducting Administrative Hearings when necessary

For production site inspections which are the result of an investigation, please do not inform the producer of any specific commodities which may be under investigation prior to the site inspection. Refer to the instructions that accompany the CFM Program County Invoice when preparing and submitting the invoice. Inspections shall be performed as outlined in the Food and Agricultural Code, Division 17, Chapter 10.5; the California Code of Regulations, Title 3, Subchapter 4, Article 6.5; The County shall follow established direct marketing practices and procedures and any State policies and procedures. The State shall perform evaluations of county inspections, which could include but are not limited to; on-site observations; assessment of inspection procedures and review of non-compliances and other reports for accuracy and consistency.

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EXHIBIT B PAYMENT PROVISIONS AND BUDGET 1.. Invoicing and Payment A. For activities performed according to the attached Scope of Work, Budget and the terms of this Agreement, and upon receipt and approval of the invoices, the CDFA agrees to compensate the Recipient for actual allowable expenditures incurred in acoordance with this Agreement and stated herein, which is attached hereto and made a part of this Agreement.

B. Invoices must include the Agreement Number, performance period, type of activities performed in accordance with this Agreement, and when applicable, a breakdown of the costs of parts and materials, labor charges, and any other relevant information required to ensure proper invoices are submitted for payment. C. Unless stated in Exhibit A, Scope of Work, monthly invoices must be submitted to the CDFA Agreement Manager, within thirty (30) calendar days after the end of each month in which activities under this Agreement were performed · D. A final invoice will be submitted for payment no more than thirty (30) calendar days following the expiration date of this Agreement or after project is complete, whichever comes first. The final invoice must be clearly marked "Final Invoice· thus indicating that all payment obligations of the CDFA under this Agreement have ceased and that no further payments are due or outstanding. 2; Budget Contingency Clause If funding for any fiscal year is reduced or deleted for purposes of this program, the CDFA will have the option to either terminate this Agreement with no liability occurring to the-cDFA, or offer to amend the Agreement to reflect the reduced amount. 3~

Prompt Payment Clause Payment will be made In accordance with, and within the time specified in, California Government Code Titre 1, Division 3.6, Part 3, Chapter 4.5, commencing with Section 927 - The California Prompt Payment Act.

4. Allowable Line Item Shifts The Recipient must obtain written approval from the CDFA Agreement Manager for any line-item shifts. 5. Allowable Expenses and Fiscal Documentation A. The Recipient must maintain adequate documentation for expenditures subject to this Agreement to permit the determination of the allowability of expenditures reimbursed by the CDFA under this Agreement If CDFA cannot determine expenditures are allowable under the terms of this Agreement because records are nonexistent or inadequate according to Generally Accepted Accounting Principles, the CDFA may disallow the expenditure.

B. If domestic travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. The maximum rates allowable for travel within California are those established by the California Department of Human resources (CalHR}. The maximum rates allowable for domestic travel outside of California are those established by the United States General Services Administration (GSA). C. If international travel is a reimbursable expense, receipts must be maintained to support the claimed expenditures. The maximum rates allowable are those established In a per diem supplement to Section 925, Department of State Standardized Regulations. All international travel must comply with the "Fl~ America Act" USC Title 49 § 40118. D. The Recipient must maintain and have available, upon request by the CDFA, all financial records and documentation pertaining to this Agreement. These records and documentation must be kept for three (3) years after completion of the Agreement p_ eriod or until final resolution of any performance/compliance review concerns or litigation claims. 6; Budget For a detailed budget of all the activities to be performed under the Scope of Work, see attached Budget.

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2015-2016 Certified Farmers Market Fisca I Display

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Market Site Inspections: Rate

Amount Regular

1

Total

400.00

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. 400.00

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Production Site Inspections: Rate

Amount Regular

9

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$

Total

400.00

COOPERATIVE AGREEMENT TOTAL:

$

3,600.00

$

4,000.00 .

Operational needs may require changes to line item expenditures within the agreement budget. If changes are needed, the totai agreement amount may not be exceeded. Actual invoices must reflect these changes. If additional funding is required, a budget .mendment must be submitted for approval. Hours, average rate, mileage, and other costs are Included in the cost of the Inspection. Amounts will be reflected in invoices submitted for payment and may not exceed the cooperative agreement total, unless, a budget amendment has been submitted and approved.

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EXHIBIT C GENERAL TERMS AND CONDITIONS 1. Approval This Agreement is of no force or effect until signed by both parties. The Recipient may not invoice for activities perfomied prior to the commencement date or completed after the termination date of this Agreement. 2. Assignment This Agreement is not assignable by the Recipient, either In whole or in part, without the consent of the Agreement Manager, In the form of a formal written amendment.

3. Mutual Llablllty Each party hereto agrees to be responsible and assume liability for its own wrongful or negligent acts of omissions, or those of Its officers, agents or employees to the full extent required by law. 4. Disputes The Recipient must continue with the responsibilities under this Agreement during any dispute with the CDFA. In the event of a dispute, the Recipient must file a "Notice of Dispute" with the CDFA Agreement Manager within ten (1 O) calendar days of discovery of the problem. The Notice of Dispute must contain the Agreement number. Within ten (10) calendar days of receipt of the Notice of Dispute, the Agreement Manager must meet with the Recipient for the purpose of resolving the dispute. In the event of a dispute, the language contained within this Agreement prevails. 5.

C~ontractors/Consultants · The Recipient must obtain prior approval from the CDFA Agreement Manager before hiring contractors, consultants or both. Recipient must follow their organization's written procurement policy and in the absence of a written policy or when the policy does not require competition the organization must conduct a competitive procurement process. The procedures must reflect applicable State and local laws and regulations and all contractors must have the proper licenses/certificates required In their respective disciplines.

A contract under this Agreement must be a written Agreement between the Recipient and the Contractor/Consultant, and must state the activities to be performed, the time schedule, the policies and requirements that apply to the Contractor/Consultant, the amount of the contract, and the requirements and restrictions to be used in determining allowable costs. The contract must not affect the Recipient's overall responsibilities for the management of the project, and the Recipient must reserve sufficient rights and control to enable it to fulfill its responsibilities under this Agreement. If the Recipient contracts for a portion of the work required by this Agreement, nothing contained in this Agreement or otherwise shall create any contractual relation between the CDFA and any Contractor/Consultant, and no contract shall relieve the Recipient of its responsibilities and obligations hereunder. The Recipient's obligation to pay its Contractors/Consultants is an independent obligation from the CDFA's obligation to make payments to the Recipient. The CDFA shall have no obligation to pay or to enforce the payment of any monies to any Contractor/Consultant. The Recipient, and the agents and employees of the Recipient in the performance of this Agreement, will act in an independent capacity and not as officers or employees or agents of the State.

B. .N on.Discrimination.Clause The Non-Discrimination Clause applies to the extent that the requirements therein are applicable to the Federal Government. During the performance of this Agreement, Recipient and its contractors will not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, physical disability, mental disability, medical condition, age, marital status, and denial family care leave. The Recipients and contractors will ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Recipient and contractors will comply with the provisions of the Fair Employment and Housing Act (Government COde Section 12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a·f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Recipient and its contractors will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining unit or other Agreement The Recipient must include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 7" Governing Law This Agreement is governed by and must be interpreted In accordance with all applicable Federal and State laws.

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8. Unenforceable Provision ·1n the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and will not be affected thereby. 9. ExcflieJax The State of California is exempt from Federal excise taxes and no payment will be made for any taxes levied on employees' wages. The CDFA will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another State.

10. Right to Tennlnate This Agreement may be terminated by either party hereto upon written notice delivered to the other party at least thirty (30} calendar days prior to the Intended date of termination. By such termination, neither party may nullify obligations already incurred prior to the date of termination. In the event of Tennination for Convenience of this Agreement by CDFA, CDFA must pay all responsible costs and non-cancellable obligations incurred by the Recipient as of the date of termination. 11. Termlnatlonfor Cause The CDFA may terminate this Agreement should the Recipient fail to perform the requirements of this Agreement at the time and in the manner herein provided. However the Recipient will have fifteen (15) calendar days after receipt of the termination notice to cure the breach. If the breach is not cured within fifteen (15} calendar days of receipt of notice, the CDFA shall reimburse the Recipient for all project specific costs incurred through the date of termination, including all uncancellable obligations, subject to the requirements of 2 CFR 200.471, applicable to sponsored agreements.

12. Reporting Requirements The Recipient agrees to complete all reporting requirements listed in Exhibit A, Scope of Work.

13. Publlcitv and Acknowledgement The Recipient agrees that it will acknowledge CDFA's support whenever projects funded, in whole or in part, by this Agreement are publicized in any news media, brochures, publications, audiovisuals, presentations or other types of promotional material. Recipients may not use the United States Department of Agriculture logo or the CDFA logo. ~4.

Property Damage Claims Process Should the property owner claim damages arising under, related to or involving this Agreement, the Recipient shall forward the property owner's written request for compensation to the CDFA Agreement Manager. The written request shall be fully supported by factual information. The Agency Secretary or designee will have thirty (30) calendar days after receipt of the written request to render a written decision. Jf a written decision is not rendered within thirty (30) calendar days after receipt of the request or the property owner disputes the CDFA's decision, the property owner may file a claim with the Victims Compensation Government Claims Board.

15. Force Majeure The Recipient shall not be liable for any failure to perform as required by this Agreement, to the extent such failure to perform is caused by any of the following: labor disturbances or disputes of any kind, accidents, failures of any required governmental approval, civil disorders, acts of aggression, acts of God, energy or other conservation measures, failure of utilities, mechanical breakdowns, materials shortages, disease, or similar occurrences. 16. Amendments Changes to Exhibit A, Scope of Work, Exhibit B, Budget, or the end date, must be requested in writing to the COFA Agreement Manager via letter, fax or email no later than sixty (60) calendar days prior to the requested implementation date. Any changes to the Scope of Work, Budget, and end date are subject to Agreement Manager approval, and, at Its discretion, the Agreement Manager may choose to accept or deny these changes. A formal amendment to the Agreement is required for these changes. No amendments are possible if the Agreement is expired.

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Agenda nme Estimates: MiBJtes or I!] consent

AGENDA ITEM TRANSMITTAL Board of Supervisors FROM: Margie Barrios, Chair

·~Blank:

<4-30 7/~/1f_,/P_

TO:

MEETING DATE:

August 18, 2015

· Qafeflil'i\f:Retd:

CONTACT FOR INFORMATION: Name: Janet Slibsoaer Phone No~

NUMBER OF CERTIFIED COPIES REQUIR(D:

-

(1) SUB:)ECT: Approve Proclamation declaring September 2015 as "Childhood Awareness Month" in San Benito County

(2) BACKGROUND INFORMATION (If not summa-ized within this space provide a staff report instead, noting attachment):

{3) OTHER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: D Contract D Resolution D Ordini!l'lce I!] Other: Proclamation

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(7) CURRENT YEAR COST:

(6) RJNDJNG SOURCE(S):

$ (10} Will PROPOSAL REQUIRE ADDroONAL PERSONNEL?

LJ YES

LJ NO

(8) ANNUAL OR PROJECT COST:$

IfYES, STATE NUMBER: Permanent

IDYES

(9) BUDGETED: D NO

Limited TErnl

(H) RECOMMENDED ACTlON(S):

Approve Proclamation declaring September 2015 as "Childhood Awareness Month" in San Benito County, to be presented at a later date.

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07/22/2015

SlGNATURE OFAGE~R:"DEPARTMENT AUTHORIZED REPRESENTAllVE

DATE

CLERK'S USE ONLY 0APPROVED

D ACt
[J SET PUBLIC HEARING

0DEN1ED D ACCEPTED 0APPDINTED

D ADOPT'ED

D 0

Rf5()LlITT9.N. NO. ORDiNANCE NO.

D CblmNUEO TO D ()fHER.

~--~~ C]NOAcTIO~N-T._l\Kf_·_N~~~~~~~~~-

BY:

Depufy.£ferk of the Board

DATE:

COPYROuttNG:

ORIGINATING DEPT. - AUDITOR ·COUNTY COUNSEL

Page 23 of 230

(

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./ 08/13/2015 R~vised:9~201 ~ -

SAN BENITO COUNTY BOARD OF SUPERVISORS

Margie Barrios District 1

Anthony Botelho District 2

Robert Rivas District 3

Jerry Muenzer District 4

Jaime De La Cruz District 5

CHILDHOOD CANCER AWARENESS MONTH PROCLAMATION WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection report cancer is the leading cause of death by disease among United States children between infancy and age 15. This tragic disease is detected in more than 15,000 of our country's young people each and every year; and WHEREAS, one in five of our nation's children loses his or her battle with cancer. Many infants, children and teens will suffer from long-term effects of comprehensive treatment, including secondary cancers; and WHEREAS, founded over twenty years ago by Steven Firestein, a member of the philanthropic Max Factor cosmetics family, the American Cancer Fund for Children, Inc. and Kids Cancer Connection, Inc. are dedicated to helping these children and their families; and WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection provide a variety of vital patient psychosocial services to children undergoing cancer treatment at Children's Hospital Central California in Madera, Lucile Packard Children's Hospital at Stanford, as well as participating hospitals throughout the country, thereby enhancing the quality of life for these children and their families; and WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection also sponsor Courageous Kid Recognition Award ceremonies, community Get Well cards and hospital celebrations in honor of a child's determination and bravery to fight the battle against childhood cancer. NOW, THEREFORE, BE IT RESOLVED THAT THE SAN BENITO COUNTY BOARD OF SUPERVISORS, does hereby proclaim the month of September as "Childhood Cancer Awareness Month" in San Benito County.

August18,2015 Margie Barrios, Chair San Benito County Board of Supervisors

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(~

Agenda Time Estimates: Minutes or 181 Consent

AGENDA ITEM TRANSMITTAL FROM:

~

CONTACT FOR INFORMATION: Name: Joe Paul Gonzalez Phone No: 831-636-4090

Joe Paul Gonzalez, County Auditor-Controller

MEETING DATE: August 18, 2015

oatefTime Rec'd:

·/~~

BOARD OF SUPERVISORS

TO:

(2)

Leave Blanki

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.

8./10/tr

'

NUMBER OF CERTIFIED COPIES REQUIRED:

(1) SUBJECT:

CONTRACT WITH HAYASHI WAYLAND, LLP FOR ASSISTANCE IN PREPARATION OF THE COUNTY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT

BACKGROUND INFORMATION (Attach additional pages if necessary):

The County's ~uditor's Office requests the Board of Supervisor's approval of contract with Hayashi & Wayland, LLP for assistance with certain aspects of its preparation of the fiscal year 2014-15 Comprehensive Annual Financial Report (CAFR) and to provide other accounting consulting services as needed. At the June 30, 2015 Audit Committee Meeting, the Hayashi Wayland contrad for assistance with CAFR preparation services was discussed (minutes attached). The CAFR preparation strategy is to utilize the services of Hayashi & Wayland to roll-forward the June 30, 2014 CAFR to create a pro-forma June 30, 2015 version for Auditor's Office staff use in drafting the 2015 CAFR using the New World ERP system. Once the CAFR is mapped in the New World ERP system, it is anticipated that the County will be able to produce the CAFR independently within the Auditor's Office. Grace and Associates recommended that the Auditor's Office seek additional help to complete the CAFR and recommended Hayashi and Wayland because of their government accounting experience.

(4) SUPPORTIVE DOCUM~NTS RELATNE TO THIS ITEM: D Contract 0 Resolution D Ordinance 181 Other: Minutes (6) FUNDING SOURCE(S): General Fund Contingency (10) WILL PROPOSAL RfQUIREADDffiONAL PERSONNEL?

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(7) CURRENT YEAR COST:

(8) ANNUAL COST:

$ 25,000

$ 25,000

0 YES

181 NO

(9) BUDGETED: 181 NO

181 YES

If YES, STATE NUMBER:

(11) RECOMMENDED ACTION(S): 1. Approve contract with Hayashi Wayland for assist.ance in preparation of the County's CAFR and authorize Chair of the Boa rd of Supeivisors to sign contract.

SIG

AUTHORIZED REPRESENTATNE

August 8, 2015 DATE

CLERK'S USE ONLY

0 0 0

APPROVED ACKNOWLEDGED SET PUBLIC HEARI~G

0

DENIED 0ACCEPTED 0 APPOINTED

0 ADOPTED 0 RESOLUTION NO. 0 ORDINANCE NO.

0 CONTINUED TO _ _ _ _ 00THER 0NOACTIO=N~T-A-KE-N--------~

BY: Deputy Clerk of the Board

I

DATE:

COPY ROUTING:

BOARD - ORIGINATING DEPT. - AUDITOR REVISED: 3/14/11

Page 25 of 230

08/13/2015

HAYASHI I WAYLAND

July 1, 2015

Attn: Mr. Joe Paul Gonzalez, CPA Clerk-Auditor-Recorder County of San Benito San Benito County Administrative Office County Administrative Building 481 Fourth Street, 2nd Floor Hollister, CA 95023-3840

This letter is to explain our understanding of the arrangements for the services we are to perform for the County of San Benito Auditor's Office ("County"). We ask that you either conflnn or amend this understanding. Services & Scope of Work This engagement is entered into for Hayashi Wayland to assist the Office of the Auditor with certain aspects of its preparation of the fiscal year 2015 comprehensive annual financial report ("CAFR") and provide other accounting consulting services as needed. The Office of the Auditor has the final responsibility for the preparation of the CAFR. Hayashi Wayland's professional staff will work under the direction of the staff at the Office of the Auditor to assist them in the preparation of the annual CAFR. These services will include the following: • • • •

• • • •

Roll-forward the June 30, 2014 CAFR to create a pro-forma June 30, 2015 version for County staffs use In drafting the 2015 CAFR. Provide a listing of additional disclosures recommended for inclusion in the 2015 MD&A and footnotes to the financial statements. Provide recommendations regarding the transfer of the Risk Management fund into an Internal Service Fund. Advise the County on the methodology for how it should be allocatlng out workers compensation and liability Insurance to the different departments as well as how they should be accounting for the large refund received from Trindel. Advise the County on its current use of transfer in/out accounts for proper and consistent usage among departments. Review revenue recognition pollcies and treatment amongst departments. Develop a flow chart or narrative to describe usage of deferred inflows/unearned revenues. Assist with the implementation of GASS 68, the related accounting entries and preparation of required disclosures in the footnotes to the financial statements. Assist with the mapping of the 2014 and 2015 trial balance accounts, which will then be used to prepare summary financial statements.

1188 PADRE DRIVE. SUITE 101. SAUNAS. CA 93901 j PHO N E: 831.759.63 00

HAYASHI & WAYlAND ACCOUNTING & CONSULTING. LLP

I

FAX: 831.75 9.6380

I

HW-CPA.COM

I LOCATIONS IN CARMEL. KING CITY. PASO ROBLES & SALINAS

Page 26 of 230

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County of San Benito Office of Clerk-Auditor-Recorder

July 1, 2015

Page 2 of3 •

Work under the direction of the Office of the Auditor to assist them in reconciling trial balance account information and performing other consulting services, as needed.

All services will be performed under the direction of Joe Paul Gonzalez, Clerk-Auditor-Recorder. We anticipate starting this engagement in July 2015 until such time these services are completed. Mike Nolan, CPA, CFE, CGMA will be responsible for all services provided by Hayashi Wayland to the County. Other professionals at the necessary skill and experience levels may be called upon to assist in this project as appropriate. You will let us know immediately of any problems or issues you perceive in our personnel or services. We will also let you know where we feel we are not receiving the appropriate cooperation or direction and advise you of any other issues related to this engagement. The success of our engagement is dependent upon full openness, communication, cooperation and timely direction. The fulfillment of these responsibilities is critical to the success of our engagement. Fees & Expenses Our fees are based on the actual time at our standard rates, plus travel time and any out of pocket expenses (e.g. mileage). The total amount of this contract is not to exceed $25,000. We will bill you monthly for time spent, including out-of-pocket costs. Billings are due upon submission. Accounts not paid within 30 days from the date of the invoice are subject to a .833% monthly finance. Accounts remaining unpaid will also be liable for reasonable collection costs. The following is a list of our current hourly billing rates:

HAYASHI

I WAYLAND

Page 27 of 230

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County of San Benito Office of Clerk-Auditor-Recorder July 1, 2015 Page 3 of 3

Non-solicitation During the term of this engagement, and for a period of one year following its expiration or termination, you will not actively solicit, employ or otherwise engage any of our employees (including former employees) who were involved in this engagement. In the event you breach this provision, you agree to pay to us within thirty (30) days after demand, an amount equal to 30 percent {30%) of the annual base salary of any such employee of ours. We appreciate this opportunity to be of service to you. If the foregoing is in accordance with your understanding, please sign the copy of this letter in the space provided and return the signed letter to

us. Sincerely,

~/tfi, Michael B. Nolan, CPA, CFE, CGMA Partner Hayashi Wayland

This letter correctly sets forth the understanding of the County of San Benito, Office of the Auditor:

By: Title: Date

APPROVED AS f O LEGAL FORM SAN BENITO ~TY COUNSEL

M~~

~ ~-1-ZDlS

COUNTY COUNSEL

DATE

HAYASHI I WAYLAND

Page 28 of 230

08/13/2015

County of San Benito Audit Committee Meeting Minutes June 30, 2015 Attendees:

Supervisor Jerry Muenzer, District IV Supervisor Jaime De La Cruz, District V Mike Grace, CPA, Grace and Associates Bette Grace, CPA, Grace and Associates Joe Paul Gonzalez, County Auditor-Controller Ray Espinosa, CAO

Meeting called to order at approximately 9:0Sam

Year-End Procedures Joe Paul Gonzalez: the planning for Year-End Close began prior to April 1st. We talked about what we needed to have in place in order to ensure timely preparation so that financial reporting is meaningful. As part ofthe training we have had two trainings in the CFR 200, the super circular. The Graces emphasized the importa nee of this training and wanted departments ready and prepared for the new reporting requirements. In May the Auditor's office issued a closing schedule for FY 14/15 to all departments. Are there any questions relating to the schedule? (no response). The year-end process is going to take us up to August or September. We are planning to have most of the CAFR and SEFA schedules completed by October/November. Jerry Muenzer: When is the submission deadline for the CAFR submission? Bette Grace: March 21st Joe Paul Gonzalez: Hayashi & Wayland are going to finish the mapping of all the G/L accounts and the Auditor's office is going to utilize that mapping for the New World System in order to produce the financial statements. There is a second part to the government reporting that will be completed in July. Mike Grace: CAFR for last year was file March 30th Joe Paul Gonzalez: we are hoping to complete and file by December 18th. I think we will be able to do that given the changes that have occurred. Jerry Muenzer: today is the last day of the fiscal year, so nothing has occurred for this year-end's CAFR? Joe Paul Gonzalez: yes, Mina has been working on reconciling cash in New World. Now that we have all the moving parts as it relates to cash, we are very close to being back on track to daily cash balancing. Jerry Muenzer: one of the reasons this committee wanted to start scheduling meetings every month, is to know when we are falling behind and why. New World ERP Miscellaneous Billing Module Joe Paul Gonzalez: so far we are on track, with one exception, item #3 on the agenda .

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John Miguel: you said something about the SEFA schedules, the timeline has an August 1st date. Joe Paul Gonzalez: Mina will be delegated to work with departments to ensure SEFA's are submitted timely. Item #3 is the New World miscellaneous billing module. The departments that are here are the departments that prepare SEFA schedules. They are the primary users/departments that file claims for reimbursement. There are smaller departments where the receivables are not material amounts, but they will be brought on board to utilize this module. In the past, the Graces have asked us for backup information for receivable balances and it has always been difficult to obtain information from departments. The reason I asked departments to be here is to ensure that they are utilizing the miscellaneous billing module. We had a trainer from New World on site two weeks ago that gave instruction on this module. Leann sent out an email a month ago requesting information departments in order to set-up miscellaneous billing. Bette Grace: even if the invoice is created after July 1st, it is important that departments use June 30th for services that were performed in FY 14/15. Mike Grace: will this be something that departments use at year-end only or throughout the fiscal year? Joe Paul Gonzalez: The Graces bring up a good point; this is something that departments can use throughout the year. Departments can utilize revenue collections to tie to the invoices created through miscellaneous billing. Bette Grace: many departments think on a cash basis. When invoices are created departments need to book it to whichever date they create the billing. Joe Paul Gonzalez: the purpose of this meeting is so that departments know that utilizing the miscellaneous module is a huge priority for us. DeDe Valeozuela: is there going to be additional training? Unfortunately when the training was held, no one had permissions. You're trying to follow along but until you can really use the system it's hard to understand what the system does and how to utilize. it. Joe Paul Gonzalez: when you are ready to start contact Leann and she will provide additional training. If you do not have miscellaneous billing permissions let us know immediately. Nathanael' s primary job is to ensure that securities are set up. Mike Grace: the goal of miscellaneous billing is to have each billing in the system. Bette Grac;,e; Joe Paul can you talk a little but about where departments will be depositing support that will be requested for the audit. Joe Paul Gonzalez: that will be attached to each transaction. Bette Grace: can departments upload documents to the website designated for uploading audit information? Joe Paul Gonzalez: if you want copies of the contract we will set up a location where departments can upload that information. Bette Grace; who is going to provide the final CAFR? Joe Paul GJ)nzalez; the goal is produce the CAFR in New World. Hayashi & Wayland is going to provide the mapping for the G/L accounts that were not mapped and then the mapping will be duplicated in New World. Bette Grace: will H&W be a backup to producing the CAFR? Joe Paul Gonzalez: it's a plan B but I really don't want to do that. The goal is to produce the CAFR in New World. We are working on getting the Bi-tech history in OpenGov. It will be a lot cheaper to maintain. Mike Grace: have you had any feedback from departments about the super circular? Ray Espinosa: we will have training on the super circular at the next department head meeting. Joe Paul Gpnzalez; I did not see any department heads at the previous trainings. Department heads are responsible for administering the grants and ensuring adequate internal controls.

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Mike GraCJ'f?: it's important that department heads, and assistant department heads, are aware of the requirements. John Miguel: can that webinar be viewed at our desk? Joe Paul Gonzalez: yes, we will have IT make it possible so that anyone can view the webinar whenever they'd like. Jerry Muenzer: most of the departments are short staffed, but it seems we have this problem every time. DeDe Valenzuela: when things related to fiscal are distributed can we get notice as well? Joe Paul Gonzalez: Mina will build a list of fiscal people in the various departments so that everyone is notified and receives the information that is distributed. Ray Espinosa: IT will send the Graces a CD so that they have access to the network shared drive. Joe Paul Gonzalez: any backup documentation should be saved to the S drive in a CAFR folder. Bette Grace: we will post the document request list there. If something does not apply, put an N/A. Ray Espinosa: we need to know who all the fiscal people are in each department and determine whether they are using the County network and if not, get them set up so that they can submit information for the audit. Meeting adjourned 10:06am Next meeting will be held July 22nd at 9am

.,.·,

·.> {

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Ageode Time fsbmates:

AGENDA ITEM TRANSMITTAL

Leave Blank:

Minutes or·e:J Consent

PROM: RAY ESPINOSA, CAO

CONTACT FOR INFORMATION: Neme: MELINDA CASILLAS

NUMBER OF CERTlFIED COPIES' REQUIRED:

Phone No: 636-4000

MEETING DATE:

3j;z/1s-fp

i\q

BOARD OF SUPERVISORS

TO:

Date/Time Rec'd:

..

' .

(1) SUBJECT: Contract with The Regents of the University of California for the FY 15/16.

08/18/2015

(2) BAcK(;ROUND INFORMATION (Ifnot summarized within this space provide a staff reportinstead, noting attachment):

During FY15/16 Budget Hearings, the BOS approved funding to The Regents of the University of California (UC Extension Program) in the amount of $20,000.00. The funding is provided in the UC Extension division. The contract for the services to be provided is attached.

-

(3) OTHER AGENCY INVOLVEMENT:

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: 11 Contract D Resolutiai

D Ordinance D

Other:

(6) RJNDINGSOURCE(S):

(7) CURRENT YEAR COST:

$ 20,000.00 (10) \(VILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

0

YES . LI NO

I

(9) BUDGITED: 0 NO

(B) ANNUAL OR PROJ.ECT

Ill YES

COST:$ 20,000.00

If YES, STATE NUMBER:

Permanent

Limited Term

(11) RECOMMENDED ACTION(S):

Approved contract with The Regents of the University of California in the amount of $20,000.00 for FY 15/16.

-

/ri)}

- _?Jr "<:::::/ -

-

SIGNATURE. OF AGENCTGR DEPAIITMENT AlJTHORIZED REPRESENTATIVE

1 'OJ 1~(15 DATE

CLERK'S USE ONLY 0APPROVED D ACKNOWLE[)GED 0 SET PUBLic HEARING

D DENIED D ACCEPTED 0 APPOINTED

0 CONTINUE!) TO 0 .ADOl'TED. D REsOLUTION NO. - - - - D 00THER NO 0

ORDINANCE NO.

_ _ _ _ _ _ _ _ __

ACTIO~N --~--A--KE"'"N

BY:

Deputy Clerk of the Board DATE~

COPY ROUTING: ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

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.

CONTRACT The COUNTY OF SAN BENITO ("COUNTY'') and The Regents of the University of California ("CONTRACTOR") enter into this contract which shall be effective on the date stated in Paragraph 1.

1.

Duration of Contract. This contract shall commence on September 1. 2015 and end on sooner terminated as specified herein.

2.

June 30. 2016, unless

Scope of Services. CONTRACTOR, for COUNTY's benefit shall perform the services specified on Attachment A to this contract. Attachment A is ·made a part of this contract.

3.

Compensation for Services. In consideration for CONTRACTOR's performance, COUNTY shall pay compensation to CONTRACTOR according to the terms specified in Attachment B. Attachment 8 is made a part of this contract.

4.

General Terms and Conditions. The rights and duties of the parties to this contract are governed by the general terms and conditions mutually agreed to and listed in Attachment C. Attachment C is made a part of this contract.

5.

Insurance Limits. CONTRACTOR shall maintain the following insurance policy limits of coverage consistent with the further insurance requirements specified in Attachment C. (a) (b) {c)

6.

Comprehensive general liability insurance: ~$__,1....,00~0=.,...00.:::.;0~-------Professional liability insurance: .:...;N=/A.....__ _ __ _ _ _ _ _ _ _ _ _ __ Comprehensive motor vehicle liability insurance: _$_1..,..~000=--.0.:::.;0~0~------

Termination. The number of days of advance written notice required for termination of this contract is thirty (30) days.

7.

Specific Terms and Conditions (check one) [ ]

There are no additional provisions to this contract.

[X]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment D. Attachment D is made a part of this contract.

[ ]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment E. Attachment E is made a part of this contract.

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8.

Information about Contract Administrators.

The following names, titles, addresses, and telephone numbers are the pertinent information for the respective contract administrators for the parties. Contract Administrator for COUNTY:

Contract Administrator for CONTRACTOR: Name: Kathleen P. Nolan

Name: Ray Espinosa Title: Interim County Administrative Officer Title:

Contracts and Grants Officer

Address: 481 Fourth Street

Addre.ss: UC ANR. 2801 Second Street

Hollister. CA 95023

Davis, CA 95618-7774

Telephone No.: 831-636-4000

Telephone No.: 530-750-1305 _ _ __

Fax No.: 831-636-4010

Fax No.: ...... 53=-0=-·..:...75=6=--...;..1..:...14.:..:::8'"-------

SIGNATURES

APPROVED BY COUNTY:

APPROVED BY CONTRACTOR:

Name: Margie Barrios

Name: Wendy Ernst Title: Contracts and Grants Officer

Chair. Board of Supervisors Date: - - - - - - - - - - - - -

Tax l.D. or Social Security No.: 94-6036494

Date: - - - - - - - - - - - --

APPROVED AS TO LEGAL FORM:

Matthew Granger, San Benito County Co1,.1nsel

By: Date:

/n«t1Cow .

8 -lZ- Z..Ol ~

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ATIACHMENT A The Regents of the University of California Scope of Service FY 2015-2016

CONTRACTOR shall provide the following service on behalf of the COUNTY: Administrative services in San Benito County to provide general program assistance. Support shall include answering phones, general office procedures, receiving and processing information, planning, scheduling, creating spreadsheets, compiling and manipulating data, creating and compiling reports and handouts, creating correspondence, formatting newsletters and reports, coordinating work flow, and working with clientele.

END OF ATTACHMENT A.

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ATTACHMENTB Payment S~hedule B-1. BILLING Charges for services rendered pursuant to the terms and conditions of this contract shall be invoiced on the following basis: (check one) One month in arrears. [ ] Upon the complete performance of the services specified in Attachment A. [ ] The basis specified in paragraph B-3. [ X]

B-2. PAYMENT Payment shall be made by COUNTY to CONTRACTOR at the address specified in paragraph 8 of this contract, net thirty (30) days from the invoice date.

B-3. COMPENSATION COUNTY shall pay to CONTRACTOR: (check one)

[ X] a total payment of$ 20,000.00 payable upon execution of contract

l ]

, or

a total sum not to exceed $ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ __,

for services rendered pursuant to the terms and conditions of this contract and pursuant to any special compensation terms specified in this attachment, Attachment B.

B-4. SPECIAL COMPENSATION TERMS: (check one) [ X ] There are no additional terms of compensation.

[ JThe following specific terms of compensation shall apply:

(Specify)

END OF ATTACHMENTB.

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ATrACHMENTC General Terms and Conditions C-1.

INDEMNIFICATION.

CONTRACI'OR and COUNn' each agree to indemnify, defend and save harmless· the other

party and the other party's officers and employees, from and against any and all claims and losses whatsoever arising out of, or in any way related to, the indemnifying party's performance under this conlract, including, but not limited to, claims for property damage, personal injury, death, and any legal expenses (such as atfX>rneys' fees, court costs, investigation costs, and experts' fees) incurred by the indemnitee in connection with such claims or losses. A party's "performance" includes the party's action or inaction and the action or inaction of that party's .officers and employees.

C-2.

GENERAL INSURANCE REQUIREMENTS.

Without limiting CONTRACTOR's duty to indemnify COUNIY, CONTRACI'OR shall comply with the insurance coverage requirements set forth in the contract and in this attachment Those insurance policies mandated by Paragraph C-3 shall satisfy the following requirements:

(a)

F.ach policy shall be issued by a company authoriz.ed by law to transact business in the S~te of California.

(b)

Each policy shall provide that COUNTY shall be given notice in writing at least thirty (30) days in advance of any change, cancellation, or nonrenewal thereof.

(c)

The comprehensive motor vehicle and comprehensive general liability policies shall each provide an endorsement naming the County of San Benito and its officers, agents and employees as additional imureds.

(d)

The required coverage shall be maintained in effect throughout the term of this contract

CONTRACTOR shall require all subcontractors performing work wider this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pwsuant to this

agreement

C-3.

INSURANCE COVERAGE REQUIREMENTS.

If required by paragraph 5 of the contrac~ CON'IRAc:TOR shall maintain the following insurance policies in full force and effect during the term of this contract: (a)

Comprehensive general liability insurance. CONTRACTOR shall maintain comprehensive general liability insurance, covering all of CONfRACIDR1s operations with a combined single limit of not Jess than the amount set out in paragraph 5 of this contract

(b)

Professional liability insurance. CONTRACTOR shall maintain professional liability insurance with liability limits of not less than the amount set out in paragraph 5 of this contract.

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C-4.

(c)

Comprehensive motor vehicle liability insurance. CONTRACI'OR shall maintain comprehensive motor vehicle insurance covering all motor vehicles (including owned, non-owned and hired} used in providing services under this contra.et. with a combined single limit of not less than the amowit set out in Paragraph 5 of this contract

(d)

Workers' compensation insurance. CONTRACTOR, shall maintain a worker,;' compensation ptari covering all of its employees as required by California Labor Code Section 3700, either through workers' compensation insurance issued by an inSurance company or through a plan of seH-insurance certified by the State Director of Indusbial Relations. If CONTRACI'OR elects to be self-lllsured.. the certificate of insurance otherwise required by this conttact shall be replaced with a consent to self-insure issued by the State Director of Industrial Relations.

CERTIFICATE OF INSURANCE.

Prior to the commencement of performance of services by CONTRACTOR and prior to any obligations of COUN'IY, CONTRACTOR shall file certificates of insurance with COUNTY, showing that CONTRACTOR has in effect the insurance required by this contract. CONTRACTOR shall file a new or amended certificate promptly after any change is made in any insurance policy which would alter the information on the certificate then on file. Jn lieu of providing proof of insurance, CONTRACTOR may provide proof of self-insurance meeting requirements equivalent to those imposed herein. CONTRACTOR warrants that CONI'RACTOR's self-insurance provides substantially the same protection to COUNIY as the insurance required herein. CONTRACTOR further agrees to notify COUNTY in the event any change in self-insurance occurs that would alter the obligations undertaken in this contract within thirty (30) days of such change.

C-5.

RECORDS TO BE MA.INTAINED.

CONTRACTOR shall keep and maintain accurate records of all costs incurred and all time expended for work under this contract CONTRACTOR shall contractually require that all of CONTRACTOR's subrontractois performing work called for under this contract also keep and maintain such records. All such records, whether kept by CONTRACTOR or any subcontractor, shall be made available to COUNTY or its authorized repreSen.tafive, or officials of the State of California for review or audit during normal business hours, upon reasonable advance notice given by COUNTY, its authorized representative, or officials of the State of California.

C-6.

RETENTION OF RECORDS.

CONTRACTOR shall maintain and preserve all records related .tt> this contract for a period of three years from the close of the fiscal year in which final payment under this contract is made. CONTRACTOR shall also contractually require the maintenance of such records in the possession of any third party performing work related to this contract for the same period ·of time. Such records shall be retained beyond the three-year period, if any audit involving such records is then pending, witil the audit findings are resolved. The obligation to insure the ina.intenance of the records beyond the initial three year period shall arise only if the COUNTY notifies CONTRACI'OR of the commencement of an audit prior to the expitation of the three year period.

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C-7.

TITLE TO DOCUMENTS; COPYRIGIIT.

All reports and other materiaJs collected or produced by the CONTRACTOR or any subcontractor of CONTRACTOR shall, after completion and acceptance of the contract, become the property of COUNTY, and shall not be subject to any copyright claimed by the CONTRACTOR, subcontractor, or their agents or employees. CONTRACTOR may retain copies of all such materials exclusively for administrative purposes. Any use of completed or uncompleted documents for other projects by CONTRACTOR, any subcontractor, or any of their agents or employees, without the prior written consent of COUNTY is prohibited.

C-8.

INDEPENDENT CONTRACTOR.

CONTRACTOR and its officers and employees, in the performance of this contract;. are independent contractors in relation to COUNTY and not officers or employees of COUNTY. Nothing in this contract shall create any of the rights, powers, privileges or immunities 9f any officer or employee of COUNTY. CONTRACTOR shall be solely liable for all applicable taxes or benefits, including, but not limited to, federal and state income taxes, Social Security taxes, or ERISA retirement benefits, which taxes or benefits arise out of the performance of this conlract. CONTRACTOR further represents to COUNTY that CONTRACTOR has no expectation of receiving any benefits incidental to employment.

C-9.

CONFLICT OF INTEREST.

CONTRACfOR covenants that it presently has no interest and shall not acquire any interest. direct or in~ financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONTRACTOR further covenants that, in the performance of this contract, no subconll'actor or person having such an interest shall be used or

employed.

C-10. COMPLIANCE WITH APPLICABLE LAWS. CONI'RACTOR shall comply with all applicable federal, state and local laws now, or hereafter, in force, and with any applicable regulations, in performing the work and providing the services specified in this contract. This obligation includes, without limitation, the acquisition. and

maintenance of any permits, licenses, or other entitlements necessary to perform the duties imposed expressly or impliedly wider this contract.

C-11. NONDISCRIMINATION. CONTRACTOR shall not discriminate in the employment of persons necessary to perform this contract on an}' legally impermissible basis, including on the basis of the race, color, national origin, ancestiy, religion. age, sex, or disability of such person.

C-12. BANKRUPTCY. CONTRACTOR shall immediately notify COUNTY in the event that CONTRACTOR ceases conducting busineSs in the normal manner, becomes insolvent, makes a general a!Wgnment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails il5elf of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection of the rights of creditors.

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C-13. PROlilBmON AGAINST ASSIGNMENT AND DELEGATION OF DUI'IES. Except as specificaily authorized herein, no rights under this contract may be assigned and no duties under this contract may be delegated by CONTRACTOR without the prior written c:onsent of COUNTY, and any attempted assignment or deJegation without such consent shaJl be void.

C-14. NEGOTIATED CONTRACT. This contract has been arrived at through negotiation between the parties. Neither party is to be deemed the party which prepared this contract within the meaning of California Civil Code Section 1654.

C-1 5. SEVERABILITY. Should any provision herein be found or deemed to be invalid, this contnct shall be construed as not conlaining such provision, and all other provisions which are otherwise lawful shall remain in full force and effect. To this end, the provisions of this contract are declared to be severable.

C-16. ENTIRE CONTRACT. This contract is the entire agreement of the parties. There are no understandings or agreements pertaining to this contract except as are expressly stated in writing in this contract or in any document attached hereto or incorporated herein by reference.

C-17. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract

C-18. TERMINATION. Either parfy may terminate this contract. with or without cause, at any time. In order to terminate this contract the terminating party shall give advance written notice to the other party. The termination shall be effective no earlier than the expiration of the number of days specified in paragraph 6 of this contract. The termination notice shall be made as specified in paragraph C~19, below. In the event of termination, COUNTY shall pay CONTRACTOR for all work satisfactorily performed prior to the effective date of the termination.

C-19. NOTICES. Notices to the parties in comection with the administration of this contract shall be given to the ·parties' contract administrator personally, by regular mail. or by facsimile transmission as more particularly specified in this paragraph. Notices will be deemed given on: (a)

The day the notice is personally delivered to the contract administrator or the office of the party's contract administrator; or

(b)

Five days after the date the notice is deposited in the United States mail, addressed to a parfy's contract administrator as indicated in this contract, with first-class postage fully prepaid; or

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(c)

C~20.

On the day that the notice is transmitted by facsintile to a party's facsimile number specified in paragraph 8 of this contract provided that an original of such notice is deposited in the United States mail, addressed to a party's contract adntinistrator as indicated in lhis contact, on the same day as the facsimile transmission is made.

RESPONSIBILITY OF CONTRACT ADMINISTRATORS.

All matters concerning this contract which are within the responsibility of the parties shall be under the direction of, or shall be submitted to, the respective contract adminisll'ators or to the party's employee specified, in writing, by the contract administrator. A party may, in its sole discretion, change its designation of its contract administrator and shall promptly give written notice to the other party of any such change.

C-21. MATERIALITY. The parties consider each and every term, covenant, and provision of this contract to be material and reasonable.

C-22. WAIVER. Waiver by either party of a breach of any covenant of this contract will not be consb:ued to be a continuing waiver of any subsequent breach. COUNfY's receipt of consideration with knowledge of CONTRACTOR's violation of a covenant does not waive its right to enforce any covenant of this contract The parties shall not waive any provisions of this contract unless the waiver is in writing and signed by all parties.

C-23. AunIORITY AND CAPA CITY. CONTRACTOR and CONTRACTOR's signatory each warrant and represent that each has full autitority and capacity to enter into this contract

C-24. BINDING ON SUCCESSORS. All of the conditions, covenants and terms herein contained shall apply to, and bind, the heirs, successors, executors, administrators and assigns of CONTRACTOR. CONTRACfOR and all of CONTRACTOR's heirs, successoIS, executors, administrators, and assigns shall be jointly and severally liable under this contract.

C-25. CUMULATION OF REMEDIES. All of the various rights, options, elections, powers and remedies of the parties shall be construed as cumulative, and no one of them exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of any condition, covenant or term by the other party. The exercise of any single right, option, election, power or remedy shall not. in any way, impair any other right, option, election, power or remedy until all duties and obligations imposed shall have been fully performed.

C-26.

INDEPENDENT ADVICE.

Each party hereby represents and warrants that in executing this contract it does so with full knowledge of the rights and duties it may have with respect to the other. Each party also

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represents and warrants that it has received independent legal advice from its attorney with respect to the matters set forth in this contract and the rights and duties arising out of this contract, or that such party willingly foregoes any such consultation.

C-27. NO RELIANCE ON REPRESENfATIONS. Each party hereby represents and warrants that it is not relying, and has. not relied, upon any representation or starement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant,. or believed to be relevant to this contract may hereunder tum out to be other than, or different from the facts now known to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts tnrning out to be different and agree that this contract shall be effective in all respects and shall not be subject to rescission by reason of any such difference in facts.

C-28.

REDUCflON OF CONSIDERATION.

CONfRACfOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNTY by CONTRACTOR as a result of any obligation arising pJ,"ior to, or after, the execution of this contract. For purposes of this paragraph, obligations arising prior to, or after, the execution of this contract may include, without limitation, any property tax, secured or unsecured, which tax is in arrears. If COUNIY exercises the right to reduce the consideration specified in Attachment B, COUNTY, at the time of ma1cing a reduced payment, shall give CONTRACTOR notice of Ille amount of any off-set and the reason

for the reduction.

C-29.

COUNTERPARTS.

This contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original. The counterparts shall together constiture one contract.

END OF ATTACHMENT C.

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ATTACHMENT D.

C-1, C-7, C-9, and C-18 of Attachment C, are hereby deleted and replaced in their entirety with the following language:

C-1.

INDEMNIFICATION.

The Parties agree to defend, indemnify and hold one another, their officers, employees and agents harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the indemnifying Party.

C-7.

TITLE TO DOCUMENTS; COPYRIGHT.

All rights in copyright works created by the University, its officers, agents, and employees in the performance of work under this agreement are the property of the University. To the extent that the University has the legal right to do so, University shall grant the County a royalty-free, non-exclusive, nontransferable, irrevocable license to reproduce, prepare derivative works, and distribute copies of the Deliverables for governmental and non-commercial purposes.

C-9. CONFLICT OF INTEREST. CONTRACTOR covenants that, to the best of our knowledge, that is presently has no interest and shall not acquire and interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder.

C-18. TERMINATION. Either Party may terminate this Agreement with thirty (30) days prior written notice. Upon such notification, the Parties shall communicate with each other and make reasonable efforts to remedy any situation which otherwise would cause termination. Upon such notification, University shall use its reasonable efforts to limit any outstanding financial commitments. County shall reimburse University for all allowable costs incurred by it for the Project, including uncancellable obligations. If no remedy is realized, University shall, within ninety (90) days after the termination date, submit a report of all expenditures incurred and of all payments received hereunder. University shall reimburse County for funds advanced in excess of total costs incurred. In no event shall County's cumulative payments exceed the total allowable costs amount identified in Paragraph 3 ("Compensation for Services") and Attachment "B".

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Agenda "Tirre Estirrates: Minutes or0::onsent

A GEN.DA ITEM TRANSMITTAL TO: Board of Supervisors

CONTACT FOR INFORMATION: Name: Barbara Thompson Phone No: 831-636-4040

'Jlatthew W. Granger, County Counsel MEETING DATE:

' /l, ,/.l/:,·. . ·..·.:. ·' . ·:· 'i!~Mil:~~~ #~::)~iii•~··· ....

·-

FROM:

· • t::eaveBla.11k:•::c•·•><: ·

•.

···:··.<<<: ·.:-' ''··· .·...... :·..:·· · .. :. NUMBER OF CERTIFIEDCOPIE! REQUIRED:

(1) SUBJECT:

August 18, 2015

Approve of Legal Services Agreement with Cota Cole LLP

(2) BACKGROUND INFORMATION (If not surmerized within this space provide a staff report instead, noting attachment):

The proposed legal services agreement with Cota Cole LLP authorizes Cota Cole LLP to represent the County in the matter Award Homes, lncv. County ofSan Benito, City ofHollister, et. al., Superior Court of California, County of San Benito, Case No. CU-15-00099. Derek Cole, a partner in the firm, will be the primary attorney assigned to the representation. Cota Cole has represented the County in several matters, and is currently representing the County in a related action: BMC Promise Way, LLC, dba Benchmark Communities v. County ofSan Benito, City ofHollister, Superior Court of California, County of San Benito, Case No. CU-15-00056

(3) 01HER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM:

Iii 0

(5) PREVIOUS RELEVANT BOARD ACTIONS ON

0 Resolution 0 Other:

Contract Ordinance

(6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST:

$ 77,500 (10) WILL PROPOSALREQUIREADDmONALPERSONNEL?

UYES

l:lI NO

nus SPECIFIC ITEM:

(8) ANNUAL OR PROJECT COST:$

If YES, STATE NUMBER: Perrranent

&BUDGETED: YES 0 NO

Umted Term

(11) RECOMMENDEDACTION(S):

It is recommended that the Board of Supervisors: 1. Approve Legal Services Agreement with Cota Cole LLP, for work in the defense of Award Homes, Inc v. County of

San Benito, City ofHollister, et. al., Superior Court of California, County of San Benito, Case No. CU-15-00099.

~I 1 ..

(\.A

fi

~~·-}''•rm--~

B/s-[J_~

DATE 1 ~

SIGNATuRE OF AGENCY OR DEPARTMErJ!T AUTHORIZED REPRESENTATIVE

CLERK'S USE ONLY

0 0 0

APPROVED ACKNOWLEDGED SET PUBLIC HEARING

0 0 0

DENIED ACCEPTED APPOINTED

0 0 0

ADOPTED RESOLUTION NO. ORDINANCENO.

0 CONTINUEDlO ---- 0 0 OTHER NO ACTIO_.N_T._'A_KEN _ _ _ _ _ _ _ _ __

BY: DeputyClerkofthe Board

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AlDITOR - COUN1Y COUNSEL

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:.

C 0 NT RA C ·T The COUNTY OF SAN BENITO ("COUNTY") and. Cota Cole LLP ("CONTRACTOR"} enter into this contract which shall be effective on the date stated In Paragraph L

1.

Duration of Contract. This contract shall commence on August 18, 201 5 unless sooner terminated as specified herein.

2.

, and end on _.J:;.,;:u::.;.n....,e,_____....3...,.0...,,_......,....2..... 0_.,1..... 7,

Scope of Services. CONTRACTOR, for COUNTY's benefit shall perform the services specified on Attachment A to this contract. Attachment A is made a part of this contract. Compensation for Seryi~es.

3.

In consideration for CONTRACTOR's performance, COUNTY shall pay compensation to CONTRACTOR according to the terms specified in Attachment 8. Attachment 8 is made a part of this contract.

4.

General Terms and Conditions.

The rights and duties of the parties to this contract are governed by the general terms and conditions mutually agreed to and listed in Attachment C. Attachment C is made a part of this contract. 5.

Insurance Limits .

CONTRACTOR shall maintain the following insurance policy limits of coverage consistent with the further insurance requirements specified in Attachment C. (a)

(b) (c)

6.

Comprehensive general liability insurance: .!1..=·0_...0=0....rO=-.=0=0--~----------Professional liability insurance:...,.1,,,..Q'""O....O~..... o.o..,.o . . __- - - -........=--=--~-----Comprehensive motor vehicle liability insurance: ~$~1-.0~0~Q~i0...0 ...0....__ _ _ _= = = - -

Termination. The number of days of advance written notice required for termination of this contract is 0-. TerminEi.tidn ·of this contract shall be. goY~tned by the. 1eon1r :s~t fdrth in Attachment. uo~·. . . . . . · · · · · ·

7.

Specific Terms and Conditions

(check one)

[ ]

There are no additional provisions to this contract.

[X]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment D. Attachment D is made a part of this contract. To the extent that Attachment "D" conflicts with any other provision in this contract, Attachment "D" shall prevail.

[ 1

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment E. Attachment E is made a part of this contract.

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Information ab9ut Contract Administrators.

8.

The following names, titles, addresses, and telephone numbers are the pertinent information for the respective contract administrators for the parties. Contract Administrator for COUNTY:.

Contract Administrator for CONTRACTOR:

Name : Barbara ·Thompsorl

Name: Derek Cole

Title:. Assistant

...._..........._,.,,_,......,.....~~~~~~~

Title: Partner

Cour.J!Y._C.,...o=u=n=s=e~I_ __

Address: 481 Fourth St., 2"d Floor

Address: 2261 Lava Ridge Court Roseville. CA 95661

Hollister, Californja 9 5023

Telephone No .: 831 -636-4040

Telephone No .: 916-780-9009

Fax No.: 831-636-4044

Fax No.: 916-780-9050

SIGNATURES APPROVED BY COUNTY:

Name: Margie Barrios . Chair, San Benito County Board of Supervisors

Title: Partner Tax l.D

APPROVED AS TO LEGAL FORM:

}1;t:;'~GJIJ:;.;.se~ounty

Counsel

~~~ . By: Barbara Thompson, Assistant Countv Cou.nsel

Date:

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ATTACHMENTA Scope of Services All legal representation necessary for the Co\lnty' s defense in the matter Award Homes, Inc v. County of San Benito, City ofHollister, et. al., Superior Court of California, County of San Benito, Case No. CU15-00099

END OF ATTACHMENT A.

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ATTACHMENTB Payment Schedule B-1 . .BILLING Charges for services rendered pursuant to the terms and conditions of this contract shall be invoiced on the following basis: (check one) One month in arrears. [ ] [ ] Upon the complete performance of the services specified .i n Attachment A. [X] The basis specified in paragraph B-4.

B-2 PAYMENT Payment shall be made by COUNTY to CONTRACTOR at the address specified in paragraph 8 of this contract, net thirty (30) ·days from the invoice date.

B-3. COMPENSATION COUNTY shall pay to CONTRACTOR: (check one)

[ J a total lump sum payment of$-------------~_..,._

__,.· or

[X] a total sum not to exceed $_$,',t...7'J.;!.J..5Q~ · ·~o~.-~----,..---...,. for services rendered pursuant to the terms and conditions of this contract and pursuant to any special compensation terms specified in this attachment, Attachment B.

B-4. SPECIAL COMPENSATION TERMS: (check one)

[ J There are no additional terms of compensation. [X] The following specific terms of compensation shall apply: (Specify)

Payments shall be made based on hourly rates set forth in Attachment "D,

END OF ATTACHMENT B.

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ATTACHMENTC General Terms and Conditions C-1.

INDEMNIFICATION,

CONTRACTOR arid COUNTY each agree to indemnify, defend and save harmless the other party and the other party's officers and employees, from and against any and all claims and losses whatsoever arising out of, or in any way related to, the indetririifying party's performance under this contract, including, but itot limited to, claims fo~ property damage, personal injury, death, and any legal expense5 (such as attorneys' fees, court costs, investigation costs, and experls' fees) ixlcurred by the indenutitee in c0IU1ection with such claims or losses. A partjr's "performarn:e"' includes the party's action or inaction and the action or inaction of that party's officers and employees.

C-2.

GENERAL INSUR.A.VCE REQUIREMENTS.

Without limiting CONTRACTOR's duty to indemnify COUNTY, CONTRACTOR shall comply with the insurance coverage requirementS set forth in the contract and in this attachment. Those insurance policies mandated by Paragraph C-3 shall satisfy the following requirements: (a)

Each policy shall be issued by a company authorized by law to transact business in the State of California.

(b)

Each policy shall provide that COUNfY shall be given notice in writing at least lliirty (30) days in advance of any change, cancellation, or nonrenewal thereof,

(c)

The comprehensive motor vehicle and comprehensive general liability policies shall each provide an endorsement naming the County of San Benit:o and its officers, agents and employees as ildditional insureds.

(d)

The required coverage shall be maintained in effect throughout the term of this cort tract

CONI'RACI'OR shall .require all subcontractors performing work under this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pursuant to this agreement.

C-3.

INSURA..1'1CE COVERAGE REQUIREMENTS.

If required by paragraph 5 of the contract, CONI'RACTOR shall maintain the following insurance policies in full force and effect during the term of this contract:

(a)

Comprehensive general liability insurance. CONTRACTOR shall maintain comprehensive general liability insUrance, covering all of CONTRACTOR's operations with a combined single liinit of not less than the amount set out in paragraph 5 of this contract

(b)

Professional liability insurance. CONTRACTOR shall maintain professional liability insurance with liability limits of not less than the amount set out in paragraph 5 of this contract.

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C-4.

(c)

Comprehensive motor vehicle liability insurance. CONTRACTOR shall maintain comprehensive motor vehicle· insurance covering .all motor vehicles (including owned, non-owned and hired) used in providing services under this contract, with a combined single limit of not less tiian the amount set out in Paragr~ph 5 of this contract.

(d)

Wor.kers' compensation insurance. CONTRACTOR shall maintain a workers' compensation plan covering all of its employees as required by California Labor COde SectiOn 3700, either through worker$' compensation insurance issued by an insurance company or through a plan of self-.inswance certified by the State Director of Industrial Relations. If CONI'RACTOR eJect; to be self-insured, the certificate of insurance otherwise required by this contract shall be replaced with a consent to self-insure issued by the State Director of Industrial Relations.

CERTIFICATE OF INSURANCE.

Prior to the commencement of performance of services by CONTRACTOR and prior lo any obligations of COUN1Y, CON'IRACTOR shall file certificates of insurance with COUNTY, showing that CONTRACTOR has in effect the insurance required by this contract. CONTRACTOR shall file a new or a.mended certificate promptly after any change is made in any insurance policy which would airer th.e infcirmation on the certificate then Of\ file. Jn lieu of providing proof of insurance, CONTRACTOR may provide proof of self-insurance meeting requirement!! equivalent to those imposed herein. CONTRACTOR warrants that CONTRACTOR's self-insurance provides substantially the same protection to COUNTY as the insurance required herein. CONTRACTOR further agrees to notify COtlNrY in the event any change in self-insurance occurs that would alter the obligations undertaken in this contract within thirty (30) days of such change.

C-5.

RECORDS TO BE MAINTAINED.

CONTR...o\CTOR shall keep and maintain accurate records of all costs incurred an.d all time expended for work under this contract. CONTRACTOR shall contractually require that all of CONTRACTOR's subcontractors performing work called for under this contract also keep and maintain such records. All $UCh records, whether kept by CONTRACTOR or any subconlractor, shall be made available to COUNTY or its authorized representative, oc officials of the State of California for review or audit during normal business hours, upon reasonable advance notice given by COUNI'Y, its authorized represent.ative, or officials of the State of California. C~;

RETENTION OF RECORDS.

CONTRACTOR shall maintain and preserve all records.related to this contract for a period of three years from the dose of the fiscal ye.a r iit which final payment under this co11tr0tct is made. CONTRACTOR shall also contrachl0tily require the maintenance of suc:h recordS in the possession of arty third party ~rforming work related to this contract for the same period of time. Such records shall be retained beyond the three-year period, if any audit involving such records is then pending, until the audit findings are resofved. The obligation to msure the maintenance of the records beyond the initial three year period shall arise ooly if the COUNTY riotifies CONTRACTOR of the commencement of an audit prior to the expiratfon of the three year period.

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C-7.

TITLE TO DOCUMENTS; COPYRIGIIT.

All reports and other materials collected or produced by the CONTRACTOR or any subcontractor of CONI'RACTOR shall, ~r completion and acceptance of the· contract, become the property of COUNTY, and shall not be subject to any copyright claimed by the CONTRACTOR, subcontractor, or their agents or employees. CONTRACTOR may retain copies of all such materials exclusively for administrative purposes. Any use of completed or uncompleted documents for other projects by CONTRACTOR, any subcontractor, or any of their agents or employees, without the prior written consent of COUNTY is prohi bited.

INDEPfil'llTIENT CONTRACTOR.

C-8.

CONTRACTOR and its offiters and employees, in the performance of this contract, are independent contractors in relation to COUN1Y and not officers or employees of COUNTY. Nothing in this contract shall create any of the rights, powers, privileges or immunities of any officer or employee of COUNrY. CONTRACTOR shall be solely liable for all applicable taxes or benefits, including, but not limited to, federal and state income truces, Social Security taxes, or ERISA retirement benefits, which taxes or benefits arise out of the performance of this contract. CONTRACTOR further represents to COUNTY that CONTRACTOR has no expec.tation of receiving any benefits incidental to employment,

C-9.

CONFLICT OF INTEREST.

CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would. conflict .in any manner or degree with the performance of the services hereunder. CONTRACTOR further covenants that, in the performance of this contract, no subcontractor or person having such an in~est shall be \JSed or employed.

C-10. COMPLIAl'lCE WITH APPLICABLE LAWS. CONTRACTOR shall comply with all applicable federal, state and local law.s now, or hereafter, in force, and ·with any applic.tble regulations, in performing the work and provid.ing the services specified in this contract This obligation includes, without limitation, the acquisition, and maintenance of any perm.its, licenses, or other entitlements necessary to perform the duties imposed expressly or impliedly under this contract.

C-11. NONDISCRIMINATION. CONTRACTOR shall not discriminate in the employment of persons necessary to perform this contract on any legally impermissible basis, including on the basis of the race, colof, national ·· origin, ancestry, religion, age, se", ot disability of such person.

C-12 BANKRUPTCY. CONTRACTOR shall immediately notify .COUNTY in the event that CONTRACTOR ceases conducting business in the normal manner, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its i;usiness or assets, or avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection of the rights of creditors.

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C-13. PROHIBIDON AGAINST ASSIGNMENT AND DELEGATION OF DUTIES. .

.

E.'
C-14. NEGOTIATED CONTRACT. This contract has been 1U'rived at through negotiation between the parties. Neither party is to be deemed the party which pTepared this contract within the meaning of California · Civil Code Section 1654. . ·

C-1 5. SEVERABILITY. Should any provision herein be found or deemed_to be invalid, this contract shall be construed as not containing such provision, and all other provisions which are otherwise ·lawful shall remain in full force and effect To this end, the provisions of this conb'act are declared to be severable.

C-16. ENTIRE CONTRACT. Titis contract is the entire agreement of the parties. There are no understandings or agreements pertaining to this conll'act except as are expressly stated in writing m this contract or in any document attached hereto or incorporated herein by reference.

C-17. TIME IS OF THE ESSENCE. Time is of the essence in the performance of th.is contract

C-18. TERMINATION. Either party may te.nninate this contract, with or without cause, at any time. f.:n order to terminate this contract. the terminating party shall give advance Written notice to the other party. The termination shall be effec.tive no earlier than the expiration of number of days specified in paragraph 6 of this contract. The termination notice shall be made as specified in paragraph C-19, below. In the event of termiriation, COUNTY shall pay CONTRACTOR for all work satisfactorily performed prior to the effective date of the termination.

the

C-19. NOTICES. Notices. to the parties in cormection with the admiilistration of this contrjlct shall be given to the parties' contract adminiStrator personally, by regular mail, or by facsimile transmission as more particularly specified in this paragraph. Notices will be deemed given on: (a)

The day the notice is personally delivered to the contract administrator or the office of the party's contract administrator; or

(b)

Five days after the date · the notice is deposited in the United States mail, to a party's cc:inll'act administrator as indicated in thiS contract, with first-class pos_tage fully prepaid; or addr~d

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(c}

On the day that the notice is transmitted by facsimile to a party's facsimile number specified in paragraph 8 of this contract, provided that an original of such notice is deposited in the United States maiL addressed to a party's contract adminislrator as indicated in this contact, on the same day as the ·facsimile transmission is inade.

C-20. RESPONSIBILITY OF CONTRACT ADMINISTRATORS. All matters concerning this contract whjch are within U1e responsibility of the parties shall ~ under the direction of, or shall be submitted to, tile respective contract administrators or to the party's employee specified, in writing, by the conttact administrator. A party may, fu its sole discretion, change its designation of it:s contract administrator and shall promptly give written notice to the other party of any such change.

C-21. MATERIALITY. The parties col'.sider each and every term, covenant, and provision of this contract to be material and reasonable. C~22.

WAIVER.

Waiver by clfMi.fiii'J'ti of.a, ~attvof '!lriy:a>v._~,~to:f:t!Us c9ntraci: will not. ht. ~tme~toJ>e' continuing \~iy$U' of •1'Y ,s.~}Js~~cmt bteadl. COJ..JNrY.fs. re<;¢ipf of g>~~~ ·wilh knowledge of CON'rRACI'OR'.s ~{oJation (;!:a to~~ ~ not. ~~e its tjght tn '.UC>M! ·any covenant of cc:ontrad.: pa~ :SlWJ not wa.ive·any pro~:(){ thiS.. .uiiress :~ waiver is in writing and signed oy all parties.

ihlS:

C-23.



corurad

AUTHORITY AND CAPACITY.

CONTRACTOR and CONTRACTOR's signatory each warrant and represent that each has full authority and capacity to en~ into this contract.

.C-24. BINDING ON SUCCESSORS. All of the conditions, covenants and terms herein contained shall apply to, and bind, the heirs, successors, executors, admir.istrators and ~igns of COJ\TTRACTOR. CONTRACTOR and all ~f CON1'RACTOR's heirs, successors, execUtors, administrators, and assigns shall be jointly and severally liable tmder this contract.

C-25.

CUMULATION OF REMEDIES.

All of the various rights, options, elections1 powers and remedies of the parties shall be COll.$frued as cumulative, and no one of tt1em exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of anY condition, :( 9veoa:nt «)r te?,(11 :I& ·the o~ patty~ The exercise of any single right,. option, election, power or t~y $11.•~l,no\ :~ IUlY way, :impair atry other right, option, election, power or remedy until all ~Iii<:$ 'a,td obligatio.Ni. hn~.sbal,f ha~¢. been fully performed

C-26.

INDEPENDENT ADVICE.

Each party .hereby represents and warrants that in exec;uting this contract it does so with full knowledge of the rights and duties it may have with respect to the other. Each paro/ also

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represents and warrants that it has received independent legal advice from its attorney with respect to the matters set forth in this contract and the rights and du ties arising out of this con!Jact, or that such party willingly foregoes any such consultation.

C-1:7. NO RELIANCE ON REPRESENTATIONS. Each party hereby represents and wa.rrahts that it is not relying, and has not relied, upon any representation or statement made by the other party with respect to the facts involved or its right:S or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to· this contract may hereunder tum out to be other than, or different from the facts now knOlVll to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts turning out bl be different agree that this contract shall be effective in "JI respects and shall not be subject to rescission by reason of any such difference in facts.

and

C-28.

REDUCTION OF CONSIDERATION.

CONTRACTOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNI'Y by CONTRACTOR as a result of any obligation arising prior to, or after, the execution of this contract. For purposes of .this paragraph, obligaf:ioru; arising prior to, or after, the execution of this contract may include, without

limitation, any property tax, mred or unsecrired, which tax is in arrears. If CDUNTY e.'
C·29. COUNTERPARTS. This contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original The cotinterparts shall together constitute one contract.

END OF AITACHMENT C.

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ATTACHMENT "D"

Engagement Letter

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Cota 0 ColeLLP ATTORNEYS

Demus M. Cota Derek P. Cole Scott E. Huber Daniel S, Roberts

William R Galstan

Sean D: tie Burgh David.G. Ritclti.e Shilpa M. Girimaji

Carol.fnJ. Frahk Laura L; Crane Daniel A. King Karen A. Feld

Elizabeth t. Martyn

REPLY TO:

Derek P. Cole [email protected]

0 D

RQSEVIILE

D

MONTEREY

Ollo'TARIO

August 7, 2015

Matthew W. Granger County Counsel County of San Benito 481 4th Street, 2nd Floor Hollister, CA 95023-3840 Barbara Thompson Assistant County Counsel County of San Benito 481 4th Street, 2nd Floor Hollister, CA 95023-3840

Re:

Engagement of Cota Cole LLP

Dear Mr. Granger and Ms. Thompson: ABOUT OUR REPRESENTATION Cota Cole LLP is pleased to represent you in the matter of Award Homes, Inc. v. County of San Benito, et al., San Benito Superior Court Case No. CU-15-00099. This letter constitutes our agreement setting forth the terms. of our representation. CONFIDENTIALITY AND ABSENCE OF CONFLICTS

An attorney-client relationship requires mutual trust between the client and the attorney~ It is Wlderstood that communications exclusively between counsel and the client are confidential and protected by the attorney-client privilege. To also assure mutuality of trust, we have maintained a conflict of interest index. The California Rules of Professional Conduct defines whether a past or present relationship with any party prevents us from representing you. Similarly, your names will be included in our list of clierits to ensure we comply with the Rules of Professional Conduct

{DP{;/00038529: }, 2261 LAVA RlDGECOUIIT ROSEVIT.LE, CA 95661

3401 OlNTRELAl
19 UPPER RAGSDALE ORNE, SUITE 200 MONTEREY, CA 93940

TEL 916-780-9009

TEL 909-230-4:2()9

TEL831-275-1870

FAX 916-780-9050

FAX 909-937-2034

FAX 916-780-9050

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Matthew W. Granger Barbara·Thompson August 7, 2015 Page2 We have checked the following names against our client index: Cotinty of San Benito; City of Hollister; Award Homes, Inc. Based on that check, we can represent your interests in the above-described transaction. Please review the list to see if any other persons or entities should be included. If you -do not tell us to the contrary, we will assume that this list is complete and accurate; We request that you update this list for us ifthere are any changes in the future. YOUR OBLIGATIONS ABOUT FEES AND BILLINGS Our current billing rate is $220 per hour, and paralegals are billed at $120 per hour. We will bill you monthly for all services provided.

The memorandum attached to thi$ letter describes the other aspects of our firm's billing policies. You should consider this memorandum part of this 1;1greement as it binds both of us. For that reason, you should read it carefully.

FIRM STATUS Cota Cole LLP is a partnership. Dennis M. Cota is the Managing Partner, and Derek P. Cole, Scott E. Huber, Daniel S. Roberts, Carolyn J. Frank, Laura L. Crane, Daniel A. King, Karen A. Feld, and Elizabeth L. Martyn are Partners. William R. Galstan, Sean D. De Burgh, David G. Ritchie, and Barbara Keogh are employees of the firm. INSURANCE We understand that you are not now insured or have any insurance that may cover potential liability or attorneys' fees in this case. If you think you may have such insurance, please notify me immediately. We are also pleased to let you know that Cota Cole LLP carries errors and omissions insurance with Lloyds of London. After a standard deductible, this insurance provides coverage beyond what is required by the State of California. NEW MATTERS

are

When we engaged by a new client on a particular matter, we are often later asked to work on additional matters. You should know that such new matters will be the subject of a new signed supplement to this agreement. Similarly, this agreement does not cover and is not a commitment by either of us that we will undertake any appeals or collection procedures. Any such future work would also have to be agreed upon in a signed supplement. CIVILITY IN LITIGATION In litigation, courtesy is customarily honored with opposing counsel, such as extensions to file pleadings or responses to other deadlines. In our experience, the reciprocal extension of such courtesies saves.our clients time and money. By signing this letter, you will be corifinning your approval of this practic_e in your case.

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Matthew W. Granger Barbara Thompson August 7, 2015 Page 3 HOW THIS AGREEMENT MAY BE TERMINATED You, of course, have the right to end our services at any time. If you do so, you will be responsible for the payment of fees and costs accrued but not yet paid, plus reasonable fees and costs in transferring the case to you or your new counsel. By the same token, we reserve the right to terminate our services to you upon written notice, order of the court, or in accordance with our attached memorandum. This could happen if you fail to pay our fees and costs as agreed, fail to cooperate with us in this matter, or if we determine we cannot continue to represent you for ethical or practical concerns. CLIENT FILE If you do not request the return of your file, we will retain your file for five years. After five years, we may have your file destroyed. If you would like your file maintained for more than five years or returned, you must make separate arrangements with us. THANK YOU We are pleased that you have selected Cota Cole LLP to represent you and appreciate the opportunity to assist in resolving this matter. If you have any questions at any time about our services or billings, please do not hesitate to call me.

If this letter meets with your approval, please sign and date it, and return the original to us. Unless you sign, date, and return the original, we will not represent the County in this capacity, and we will assume that the County has made other arrangements for legal representation. We have enclosed a

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sep~.e.·.:si . e.d.·:py of this letter for your records.

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.

.

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·..~.Cole . . . .··

ACOLELLP

DPC/

En,closures AGREED AND ACCEPTED:

{DPC/00038521,J, }

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COTA COLE LLP - BILLING POLICIES Our two decades of experience has shown that the attorney-client relationship works best when there is mutual understanding about fees, expenses, billing, and payment terms. Therefore, this statement is intended to explain, our billing policies and procedures. Clients are encouraged to discuss with us any questions they have about these policies and procedures. Clients may direct specific questions about a bill to the attorney with whom the client works. Any specific billing arrangements different from those set forth below will be confirmed in a separate written agreement between the ·client and the firm.

Limited Liability Partnership Dennis M. Cota is the Cota Cole LLP is a Limited Liability Partnership. Managing Partner, Derek P. Cole, Scott E. Huber, Daniel S. Roberts, Carolyn J. Frank, Laura L. Crane, Daniel A. King, Karen A. Feld, and Barbara A. Keough are Partners. William R. Galstan, Sean D. De Burgh, and David G. Ritchie are attorneys employed by the firm. Fees for Professional Services Unless a flat fee is set forth in our engagement letter with a client, our fees for the legal work we will undertake will be based, in substantial part, on time spent by personnel in our office on that client's behalf. In special circumstances which will be discussed with the client and agreed upon in writing, fees will be based upon the novelty or difficulty of the matter or the time or other special limitations imposed by the client. Hourly rates are set to reflect the skill and experience of the attorney or other legal personnel rendering services on the client's behalf. Time is accrued on an incremental basis for such matters as telephone calls (minimum .3 hour) and· letters (minimum .5 hour), and on an actual basis for all other work. Our rates for services are set forth in the retainer letter that accompanies these policies, but are customarily billed at rates from $250 to $400 per hour, and our administrative assistants, research assistants, paralegals and law clerks are billed at the rate of $150 per hour. These hourly rates are reviewed annually to accommodate rising firm costs and to reflect changes in attorney status as lawyers attain new levels oflegal experience. Any increases resulting from such reviews will be instituted automatically and will apply to each affected client, after advance notice. Fees for Other Services. Costs and Expenses We attempt to serve all our clients with .t he most effective support systems available. Therefore, in addition to fees for professional legal services, we also charge separately for some other services and expenses to the extent of their use by individual clients. These charges include, but are not limited to, .mileage at the current IRS approved rate per mile, extraordinary telephone and document delivery charges, copying

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charges, computerized research, court filing fees and other court-related expenditures including court reporter and transcription fees. No separate charge is made for secretarial or word processing services; those costs are included within the above hourly rates. We may need to· advance costs and incur expenses on your behalf on an ongoing basis. These itemsare separate and apart from attorneys' fees and, as they are out-ofpocket charges, we need to have sufficient funds on hand from you to pay them when due. We will advise the client from time to time when we expect items of significant cost to be incurred, and it is required that the client send us advances to cover those costs before they are due. Advance Deposit Toward Fees and Costs Because new client matters involve both a substantial undertaking by our firm and the establishment of client credit with our accounting office, we require an advance pa)Tilent from clients. The amount of this advance deposit is determined on a case-bycase basis discussed first with the client and is specified in our engagement letter. Upon receipt, the advance deposit will be deposited into the firm's client trust account. Our monthly billings will reflect such applications of the advance deposit to costs and not to attorneys' fees. At the end of engagement, we will apply any remaining balance first ,to costs and then to fees. We also reserve the right to require increases· or renewals of these advanced deposits. By signing the initial engagement letter, each client is agreeing that the trust account balances may be withdrawn and applied to costs as they are incurred and to our billings, after presentation to the client. If we succeed. in resolving your matter before the amounts deposited are used, any balance will be promptly refunded. Monthly Invoices and Payment

Cota Cole LLP provides our clients with monthly invoices for legal services performed and expenses incurred. Invoices are due and payable upon receipt. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, as well as expenses incurred on the ciient' s behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month and billed thereafter. Our fees are not contingent upon any aspect of the matter and are due upon receipt. All billings are due and payable within ten days of presentation unless the full amount is covered by the balance of an advance held in our trust account. If a bill is not paid within 30 days, a late charge of one and a half percent per month on the unpaid invoice shall be added to the balance owed, commencing with the next statement and continuinguntil paid.

{DPC/00019964.}

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It is our policy to treat every question about a bill promptly and fairly. It is also our policy that if a client does not pay an invoice within 60 days of mailing, we assume the client is, for whatever reason, refusing to pay. We will then advise the client by letter that the client may pay the invoice within 14 days or the firm will take appropriate steps to withdraw as attorney of record. If the delay is caused by a problem in the invoice, we must rely upon the client to raise that with us during the 14-day period. This same policy applies to fee arrangements which require the client to replenish fee deposits or make deposits for anticipated costs. . ·

From time to time clients have questions about the format of the bill or description of work performed. If you have any such questions, please ask them when you receive the bill so we may address them on a current basis. Changes in Fee Arrangements and Budgets It may be necessary under certain circumstances for a client to increase the size of required advances for fees after the commencement of our engagement and depending upon the scope of the work. For example, prior to a protracted trial or hearing, the firtn may require a further advance payment to the firm's trust account sufficient to cover expected fees. Any such changes in fee arrangements will be discussed with the client and mutually agreed upon in Writing.

Because of the uncertainties involved, any estimates of anticipated fees that we provide at the request of a client for budgeting purposes, or otherwise, can only be an approximation of potential fees.

{DPC/00019964 . }

3

Page 61 of 230

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Agenda TIJTle Estimates:

AGENQA IJ'EM T~N,$"111TAL.

Min~

TO: BOARD OF SUPERVISORS ' f:ROM: .MATTHEWW. GRANGER

Qf l~I ~J:>t)se,nt

CONTACT FOIUNFORMATIQN:

Name: Matthew Granoer .Phone ~o: (831 ) 636-4040

.NUMl;l"ER OF GEHTIFJ:ED:C'OPIES V REQU.IRf[):

(D $1,JB'JEGT:

MEETING DATE:

Approve Legal Services Agreement with Serlin & Whiteford, Joint Representation Agreement, and Agreement with Center for Biological Diversity related to County's collection efforts (Citadel Exploration

August18,2015

J2l· Bf\CK.G ROON D INFORMATION (If .not summMizeg wJthin this space pr:o,jide ·a st?,iff ~port: .in~tead; nQ,ii ng ·att~hment):

Citadel Exploration Inc. has an outstanding monetary obligation to the Center of Biological Diversity (CBD) as a result of an attorney's fee award in the matter: Center for Biological Diversity v. County of San Benito, Monterey Superior Court Case No. M 123956, and further has not yet paid the County the sum of $262,500, owned under an indemnity agreement as the result of the County's settlement of the above-entitled litigation. The proposed action would approval a legal services agreement with Serlin & Whiteford, LLP, which will conduct a debtor's examination of Citadel Exploration, Inc. A proposed agreement between the CBD and the County is presented in which the County agrees to pay one-half of the costs of the collection effort through completion of the debtor's examination. Lastly, the Board is asked to approve a waiver of any potential conflict of interest in this matter, so the law firm of Serlin & Whiteford can jointly represent the County and COB. B (3} OTHER AGENCY INVOLVEMENT:

(5) PREVIOUS RELEVANT BOARD ACTIONS ONTHIS SPECIFI.CITEM:

(4) SUPPQRTIVE DOCUMENTS REJ:ATIVE TO THIS ITEM~ ll Contract D Resolution

O

Ordinance · D oth~n

(7} CURRENT YEAR c;Qs.T:

$

(10/ WILL PROPOS~4 REQ!JI~. AO[)l}lONAI,. PERS()NN~L?

LJ YES

(~)ANNUAL, QR PROJECT

co5r:$ ·

:(9) .BUDGETED:

OY1::s: · o No

·· · ··· ·

LI NC?' If)'.ES~ S:T~TE NUMBER:

Pertnanent

Lim~edT~m

.(11) RECQMMENoEDACTlON(s~:

It is respectfully recommended that the Board make a motion to: (1) Approve Attorney-Client Fee Agreement with Serlin & Whiteford, LLP; (2) Approve Disclosure of Potential Conflict of Interest/Agreement for Joint Representation; and, (3) Approve Agreement with Center for Biological Diversity regarding payment of attorneyst fees for collection efforts.

SIGNATURE OFAGENCY: OR DEPARJMENTAUTHORIZED REPRESENTATIVE

D APPROVED D DENIED· 0 ACKNOWLEDGED .0 ~C!:f.PTEQ D srr·rusLic'fif'A:R!NG 'D APPOINTED

D coNTINUED to

OADOPTE.O

D Rf:~LUUO~ NO. .;.___ _ _ DQT.l:fER, ··~·..;....__....;...;.._ __..;...;......-_ _ _.;. . .;. . D ORDlNANCE Nb. 0 ,-Nd Acnoo TAKEN

13'£:

Deputy Clerk of the Board

PATE: COPY

ROUTING~

ORIGINATING DEPT. ... AUDITOR - COUNTY COUNSEL

Page 62 of 230

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I

SERLINSi WHITEFORD, LLP ATTORNEYS AT LAW 1 700 E Street Sacramento, CA 95814

Mark A. Serlin [email protected]

Telephone (916) 446-0790 Telecopier (916) 446-0791

Kevin P. Whiteford [email protected]

ATTORNEY-CLIENT FEE AGREEMENT This Attorney-Client Fee Agreement ("Contract") is entered into by and between County of San Benito ("Client") and. Serlin & Whiteford, LLP (hereinafter "Counsel") as follows: Scope and Duties. Client hires Counsel to provide legal services in connection I. with pursuit of claims for breach of indemnity agreement against Citadel Exploration, Inc. Counsel shall provide those legal services reasonably required to represent Client in the col1ection of the judgment and shall take reasonable steps to keep Client informed of progress and to respond to Client's inquiries. Client agrees to cooperate with Counsel and to keep Counsel informed of developments, abide by this Contract, and to keep Counsel advised of Client's address and telephone number and general whereabouts. 2. Legal Fees. Client agrees to pay for legal services performed by Counsel's attorneys at the rate $350.00 per hour. These rates are subject to periodic increases of which you will be notified in advance. 3. Costs Incurred. Client shall be responsible for all of Counsers disbursements and costs incurred in connection with Counsel's legal services for Client, including, but not limited to, court costs, deposition costs, investigator fees, travel expenses, receiver fees, private adjudicator and referee fees, and expert consultation and witness fees. 4. Retainer and Trust Account. Client agrees to deposit a retainer in the amount of $3,000.00. This sum will be deposited in a client trust account, to be used to pay costs, expenses and fees for legal services. Client hereby authorizes Counsel to withdraw sums from the trust account to pay the costs and fees incurred on Client's behalf. Once the trust account is depleted, Counsel may request that Client replenish the trust account to pay for costs, expenses and fees. Any amounts unused at the conclusion of Counsel's services will be refunded. Client is hereby advised that the interest earned on the Client Trust Account deposit does not accrue for the benefit of either Client or Counsel, but instead is remitted directly to the California State Bar for use in indigent representation programs. At Client's request, Counsel may establish a separate trust account for Client's funds, for which Client will receive the interest paid.

Page 1 of3

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5. Statements. Counsel shall send Client monthly billing statements which, when the initial retainer is depleted, are due and payable upon presentment. It is the policy of Counsel to withdraw from cases of Client who fail to keep their accounts curren t.

6. Lien. Client hereby grants Counsel a lien on any and all claims or causes of action that are the subject of Counsel's representation under this Contract. Counsel's lien will be for any sums due and owing to Counsel at the conclusion of Counsel's services. The lien will attach to any recovery Client may obtain, whether by arbitration award, judgment, settlement or otherwise.

7. Discharge and Withdrawal. Client may discharge Counsel at any time. Counsel may withdraw with Client' s or the court's consent. Bases for withdrawal include Client's breach of this Contract, Client's refusal to cooperate with Counsel or to follow Counsel's advice on a material matter, or any other fact or circumstance that would render Counsel's continuing representation of Client unlawful or unethical. 8. Conclusion of Services. When Counsel's services conclude, all unpaid charges shall become immediately due and payable. After Counsel's services conclude, Counsel will, upon Client's request, deliver Client's file to Client along with any Client funds or property in Counsel's possession. 9. Countemarts. This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 10. Severability. If any provision of this Contract is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall continue in full force and effect and shall in no way be impaired or invalidated. 11. Governing Law. This Contract shall be construed in accordance with the laws of the State of California, including its conflict of law rules. This Contract shall not be construed against the party preparing it, but instead shall be construed as if all parties had jointly prepared it.

12. Venue. If any dispute should arise between Client and Counsel, the parties hereby stipulate that Sacramento County is the proper venue for resolution of any such dispute. 13. Fee Disputes. In the event this Contract is not honored by Client, the client promises to pay all costs and expenses of collection and reasonable attorneys' fees incurred by Counsel on account of such collection. Moreover, any controversy or claim arising out of or relating to this Contract, or breach thereof, shall be settled by arbitration in accordance with The Rules of the Sacramento County Bar Association. It is the intent of Client and Counsel that either of them may apply to the court having jurisdiction over the controversy, for provisional or temporary remedies before or during the pendency of any arbitration. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction. Client and Counsel understand and agree that the agreement to settle by arbitration contained in this Paragraph constitutes a waiver of all rights to judicial trial by court and/or jury.

Page 2 of3

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14. Aut.bQritX, to Bind Reij>Qs;tjve.. @tities. Each person signing this Contract represents and warrants that he or she has the power and authority t o bind the respective entity on. behalf of whieh the patty is signing. IS. Notice of Attowy's Mi)practi¢e ~2vemge. Pursuant to the Califomia :Business and PrefeS&ions ·code, CHont is ·hereby 9iven aotioe that Counsel mai11tains pr"fessia.W Uallility btSUflUtCO,

DATED: August_, 2015

COUNTY OF SAN BENITO

By: Title:

DATED: August ~. 2015

By:

MARK A. SERLIN, Partner

Page 3 of3

Page 65 of 230

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I

SERLIN& WHITEFORD, LLP

I

ATTORNEYS AT LAW Mark A. Serlin

700 E Street Sacramento, CA 95814

[email protected]

Kevin P. Whiteford

Telephone (916) 446-0790 Telecopier (916) 446-0791

[email protected]

August 5, 2015 VIA EMAIL ONLY

Attorney-Client Privileged Communication Matthew W. Granger, County Counsel County of San Benito 481 4th Street, 2nd Floor Hollister, CA 95023-3840 Email: [email protected] Re:

Kassia Siegel Center for Biological Diversity P.O. Box549 Joshua Tree, CA 92252-0549 Email: [email protected]

San Benito County/Center for Biological Diversity v. Citadel Exploration, Inc.

Dear Matthew and Kassia: You have asked Serlin & Whiteford, LLP to represent your respective clients jointly in connection with claims against Citadel Exploration, Inc. ("Citadel"). It is the understanding of this firm that the costs of collecting the existing balance of the judgment held by the Center for Biological Diversity ("CBD'') against Citadel will be split 50/50 between CBD and County of San Benito ("County") up through the end of a judgment debtor's examination to be conducted of Citadel. Thereafter, fees and costs of collection of CBD's judgment balance and County's contractual indemnity claims will be borne separately by CBD and County. I write this letter to advise your clients of certain potential conflicts of interest arising by reason of joint representation. Each of your clients is entitled to hire counsel of its own choosing to represent it in these matters. Because I am required to represent both sets of interests, there are certain potential conflicts of interest which I am required to disclose. Specifically, by reason of the fact that there is only one common fund, each of CBD and County may collect less than if I was only representing one creditor of Citadel. Otherwise said, by pursuing a single debtor on behalf of both CBD and County, each creditor is going to have a potential recovery that is conceivably less than might be recovered than if I was representing only one creditor. Further, in the event that actual conflicts of interest arise, I would be precluded from representing either CBD or County going forward. Other potential conflicts of interest not specifically discussed may conceivably arise.

Page 66 of 230

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Matthew W. Granger Kassia SiegeJ

August 5, 2015 Page2

CBD and County hav e right to consult other counsel regarding the potential conflicts of interest set forth b If, having had an opportunity to consµlt with other counsel (that is, counsel other ember of this firm) CBD and Cotmty believe it to be in their interest to do so, please sign owledgm.ent set forth below and return this to me for further disposition. '11 be unable to represent either CBD or County unless and until I have Please note t received this.,°'l'i.~wledgrnent letter signed by both of your clients.

MAS/ms

The undersigned, having each read the foregoing disclosure of potential conflicts of interest, and having each had an opportunity to consult attorneys of our own choosing other than Serlin & Whiteford, LLP, agree to joint representation notwithstanding the potential coriflicts of interest set forth above.

DATED: August_, 2015

COUNTY OF SAN BENITO

By: Title:

DATED: August _ , 2015

CENTER FOR BIOLOGICAL DIVERSITY

By: Title: Approved as to form and content: COUNTY OF SAN BENITO

By: KASSIA SIEGEL, Attorney for CENTER FOR BIOLOGICAL DIVERSITY

Page 67 of 230

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AGREEMENTCONCERNINGPARTIALPAYMENTOF ATTORNEY FEES AND EXPENSES FOR COLLECTIONS EFFORTS

This Agreement Concerning Partial Payment of Attorney Fees and Expenses for Collections Efforts ("Agreement") is entered into between Center for Biological Diversity ("CBD") and the County of San Benito ("County"). Collectively, CBD and the County are "Parties" to this Agreement and each is, individually, a "Party" to this Agreement. RECITALS A. CBD was the Petitioner and the County was the Respondent in Center for Biological Diversity v. County of San Benito, Monterey Superior Court Case No. M123956, and Sixth District Court of Appeal Case No. H041650 (the "Legal Action"). In the Legal Action, CBD asserted the County violated the California Environmental Quality Act in issuing a conditional use permit to the Real Party in Interest named in that action, Citadel Exploration, Inc. ("Citadel"). After the Superior Court ruled in favor of CBD and issued a peremptory writ of mandate, the court awarded attorney fees against the County and Citadel in the amount of $347,969.35. After failing to post a security in this amount as part of an appeal it filed regarding the Superior Court's ruling, Citadel dismissed its appeal on April 3, 2015. As a result, CBD has obtained a final, enforceable order against Citadel concerning payment of attorney fees. B. Prior to entry of the order awarding attorney fees, CBD and the County entered into a Settlement Agreement in which the County agreed to pay $262,500 in full satisfaction for its obligation to pay CBD's attorney fees in the Legal Action. C. CBD desires to collect from Citadel the unpaid balance of attorney fees it is owed (i.e., the sum of $85,469.35, which equals the total attorney fees and costs awarded, $347,969.35, minus $262,500, the County's settlement payment) plus any additional costs, attorney fees, and interest to which it may be entitled for enforcement of its attorney-fee award. D. The County desires to collect from Citadel the sum of $262,500 it paid to CBD in accordance with the Settlement Agreement plus any additional costs, attorney fees, or interest to which the County may be entitled. The County seeks recovery of amounts and damages per the terms of an Indemnity Agreement between the County and Citadel dated July 25, 2013. E. The Parties have contacted the same attorney specializing in collections matters to serve as counsel for each Party in its respective effort to collect against Citadel. The parties have reached an arrangement with such counsel by which the County will pay some of CBD's fees and expenses in association with CBD's collection effort. By this Agreement, the Parties desire to memorialize the terms of their agreement.

{DPC/00038471. }

Page 68 of 230

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AGREEMENT 1. The Parties to this Agreement hereby incorporate the above-stated Recitals as material tenns of this Agreement. 2. The County shall pay the expenses and fees CBD incurs for its retention of the Law Firm of Serlin & Whiteford, LLP, 700 E. Street, Sacramento, California ("Law Firm") as follows: The County shall pay half the fees and expenses Law Firm charges to CBD from Law Firm's initial intake of CBD's collection matter through the completion of a debtors' examination of Citadel (California Code of Civil Procedure, §§ 708.110708.225). Upon the completion of the debtor's examination, the County shall have no further obligation to pay any fees or expenses CBD incurs to Law Firm in association with CBD's collection matter; all further fees or expenses CBD incurs from that point shall be solely the responsibility of CBD. 3. The County shall pay Law Firm for the agreed services to CBD upon presentation of monthly invoices by Law Firm that identifies the dates during the preceding month in which legal services were performed for CBD, the number of hours of legal services performed, the identities of the billing personnel, the applicable rates, and the identities and costs of any reimbursable expenses. CBD shall coordinate with Law Firm to ensure that the invoices presented to County for payment do not include (or redact) any information that may be protected by the attorney-client privilege or workproduct doctrine. In entering into this Agreement, the County represents that it is aware of 4. the requirements of California Rule of Professional Responsibility 3-31 O(F) and affirms that the County does not intend through this Agreement, nor will make any effort during the performance of this Agreement or afterward, to interfere with the attorney-client relationship that exists between Law Firm and CBD. Notwithstanding the foregoing, CBD agrees that it shall promptly share with the County all documents, correspondence, writings, records, transcripts, and other evidence it obtains from Citadel or any related or third parties as part of the debtor's examination that shall be conducted per Paragraph 3 above.

5. This Agreement shall be effective upon its full execution. Each of the undersigned represents that he/she has the authority to bind the Party on whose behalf that he/she has executed this Agreement The Agreement may be executed in counterparts and in duplicate originals. If so executed, then upon proof of execution of at least one copy, the Agreement shall be effective from the date of the last signature. If executed in duplicate, each duplicate copy shall be valid as an original copy. 6. This Agreement has been jointly negotiated and drafted. The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any Party.

Page2 of3

{DPC/00038471.}

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7. This Agreement constitutes the entire agreement between the Parties. No modification of this Agreement shall be valid unless in writing and signed by the Parties. The Parties shall not be bound by any representation, warranty, promise, or statement unless it is specifically set forth in this Agreement.

8. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California. Should any term of this Agreement be deemed unlawful, that provision shall be severed, or construed in accordance with applicable law as nearly as possible to reflect the Parties' mutual original intent, and all remaining terms shall continue to be valid and fully enforceable. Furthermore, the place of performance shall be the County of San Benito, State of California in the event of litigation. SO AGREED.

CENTER FOR BIOLOGICAL DNERSITY

8/12/2015

Dated

By: Kassia R. Siegel

COUNTY OF SAN BENITO

By: Margie Barrios Chairperson, Board of Supervisors

Dated

APPROVEDAS TOLEGALfORM

if ) ~~~5~ '6j\3 6

SAN BENITO CCUNlY COUNSEL

ASISTANTCOON~L DATE

Page 3 of 3

{DPC/00038471.}

Page 70 of 230

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(fi)

Agenda lime Estimates: Minutes or [) Consent

AGENDA ITEM TRANSMl1TAL

Leave Blank:

Date/rime Rec'd:

8/10/trSJ

130

Board of Supervisors FROM: James Rydingsword, MA

TO:

CONTACT FOR INFORMATION: Name: Maria C. Corona, MSW Phone No: (831) 636-4190

San Benito Health & Human Services Agency

NUMBER OF CERTIFIED COPIES REQUIRED:

'I]

3

(1) SUBJECT: Approval of University Field Practicum Agreement with California State University Stanislaus

MEETING DATE:

8/18/15

(2) BACKGROUND INFORMATION (If not summarized wllhin this space provide a staff report Instead, noting attachment):

See Attached Staff Report

(3) OTHER AGENCY INVOLVEMENT:

California State University of Stanislaus {S) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: D Contract D Resolution 0 Ordimr1ce l!l other: Agreement

Last Board Approval 10-9-2007

(6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST:

$0.00

n/a (10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

UYES

UNO

I

(8) ANNUAL OR PROJECT

COST:$ 0.00

If YES. STATE NUMBER: Pennanent

I

(9) BUDGETED: DYES • NO

Limited Term

(11) RECOMMENDED ACTION(S):

It is recommended that the Board of Supervisors: ·, Hpprove the Field Practicum Agreement with the California State University of Stanislaus Social Work P1ogram and authorize the Director of H&HSA to sign said agreement ·



~ (j /.~

f)

A...

1SIG

l~TURE

~ D APPROVED

0 0

I -71.. cS

OFA ~NCY OR ~RTMEITTAuTHORIZED REPRESENTATIVE

DATE

CLERK'S USE ONLY

D

ACKNOWLEDGED SET PUBUC HEARlNG

D

0

DENIED ACCEPTED APPOINTED

D

D ADOPTED

0

0

RESOLUTION NO. ORDINANCE NO.

CONT1M.JED TO

D crrHER

--------0NOACTIO~N-t-A-~-N-------------------

BY: Deputy Clerk of the Board

I

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR -COUNTY COUNSEL

Page 71 of 230

f ],)

Revised:9~]2013 08/13/2015

Page 1 of3

2014-2015

CALIFORNIA STATE UNIVERSITY, STANISLAUS MASTER OF SOCIAL WORK PROGRAM Field Practicum Agreement TIDS AGREEMENT entered into by and between the CALIFORNIA STATE UNIVERSITY, STANISLAUS MASTERS OF SOCIAL WORK PROGRAM, hereinafter called the (University), and the Agency, noted below, hereinafter called the San Benito County Health & Human Services Agency.

WITNESSETH WHEREAS, it is to the mutual benefit of the parties that students of the University's Social Work Program to use the facilities of the Agency for their field practicum program. NOW, THEREFORE, it is mutually agreed between the University and the Agency as follows

PARTIES:

Trustees of the California State University California State University, Stanislaus Master of Social Work Program One University Circle Turlock, California 95382 San Benito County Health & Human Services Agency 1111 San Felipe Road, Ste. 206 Hollister, CA 95023

TERM:

August 1, 2015 through July 31, 2016 with four (4) one-year renewals

TERMS OF AGREEMENT The term of this agreement shall be for a period of one ( 1) year and shall be renewed automatically for additional periods of one (1) year up to a total of four (4) additional years. However, it may be terminated by either party after giving the other party six months advance written notice of its intention to so terminate. Any such termination by the Agency shall not be effective, at the option of the University, for any student until such student has completed the program for the then current academic year.

AGENCY SHALL 1. Permit each student who is designated by the University to receive a social work field practicum at the Agency and shall furnish, and permit such students and designated field instructors free access to appropriate Agency facilities for the field practicum. 2. Furnish appropriate Agency facilities, in such a manner that there will be no conflict in the use between the University's students and students from other educational institutions, if any. 3. Maintain the Agency facilities used for the field practicum in such a manner that the facilities shall be available to the students and field instructor when needed. 4. Assure that staff is adequate in number and quality to provide field instruction and to insure continuous management of the student program in cooperation with the Field Coordinator. 5. Provide the resources necessary to provide an educationally focused field practicum in accordance with the policies and procedures of the social work program.

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Page 2 of3

2014-2015

6. Provide office space, telephone access, supplies, and other materials to enable a student to function effectively in their placement. 7. Designate qualified field instructors, subject to approval of University Field Coordinator. 8. Assure that adequate time is available for student supervision, field instructor meetings, training, and orientation. 9. Adhere to policies and practices reflecting nondiscrimination applied to clients, staff, and students. 1O. Orient MSW students as to the role and responsibilities of students in the Agency. 11. Have the right, after consultation with the University, to refuse to accept further placements of the University's students who in the Agency's judgment are not participating satisfactorily in the program. 12. Notify the University Field Coordinator and the field instructors, in advance, of any change in the Agency's personnel appointments which may affect the student field program. 13. Save harmless and indemnify University against all claims, demands, suits, judgments, expenses and costs of any kind and every kind, insofar as they may legally do so, on account of the injury to or death of persons or loss or damage to property arising in any manner out of the acts or omissions of Agency's officers, agents or employees in the performance of this agreement. 14. Maintain a working and learning environment free from sexual harassment of its students, employees and those who apply for student or employee status.

UNIVERSITY, THROUGH THE MSW PROGRAM, SHALL 1. Designate the students who are enrolled in the Social Work Program of the University to be assigned for field practicum at the Agency, in such numbers as are mutually agreed to by both parties. 2. In consultation and coordination with the Agency's representatives, establish a plan for the field practicum to be provided to students. The plan will provide clear expectations and procedures for the implementation of the practicum. 3. Supervise all instruction and field practicum experience given at the Agency to the assigned students and provide the necessary faculty liaisons for the field practicum program provided for under this agreement. 4. Keep all attendance and academic records of students participating in the practicum program.

5. Be responsible for the student's professional activities and conduct while in the Agency. 6. Require every student to conform to all applicable Agency policies, procedures, and regulations, and all requirements and restrictions specified jointly by representatives of the University and Agency. 7. Require designated field instructors to notify Agency's representatives of the: a. Student placement schedule b. Placement of students in field assignments. c. Changes in field assignments. 8. In consultation and coordination with the Agency's administration staff there is the expectation that periodic conferences are routinely scheduled between the assigned faculty liaison and Agency staff to monitor and coordinate the field practicwn experience.

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2014-2015

Page 3 of3

9 . Provide and be responsible for the care and control of the University's educational supplies, materials and equipment, used for instruction during the program.

10. Orient and train field instructors as to the University's relevant academic policies and the social work program's curriculum focus; its policies, procedures, and philosophy.

11. Maintain formal communication with participating agencies with the ongoing expectation that faculty liaisons routinely meet with field instructors to ensure coordination and· open communication.

12. Provide training to field instructors on the educational aspects of field instruction. 13. Provide ongoing support and assistance to field instructors, students, and agencies to promote an educationally based practicum experience. 14. Save harmless and indemnify Agency against all claims, demands, suits, judgments, expenses, and costs of any kind, insofar as they may legally do so, on account of the injury to or death of persons or loss or damage to property arising in any manner out of acts or omissions of University officers, agents, employees or students in the performance of this agreement.

15. Require student interns to provide a copy of malpractice insurance and a signed copy of the "Statement of Responsibility" to the Agency representative.

GENERAL PROVISIONS 1. The parties agree that Agency is not to assume nor shall it assume by this agreement any liability under the California Worker's Compensation Insurance and Safety Act for, by or on behalf of any University students or University instructors while said students or instructors are on the premises of the Agency or while performing any duty whatsoever under the terms of this agreement or while going to or from any of Agency's facilities.

2. University shall inform each student regarding the lack of coverage for Worker's Compensation Insurance by either party.

3. All students shall be required, as a condition of participation in field practicum, to release from liability the Agency and its representatives for any and all acts performed in good faith and without malice in connection with field practicum. 4.

This Agreement may at any time be altered, changed or amended by mutual agreement of the parties in writing.

IN WITNESS WHEREOF, this agreement has been executed by the parties hereto as of the written date. CALIFORNIA STATE UNIVERSITY, STANISLAUS

SAN BENITO COUNTY HEALm & HUMAN SERVICES AGENCY

Date: -

Date: _ _ __ _ _

------

By~~~~~~~~~~~-~~~~

Julie Benevedes Interim VP of Business & Finance

BY~~~~~~~~~~~~~~~James Rydingsword, MPA Title: Director

APPROVED AS TO LEGAL FORM SAN BENITO COUNTY COUNSEL

~

l )

7-Zl-/5'

Page 74 of 230

08/13/2015

Date:

August 18, 2015

To:

The Honorable Board of Supervisors

From:

James Rydingsword, Director, Health and Human Services Agency (HHSA)

Subject:

MSW (Masters in Social Worker) Student Intern Field Placement Agreement with California State University of Stanislaus (CSUS)

Summary: The San Benito County Health and Human Services Agency is committed to the development of a sustainable workforce that help serve individuals requiring child welfare services to prevent child abuse and/or help families reunify after child's removal form the home or to help families remain together with needed services in place. An essential component to the social worker professional development is to have MSW student field placement experiences available to help provide these MSW students an important part of the training required to gain the skills necessary to become a social worker. The San Benito County Health and Human Services Agency has participated in field practicum activities in the past thorough the MSW program given that regulations require 50 percent of the staff to possess an MSW degree in Child Welfare Programs. The last agreement that was approved by the Board was in 2007 and it is now expired. CSUS is currently a Title IV-E funded university which allows the availability of federal funding for the education and training of the child welfare workforce. The Title IV-E child welfare training program was created as part of the Child Welfare and Adoption Assistance Act of 1980 (P.L. 96-272) to support training in both foster care and adoption services.

Recommendation: It is recommended that the Board of Supervisors: Authorize the San Benito County Health and Human Services Agency Director to sign the CSUS MSW Program Student Field Placement Agreement for the term of August 1, 2015 to July 31, 2016 with four (4) one-year renewals

Discussion: The San Benito County Health and Human Services Agency is proposing to enter into a multi year (4 year agreement) with the CSUS, Graduate School of Social Work to be a field placement site for graduate student MSW interns. MSW graduate students interns typically spend one day

Page 75 of 230

08/13/2015

or more per week at the field placement site. The student is required to have an MSW staff person assigned as a field supervisor. A MSW graduate student intern can carry a caseload of individual families and participate in family and group related case management activities to help the family reunify with their children and/or assist with the maintenance of the family unit. Student interns can also complete case documentation in the Child Welfare Services/Case Management System (CSW/CMS). All case work is carried out by the student intern under the supervision of an assigned MSW field supervisor. The San Benito County Health and Human Services Agency-Child Welfare Division, is required to provide one ( 1) hour per week of assigned Field Supervision to the student interns in placement. The selected student interns will need to submit finger prints for a through background check and produce proof of insurance and a drivers license.

Other Agency Involvement County Human Resources will be consulted regarding any required forms or protocols for the use of student sin the department operations. Fiscal Consideration There are no fiscal considerations to this request.

Page 76 of 230

08/13/2015

A.(;~r.QA ITEM 'TRArtSM.ITTJU.

Agenda.nine Estimat~.: 'Mf~t~ EI ·coti$er;it

or

TO: BOARD OF SUPERVISORS FROM) JAMES A RYDINGSWORD

~P~ACTf9R ~.o~ttOH:.

NlJMB.E~.W ~·Rrlflf[) ¢0PIES

Name; Sam Perez ~.tii;I~ N9.,; ( 831 ) 63 7-5367

AGENCY DIRECTOR MEETING DATE;

~~ii iiW§i .R~®.IREP~

(1) .SUBlEGJ: Consideration of acceptance for year two of a three year Tobacco Education Contract with CTCP #CTCP-13-35 in the amount of $150,000 for the funding period July 1, 2015-June 30, 2016.

8/18/15

(2) a~tKGROUN~ IN.FPRMATION {rf no(summa'~Zed ~thln this· SPCl,C~. prqviCl.e !1 ~.taff~poitinsteai;I, f19tJng ~ttac'1.mentf;

San Benito County has received Tobacco Control Funds from California Tobacco Control Program (CTCP) since 1991. Public Health staff has been committed to reducing tobacco use in the county through adopting and implementing policies, conducting trainings, establishing coalitions, providing technical resources and implementing community-based educational activities/presentations in order to reduce to prevalence of tobacco use in our county. The San Benito County Tobacco Education Coalition, comprised of community agency representation and individuals committed to reducing tobacco use in the county provides guidance and oversight to public health staff in developing short and long range goals and objectives for the 2014-2017 work plan. Staff is requesting approval of the second of a three year allocation awarded to San Benito County in the amount of $150,000. The term of the second year ~greement is July 1, 2015 to June 30, 2016.

m (,~) 0.T'HER,AGENCY INVOLVEMENT:

N/A (4) SUPPORTIVE DOCU.MENTS RELATIVE TO THIS lTEM1 iJ Cdntratt D Resofution 0 Or.Oini'ncc .0 Other:

'(5). PREVIOU.S RELEVANT BOARD AGTlONS ONTH!S·$PECIFIC ITEM;

:{ 6} FU. ~ DING SOURCE!S):

c~~ ~~bri6~~R COST: J 2~~$u;~~;~6~:

CDPH/Tobacco Control Program '(10) WILL: PRQP()s,G;l'. REQl,JIRD\DDITIONAL.PERSON..N6L?

0 ¥ES

~ .N0

If YES, STAT£

OOPGETED;

YEs.

-ONO

NtJ.MB~R::

- .f>eni,anent

(11) REC.bMMENOED AcnQN~S~.:

·;

. U.mitc.d Tmn·

.

-

It is respectfully recommended that the Board of Supervisors: 1) Authorize the HHSA Director to approve and execute the grant agreement and any amendments and . other documents related to the three year grant, for and on behalf of the county of San Benito: and 2) Review, approve and accept the second of three allocations from CDCP/Tobacco Control Comprehensive Agreement No: CTCP-13-35 in the amount of $150,000. The term of this Agreement is Jt ly 1, 201~_"'::: 2016. ~ n

:;o.

v~J/1 { ~j~

I U 0 -.,.

SIGNATURf;'OE·AGE'-

APPROVEti OA'eiKNQWLED~D

:

-

~

7- 3 f-1.'!;j

~-

-

. ,,,.... RTMENT Al)THORIZfD REPRESENTATIVE

0

DENIED

APP01N'rEo

q .b.ROINANG.ENO..

;. •

.D ACCEPTED

o s&·roeac·HEAAING. ;o

~LE~? U~I; ON.LY

.. 0 ADOP.TEO

..

.

DATE -·

. ·-·'

D R_E~Ol.UTlO~ NO. -------'--

O .comtMIED ,TO - - - - - - - -Nb P.cmo"'".'N'"""T_AK_E_N_ _........,_ _ _ _ _ _ ____ 0 Of.HER

o

SY: Deputy·Clerk oftheBoard

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

Page 77 of 230

Revised:9/ 08/13/2015

State of Califomia-Health and Human Services Agency .

California Department of Public Health



EWtlmG. BROWtUR. Govemcv

KAREN L. SMmt, MO, MPH Dlrer1or and Slats Heailh OHICl!r

July 15, 2015 TO;

LOCAL LEAD AGENCY (LLA) PROJECT DIRECTORS TOBACCO CONTROL EDUCATION PROGRAMS

SUBJECT;

PROGRAM LEITER 1S.01 . FUNDING PERIOD: JULY 1, 2015 THROUGH JUNE 30, 2016 LLA ALLOCATION AGREEMENT, AND PROSPECTIVE PAYMENT INVOICES {PPI): FIRST ANO SECOND QUARTERS

Purpose

Release the: • "Acceptance of Allocation Agreement" for fiscal Year(FY) 2015·2016 • LLA first PPJ for 7/1/15 to 9/30/16 • LLA second PPI for 10/1/15to12131/15

Effective Date

Immediately

Required Action

Enclosed Is the: • "Acceptance of AnocatJon Agreement1' for FY 2015-2016 • Revised LLA Alfocatlon Table for FYs 2013~2017 • LLA first PPI for 7/1/15 to 9/30/15 • LLA second PPI for 10/1/15 to 12/31/15

Please print, sign, date, and return your "Acceptance of Allocation Agreement" for FY 2015-2016 and th~ first and second PPls for FY 2015-2016. For the "Acceptance of Allocation Agreemenf' only, obtain the authorized signature that matches the official agency signatory fn the Onflne Tobacco lnfonnation System and return the three signed doouments to your assigned California Tobacco Control Program (CTCP) Procurement Manager (PM) at the following address: USPS Mal/Ing Address: Attention: •Name of CTCP PrOaJrement Manager" Callfomla Department of Public Health CDJC/Califomla Tobacco Control Program

P. 0. Box9973n, MS 7206

Saoramento, CA 95899~7377

Or lI

CaMfomis Tobacco Control Program, MS 7206. P.O. Box 997377 • Sacramento, CA 95899-73n (916) 449-5500 • (916) 449-0605 FAX Internet Address: www,cdph.ce.goy

Page 78 of 230

08/13/2015

i I

LLA Project Directors Page2

July 15, 2015 Overnight Courier Delivery Address:

Attention: "Name of CTCP Procurement Manage~ Callfomla Department of Public Health CDIC/Californla Tobaocro ControJ Program MS7206

1616 Capftol Avenue, Suite 74.516 Sacramento, CA 95814 The attaciled •Acceptance of Allocation Agreemenf' Is based on the LLA Allocation Table for the FYs 2013·2017 plan period.

Why The Agreement Is Needed Budget Information Addltlonal

Information

The signed *Acceptance of Ailocatlon Agreemanr serves as acceptance of the allocation for FY 2016-2016 and acknowledges the -conditions attached to the funds. The California Department of Public Health (CDPH) doe$ not require a Board of Supervisors Resolution wtth this a/location agreement. Please be advised that the PPls wlll not be processed untll CTCP has received the signed FY 2016~2016 •Acceptance of Allocation Agreement" from your city/county with the appropriate signature. CTCP PMs provide the LLA Project Director with feedback regarding their spending pattems. Additionally, the Program Consultants Will monitor progress reports and associated percent deliverables to ensure adequate progress Is being made toward completfon of the Comprehensive Tobacco Control Plan for FYs 2013--2017. If It appears LLAsare not spending the allocatlons aoc:ording to the negotiated budget/budget justification In a timely manner and/or are not making sufficient progress on plan activities, CTCP may withhold future PPJe. The Comprehensive Tobacco Control Plan for FYs 2013-2017 and the allocation agreement will end on June 30, 2017. Any remaining balanoes must be returned to the CDPH Cigarette and Tobacco Surtax Fund. As a reminder, per the 2013-2017 local lead Agency Allocat!on Agreement Terms and

Condltlons, Exhibft 6, paragraph 7.A., Trust Account and Expenditure Provisions: The annual allocaUOn to the LL.A shall be deposited Into an Interest-bearing. Insured trust account. Contact Person

For Further Information

If you have any questions: please contact your assigned CTCP PM. Thank YoU for your continuing: efforts tn tobacco oontiol.

~u.~ Catherine M. Medina, Chief Procurements Managament Unit Callfomia Tobacoo Control Program Phone 916-660-6432 E-maH: ~by.medlna@cdph~SiSJIOV Enclosures co:

Fiscal Officers

Health Officers CHEAC Members Judith Reigel Leah Northrop

Page 79 of 230

08/13/2015

Califomia Tobacco Control Program Local Lead Agency Allocation Table LLA Allocation Funding for FY's 13/14 (Bridge), 14/16, 15/16, and 16/17 i..ocw. I.VD

AGENCY"

~' Sotllolty AIPllM

AB!alEMM NUMBE!R

CTCP-1MI CtCP·13.01A ~1s.o2

Amllllf llUltt

CTCP-13-03

l!WtWJ9S

C:W-1$·06

C1(:P.IJ.04

COiia• llnnllaCPrlll

Ctl """' &Pen•

,,_

Cl'(lt.1$GI ~u.ar

r:tCJ>.1~

l"Hldtn• i..nf8"dl

Cl'~1S.17

f1fe.~

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fliltl.000

fl60.000

HQ0.000

Slfll.000 ft$,OOO

'so°

sm~

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SIS0.000

Sl~.000-

St60,(JIJO S1SO.(JCIC ,,~

-~.000

tl50.000

CfcP.13. ltA

$1!i0.000

CT.::l'·11-:IO Cl'Cf'.IS.21

$15o.OOO

S1:i0.CIOO ,,,o,wu

tl~OOO-

~,.,.n

CTC1'1J.Sl CTCR.lJ.Si CT(1l.~S

- U-14 C'ICl"-~fi

CTc;P-1$-nl

1'4-10406

CTC"1-"S7

~U-38

$"0.00~

tlS0.000 f16(1.0llO ~1$0.000

SI00.000

uso.ooo

$150.ooll S150 0110

SIS0.000 S1SO.CIOO

tiSO.GOC

$150.000

'1Cf'.1~J

CTCPols.43

flM.91<1 $1llO.ClCIO

i2'l.088 f1$(),000 $1$0.000 $15).0llO

S:l!!.941 hiO.DOO

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caoo.ooo

'80),(JIJO

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$1.0,000

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$180.COO

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$1511.00P

$150.000

so

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«I

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$44,)IJ

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'*"'

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*'1.11'9

~111.401 $1$).900

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to

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f1irf.OOO

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to

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$180.000

t1SUlll)

..

$150.000

$150,000

~S0,000

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t600.000

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$!80.000

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rzu.208

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ma.•12

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$301).At2

··~ivau

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f.10:0.000 1100.000

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$150.000

$1~0.tlOO

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f1511.'00

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to $11

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s1:;o.coo

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Page 80 of 230

$)

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08/13/2015

ACCEPTANCE OF ALLOCATION AGREEMENT

County of San Benito Agreement Number: CTCP-13-35 Agreement Amount: $150,000

FUNDING PERIOD: July 1, 2015 through June 30, 2016 I certify that this Tobacco Control Program will comply with all applicable policies, procedures, and legal requirements as described in the Comprehensive Tobacco Control Plan Guidelines including: the Allocation Agreement Terms; Local Lead Agency Administrative and Policy Manual; and, any statutes, program letters, and other conditions stipulated by the California Tobacco Control Program.

Authorized Signature

Date

Printed Name and Title

Page 81 of 230

08/13/2015

2013~2017 Local Lead Agency Allocation Agreement Terms and Conditions

Exhibit A Scope of Work 1.

Service Overview

A. The Local Lead Agency (LLA} shall provide tobacco education services and deliverables in accordance with its. Comprehensive Tobacc6 Control Plan (Plan), including any revisions submitted to and. approved by the California Department of Public Health (CDPH), California Tobacco Control Program (CTCP) pursuant to Health and Safety Code Section 104375, 104380, 104400, 104405 through 104415. The Plan shall be submitted in accordance to the form and format determined by the CDPH. The LLA agrees to expend ft:mds received through this agreement in accordance with the approved budget and budget justification contained in the approved Plan. The LLA also agrees that the allocation of funds pursuant to this agreement is contingent upon the .COPH' approval of the Plan and any revisions thereto. No funds shall be allocated under Provision 5.A. of Exhibit B, in any given fiscal year unless ·a revised Plan has been approved by the CDPH for that fiseal year. B. Revisions to the Plan must be approved by the CDPH. The CDPH shall notify the LLA in writing of the effective date of such approvals. C. The CDPH shall work with the LLA to ensure that the Plan is being performed pursuant to this agreement, and reserves the right to approve and adjust specific tasks to be performed within the Plan to be performed by the LLA These changes shall be accomplished by written notification to the LLA. 2.

Communications/Project Director

A Communications The LLA shall send prospective payment invoices, progress reports, cost reports, and other communication to: California Department of Public Health CDIC/California Tobacco Control Program Mail Station 7206 P. 0. Box 997377 Sacramento, CA 95899-7377 B. Project Director The LLA shall designate a Project Director, subject to approval by the CDPH. The Project Director is responsible for assuring that the terms and conditions of the agreement are met. The LLA shall notify the CDPH in a form and format prescribed by the CDPH within five (5) days of a change in the Project Director.

3.

Progress and Cost Reports, Evaluation Instruments, and Other Requirements A The LLA agrees to submit semi-annual progress and cost reports. The cost reports will specify actual expenditures for tobacco education services provided by the LLA. The .progress and cost reports shall be submitted in a form, format, and schedule prescribed

October 2013

Local Lead Agency Guidelines California Tobacco Control Program California Department of Public Health

Page 82 of 230

08/13/2015

2013~2017 Local Lead Agency Allocation Agreement Tenns and Conditions

Exhibit A SC9pe of Work by the CDPH. The LLA agrees that subsequent quarterly prospective payments sha·ll be contingent upon the CDPH's receipt and approval of progress and cost reports. The LLA agrees that if the CD,PH detenninEts that c.ill or a portion of the allocated ·funds have been expended inappropri~~ely during tht;l ~riod covered by the progress or cost repott, in aceord~nce with the services idel'.ltified in the LLA's approved Plan, the:CDPH n'ray offset the value of the in-~pproprjate . expendif'1res against current and/or future quarterly pro$i)eciive payments. The LlA ~gr~s that such deductions to sums·due to ttie LLA are offsets·and no further amount sh$11 be due to the LLA. . B. The LLA shall complete the CDPH standardized ~valuation in$.frument~. n~~ assessment instruments; and other evaluation requirements "fr1.a form and format prescribed by the CDPH. · ·

C. The LLA shall comply with the LLA Administrative and Policy; P!nanua.1and all the CDPH· issued program and policy letters which may be issued during "the ienn of the agreement provided that the CDPH shall only make changes or impose a,dditional requir~ments whictl will not result in additional cost to the LLA. D. The LLA shall coordinate and collaborate with the CDPH or its d.es~~e to. maximize the tobacco education media/communication efforts, as. dir~cted by .the CDPH. · . - ·'

4.

,:

Project Monitoring A. The CDPH and all authorized State control agencies shall have access to all internal and external reports, records, and documents used by the LLA in the operation and administration of this agreement.

8. The LLA shall cooperate, and require its subcontractors to cooperate, witf'l the CDPH or its designee by participating in meetings and/or site visits as the COPH may deem necessary to monitor LLA compliance with the agreement.

Local Le~ Agency Guidelines California TobaCco Control Program California Department of Public Health

October ~013

Page 83 of 230

Page2of2 08/13/2015

2013-2017 Local Lead Agency Allocation Agreement Terms and Conditions

Exhibit B Budget Detail and Payment Provisions

1.

Term of the Agreement The term of this agreement shall be from July 1, 2014 to June 30, 2017_

2.

Invoicing and Payment A

The CDPH shall make quarterly prospective payments to the LL.A to provide services and deliverables pursuant to Exhibit A, paragraph 1.A.

B. The C'DPH will provide the quarterly prospective payment invoice to the LLA. The LL.A is to sign the invoice and submit to: California Department of Public Health CDlC/California Tobacco Control Program MS 7206 P.O. Box 997377 Sacramento, CA 95899-7377

C. Invoices submitted by the LLA and paid by the CDPH, shall not be deemed evidenee of allowable agreement costs. Costs and/or expenses deemed unallowabte are subject to provision 8 entitled, "Recovery of Overpaymentspthat appears in this exhibit.

D. The LLA agrees to submit semi-annual progress and cost reports. The cost reports will specify actual expenditure~ for tobacco education services provided by the LL.A. The progress and cost reports shail be submitted in a form, format, and schedule prescribed by the CDPH. The LLA agrees that subsequent quarterly prospective payments shall be contingent upon the COPH's receipt and.approval of progress and cost reports. The LLA agrees that if the CDPH · determines that all or a portion of the allocated funds have been expended inappropriately during the period covered by the progress or cost report, in accordance with the services identified in the LL.A's approved Plan, the CDPH may offset the vaiue of the inappropriate expenditures ag.ainst current and/or future.quarterly prospective payments. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to

the LLA.

E.. llle CDPH total reimbursement via cost reports for each line item identified in the budget is the maximum amount reimbursable for that line item during the agreementterm. The CDPH, at its opticm, may return disputed cost reports to the LLA for ·Correction and resubmission or the COPH may disallow expenses claimed which are not in accordance with the SOW, the budget or which cannot be verified as project expenses by the LLA. 3.

Funding or funding Reduction in Subsequent Fiscal Years A. Funds are presently not avEiilable for performance under this agreement beyond June 30, 2014. The CD.P H's obligation for performance of this agreement beyond that date is contingent upon the availability of appropriated funds by the Legislature from which payment for this agreement can be made. No legal liability on the part of the CDPH for any payment may arise for p~rformance under this agreement beyond June 30, 2014 until funds are made available to the.c'DPH for performance and until the LLA receives notice of availability, to be c0nfirmed in writing by the COPH.

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·Exhibit B Budget Detail and Payment Provisions B. If funding for any fiscal year is reduced or deleted by the Legislature or the Department of Finance for purposes of this program, the CDPH shall have the option to eithe~: .

1) Terminate this agreement pursuant to provision 3 of Exhibit C, the 30-day tennination clause. ' ' · 2) Offer .a revision to the LLA to reflect the reduced funding.for,. this agreement. ~

'

C. If statutory authority for programs funded under H~alth and Safety Code Se.ction 104350 expires, <;>r this agreement .is terminated, the unexpended agreement funds and accumulated interest pursuant to provision 9 of this exhibit shall be identified in ;a manner pres6nbed by the CDPH and returned to the CDPH within ninety (90) days of the expiration date to the address specified in provision 2.8 of this exhibit. The worf.fs "Une~pended ·Tobac~o CQrytrOI Program Funds" and the agreement number shall be written on the face of the check or.warrant that the LLA has issued to return unexpended funds. · ·· 4.

Prompt Payment Clause

Payment .wi~I b~ made in accordance with, and within the time specified in, Go\iernrrient Code Chapter 4.~. commencing with Section 927.

5.

Amounts Payable

A. The maximum amount to be allocated under this agreement is reflected in the CDPH 20122013 LLA AlloGation TabJe, Appendix: 2012·2013 LLA Allocation Table of t~e Plan Guidelines. 8. Funds. allo~ted from each f.iseal year may be expended ·er encumbered without reg~rd to fiscal year pursu~nt to each year's .budget authority; . .., . C. Any requirement of performance by the CDPH and the LLA for the period subsequent to June 30, 2014 will b~ dependent upon the availability of future appropriations.

6.

·Payment for Performance of Deliverables

The !-LA.l1,nders(ands and agrees that all deliverables as specified in this agreement ·mt.J~t be fully and saJis{ectorily perforrn~d in ord~r to receive the maximum amount payable idf;tntified in Paragrap~ p.A., ~bov~. TJie l.LA egrees that if CDPH-determines that any
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Exhibit B Budget Detail and Payment Provisions 8. Where a deliverable is only partially performed: CDPH shall ascertain what percentage of the deliverable was performed. CDPH shall calculate the pro rata share of the partially performed portion by utilizing the percentage values specified in the Scope of Work for each deliverable and reducing the maximum amount payable by deducting the percentage value of the nonperformed portion of the deliverable from any sum due the LL.A. If the reduction exceeds the sum due the LLA, the LLA shall pay such amount back to CDPH upon demand. The Ll.,.A agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA. C. Where a deliverable is not performed at a level of quality/satisfaction: CDPH shall determine whether standard defiverabfe requirements were satisfactorily met in accordance with the activities, timefines and tracking measures as detailed in the scope of work, the terms, conditions and exhibits of this agreement; and "Tell Your Story: Guidelines for Preparing a Complete, High Quality Final Evaluation Report.· If requirements are not met, CDPH shaUascertain what percentage of the deliverable was not performed satisfactorily, calculate the pro rata share of that portion by utilizing the percentage ·values specified in the Scope of Work for each deliverable and reduce the maximum-amount payable by deducting the· percentage value of that portion from any sum due the LLA to the degree that the sum due the LL.A meets or exceeds the reduction. If the reduction exceeds the sum due the LLA, the LLA shall pay such amount back to COPH upon demand. The LLA agrees that such deductions to sums due to the LLA are offsets and no further amount shall be due to the LLA.

7.

Trust Account and Expenditure Provisions A. The annual allocation to the LLA shall be deposited into an interest~bearing, insured trust account.

B. The annual allocation and any interest earned on the allocation funds from the Tobacco Control Program funds shall be retained in the Lt.A's Tobacco Control Program trust account and shall be spent only to accomplish the goals and objectives outlined and identified in the approved Plan. The LL.A shall not divert these funds to cover costs or expenses not specifically included in the Plan.

c. 8.

The LL.A shall not divert, freeze, restrict, or prevent the use of these funds, in whole or in part, for purposes other than conducting the activities described in the approved Plan.

Recovery of Overpayments

A. LLA agrees that cost reports based upon a contractual agreement or an audit finding and/or an audit finding that is appealed and upheld, will be recovered by the CDPH by one of the following options: 1) LL.A's remittance to the CDPH of the full amount of the audit exception within 30 days following the CDPH's request for repayment; 2) A repayment schedule which is agreeable to both the CDPH and the LL.A.

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ExhibJt B B~dget

Detail and Payment Provision s

8. The CDPH reserves the right to select which option will be em ployed and the LLA will be notified by the CDPH in writing of the claim procedure to be u tilized. C. Interest on the unpaid balance. of the audit finding or debt will accrue at a rate equal to the monthly ~verage of the rate re®.ived on investments in.the Poored Money Investment Fund commencing on.,the date that an ~udit or examination finding is mailed to the LLA1 beginning 3() days after LLA'~ receipt of the COPH's demand for payment. D. If the LLA ha~ filed a valid appeal regarding the report of audit findings, recovery of the overpayments will be deferred until a finaJ administrative decision on the appeal has been reached. If the LLA loses the final administrative appeal, LLA shall repay, to the CDPH, the over-claimed or disallowed expen.ses, plus accrued interest. Interest acerues from the LLA's first receipt of the CDPH's notice requesting reimbursement of questioned audit costs or disallowed expenses.

9.

Interest Earned . < . A. loter~st accruing from prospective. payments shall be utili.zed by the LLA for·activities approved by tne. CDPH and sha.11 be usec;f only to m~et the goals and objectives identified in the LLA's approved Plan, to qefr~y costs incurred by the program, to measurably.expi:1nd the program, or to improve the quality of services above the level of services already funded under this agreement. B. The LLA shall maintain adequate documentation of the receipt and use of such interest, and shall provide this documentation to the CDPH in the biannual Cost Reports. The LLA agrees to return to the CDPH any unexpended interest remaining in the account, if funding authority for this program expires, or the agreement is terminated, to the address specified in provision 2.b above, within ninety (90} days fr.q,m th.e expiration date. C. The words ~unexpended Tobacco Control Program Interest" and the agreement number shall be written on the face of the check or warrant that the LLA has issued to return unexpended interest.

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ExhibitC Additional Provisions 1.

Additional Incorporated Exhibits The attached Exhibit D(S) entitled "Special Terms and Conditions,· consisting .of eighteen (18) pages, is incorporated and made a part of this agreement by this reference, except for provisions 1, 2, 3, 4, 9, 13, 15, 19 and 20. The term contractor shall mean Local Lead Agency. The Local Lead Agency Administrative and Policy Manual and any subsequent updates are incorporated herein and made a part of this agreement by this reference. This manual will be updated periodically. The COPH shall provide the LLA with a copy of the Local Lead Agency Administrative and Policy Manual and periodic updates thereto. The Online Tobacco Information System (OTIS) scope of work (SOW) and Budget Justification are incorporated into this agreement by this reference.

Agreement Alterations

2.

No alteration or variation of the terms of this agreement shall be valid unless made in writing by Program Letter; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. This does not prohibit the parties from agreeing in writing to revisions in the LLA's Plan, providing such revisions are made in accordance with the requirements prescribed by the CDPH.

3.

Cancellation/Termination The State may terminate this agreement and be relieved of any payments should the LLA fail to perform the requirements of this agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the LLA under this agreement and the balance, if any, shall be paid to the LLA upon demand. A

This agreement may be cancelled by CDPH without cause upon 30 calendar days advance written notice to the LLA.

B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The LLA may submit a written request to terminate this agreement only if CDPH substantially fails to perform its responsibilities as provided herein. C. The term "for cause· shall mean that the LLA fails to meet the terms, conditions, and/or responsibilities of this agreement. Causes for termination include, but are not limited to, the following occurrences: 1) If the LLA knowingly furnishes any statement, representation, warranty, or certification in

connection with the agreement, which representation is materially false, deceptive, incorrect, or incomplete. 2) If the LLA fails to perform any material requirement of this agreement or defaults in performance of this agreement.

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fxhibitC Additional Provisions 3) If the LLA files for bankruptcy, or if CDPH determines that the LLA becomes financially incapable of completing this agreement. D. Agreement termination or cancellation shall be effective as of the date indicated in CDPH's notification to .the_LLA, The notice shall -stipulate any final performanee, invoicing·<:Jr payment requirements.

E. Upon reeeipt of a notice of termination or cancellation, the LL.A shall take immediate steps to stop performance and to caneel or reduce subsequent agreement costs. F. Jn the event of early termination or cancellation, the LLA shall be entitled to compensation

for ~rvi.ces performed satisfactorily under this agreement and expenses incur-red.up to the date of cancellation and any non-cancelable obligations incurred in support ·of this agreement.

G. In the event of termination, and at the request of CDPH, the LLA shall furnish copies of all proposals, specifications, designs, procedures, layouts, copy, and other materials related to the servic;es or deliverables provided under this agreement, whether finished or in progress on the termination date. · H. The LLA will not be entitled to reimbursement for any expenses incurred for° services and deliverables pursuant to this agreement after the effective date of termination. I.

Upon receipt of notification of termination of this agreement, and except as otherwise specified by CDPH, the LLA shall: 1) Place no further order or subcontracts for materials, services,. or facilities.

2} Settle ~U outstanding liabilities and all claims arising out of such termination of orders and subcontracts. 3) Upon the effective date of termination of the agreement and the payment· by CDPH of all items properly chargeable to CDPH hereunder, LLA shall transfer, assign and make available to CDPH all property and materials belonging to CDPH, all rights and claims to any arid ~II reservations~ co"tracts, and arrangements with owners Of media/PR materials, or others, and shall.mak~ available to.CDPH all written infOrmation··r'egarding COPH's media/PR materials, and no extra compensation is to be paid to LLA for its ~rvices.

4) Take such action as may be necessary, or as CDPH may specify, to protect and preserve any property related to this agreement which is in the possession of the LLA and in which CDPH has or may acq~ire an interest

J. CDPH m·ay, at its discretion, require the LLA to cease performance of certain components of the Scope of Work as designated by CDPH and complete performance of other components prior to the termination date of the agreement.

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ExhibitC Additional Provisions

4.

Avoidance of Conflicts of Interest by the LLA

A

CDPH intends to avoid any real or apparent G<>nflict of interest on. the part of the LLA, subcontractors, or employees, officers and directors of the L LA or subcontractors. Thus, CDPH reserves the right to determine, at its sole discretion, whether any information, assertion or claim received from any source indicates the existence of a reai or apparent conflict of interest; and, if a conflict is found to exist, to require .the LLA to submit additional information or a plan for resolving the conflict, subject to CDPH review and prior approval.

B. Conflicts of interest include, but are not limited to: 1) An instance where the LLA or any of its subcontractors, or any employee, officer, or director of the LlA or any subcontractor has an interest, financial or otherwise, whereby the use or disclosure of information obtained while performing services under the agreement would allow for private or personal benefit or for any purpose that is contrary to the goals and objectives of the agreement. 2) An instance where the LLA's or any subcontractor's employees, officers, or directors use their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business or other ties.

C. If CDPH is or becomes aware of a known or suspected conflict of interest, the LLA will be given an opportunity to submit additional information or to resolve the conflict. A LLA with a suspected conflict of interest will have five (5) working days from the date of notification of the conflict by CDPH to provide complete information regarding the suspected conflict. If a conflict of interest is determined to exist by CDPH and cannot be resolved to the satisfaction of CDPH, the conflict will be grounds for terminating the agreement. CDPH may, at its discretion upon receipt of a written request from the LLA, authorize an extension of the timeline indicated herein.

5.

Intellectual Property Rights· The provisions of paragraph 8 a., Intellectual Property Rights, Ownership, of Exhibit 0(5), "Special Terms and Conditions," are supplemented by the following paragraphs.

A LLA shall grant to CDPH, as permitted in California Civil Code, Section 982, ownership in any original work of authorship created, provided, or produced under this agreement that is not fixed in any tangible medium of expression.

B. If the LLA enters into any agreement or subcontract with another party in order to perform this agreement, LLA shall require the subcontractor to grant CDPH ownership in any original work or authorship created, provided, or produced by the subcontractor, LLA or CDPH under this agreement that is not fixed in any tangible medium of expression, as permitted under California Civil Code Section 982. C. CDPH, as the sole owner, may use deliverables developed as part of this agreement for future tobacco control efforts. Local Lead Agency Guidelines California Tobacco Control Program California Department of Public Health

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6.

Acknowledgement of State Participation and Helpline Reference The provisions of paragraph 8.c., Intellectual Property Rights, Copyright, of Exhibit O(S) are by the following .paragraphs.

supplement~

A The LL.A sh~ll acknowledge the financial support of State ·f unds whenever ariy findings, data, and materials deve.l oped pursuant to this agreement are published or whenever the

LLA creates a product (e.g. , brochure, a film, videotape, manual, bdok, pamphlet-. training guide, poster, curriculum, etc.) pursuant to this agreement, in the following manner: © [current year]. California Department qt Public Health. Funded under contract# CTCP 13-XX."

B. Informational materials Jnduding, but not limited to, brochures, pamphlets, posters, curriculum, training g_uides, etc., that are developed under this agreement, shall include the California ~mokers' Helpline toll-free telephone number unless granted a written exemption from such requirement by CDPH.

7.

Subcontractor Requirements A. As used in this agreement, the term "subcontractor" means any individual or entity that enters into any subcontract with the LL.A for performance of any part of this agreement. 8 . The LLA agrees that it is responsible for the performance of all requirements under this agreement even if such performance is carried out by a subcontractor. C. For subcontracts (i.e., written agreement between the LLA and a subcontractqr), CDPH elects to waive the right of prior review and written approval. D. The LLA agrees that a.II subcontract agreements entered into for performance under this agreement shall be in writing and shall include a provision requiring the subcontractor to comply with the terms and conditions of the LLA's policy and procedure regarding procurement of services performed through a subcontract.

E. The subcontract documentation is to be retained by the LL.A and the CDPH retains the right to requ,~st _subcontract documentation and any other records or files regarding subc0ntract and consultant serv"ices.

F. The CDPH assumes no responsibility for the payment of subcontractors used in the performance of the agreement. LLA accepts sole responsibility for the payment of subcontractors used in the performance of this agreement. G. The LLA shall notify the CDPH, in the form and format prescribed by the CDPH, when the LL.A enterS into ~ new subcontract or consultant agreement or terminates or replaces a subcontract or consultant agr•ment.

8.

Lobbying and Political Activities A

The LLA shall not use funds for this agreement to support lobbying activities. Lobbying, for the purposes of this agreement, is defined as any explicit attempt to promote a "yes" or "no"

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ExhibitC Additional Provisions vote on a specific piece of legislation, local ordinance, or ballot measure, through any oral, written, or other form of communication. 8. The LLA shall not use funds for this agreement to promote any candidate for an elective public office.

9.

Elected Officials No funds, pursuant to this agreement, shall be used to feature in any manner the image or voice of any elected public official or candidate for elected office, or directly present the views of any elected public official or candidate for elected office.

1 O.

Confidentiality of Information The provisions of paragraph 10, Confidentiality of Information, in Exhibit D(S), "Special Terms and Conditions," are supplemented by the following paragraphs.

A All financial, statistical, personal, technical, and other data and information relating to CDPH operations which are designated confidential by CDPH or developed by the LLA and deemed confidential by CDPH, shall be protected by the LLA from unauthorized use·and disclosure, subject to the requirements of State and federal law. Jf the methods and procedures employed by the LLA for the protection of the LLA's data and information are deemed by CDPH to be adequate for the protection of the confidential information, such methods and procedures may be used to carry out the intent of this paragraph. If the methods and procedures employed by the LLA are deemed by CDPH to be inadequate, CDPH, in cooperation with the LLA, will specify the procedures to be followed.

B. The LLA and aff subcontractors shall immediately notify the CDPH Procurement Manager of any request from a third party for disclosure of any information relating to this agreement, including, but not limited to, subpoena, deposition proceedings, court order or other legal action. Unless the CDPH Procurement Manager authorizes the disclosure of the information in writing, the LLA and all subcontractors shall use every means, to the maximum extent permitted by law and at no cost to CDPH, to protect the information from disclosure.

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Eachlblt D(S)

Special Terms and Conditions (For State fUnded subvention. JOC81 assistance and direct servioe oontrects and grent ag~)

The use of headings or title6 thfOvghol.t this exhibit 16 fOr convenience only and ~hall interpret Of govern ttie.meaning of any spedftc term or condition.

not ~ tised to

The terms 'Wrtrect", ''Conlractor" ahd "SuboontractQr" &hllll afep mean, ''agreernent•, •igrent'', •grant agreement", "Grantee~ and "Subgrantee" mpectively. The terms "California Department of POOliO Health" and "CDPH• 11tian have the SalnCl muni119 and refBrto the C8tifornia state agenoy that is a party to ttW8 Agreemert

Tm exhibit contelns proviSiom ttEt require strlct adherence to vanou& oontrectirg laws and policies. Some provisions herein are conditional and only apply if specified conani~ns eXist (i.~.• agieement t
fndex of &pedal Terms and Conditions 1.

Travel and Per Diem ~lmbursement

2. Procurement Rule$ 3. Equipmert C>.vnerihip /.Inventory I Disposition "1. Subcontract Requirement& 5.

Income Reetrlctione

6.

Audit and Record Retention

7.

Site Inspection

8.

Intellectual Property Rights

9.

Prior Appro~.1 f! Training Semlnairs, Workshops, or Confefe~s

10.

Co~~~of lrtormatiOn

11 .

Documer"G, Plbllcatiolis end W"iUen ReporU;

12.

Dispt.lte Rffolu1k>n Plocess

13;

FinanGial and Compliance AUdit Requirements

14.

~ Requ!rements

15.

Payment Wlthholds

16. Performance Evaluation 17. OITicial$ Not to Beneft 19.

Four·Oigit De.le ~ianoe LJnion OrganJzing

20.

Cor(tact Uniformity (Fringe Benefit Alfowabllity)

18.

21. Prolllbited Uee of State Fl,lllda tor scttware

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Exhibit D(8) 1. Travel and Per Diem Reimbllrsement (Applleable If travel and/or per diem expenseG are reimbur6ed With cortract fU'lc:fl;.) Reimbursemem tor travel al"d per diem expen6e$ from uie Califoma Department of Public Heallh (COPH) under this Agreement shall, unlea othe!Wlse speoif"ied in thl$ AQreemert, be at the rates currently in effect, as established DI the CelifOmla Department of Personnel Aclmlnistratlon (CPA), for nonrepresented state el11>!0Yff8 aa stipulated In COFH's Travel RelmbunH~meri lnformatton ex~. If the OPA rates mange during the term Of the Agreement, the new rates nil apply upoo their effective date and no amendment to this Agreement shaH be necessary. Excepttone to DPA rates may be api:nwed tiv CDPH upon the StJbmiS$IOn Cl a Slatement bv the Cortr.;totor Indicating that sucfl rates are not available to the COroactor. No tra\181 outside the State of catifomia shall be reirrtiursed without prior aWIOrization from COPH. Verbal etlhOrlzatibn should be confirmed in wlitlng. Witten authorization may be in a form lnclllding fax or email confirmation.

Z Procurefl1ent Rules (Applloable to all agreements in which equlixnent, property, commodities amtor supplies are furnished by COPH or expe~es for said Items are reirrbur&e!:I with &tate fOnds.)

a. Equlpmctnt definitions Wherever the term equipment ancVor propeny is used, the folloWfng definitions &flan ~y;

er

(1) Major equipment A tangible or inta~ible llem hav~ 8 base unit CXl$l of !MQO !!!!!I with a ore expectancy of one (1) year or mc.>re and le either fLl'nish~ by COPH or the cos! is relmbUrsed throt.JS!h tills Agreement Software end videos are examp:!es of fntangibie items that meet this definition.

(2) Minor equipment/property A tangible Item having a base unit oost of M lbiQ 15.QQP with a life expectancy of one (1) year or more and is either fwnished by COPH reimbul88d thr'oU9h this Agreement.

Ot

the

cost

is

b. Governmel'lt •ncl public entities Qock.dng state colleges.luniversitles. end aU>dllary organiZetiC>r1'), whether acting as e eoroaotor and/Ot 11Ubeontractor, ITlllY ell cornmoctiUes, ~!es, equq:ment and servlceG related to 6t.Ch purcha6e8 1hat are requl-red in pelformence d this Agieemert. Seid procurements are aJbjed to Paragraph& d through h of Provision 2. Paragraph c ot Provision 2 Shall also awiy. If equipl)ert purohases are delegated to subcontractors that are nonprofit organizations or oormiell:~I businesses.

"°'"

c. Nonprofit oraanirlltions lllld commercilll bustnesses, whether aoting as a .oortraator and'or SUbcontractor, may eecure corrunoditiee, aupplies, equipment and ae!Vioes related to such

purehasef for pelformance uncter riliS ,4,Qi'eement.

(1) Equipment purctiaeee etw.JI not exceed $50,000 ann1.1aily.

To secin equipment above the amuat r:naxl111.1m Nmit of $50,000, the Conlractor &hall make through the eppropriate COPH Program Contr-=t Manager, to have all remaining equipment purchaeed throU9fl COPH's P\Jrchaslng Unit. The oo&t of equipment purchased by or through COPH shall be ·dectlcted ~m lhe fund6 available in Ihle Agreement Cort'actor wP $1Jbmit to tne CDPH Proaram Contract Manager a li$t of equipment specifications for those items that the State must. Jll09Yre- The State may ,pay the venct>r direotly for aich anallJ9d equipment purche&es end title to the equipment will remain wllh CDPH. The e~pment will tJe delivefed fO the Contractot• a~. 11& sb.lted on the face of the Agreement, unleSs the Contnic=r notifies the CCFH Program COn1raet Manager, In writing, of an alternate delivery addre6$. ana~m

(2) All equipment puroha&n are wbfed to Paragaphs d through h of Pro\'lslon 2. Par.graph b Provision 2 shall also apply, If equipment purchaees are delegated to subcontractors that are eiltler a government or publiC entity.

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(3) Nonprofit organizations and oommerolal bUSineBSes, shell use • procurement system thal meet$ the following standar~: (a) Maintain a code or standatt1 of oorlduct that shaU govern the performance of i1$ officers, emplo~ or agents ~ed in awarding proourermnt contracts. No emJ*>yee, officier, or agent Sh$11 ~pate in ttie seleQllon, award. or acminiSt~JQl'I of a procuremert contract In wtlloh, to hiS or her kno\vledge, he or she has a flnanolal interest.

(b)

Prociftmenis

&hall be

oondvcted In .• mamer that pn;Mdee, to the maximum extent

practical, open, and free colJ'IPetifion. (c) Procurements Shall be oondu~ in a manner that prO\lides for an Of the fo/lowirQ: [1] Avol.d pwchaslng UMeOe$$arY or dupl~te items.

{2] Equipment soldatioris $hall be based upon a clear end accurate de6criplion of the teotmieal reqlli~em d the gopds to be procured. ·

(SJ Take po61tive stepa to ~Ille amatl anit veteran ow.nee! tJusineMS. d. · Unless waived or otherwise &tlpUated in writ~ by CDPH, prior written authorization from the appropriate COPl-i Pr09Jllm Contract Ma.nager wtll be sequlred before the Contraotc;>t wlll be reimbursed for any purdm8 Of $5,000 or more for commodities, wpplies, equipment, and servloes relalled to such pun:hages. The ~~ator must proYide in lt111 re(!UeSt tor auttlorizatlon

all ·i:ertleulars ne~ry. as speolfied bf qDPH. fpr eva~ting tile ~$$fly or desirablflly of inourring suoh oosta. Tlll;l term "purchase" exciudes the pix.chase of sfJl\'ioes from a

subcontractor aild pliblic IAillty eerW:es at rates established for umomi a~ility to the general public.

e. In special cirCl.Jl)$f8nces, detemlined by COPH (e.g., \Nhen COPH has e need to monitor certain purchases, elo.), CDPH mF1f require prior written authorization anc1/or ttle st.tt>ml&8ion or paid vendor receipts for any purchase, mgaldes$ of dollar amount. CDPH reserves the right to either def¥ claims for Miml:IUf&en'ent or to request re~ for ,any_Contractor: anQ'or st.tx:ontractor purchase that COPH determ!nes to be ~ in canyfng out pelformanc:e urJdet this

Agreement f.

The Contractor and/or suboontraCtor must maintain a oopy or naflJltive
proeurement 8Y*m. guidel~ rulea, or rtig~atione that will ti'! ~- to mtJ.cB p.tXchlises uncleJ this Agreement The State reeerves the right 10 reql,leSf a OOPf or these do~rnem encl lo inspect the purchasl!ll prsctJces of the C.Ontra~r anct'or ;QJoont,actQr at any time.

g. For 111 p~s. tho Co11traetor ancf/Qr ~ractor muet mainain copies or all paid vendor Invoices, doo1111&nts, bids and other irrforrndon used In vendor selectlon, fOr inspedlon or eudt JU&tificattons suppottlrg the •b&enct ct bidding (i.e., ~ p..ircheee•) Shan 1!50 be maintained on file 11/ the Contnilclor andtc>r sObcoritractor for inspection or aldt.

•*-

h. COPH ·may, with cause (e.g., with ~t\\ble ~ qt urineoessaiy purchases or use Of . inappro¢ate suchase pf80lloe$, ero.). withhold, Cianoe!, "*1ify, Qr retract the delegated pllCha&e au_thOJitY gl'8nted uOOet' Pa~gijiphs b ardor c of Proviakin 2 11,' g!V~ the Q:mtractor no tess than 30 oalendar day& written ll(Jtiee. ·

i. EquJpmNtt Ownersllip t ln~l Oitf*ition (Applicable to agreements in ~ctre(ti.iiprr»nt 11ndlor pre>perty is fuml$he
a. Wherever the terms equipment and/Or property ere u.sed in PrO\li&lon 3, the detntion6 ln PfoviSion 2, Paragraph a, ih811 a~.

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Exhibit D(S) Un1'65 otherwise $tlpula~ In.this Agreement, all equpment art
(1) COPH requires the reporting, taggi~ and anrual inventoryirg of au. eqlipment andfor property that is fumi$hed by COflH or purcheeedfreimblned wlth funds Provided throl.IQh this

Agreemert

Upon receipt Qf equipmert and/Or property, 1he contractor shall report the re.ceiJ)t to the COPH Program Contiact M~n1,ger. To teport the receipt of sai
toe

Contiact Mal'la98f'.

(2) If the Conlnilofor enters into an agreement with a term of more than twelve months, the Cortrac:tor shal submit an annual invertory a ·state equipment anrl/or pr~ to the CDPH Program Contraot Manager 1.15lng a form or format de$ignated by COPH's Asset Managemert Unit If an I~ report form ~.e.• lrwenloryJDisposltion of CDPJ-t..Funded Equipment) does not eecompatTf this Ag.-eement, Cortractor 1thaR request a Cl)fil from the COPH Program COOraet Manager. Contractor &halt (a) Inell.Ide In the lnve!'llory report, equipment and/or property in !he Oonttactors po$5ession ardor in the posseaion of a suboonbector (inotuding independent oohtii.illants). (b) SUbmll the irwenlPJY report to COPH acootdi~ to the instrudione appearil'G on the form or Issued by 1he COPH Program Col11act Manager.

(c)

Contact the COPH Program comaet Manager to learn how IQ remcwe, trade-in. sell, transfer or survey Off; from fhe Inventory report, expired equipment 11nd/Or property that ls no longer warned, usal:ile or ha& paseed 11$ life expectancy. 11'1'tnlctioiia Wiil be $Uppliect by COPH's As$et Management Unit.

b. Title to $'late equipment afl!f/Or property &hllU not be affected by it$ incorpo~lion cir attachment to any property not owned by the state.

o. Unless otherwise stipulatePH shall be under no obligation to pay the COGt or ,_.oratlon, or rehabilitation of the Contractor's arrJ/or Subconlrador's faciRty wtilch rrn,y · be affected q,- the removal of arr,' etate equipnel't and/or property~

cf. The Cont111ctor andlor SUbcortractor shaft maintain anti administer a sound business program for ensuring the proper UM, miintenallCe, rspalr, protectk>n, inluranoe and P1119ervatiol'l Of state equipment anc:Vor property. (1) In admtnl&terl~ this provi&ion, COPH ~ fequire the Corirllctot ahd/Qr Sutx:Ontrtc:tor to repair or replaee. to COPH'8 satisfaction, ~ damaged, lo&t or stoleri state equ;p-nent andfDr ~rty. In the eVent d state equlpnent and/or propeity theft, Contlactor aM'or &t>cormactor Shall lmmediatefy file a tteft report with the appropriate police agency or the California HigtrNay Patrol and Codtaolor shall prort'lfXIY submit one COP'/ ct the theft report to the COPH ProgJam Contract Mena~.

e. Unless otherwise stlpulaCed by the program tundlng lhlS Agreement, eqUipment end/or property pt.«Chaeedlleimbtned with agreernl)ri funds or tumlehed by a>PH under tf'!9 terms of this AQA!!«1'Mtnt. .ria~ only t>e l."9d fOrperfonnanc;e of tti• ~ or ar.;,ttie; CDl'+f IQreemen.

t. \Wlin •ixlV (60) calenaar da\'$ prior to !he !Mnination or ericr of U)i& Agreement, the Cormctor sheR proyide a fol inventory report of equipnent ancUor property tD the COPH. Program eontract Manager and ehafl, at that time, que!y COPH u to the requirements, ltlCluding the manoer and method, of retum1111 Gtate equipmeri and/Qr property to COPH. FINI c:liapO<lon of equl~ and'or property shaH be at COPH expense end accolding to COPH instndona. Equipned

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.Exhibit D(8) anG'or property disposition in$1ruotlona.shaH be Issued by COFtl immediately after receipt of the final inventory refX>(l N.. the termin&tiDO or oonclu&IOn d this Agreement. COPH may at Its dscretion, euthorile ~ continued. use of state equipment and/or ·property: for performance d wort< under e dlfferer4 CDPH agreement.

g,

.Motor Vehldes (Applicable only if motor vehlcle8 are pu~mbursed with agreement funds or flJrnilihed by

.

COPH under this ~mn.~

(1) ·If ro~r V$hlcfes .~ punma~mbutsed wilh agreemert.funds or tumished 11f CDPH uiJder lhe term6.ri Ihle Agreement, within thirty (30) calendar days prior to the termination or end of this Agree~nt. the Contractor and/Or &bconlraetor shall rewm such vehicles to COPH and shaft deliver all necessary documents d title or -regiStration to ereble the proper transfer of a marketatm title to COPH (2) If molor vehJcles . are purohasedlrelmblned wilh agreement funds or furnished by CDPH ~r the terms ~. th~ ~~ent. tie State t:J C1allfomla shall be the leg&! owner of said . motor vehlcle11 and the Contractor Shall lle the reg;sterecfowner. The CQnlraetot andfor a &Ubcomactor may only use 6!Sid vehicle& tor pertonnanoe and under the tenns or this Agreement. (3) The .pootnictor and/Qr Subcontractor agr" ttlal 8U operator$ ~ motor vetkles, purc~6ed'reirnb!iSed wlttl agreement fundS or fll!llshed· f1t' CDPH under the terms of lhl& Agteerilent, ~II hold a valid State of California driver's license. In the event that ten or more ~ers are f9 be t111nspo~d In lit'¥ one vehicle, the operator $haff aieo hold a State d Clfifomia Class B driVer'~ licen6e.

(4) If Sl'ff m¢or vehicle ia pu-a1'18sedhelrnbi.ned wtth ageement funds or fumiahed t>,t COPH Ulldttr the terms ofthi$ Agreement. the Contractor and/or Subcontractor, as eppllcable, shall provl~ maintain, a.nd certify tha~ at a minimum, the tolloWlng type and amount of automobile lfabllity insurance is in effect during the term of thi$ Agreei'nenl or any pertod Qf oontract extension durill) which any vehicle remains in the Contractor's 81ld/Or Subcoliractor's ~oo:

Automobile Liability lnSUJ'ahce (a) The Contractor, by signilliJ thiS Agreement. hereb'f oerti1ies that It poS81!S$e6 er will obtain automotile Dabinty Insurance in the an:iount of $1,000,000 per occunence for bodi!y l!lury anel property damage comblned. Said 1118uranoe must be obtained and made effective upon :~ c1e11veiv date Of •ITf mDklr vehiOle, purchasedlrelmbU!Md witti agieemert fund6 or f~ed by (X>PH under the terms d this ~reemert, to lhe COntiactor 11ncllor S\i)Qontraotor. · ·

(P) T~. C
The OOntractor and/or SLlbcorCractor fig~ that bOdilV Injury and propedy damage llabll/ly ln&uance, ee required herein, anall remain In effect at •I tlmee dunng the term of thl$ Agreement OT ~rtU ~time •the motor vehicle ii returned toCOPH. ·

(a} T~ 90rtra~or enO'« ~a~r..agree to provide, at le'est lhlrty (3D) days prior to the &'Jr oontinuatiotl thereof, or for a period d rd ie.s than one {1) ~er.

cow

(e) The Contractor

ancvor Slbco~OI', f note self-insul9d govemmeni and/or public entity, .... ,d1t

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Exhibit D(S) eotily, ~ provide evidence, that atPf required c:ertificates C'Jf insurance conlaln the f<>llowing provisions: {1J The tnsurer will t¥>t cancel the inst6ed's coverage wlthC>ut gi~ thirty (30) calendat days prior written nolioe to the State (califomia Department of Public Heilllh).

12) The State of California, ns 01fice1S, agent&, etllJJOyee$, and sef\18nl6 are int:!Uded as additional Insureds, but only with respeet to work perf9fl'Tled f« the stete under this A~eement and any extension or cortinuatlon of this Agreemerit. {3] The Insurance earlier shan·notify the oa11romia Department of Ptt>lic Health (CDPH), in writing, of the Contractor& failtJre to ptemill1'$; its canoelllitlon of &uch polloles; or any other aub8tartia1 chali}e, incltJdin{I. but not limited to, the status, coverage, or ~ d the required insurame. Such ~ gtiaa contain a reference to each agreement number for whlol'I the inSuranoe wa$ olllaine
pay

(f) The ContractQr andlor sutx:orimctor Is here!:¥ advised that copiea of celflflcates cA insurance may be 8Ubjeet to rev~ and awroval by the Department or General Service$ (DGS), of Risk and Insurance Mana.Qement. The Contreotor sha~ be notJied by COPH, in writl11J, if th1' provi'lon i8 epplica~ to thla Agteement. If OGS approval of the certifiQElte of insurance i6 required, the Contractor ~greeEi that no work or eervioes shl:IU be performed prior to obtalni~ said apj:)IOVal.

omoe

(g) In the event the Contracior ancVor Sutx:ontractor fails to keep insurance cover•, as required herein, in effect at all 1imes·d0ring vehide po~ion, CDPH may, in addtion to

any other remedies It may have, terminate this Agreement upon the occurrence d such

event.

.c. Subcontract Requirements {AJ:pllcable to agreements under whleh servioes are to be performed by ~ubQontraclOI$ including independent consultam.) a. Prior wr'llten authoriZation wlJI be required before the Contractor enters into a ie reimburaed fof any suboontract for service$ costing $5,000 or mere. · Exoefl a& indieated In Paragrai:ti a(3) herein, whun securing sut>oonttacts for services e>
(1) The Contractor must proVfde In itS request for al.thonz.atlon, all Information ne<:e$Sary for eva 1uat1119 the nee8$Slty or deeilabilily of 1ncUrrio9 $1.JCh ccst (2) The State may identify the irtormation neede'd to fl.fill this requirement. (3) SUbcOntracts performed ~ the roltowi'l} eliitie& or for 1he service types listed below 8f8 exempt from the addlnQ and sole IS()Un;e jUfltffic:alion requiremenls:

(a) A local governmental entity or the fedetal government, (b) A Slate college or univer<y from ariy State, (~) A Joint Pt)we1$ Althol'ily. . . (d) An auxiliary

organization of a Callfomlil state University or a Callfornla community

college, (e) A founclltion orgarrzed to support the Soard d Governors of the California Community College$, (t) AA auxlliary organiZatlOn d the student Ald Corrmis6lon established under Eduoatkln Code§ 69522, (9) Entilie$ of 11ny type that wiU provide subvertion aid or dired seMcf!s to the pu~ic, (h) Entltle$ a~r selvioe type& identified as exe171ll from ~sing in State Ccff'aating Manual 5.80. View thil pt.ttlioation at the followirfJ lliemet eddren:

tetP'llnw o1s dgs ca.gqytQzntmot+Maru@IKfhagters4thro!Q!JC Jim

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khlblt D(S) b. CDPH reserves the right to approve or disawrove the selecllon Qt subcOmaators and with actvanoe written notice, require the Slbstitution of ~cforg and require the Contractor to

terminate Gllbcontracta ente~ Jrto In.support

or thft AQreemelt.

(1) Upcm ~~ of Ei written notice from COPH requir~ the Slbititut~on and/or termination of a slboontract, Che CortractQr &haN take step$ to ensure the completion of &rtf work In ~ Ind seleQt a ~piacemern, If sppllcable, within 30 calendar days, unless a longer period ia agreed tQ by CQPl-f. c. Actual ~lblootracts (I.e., wrltt~•J ~g~ l)etween the Contractor and a subcontractor) ct $5,00(l or mere are fiillbjeclto ttie P,lor review and written apf)KNal of COPl'i. (I)PH may, at ~ discretion, elect to waive this fi9t1t. All suchwa~ Shal ~confirmed tn writing by COPH.

d. COl'ir.\lctor 6hall manaln a (X)py of $Och ~ entered· tnto in s.upport d this ~reemm and shall, upon request by CDPH, make copies avail®'e for approval, irlSpection,·or audit.

e. CDPH a$$umes no rei?ponslblUty !Qr ~ payment Clf supoort~ctors used in the pelforrnaooe Of the Agreement. Contractor accepts sole ~pof)SlbUlty for the payment of suboortractOIS used In the peifon'nenee of thl• Agreement: · f.

The ContR1ctor is responsible for 811 performance . requirements U'lder this Agreement even thol.19h performance may be earned out ttfough ~ subcontract.

g. The Contrai;tor mall ensure that atl suboon_tracl5 for serv~ inclUde pr0Vi8ic>n{s} requiring compliance with applicable te~ ancl conditions~ in this Agreement. h. The Corirac:tor agrees to include the following claUie, relevant to record rete~ion, in all

S!Jboontract!; tor Gei'vi0e$:

'lSubCDfltractcr ~) ~rees to maintain and preserve, until. three years after termination d ~ Number) and final f)ilyment from COPH to the Contractor, to permit CDPH or any duly authoriZed represematlve, to have ecoess to, examine or aucllt art( pelti~nt ~
recotds."

.

i

Unless otherwise stfpulafed in writing by CDPH, the Contractor shall w the slJboontraotor's sole point of contact for all matters reJa~d to performance.and paylYlf!rt under this Agreement.

J.

Contraotor shell, as appliOilble, a
I. lncoine RHlric:tions UnleG& olherWise $tipula*I in thl5 Agreement, the Con!nlot9t agrees that 1;1ny refunds, rebates, ORtdits, or olher amounts (lncludinD ariy lrtetest theieoo) accruing kl or received by the Contractor under this Agreemert shaP be paid by the Contr8ctor to COPH; to the exteri that they .e property

alloc:able tp ~ rorwhic:h the Contfa()tor ~s beet:' reim.bUrM
,_l:Ofd Retentton

(Applicable to aoreemen$ CNet s19,000.) cs. The Q>ntractor atl(1loT Subcontractor ~U malriaio .books, ~ doclJmerde, and other ('Vldence, aooourti~ ~ and~ &~to properl)' reflect all direct end Indirect c6sts of whatewr ~ claimed to have been inot.md in lhe perfomlence of this .AQreement, lnch~ing &l"ff ~tehing costs and e>q>en8E!8. The foregoinQ constitute. ''ll!cords" for !he purpoaes

or tm provision.

"9gl 7 al ti

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b. The Contractor's a~r Subcontr8ctol's 1acillty or Olfl08 or &Ult"! part thereof as may bB e~ed In the performance of this Agreemert and his/her reoorcis thal be su~ect .i all reasonable tlmK to ~n. aucfit. and repl"O(J\dton.

c. Q>ntrector agreea that COPH, the Depertmern of General 8ervice8, the Bureau or State Al.JClils, or their de~tiated represel'tatlve$ shall have the ~t to review and to cow any reoorclG end supporting docwner4atlon pertalniftl to the performance of this AQreemerit Contractor agrees to allow the aUditQr(a) acceas to &uch recorda during 11(1m'l81 business hours and to allow interviews Of any employe$$ who might re..sonably ~ve lnfQrmation related to suc;h record&. Futther, the Contrador agrees to Include a slmllar rigtt of the state to audit reoords and intetview s1aff in any $\JbQOntract related-to pelformanoe of this A91"eement. (GC 8546. 7, CCR Tide 2, Sectlol'I 1896). d The Contm®r andfor Suboon!JBctor &haH preserve and make available hi&lher record& (1} for a period of three years from tfle date of tlnal payment under this Agreement; and (2) for $UOh longer period, if BITf, as is required bv applicable statute, by anv other i:invision Of this Agreement, or by ~ragraphs (1) Ct (2) belaw. (1) It this Agr~ment Is completely or partially terminated, the recon::ls relating to the worlc tenninated shall be preserved end made available for e perloa of three yeal'8 from the date

or

l'J1T( resulting final settlement.

(2) If art{ lltf9atk>n, claim, negotiation, a1,1dit, or 01her action tnvolvi~ the records ha& been &taited before ftl8 expiration of the three·year peribd, the recordS shall be reta;ned 16ltil completiOn of the fetlon and re«)fution of au is$ue& which arise tmm it; or lrill 1he end d the regular lhr~ ye~r period, whic:hfNer is IPtet.

e. The CQntractor andlor Subcc.lnlraotor shall comply with the 11bo~ requiremem and be aware d the penalties for violation$ of freuct and for obetruotion or lrwestigallon as set forth In Public Contract Code § 10115.10, ifappJioable.

f.

7. -

The Contractor and/Or Subcontr.ctor may, at ii$ d~retion, folk>Wing receipt of fl~I payment under this ~eement, reduce its accounts, books and records related to this AQreement to microfUm, computer disk, CD ROM, or other dllta ~e medium. Upon ·reques;t bof an authoriZed representalive to inspect, audit or obtain copes or &aid records, the Contractor and/Or s~ntractor must gupply or .make available applieable devices, hardware, andlor sottware nec:e&filllY to view, CC>W ard'or Plint &aid reoon:f&. Applcable devices may lnolUde, but are not . fimlted to, microfilm readers and rriarofilm printers, etc.

Inspection

The State, thrmigh any authOliZed re~, ' - tl'l8 right at all reasonable tiines to ln6peot or otherwl&e evaluate the work performed or being perfonned hereunder lncJUdl!l1 subcontract supporteq ac:tivlties •n<1 the preniieee In whiotl it 16 being perfOrmed. If •rrt ln8pectioi:i or evaluat!Qn i& Olide rl the premi&e11 of the Contractor or Srmcontrletor, the ContraCIDr nu provide and shall re<µre Sutx:ontractors to provide an reasonable faciities and fot ihe safety and convenience of the autf'IOrlzed repreeentatim In 1he pertorma~ their cMies. All irl$f)e0lions and evaluations stall be peiformed in such a manner as wm not unduly delay the work.

or

asSiStance

8. lntllectull Property Ria,_

a. OWnll'lhlp (1) Except Where a:>PH ha& agreed in a signed writing to aooept a lloense, CDPH sh8H be and remain, Without adm the moment d creatiOn, wt:iether or nci jOintfy oonoeived, that are macfe, cxmoefved, derived from, or recUle
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·Edlllllt D(S)

fi91P aoo interest $UOh as: patents, (Whether or not issued) copyngtts. trademarks, service marta!i, applications fQr &l'f/ of the foregoing, inventions, trade ~. trade dress, lop, insignia, oolor combjnations, slogans, moral rights, right of publicity, author's rights, contraet and lcensi~ rights, works, mask worHs, lnclu&lfial design rights, .light-& Of ptiority, knOW now, design flows, methodologies, devices, business processes, developnenta, innovations, good will and an other legal r~ protecting l~ngft:Ae pmj'.Xielary inf~Uon aa exist now and/or here after come ir4o ~xlst~nce, ~an renewa~and extensions, ~st'Ofwhether those rights arise ll'lder the laws of the United states, or any other slate, COlrby or

nav

jurtsdictlon. .. (a) For the.purpo$es of the definitt>n of Intellectual Property, "works" mea,.. a11 llteiary work6, wrtli~s ~nd printed matter illCIOOing the medli.m by Whieh they. me· recorded or reproduced, JtlO!ographs, art work, piclotial and graphic repreeertatlons and woTkli of a similar riature, film, motion piotures, digital imageJ; animation cells, and other audiovlwal works l~IUCllog pQSitlVes and negatives thereof. sound recordln~. tape&. eduaational materials, inlera~ videos and 81'1/ bt~r materials or products created, prodooed, c:onoepluallzed lilnd flx@d In a tlilngible mecfum of expre1Sion. Jt Ir.dudes preliminary end final products and any materials and infonnation developed for the purpose6 d podUeif'l1 those final prodUcts. Works dOes not Include articles submitted to ·peer review or

reference journals .or indepei'MJent researoh prejects.

·

(3) In the performance ot this Agreemert, Coi1111ctor will exercise and utlllze certain of its Intellectual PrQpMy In exl$lence prior to the effective date Of this Agreement In addition, ltlder this Ag!f!ment, COl°l!JEIC'lor rnay access and utilize certain or CDPH'6 Intellectual Pmperty in existe~ prior to thJe ~ectlve date·of this Agreement. ~Ji as otherwise set forth herein, ContraQtor shall not use any Of CDPJ-4'G Intellectual Property now exf&ting or hereBfter existing for any purpoi;es without the prior written permission of COPH Except as otherwise set fOfU:I herein, neilhtr the Contractor nor CDPH shall give any oWnetshlp Interest In or rights to its lntellectull Property to the olher .Party. If duriog file term of this Agreemert, Contractor acce•• any thirO-party 1111elrectuat Property that is licensed to CDPH, Contractor agrees to abide b\' all licel'l6e and cortidenliaflty restlictions applicable to COPH In Uie thlrd-porty's llpense agreernert.

m

(4) Cont~r agr~ to C90P!mlte with. CDPH establishillJ or maintai~ CDPH'6 exclusive right6 In the lr'lfellectual ·Pn:>pi?rty, $nd in assuring COPH'~ sore nght6 against third parties with rewed to ~ Intel~ · Pn>perty. If the Contractor enteJ'S·.Into any agieMlenls or sub<;:ontracta wilh-other J:llrtie& in order to perform this Agreement, Contrecwr ehilJl require the terms d lhe Agreement(e) to include.an lrteJleCtual Property provieions. ·SUPh terms~ inclucte, but ere not Umlted to, the subcontractor asslglilng end agreelrv to assign to COPH all rigtu, title and lnl:e'881 In tntellectual Property mede, oonoelwld, derive
to_.

(5) ~ctorfllther agrees and cooperate with CDPH in atl nta80ha'ble respecl8, and ef<~~ , all ~rnents l!nd, s~*c:t to reasonable. avail8bility, s;ve testirmny all(f:take atr ~t acts ~nably ~ to .acqUire, ..trensfer, maintain, end erforce COPH'$ lrielle9tuaJ ProPettv right$ tlnd intetesl$.

b. Retained 1ti9hts I Ucente Rights ('I) 8«Jept for lntellec:tual Piopetty made, conceived, derived from, or reduced to padice by

·

Cortractor or COPH and wtlich result directly or indlrectiy from this Agreement. COriractor &hall retain title to all of lt6 lnteHeclual Properfy to 1he extert such lrtellecttlal Ptoperty i6 in exiaooe prior to the effe.ctive date Of thi~ Agresmert. Corbactor herebV grants to COPH, without adel,itio,,al c~satiQn, •· :permar-entl no~. rovalV free, :paid-up. woi')dwl~. imwooable, perpetual, noo-termineble icen&e to l.1$e, repnx;Juoe, matxlacture, sell, Offer to sell, lfT1x>rt, 8)(pOrt, modify, pubtlctt and privately dlsplaylperfonn, distribl4e, and diepoee Contractor's lrtelectual Property with the rigttto subl~e tlvot..vh mi.lllpte l&ye1$, for any purpose whaleoever. tQ the .extert it is inoorporated in the Intellectual Property ,,.,..d11

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Exhibit D(S) resulting from thl$ Agreement, unless Contractor 8S6lgns all right$, tlt"1 ancJ intere&t in the ltiellectual Pfopelty as set fofth herein. · (2) Nothirg in this i;rovlsion shall restrlof. limit, or othel'tlise prevent Contractor from using artf ideas, oonoeplti, know·how, methodology or techniques related lo iii performance under this Agr~rit. provlcled that C:Ortractor's U6e does not infringe the peteri, c:oppi~ trade11111rl< ngtts, lloense or other Intellectual Property right$ of COPH or third party, or result In a trea
c.

Ce>pyrfght

(1) Cor4ractor agrees that f<>f purpoHS of copyrighl law, au works [a& defined In Section a, subparagraph (2)(a) of this provision] of author6hlp made by or on behalf of Contractor in connection with Contractor's performance of this Ageement shall be deemed "works made for hfre•_ Contractor further agrees that the WClk of each person cJiliud by Contrador in connection with the performanoe of this Agreemert will be a "work made for hire," whether that person Is an employee r:t Contractor or that person nas entered Into an agreement wilh Con1rec:ior to perform the work. Contractor $hall enter Into a Wlitten agreement wittt BITy' such person that: {J) all work performed for Contractor shall be deemed a "WOtk made for hire• under the Cowrfght Pd and (8) that ~ shaU assign all right, title, and irierest to CDPH to any work product made, conceived, derived from, or reduced to practJoe by Contractor or CDPH and which result dlrecUy or Indirectly from this Agreemel1l (2) All materials, Including, but ~t limited to, vlst.!al work& or text, reprOdwed or disttl01.4ed purauant 1o this Agreement that include lnteffectua! Property made, coooeived, derived from, or reduced to practice l>y Contractor or CDPH and whi'*1 result clrectly or irdrectf't from this Agreem~rt. shall lnolude COPH's notice of copyright, Which 6hall reed Jn 3mm or laiger typeface: 'O [Etter Current Year e.g., 2006. etc.}, CaHfomla Departmert of PIJblic Health. Thi& material may not be reproQu<:ed or diNeminated without ,:rior written permission from the catifomia Department or Public Health." This noti<;e etlould be placed promine'nUy on the materials and set apart from other matter on the page where it eppe818. AUdlo productions shall conte.in a similar i!ludio notice of copyrlgtt.

d. Patent Righi$ Wth respect to inventions made by Contrac:lor in the peifonnarce of this Agreement, which did not result from research and development speciftoelly included in the Ageement'e soope rt work, Contractor hereby grants to CDPH a liOense as desc:ribed under Section b t~ i:rovJsjon for devices or material lncorporatilg. or made through tne use of such Inventions. "such Inventions

or

ra•ult from R!&e&rOh and deVelOpment work specifically Included within the Agreement'$ soope or work, then Contractor agrees to aS8ign to COPH, WithOut additnt compensation, ,11 Its right, title and Interest in and to such Inventions and 1D assist COPH in securing United states and foreign patents With '8$pect thereto.

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· Exltlltlt D(S) &

Thirdohrty lntellectull Property Exoe~ as provided herein, eontractor agrees that 1t$ performanoe of this Agr~ment Shall not be dependent upon or include any Intellectual Property of COntraclw or ti'Ord party without first (i) obtaloing coPH'8 prior written i!pproval; 'nd (U) granti~ to or obtaiflf~ for COPH, withoti additional compensation, a license, es · the etreOt!ve date of this Agreement. If •uch a lioenee upon the these tetl'i'lfi is ul'l8ttelneble, at'ld COPH determines that the Intellectual Property Should be included in or is required for contractor's penonnanoe of this

Agreement, Contractor shaH obtain a license under terms acceitable to CDPH. f, W.rrantia$ (1) Cortra<:tor r.ep1$~nts end warrants that:

(a) It is free to erter into and fully perform this Agreement. (b) It has secured ard will secure all rights ana Jioenses neoessary for Its performance of this Agreement.

(c) Neither Contractor's perforrmnce of this Agteemen~ nor the exercise by eJlher Party d the ri~s granted In this Agreement, nor any use. reprodUCtion, manllaC!tule. sale, offer to sell, import, export. modification, public and private displayJperrormanoe, distrilution, and disposition of the lnteljeduaf Property made, conoeived, derived from, or reduced to praotioe ~ Contractor or CDPH and whloh t'e$Ult directly or l~ireotly from thl$ Ageement will irtringe upon or viOlate any Intellectual Property right, llOn-GsclOsure obligation, or other .P'QPrielary righ1 or interest of •rt( third-party or entity now exlGting under the lawfJ of, or hereafter existlng or ~ b';'. any ~ the United states,·or eriy fQieign eo1.intry. There is currently no actual or threatened claim b';' arf; suoh ttiirct party based on an alleged viola.tion of any •uc:h t19hl bi/ Contractor.

(d) Neither Comactor'g performance nor any part of Its pelformance wm viclate the right of privacy of, or C9nstitute a libel or $lander against any pet$0n or dfty. (e) It has secured 8l'ld wMI secure e.11 rights and Mcenses A8C8$68I)' ror Intellectual Property lnoludirG, tillt not limited to, oon&ents. walVero or releases trorn aM authOnl of iMc oc performances used. and talert (redo, television and motion pldi:re talent), owners of any interest in and to reel estate. sites, locatiooll, i:roperty or props that rnl'.'Y be used or

Shown. (f) II ha& not granted and shall not grant to al?{ person or ent~ a~ riyhl that would or might derogate, encumber, or interfere wtth an; of the righl& granted to CO.PH in this

Agreement.

(g) H has awoprtate &yslems and controls in paoe to ensure that state furdS Will not be U$ed Jn the performance of this Agreement for the acquisillon, operation m maintenance of oomputer eonware In vlolatiOn of toA'riQl'lt Jews. (h) ft has l'10 knoY.1ectge cl any Ol.datanding claims, llcenaes or other charges, flef'lll, or

encunbrar¥:e• of a~ kind or nat\lre whata~ver that toUld atfect In any ~ Contraotor'3 performanoe rt this Agreemeli. (2) COPH MN
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Exhibit D(S)

g. Intellectual Property lndemity (1) eontractor nff Indemnify, defend aod rold harmless COPH and Its licensee& afld aG'Signees, and its offioeis, directol'S, emr;ic7tees, QQents, repteseRatives, $UooessQlS, and users of its products, ("lndemnifees") from and agitinst an cleime, actions. ~mages, loSse~. fta~lities (or aaions ·or prooeedi11J$ with respect to eny thereol), whettter or not rigtitft.d, arising .from any ~ all actions er claims by 8111 third party or expe~s related theteto (lnCIUCfi~. but not Rmltec:I to, an legal expenses, court ooatc, and ettomeY& f'*8$ rncurlfld in invei!tlgating. p~paring, $erving as a w;tnegs In, or defending flgainst, any ~ claim. aetion, or prooeec:lhll, commeneed or threatened) to which ary of the lndemnitees mlSY tie &UtljecA, whether or not Contractor Is a party to af\' pendi'll Qr threatened litigation. which ari$e out d or are related to (I) tne lncorreotness or breach of 8fPf ot the rep~ermi;ons, warrarties, COYttnarts Of agreemente of Contractor pertaining lo lntelleetual Property; or ~i) any lntellec:tUal Property infrlngeme~ or 81\' otflel' type of actulll or alleged·~ement claim, arising olt of COPH's uae, reproduction, maoofaclure; sa~. Qffer°to sell, diStribution, import, e)Cf'Ort. modification, p.ibfie and private jieiformtmee/diapiay, license, an0 di&f)OSltlo" of the lntellectl.181 Property made, conceived, derived from, or Jecfuced to pi'actiee by Contractor ot CDPH and which result directly or lndlrectly from this Agreement This lndemnlt( obllgatton shall epply Irrespective of whether tne Infringement claim is.besed on e r:e.te~. tnldemllrk 0< copyright.registration that i6'ued efter the elr~ive date of this Agreement. CDPH reserves the f'i$1hl to participate In and/Or control, at Contracto~ expense, any such ~ action brought against COPH.

(2) Should any Intellectual Property liamsed 11,1 the Contractor to CDPH under this Agreemeri beoome the sUbject of an Intellectual Pf
In any agieement funded in whole or in part by the federal government, CD!=lH may acquire end maintain ttie lntelledual Property li9f'lbi, title, and C1#1'lership, which ~ cireolly or lndlfectly from the Agreemert; exoept as provfded in 37 Code of Federal ~egul(dions pert 401: 14; however, the federal goverrment shell have a non-exclusive, nontransf8ratile, irrevocable, paid-op license throughot4 the wol1Cf to UBe, cl.lplicate, or dispose of ~ ·lriteflectual Property throughout the world In 8f'tl manner f« gowmmental purposes and to have arid permit otlleR! to do so. i.

&urvival The provi$ions eet forth herein shill! survive any termination or expiration Qf thi' Agreemert or 8f"o/ ~~.

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lidliblt D(&) I. Prior Approval of Training Seminars, Worbhops or ~"5

da•.

~11 ~in l:KiOr COPH ~pproval of the location. oostt;, agenda. lnstructols. instruotlonal materials, ~attendees at any r~~ training seminar, workshop, ot confentnoe cOiiduclted pu~ to this Agr~l'.Tlent.an,d ofal'l'f "irTibursable publicity or educatlc:inal materials to be ma~ ~llable for distril:iutlon The Co~r $hall ad
Contraotor

rot.iine busineM manor.. 1D. Ccinftilentiality of lltfOJmation a The Core(ll(:tor and 1t$ empl(l'fee$. ag~. or subcOnlrai:itors 6hatl proteot fl'Ql'n unauthOrized disclosure names and other identifying irtormation oonceming persoNS either receiving gervioes pursuant to this Agreement or pe180ns whoee names or idenlifylrig information become available or a~ dl$clostd to the Contra~r, lt$ ernployeR,. agenta, or subconhaet01$ 8$ a fel!u~ or tiervlce!; perfcrme(I ·under .this Agreemeri~ exce.pt for statl~I information not lderil!'ying any such J?el'IOO. b. The Contractor and it& em~ees, agerts, or subcontractors shall not UM &uch ldentifyi~ Information fOr any purpose other than carrying out the contractors oblfgatiOn& under this Agreement.

c. The 91>ntrac:tor and Its em?(oyees, agents, or subcol1ractors shall promptly trammlt 10 the CDPH Program Cc'lntraot Manager an requests for disclosLR of such identif)'ill:I IAformation not emana~ from the client ri pel'800d. The Contractor shall not disclose, except as othefwlse speclflcally permitted by 1flls .AQreement or aulhorlzed ~the client, any such ldentlfyktl lnformatien to arvone other than CDPH Witholt prior written al,lthonzatiQn from the WPH Program Contract Manager, exc;opt ff disOlowe iJ reqwr$d by Slate ~ Federa,l law. e. For purposes of this provision, identity shall irofude, bot not be limited to ~. identifying number, ~. or other identifying s;art~ar 8$sjgned to the individuel, 5Uch as ringer or voice print on1 photograph. f.

M deemed applicable l7t' COPH, this prcwi!OOn ~ be suppleme.nted .by additional terms and conditiom cxiVeMg pel$0rjal tieall~ information (PHI) or pe.rsona1, sensitive, and/or confidenial lnfon:mitiQn (PSC'I). Said lel'(M and conditions will be. outlined In one or more exhibits thllt will either be attaehed to tlli& ~or inOOrpoiated lrtO 1hls AQAJtm.ent by reference.

11. Documents, P11bllc.allons andWtltten RepOrts {Applicable to agreements over $5,000 uooer which publications, wntten reix>rts and doc~ are Government COCle Section 7560.)

developed or produoed.

An( doci.mem, publication or written report (exck.dn9 progr~ reporta, financial repof1& end normal

col'ICnl« eommtn~Dn.S) pre~~ as a ~rement of ttli5 Agreement $hlll CX>l'l1ein, in t Mparate ~np~I~ tt1e main·bodY or fhe document, the ntmber and dollar amollnl$ d au cortracts and subcontl80ts resatiflQ ~ ~ . preparation ct such documrmt or ieport, r the total cost tor Work t1,'

noneinployae& cf the &'1818 exCe&ds $5,000. 12.

Dispute Resolution Procns

a.

A Contreotor grievenoe exists whenever theie iG a dispute ari&irJ1 from COPH'6 action In the admlnlatratlon ct an agreement. If there !& a QiSpU!e or grieVanoe between the Co/tractor and COPH, the Contractor muat eetk reaoltik>n uthll the prooedunJ oitUned below. (1) The Contractor should first informal!)' discuss the problem wltl'l lhe COFH Ptggram Contract Manager. It the problem cannot be reso~ irlormally, the Contract« ahell direct it&

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Allocation Agreement Terms and Conditions

Elchlbit D(S) grievance together with Ill( evldenoe, In writirg, to the J)«lgr&m Branch Ollef. The grievanee shall state the issues in dispute, !tie legill aulhority or othi9r ~iS tor the C9nt1acto1'1 position and the re,.,,_,ctv s0tt9ht. The Btench Chief ~II render a d~on wilhin ten (10) worldllJ

clays after recejpt of the written grteYanoe from the Co~Qtt)r. Tflei Branch Chief shall respond in writing to the Contraetor indiceti~ the decision end reasoos tt-erefore. tf the Comactor disagree$ With the Brench Chief's decision, the COntraotQT eA*JI to the

seconct level.

·

may

(2) IM!en appeali~ to Ile eecond level the Conttactor must PfeJl'l.re en eppeal lndiCatl~ the reasons ror dlsag~e!Y'M!nt with ~ Chief'$ dliQiSIOn. The contractot &hell ioo!Ude Wllh the appeal a copy of the Contractol's original .~~. Of dl$Wle along wilh ~ support/~ evldence and a of the Branch Chiefs declsiOn. The apj)eal shall ~ ·~dttessecl to the Deputy Director of the division in whlcl'l lhe branch iS drQan!ZE!cl Within ten (10) working days from receipt of the Branch Olief'6 decisi6n. The Deputy ·Director Of the CIM$ion in which the tr'allCh is OtQani2ed or hk>.'her deefgriee shall meet with the contractor to review Ile ~ raised. A wfltten decision signed by the Deputy Director of the division in Wtlch the branch is organized or hialher deaignee $hall be direCted the Cclntractor within twenty (20} wot1cing daV$ orreoeipt of the Contracton; second level •"'91.

cow

to

ti. If the Contractor wi&he& to apPeal the
o. Dispute$ arising out of an al.J(fit, examination or an agreement or other action not ~ by subdivision (a) of Section 20204, rJ Chapter 2.1, Title 22, ofthB California Code of Regulations, and for which no proced1.1"e$ for appeal are pro\iided lri slal\Je, regulation or the ~reemert, shall be handled in aocordanoe with the proce®ret; identified in Sec:tlons 5101e through 61047, Title 22, Califomla Code rJ Regulations. · d. Unless dherwitie fitlpulated in writing by CDPH, ~ di$plJle, grlevanc:e aodfor ar:peal correspondence shall be dlreded to the CDPH Program Contract Ma~.·

e. There ate organlz.ationaJ. clifretencea wittin COPH's flllding programs ~nd the ~emert JewdS identified In this dispute resol~lon provision may not epply in every contractual 5ituiltion.

~e

grie\lance i& reoelved ana organiZational dlffefel'K:e$ exist, the Contrel'og8m Cottnmt Manager of the lwel, name. arn'ortltle of the appropriate management official that is responsible for inuirlQ·a deaiaion •a given level.

1a.

FinMcill ancl Compliance Audit Requirements a. The defiritlonfi used in th!$ provl$ion are llOflfalnecl In Section 38040 of the Code, which by this refeience ie n.de 8 part hersct.

~Ith

and Silfety

b. Clrect eervlce oo~ot means a contract or a~nt for service$ contained Jn loc:al ~nee . or subveriion programs or tdl (see Healtl end ~etY {H&S] Code Sedion 38020). Oireaf

service ~ shall not inclUde coritJacts. egreements. granls, or eutwellliona to ~her goverrmerter egencle6 or unite of government nor oontrects or ~rw:emerU Wit'! regi(>nal centers or area agencle$ on agfrg (See H&S Code Section 38030).

c. The Corilraetor. ii$ indieeted below, agrees to Obtain one of the fOllOWing aUc:JilS: (1) It the ConlnH:tor la e nonptvfil Ol'lllltfiZldjon (a ~In H&S ~ Section 311UO} and receives f25.0CIO.Of !!!Of! frDm Srrt .~ agency unsW 8 direct llelVice oon!Jact or

agreemm; tne COrtractor agree$ b ot:Uin ari annual·Single; organization Wide, tlriafloialancr oomp!lance audit Said audit shBH be oonctuated according to Generally Aocepted Auditf~ Slandards. Thi8 audit da.s not fulfill the audit requireme!ft of Paragniph c(3) below. The audit llhlll be completed by the 15th day or the fifth month follO#il'l!iJ the end of the

Coltractor'e fiaoal year, and/or

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(2) It the Conltactor 1$ a f10IJ/J/'Olfl otpnlzatlon (IU Rfin.ed In H&S Coda Sdon 3BOID) 8!.id recejyes lgs VUm 125.0QO oer vear from anv .§late agency uncler 11 djregt seNice ~ or a~ the <).>dtaetor agrees to ~In a biennial Ulgle, organization widll fiMneial and ~hoe Urlese the~ ~ evidence of fraUd or other Violation d &1ate 18W (X)llrieciion wlt~ this .Agreement. This .CKJdt does not fulfiU the audit requirements of

audit,

in

Paraerapfl c(3) belO'W. The audit shall be completed foRowing the end of the ContraetQ1"6 flseal year, •ndlor

~

the 15th day or 1he fifth month

(3)- If the C~lof IS • ~fe or l.OCf9I G~ etdity or Nonprofit Olp'1i"8fion (as

drllned by'tlJe Fedfta/ OJtlj:e Of~ IPI Budl/ft [OWIB] ChT:uW A.-133} i!!1 fSOP ooo or more IQ fede!Jll ewsa:ls. the eomactor agrees to olialn en ennuel 'h"91e· otg!lriizstion wide, flilencial an4 ~iance audit accord"'1 to the reql.iremerte ~

~cJfled In OMB Cl~ular A-1~ entitled "Aucb of StatN. Local GovemrrietQ, and Non.Profit Orgarizatfons~. An Jluclit oondl'Cfed f)IJ$Uant.to this provlsJon will fUlf!A the audit requlremeris outlll'led In Paragraphs c(1) :(Ind C(2) ~, The audit.shall be co•ted by tie end ot the

ninh month foDowing the end of the audt period. The requirements of !his provision apply if: (a} The Co~ractor is a recipient expendifl1 Federal awards received directly from Federal awarding 8QGllCles, er

Cll) The Coriractoi' Is a subreclpJent expending Federal awards recelVed from a pass.through entity sUch as the State, county or oorrmunity tieaed organlZetlon. (4) If the Contrador submits to COPH a report of an audit olher than an OMS A.-133 audit, the Cortractor must al$0 ·$1Jbl'nit a certification lnPlcatlng the Contractor N!s not expended $500,000 or mo~ in federal funcl& for the year covered by the audit teport.

d. Two oopie$ of the audit repoit 6hali be delivered to the CDPH program funcling thl$ Agreernert. The audH report must identify the Contractor's legal name and the number assigned to this Agreement. The audit report shall be due within 30 days lifter tile completion of the audit. Upon receipt or i;aid audit reporl, the COFH Program Corilaot Manager oil forwar" the audit report to CDP~ AUdlts and tnvestlgations Unit ff tf'e audit report WEIS Umitted under Section 13c(3), unleA the 8UClit rep.>rt 1$ from • City, County, or Speciil .Oletrlet Within tile State Of ¢arifomla when!W the nlP(lrt win be retained ~ the fundl~ program.

e. The cost of the audits ~oribed herein mrlif be inol1,1ded In ~ fund~ for ·l fW Agreemerll up to the proportiol"flle amolllt thiS ~nt represents of the COntractcn tOlal reve!P!. The COPH program funding this Ag!Nment rru;t provide acMlnc:e written approval of the epeeific amount allowed for &aid audit expenses. f. The state or its ailthoriZed de$ignee, includillJ the t;hlreau of State Audit&, is responsible for conducting agreernert perfcirmanoe a~ts .~h are not fiminolal and. cornpllanoe audits. Perforrrmnce audlls are defined t7f Generally Acoeptect Goveminerc Auditing Standards.

g. Nothing ih. this ~"'8ment limits the $tale's ~ponelbil!ly or tUlhQtity to enforce State law or regul8tions, procedtJ'es•.or reporting requirements a~ ltlemo. h. Nothifl1 in tti8 A(jreement limits tile atihO!ify of Ile State to ~l!e liUCfit& of this Agreement, providad however, that If independent audits arr.nged for by the Ccntraetor meet Generally Aooer:Qd GQvemmerUI Auditing Standard&, tl'la .$late shall 1e1y on lhOse aucllt$ and anv add'monal dldt iMirk encl shall btild l.Jlon the work already done.

i.

The S1ate may, at il6 oiiion. dil'eCt !Iii own auditors to pertomi eilher d the e.mdi1'i desotibed above. The ~ wlll be glVeh adva~ wr11ten notfioatlOri, If the Sta'te chooH9 to exerolse it8 option to perfonn Hid 11iJdb. · · ·

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Exhibit D(S) 14.

Novdon Requtrements If the Contra.cfDr proposes any novation ag~ CDPH shall act upon the prqiosal wihin 00 days after m<:eipt ot the Wl'ittel'I proposal. COPH may review end oonelder the r:nipOaal, ocnsult and negotiate With the contractor, and accept or rejeot ell or part of the PfOP0$8f. Accepanoe or rejection of the proposal may be made orally wflhln the 60-day period &OCI confirmed Jn wrltirll wllhln five days or said decision Upon written ecceptance Of the prOJX>$al. CDPH wll lnltfate en amendmelt to this •ement lo formally irnpement the approved propogal.

1fi.

Payment WithhoJds

(Applicable Or#J jf a final report is requirect by this Agreemert. Not applloeble

to govemment entities.}

Unless waived or otherwise stipulated in this Agreemer(, COPH may, at its discretion, withhold 10 Of the feoe e~ of the cOntrac~ ~ peroent (50~) rt the final ·invoice, or $3,000 whichever Is greater, untll CDPH receives e final report that meets the terms, conditions and/or scope or work reqLiremeria ofttils .Agreement pe~ (10%)

18.

Performance £va1Matlon (Not applica~ to grsnt agreements.)

CDPH may, at Its discretion, evaluate the performanoe of the CO!lractor at me oonolueion of this Agreemert. If perlorlTlf:lnce is evaluated, h evaluation shall not be a public reCOl'cf and shall remuin on flle with COPH. Nesative perfOIJTlance evaluations may be coosidered by COPH pflor to making

Mure oontract awaros.

17.

Officials Notto Benefit

No members ot or delegate of Corgress or the State Legislature $hall be admitted t:> al'Pf $hare or part of this Agreement, or to any benefit that may arise therefrom. This provision shall not be OOnstrued to extend to this Agreement if made with a corPQnlfion for it8 genere! benefits.

18. Four-Digit 0-. Con.,tlMca

agteemem in Whlcti Wormatlon TechtJOloQY (IT} servk:e8 •~ provided to COPH or if rr

(Applicable to equipment is procured.}

Contractor warrants that it will provide only Fout·Oiglt Date Compliant (at defined below) Deliverables anVt Date corrpiart' Deliverables and lelVices can accurately proce6S, caicuiete, oompare, and &equence date data, il'iolud~ wlthol1f Rmltation date data arising out of or relllti~ to leap years and changes in centuries. This warranty and represer1ali0n is suqect to the wenanty fem1$ and conditions ot thi$ ContlJlct·and doe$ not li.mit the generality of warranty obllgatfoni; Get forth ~ herein.

19.

Union OfpnlZlng (Applicable orfy to grent 1geemer«s.)

Gmmle, ,,., 6ignlrg thll Agreement, hereb'f ackn.owledge$ the appl~billty d Government Code 16645 through 18649 to this Agreement. Furthermore, Grantee, 0,- 6'goi~ this Ageemert. herel7/ certifies that S~

a No state .funds oi&bur&ed 11,' thiS grant win be used to msist, pron1Qte or deter lllfon org~nlling.

b. Gram. shal •ccourt for ttlte fund& disblned for e specific expandiJure by ttila gmnt, to 8how tl'lose funae were alk>cated to that expel'ldtture. -

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Emlblt D(S, c. Grantee sh&ill, where i;tate fUnds are not detii9flated Cl$ deictibed Jn b herein, allocate. on a prorsta basis, all dlsburt1emenh! that support trl! grant program. · d. ff Grantee makes expenditures to assist, promole or deter union organizing, Grantee wMI maintain recoids ~ent to ·show thzit no state funds were uaed f« those expenditUres, end that Gr&ntee $haff prl>vide thO$e reoords to tl'le Altomey Gen~ral upori reque6t. ·

20. C.ontrad Unifotm"' (Fringe hntfit Ml'owailitY) (Appllcable only to nonprofit organization$.) Pursuant to the provisions cl Article 7 (COl'Ml8t¥:iJ'l! With Section 100525) of Cha~r 3 of Part 1 d OiV!Sk>n 191 c;>f the Heafth end 5afety COOe, COPH eets forth the folloWfng pollcle$, prooed~es. amt guidelines re91udi09 the reimbU11ement of fringe benefits.

a. A$ used herein ff~nge benefits shall mean an employment benefit given employee In addition to one's ~or nonnal wages or salary.

~ one's employer to an

t>. As used herein, fringe benefits do not include:

(1) Compensation for pereonal services paid currently or aoorued by the ContraQtcr f(>r &e1Vioe6 d employees rerden!d dtx~ the term of this Agreement, which is identified as regular or nomiar salaries end wages, annual leaVe, vacation, sick leave, holidays, jury duty and/or

mi!itary leaV~lning.

(2) Oir~r's a.nd executi\'e committee member'$ fees. (3) Jn;enti~ ~rd& and/or b:lnus merilve pay... (4) Allowancn for off-site P'f. (S) l..oc6tlon ali
c. SpeCific allowable fringe benefits include: (1) Fringe benefits in the form of emplcyer contributions for the employti!r's portion of _payroll f8)(e$

(i.e.. FICA, SUI, SOI), employee health ~ans (i e., health, dental and vision), u~ment insuranoe, worker's compensation insurance, and the employers share of pensionfretirement i;iens, provid~ they~- ~ in:accordance with eatabliehed Wfitten Qr98nizalion poticies and meet art legal $nd tntemal Revenue Service requirements. · d To be an allowable trlf1:9e be!'leflt, the cost must meet the fOlloW~ crileJ'Ja: (1) ee ~Bil)' •ncl rea&Onable for 'tilt p&rformance ot the .6geement. (2) Be petermined in a®Ordance with generally aeoepted aooountJng iitinotples. (3) Be oon&lstenl with pof!CiJs tt&t aWf'I uniformly to all activities cl the Cor4niclor.

e. Contractor agrees that all filD!ll! f.

mfil§ Shall be at i$t!BI OQ§l.

Eamed/Aocrued Compeneatlon (1) Compensation for va~n, sictc leave and hoUdays Is limited to that amount earned/accrued within the a~reernent term. l,Jn1J1ed vacat!On, lick ave encl holidays earned from period& ~ to the igre(iment term ~nnot be cllirne(j ae allowable c:osts. .see Pro\iiaion f (S)(e) for example. ·

an

(2) For . ~rtipfe year ageenll)nts, vacation and sick leave OOl'TlJi!l•iOn. whieh is eamlidlaocrued but not paid, due to employee(s) not taking time off may be 08lfied over end claimed wlttin lhe overaP term of the rnJ!tlple years « tie Agreement Holiclays cannot be carried CIWrftoin one agreement year lo ti.le next. See Provision f (3){b) for an example.

October 2013 ·

Local Lead Agency Guidelines California Tobacco Control Program California Department of Public Health

Page 17of18

Page 109 of 230

08/13/2015

2013-2017 Local Lead Agency Allocation Agreement Tenns and Conditions

Exhibit D(S~ (3) For Single year ~ments, vacation, sick Jeave and hOlidlily com~tlon that is eamedlaocrued bl.II not paid, dUe to empcvee{11) no! taking time off within the tenn of the ~rt. sinnot be claimed ll6 an allONable cost. See Provision f (3)(c} for an example. (a) !umpleNo.1:

It an employee, ..bhn Doe, eamslaCCNeS three weel
ff ~ a ttvee-yeer (m.tltfple year) agreemeri, John Doe does not Ute his three weeks

or vacation in year one, or his three weeb in year two, but he doea actually lJ9e nine weeks in year three; the Contractor would bf;! allowed to ol$im au nine weelc& paid for in year three. The td8I oolJl)ensatlon over the three-year period cannot exceed 156 week8 (3 >C 52 week$). (c) Example No. 3:

If during a single yeer agreemeri, John Doe works fifty weeks and used one week ct vacation and one week of flick leave and all filly-two weeks have been billed to CDPH, the remaining unused two weeks <:I v~oation and &even days d Sick leave mey not be claimed as an allOWable oost.. 21.

Prohibited Use of State Funds for Software (Applicable to agreements in which computer sottware is used in performance of the work.}

Contractor oertlfies that it ha5 appiopriate systems and control& in plaoe to ensu~ that n.te foods will not be used in the performance d this Agreement tor the eoquisltlon, operation a maintenanoe ct computer &oflwJre in violation ~co~ laws.

""' ,. 1111•

Local Lead Agency Guidelines California Tobacco Control Program California Department of Public Health

October 2013

Page 18of18

Page 110 of 230

([;)

08/13/2015

ACCEPTANCE OF ALLOCATION AGREEMENT

The County of San Benito Agreement Number: CTCP-13-35 Agreement Amount: $150,000

FUNDING PERIOD: July 1, 2014 through June 30, 2015 f certify that this Tobacco Control Program will comply with all applicable policies, procedures, and legal requirements as described in the Comprehensive Tobacco Control Plan Guidelines including: the Allocation Agreement Terms; Local Lead Agency Administrative and Policy Manual; and, any statutes, program letters, and other conditions stipulated by the California Tobacco Control Program.

Date

Printed Name and Titfe

1

Page 111 of 230

08/13/2015

State of California-Health and Human Services Agency

California Department of Public Health RON CHAPMAN, MD, MPH

EDMUND G. BROWN JR.

Director &Stale Hea#h OfflCef

Gol>'MIClr

June 26, 2014

TO:

LOCAL LEAD AGENCY (LLA) PROJECT DIRECTORS TOBACCO CONTROL EDUCATION PROGRAMS

SUBJECT:

PROGRAM LETTER 13-01 FUNDING PERIOD: JULY 1, 2014 THROUGH JUNE 30, 2015 LLA ALLOCATION AGREEMENT, AND PROSPECTIVE PAYMENT INVOICES (PPI): FIRST AND SECOND QUARTERS

Purpose

Release the: • "Acceptance of Allocation Agreement" • LLA first PPI for 7/1/14 to 9/30/14 • LLA second PPI for 10/1/14 to 12/31/14

Effective Date

Immediately

Required Action

Enclosed is the: • "Acceptance of Allocation Agreement" • Revised LLAAllocation Table for Fund Years (FYs) 201~2017 • LLA first PPI for 7/1/14 to 9/30/14 • LLA second PPI for 10/1/14 to 12131/14 Please print, sign, date, and return your "Acceptance of Allocation Agreement" for FY 2014-2015 and the first and second PPls for FY 2014-2015. For the "Acceptance of Allocation Agreemenf only, obtain the authorized signature that matches the official agency signatory In the Online Tobacco lnfonnation System and return the three signed documents to your assigned California Tobacco Control Program (CTCP) Procurement Manager (PM) at the following address: USPS Malling Address: Attention: "Name of CTCP Procurement Manager" California Department of Public HeaHh CDIC/Califomia Tobacco Control Program P. 0 . Box 997377, MS 7206 Sacramento, CA 95899-7377

Or

California Tobacco Control Program, MS 7206, P.O. Box 997377, Sacramento, CA 95899-7377 . (916) 449-5500 Internet Address: www.cdph.ca.qov

Page 112 of 230

08/13/2015

Lt.A Project Directors Page2 June 26, 2014 Overnight Courier Delivery Address: Attention: ·Name of CTCP Procurement Manager" California Department of Public Health COIC/Califomia Tobacco Control Program MS 7206 . 1616 Capitol Avenue, Suite 74.516 Sacramento, CA 95814 The attached •Acceptance of Allocation Agreemenr is based on the LLA Allocation Table for the 2014-2017 (Phase If) Plan period. The signed "Acceptance of Allocation AgreementN serves as acceptance of the allocation for FY 2014-2015 and acknowledges the conditions attached to the funds. The California Department of Public Health (COPH) does not require a Board of Supervisors Resoluti~n with this allocation agreement.

Why The

Agreement Is Needed .

Budget lnfonnation

Additlonaf fnfonnation

Please be advised that the PPls will not be processed until CTCP has received the signed FY 2014-2015 "Acceptance of Allocation Agreement" from your city/county with the appropriate signature. CTCP PMs provide the LLA Project Director with feedback regarding their spending patterns. Additionally, the Program Consultants will monitor progress reports and associated percent deliverables to ensure adequate progress is being made toward completion of the Comprehensive Tobacco Control Plan for FY 2014-2017 (Phase II}. If It appears LLAs are not spending the allocations according to the negotiated budget/budget justification in a timely manner and/or are not making sufficient progress on plan activities, CTCP may withhold future PPls. The Comprehensive Tobacco Control Plan for FY 2014-2017 and the allocation agreement will end on June 30, 2017. Any remaining balances must be returned to the C~PH Cigarette and Tobacco Surtax Fund. As a reminder, per the 2013-2017 Local Lead Agency Allocation Agreement Terms and Conditions, Exhibit B, paragraph 7A., Trust Account and Expenditure Provisions: The annual allocation to the LLA shall be deposited into an interest-bearing, insured trust account.

Contact Person

For further

If you have any questions; please contact your assigned CTCP PM. Thank you for your continuing efforts in tobacco control.

lnfonnation

~U-~

Catherine M. Medina, Chief Procurements Management Unit California Tobacco Control Program Phone 916-650-6432 E-mail: [email protected] Encfosures

ce:

CHEAC Members Fiscal Officers Health Officer Judith Reigel Roberta Lawson

Page 113 of 230

08/13/2015

Agenda Time Estimates: Minutes or Iii Consent

AGENDA ITEM TRANSMITTAL

Leave Blank:

CONTACT FOR INFORMATION: Name: Lvnn Mello Phone No: (831 ) 637-5367

FROM:

James Rydingsword, H&HSA Director

8/tDl-rCf/>

/3o

Board of Supervisors

10:

Date(Time Rec'd:

NUMBER OF CERTIFIED COPIE~ REQUIRED:

liJ~o~~HJ~S{~thorizing Closure of Health Department {including Emergency Medical Services and Environmental Health) Offices on November 19, 2015 for mass flu vaccination clinic

MEETING DATE:

8/18/2015

{2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

See attached staff report

(3) OTHER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: 0 Contract Iii Resolution D Ordinance 0 Other: (6) FUNDING SOURCE(S):

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPEOFIC ITEM:

Offices closed for 2013 & 2014 Mass Flu Vaccination Clinic

I (8) AJ,\INUAL OR PROJECT

(7) CURRENT YEAR COST:

$ 0

no cost for this proposal (10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

DYES

COST: $ 0

Iii NO

If YES, STATE NUMBER: Pennanent

I

(9) BUDGETED: YES 0 NO

0

Limited Term

(11) RECOMMENDED ACTION(S):

It is recommended that the Board of Supervisors: 1, Adopt Resolution No. 2015Authorizing closure of all Public Health Divisions to include Public Health Department (including EMS) at 439 Fourth Street and Environmental Health at 1111 San Felipe Road from 8:00 am - 5 pm on November 19, 2015.

I /'\J

IA_

/i/'-....

/A

~

11 ,_

srGNATURiOF AclNcv ORDEPAR, ...--; • •

~

_(/

ZED REPRESENTATIVE

-

I DATE

7,.23 ... 1')

CLERK'S USE ONLY DAU 0 ACKNOWLEDGED 0 SET PUBUC HEARING

0

0

0

DENIED ACCEPTED APPOINTED

0ADOPTED 0 RESOLUTION NO. 0 ORDINANCE NO.

0 ____ 0 0

CONTINUED TO OTHER - - -NO ACTION TAKEN

- - -- -- - -

BY:

Deputy Oerk of the Board

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

Page 114 of 230

08/13/2015

ANJU GOEL, M.D., M .P.H.

HEALTH OFPlCER

SAN BENITO COUNTY

JAMES A. RYDINGSWORD AGENCY DIRECTOR

HEALTH & HUMAN SERVICES AGENCY

PUBLIC HEALIB SERVICES Jleaftli.y
Date: July 22, 201 5

To: Board of Supervisors From: Jim Rydingsword, Agency Director Resolution Authorizing Closure of Health Department (including Emergency Medical Re: Services and Environmental Health) Offices on November 19, 2015

Background Information: In accordance with San Benito County Code 3.01.005, the office hours and days of operation for county offices for the transaction of business shall be fixed by resolution of the Board of Supervisors. This is a request for closures of the Public Health Department (including EMS) at 439 Fourth St, and Environmental Health office at 1111 San Felipe Road, on November 19, 2015, due to an emergency preparedness/mass influenza vaccination exercise to be held at Veterans Memorial Hall. ALL Public Health departments are necessary for this state mandated emergency exercise. Phone voice messages at each department will explain the closures to callers on that day and will inform the public that offices are closed. In case of an emergency, callers will be directed to the Health & Human Services Agency at 1111 San Felipe Road where staff will triage emergency calls and route to the appropriate personnel. Signs will be placed on the front door explaining the closure and return to normal business hours the next day. The local mortuaries will be notified of the closure and vital records staff will be available for emergency issuance of death certificates.

Other Agency Involvement: This is a request for closures of Public Health Services (including EMS) at 439 Fourth St, and Environmental Health Services at 1111 San Felipe Rd., on November 19, 2015. The Public Health Division is required to conduct an emergency exercise by the State Office of Emergency Services in preparedness for a pandemic or bio-terrorist event in the community. It is necessary for all Public Health Division staff to participate in the mass-vaccination clinic, which will take place at the San Benito County Veteran's Hall during normal business hours.

PUBLIC HEALTH SERVICES

MEDICAL THERAPY UNIT

ENVIRONMENTAL

HEALTH EDUCATION

761 South Street

HEALTH SERVICES

439 Fourth Street Hollister, CA 95023 831-637-5367

Hollister, CA 95023

1111 San Felipe Road, Ste 102 Hollister, CA 95023 831-636-4035

PROGRAMS 439 fourth Street Hollister, CA 95023

831-637-1989

Page 115 of 230

831~7-5367

EMERGENCY MEDICAL SERVICES

439 Fourth Street Hollister, CA 95023 831·637-5367

08/13/2015

RESOLUTION NO. _

1

2

_ _ __

RESOLUTION OF SAN BENITO COUNIY BOARD OF SUPERVISORS AUTHORIZING THE CLOSURE OF THE SAN BENITO COUNTY PUBLIC HEALTH DEPARTMENT, EMERGENCY MEDICAL SERVICES AND ENVIRONMENTAL HEALTH ON NOVEMBER 19, 2015

3 4 5 6 7

WHEREAS, San Benito County Code 3.01.005, states office hours and days of operation for coun offices for the transaction of business shall be fixed by resolution of the Board of Supervisors; and

9

WHEREAS, the San Benito County Health Department is conducting a mass flu vaccination clini for San Benito County residents on Thursday, November 19, 2015 at the Veteran's Building, located at 64 San Benito Street, Hollister, California; and

10 11

12 13 14

WHEREAS, the clinic will require the services of the entire staff of the San Benito County Publi Health Department, including Emergency Medical Services and Environmental Health; and WHEREAS, all Public Health Division Staff are necessary to execute this Emergency Preparednes exercise. WHEREAS, it is thereby necessary.to close the Public Health Department (including EMS) offices a 439 Fourth Street, and the Environmental Health offices located at 1111 San Felipe Road, Suite 102, to th public on November 19, 2015.

15 16 17 18

NOW, THEREFORE BE IT RESOLVED, that the San Benito County Health Departmen (including EMS) offices located at 439 Fourth Street, and Environmental Health offices at 1111 San Felip Road, Suite I 02, Hollister will be closed to the public on November 19, 2015. PASSED AND ADOPTED by the San Benito County Board of Supervisors, State of California, at th meeting of said Board held on the 18th of August, 2015.

19 20 21 22

AYES: NOES: ABSENT: ABSTAIN:

SUPERVISORS: SUPERVISORS: SUPERVISORS: SUPERVISORS:

23 24 25 26 27

AITEST: Louie Valdez, Clerk of the Board

APPROVED AS TO LEGAL FORM:

28

By:

Page 116 of 230

08/13/2015

Minutes or 181 Consent

AGENDA ITEM TRANSMITTAL TO: FROM:

7J~~ffe

130

BOARD OF SUPERVISORS Jim Rydingsword, Director

MEETING DATE: August 18, 2015

Leave Blank:

CONTACT FOR INFORMATION: Name: J. Rydingsword Phone No: 831-636-4180

NUMBER OF CERTIFIED COPIES REQUIRED:

(1) SUBJECT: Approve the requisitions for the purchase of work stations for the expansion of programs at San Benito County Health and Human Services Agency.

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment) : Due to the expansion of numerous Public Assistance Programs, Medi-cal, Cal Fresh, Cal WORKs and Community Services and Workforce Development, the Agency needs to expand the work space for the employees. There are no county funds associated with this purchase.

(3) 01llER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM:

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPEOFIC ITEM:

(6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST: $26,766.97

181 Contract 0 Ordinance

0 Resolution 0 Other:

State and Federal Funding (10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

LJ YES

181 NO

(8) ANNUAL OR PROJECT COST:$ 26,766.97

(9) BUDGffiD: DYES 181 NO

If YES, STATE NUMBER:

Permanent

Limited Term

(11) RECOMMENDED ACTION(S):

1. 2.

Approve the requisitions for Premier Office Furniture in the total amount of $26,766.97 for the workstations delivered and installed for the Agency expansion. Augment fixed assets budget with $27,000 from the Federal and State Public Assistance Administration as requested in the Budget Adjustment/Transfer Form.

/

... rl \ '!rl_ .f'.i L,/1~ 'I -

~'

f

·i

jl

-- --~ -

c! ·/o

DATE

~GN/ruRE OF AGENcYo)nEPARiMENT AUTHORIZED REPRESENTATIVE

v

0APPROVED 0 ACKNOWLEDGED 0 SET PUBUC HEARING

0 DENIED 0ACCEPTED 0 APPOINTED

CLERK'S USE ONLY 0 ADOPTED 0 RESOLUTION NO. 0 ORDINANCE NO.

---~

~

)5 -

0 CONTINUED TO 00THER 0 NO ACTION TAKEN

~~~~~~~~~~~~

SY: Deputy Oerk of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

Page 117 of 230

08/13/2015

COUNTY OF SAN BENITO BUDGET ADJUSTMENT/TRANSFER Please rndicate Type:

Fiscal Year:

IKJ

201512016

Department:

HHSA

Org Key:

221 .80.2285.1000

D D D D

Appropriation/Esl Revenue Increase (Requires 415 Board of Supervisors Approval)

Contingency Transfer (Requires 4/5 Board of Supervisors Approval)

Interdepartmental Transfer or lnterobject Transfer>$25,000 (Requints Board or Supervisors Approval)

lnterobject Transfer<$25,000 (Requires Admin. and Auditor Approvaij

lntraobject Transfer (Requites Auditor Approval)

Org Kev:

OblectNo:

,221.so.._? 28?_.1_000.550.301 221 .~9.:~?~~J 000.650.302

Description

Federal and State Public Assistance Adminstration Fixed Assets Equipment other than Computer

$

Increase Exp I Rev. Decrease

27,000.00

$

$

Total

Comments:

Decrease ExD I Rev. Increase

$

27,000.00

27,000.00

27,000.00

HHSA is in the process of re-allocating office space and purchasing new cubiclesfor new staff hired to accomodate the increased workload I case load due to the ACA implementation.

~--/I) ,,_ f6

Submitted:

Date Verification Sufficient Fu

oV 1t1'o Date

Approval:

-

Date Attested: Cieri< of the Board:

Distribution: Original - Auditor

Vote:

Page 118 of 230

Copy - Boan! Of SuperviSors Copy- Oepa1ment

Yes

No

Revised: 8110/2015 LL 08/13/2015

Premier Office Furniture

QUOTE

1345 E. Taylor Street, Bldg A San Jose, CA 95133 Phone: 408-453-9200 Fax: 408-453-9207

Date

Quote#

sn12015

2723

Customer San Benito County Health and Human Servic

1111 San Felipe Road Hollister, CA 95023

I

Terms

Net 15

Oty

Description

Total

Cost

Re: Employment Services 4 Workstations - Herman Miller Style Pnxhtci • 10 f111:1l!LJ.LI! customer approved drawing (lntervie\l R4'.ltim - ~- Producl Product includes worksurfaces, panels (Ekctrical) whi:rcr r1Ui\lll«l and all necessary hardware

4,465.00

4,465.00T

*** Prices includes delivery & installatlun

Subtotal

$4,465.00

Sales Tax (8.5%)

Total Page 119 of 230

$379.53

$4,844.53

08/13/2015

Option 4

Page 120 of 230

08/13/2015

Premier Office Furniture

QUOTE

1345 E. Taylor Street, Bldg A San Jose, CA 95133 Phone:408-453-9200 Fax: 408-453-9207

Date

Quote#

Sn/2015

2720

Customer San Benito County Health and Human Servic 1111 San Felipe Road Hollister, CA 95023

I

Terms

Net 15

Qty

Description

Total

Cost

RE: Ste. 208 - New Product Panels (including electrical), worksurfaces, overheads, and hardware to facilitate customer approved drawing

2,684.00

2,684.00T

Mobile Pedestal - Box,Box,File - 24D

2

160.00

320.00T

Mobile Pedestal - File,File - 24D

3

160.00

480.00T

Custom Countertop - 2mm Edge - 15D x 60W

I

75.00

75.00T

Custom Countertop - 2mm Edge - 15D x 96W

I

125.00

125.oor

Custom Comer Countertop - 2mm Edge - 15D X 48W

1

65.00

65.00T

375.00

375.00T

Delivery & Installation

Subtotal Sales Tax (8.5%}

Total Page 121 of 230

$4,124.00

$350.54 $4,474.54

08/13/2015

4'

••

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Page 122 of 230

08/13/2015

QUO'TE

Premier Office Furniture 1345 E. Taylor Street, Bldg A San Jose, CA 95133

Phone:408-453-9200 Fax: 408-453-9207

Date

Quote#

sn12015

2722

Customer

San Benito County Health and ffatnl'.ll'I SC!f\'~ 1111 San Felipe Road Hollister, CA 95023

I

Terms

Net 15

Qt)I

Descriptial'1

Total

Cost

Ste 108 - 53" High Product 4 Workstations - Herman Miller Style l'mJ!lci · to facl.lltntfl customer approved drawing Product includes worksurfaces, panels (Ecetrica!) Wti.ii:re ~jµJ rcd and all necessary hardware 2 ea. Pedestals per workstation

5,425.00

5,425.00T

*** Price includes delivery & installatiu1\

I

Subtotal Sales Tax (8.5%)

Total Page 123 of 230

$5,425.00

$461.13

$5,886.13

08/13/2015

Ste. 108 - 53" High Panels Option 8

531.l6 A

BC.53

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08/13/2015

Premier Office Furniture

QUOTE

1345 E. Taylor Street, Bldg A San Jose, CA 95133 Phone:408-453-9200 Fax: 408-453-9207

Date

Quote#

sn1201s

2721

Customer

San Benito County Health and Hanwn Servic: 1111 San Felipe Road Hollister, CA 95023

Terms

J

Net 15

Qty

Description

Total

Cost

Ste 107 - 53 "High Panels 2 Workstations - Herman Miller Style Prod11cl m fai:1!.iui[~ customer approved drawing Product includes worksurfaces, panels (fllectrlcul) ~hen· rtittUitcd and all necessary hardware Delivery & Installation

2,798.00

2,798.00'f

350.00

350.00'f

Subtotal Sales Tax (8.5%)

Total Page 125 of 230

$3,148.00

$267.58 $3,415.58

08/13/2015

Ste. 107 - Option 1 - 53" High EC53

\

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Page 126 of 230

08/13/2015

Premier Office Furniture

QUOTE

1345 E. Taylor Street, Bldg A San Jose, CA 95133 Phone: 408-453-9200 Fax: 408-453-9207

Date

Quote#

7/28n.Ol5

2717

Customer San Benito County Health and Human Servic l I 11 San Felipe Road Hollister, CA 95023

I

Terms

Net 15

Qty

Description

Total

Cost

Herman Miller Style Product - to facili1'1k c-inhm:icr IIflflm\/ed drawing 3,033.00

2 ea. - additional cubicles 67" High Cubicles with 53" High Wing Piu1cb Tasklight All necessary electrical power & hardware

3,033.00T

Price includes delivery & installation

I

Subtotal Sales Tax (8.5%)

Total Page 127 of 230

$3,033.00

$257.81

$3,290.81

08/13/2015

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Page 128 of 230

II

08/13/2015

Premier Office Furniture

QUOTE

1345 E. Taylor Street, Bldg A San Jose, CA 95133 Phone:408-453-9200 Fax: 408-453-9207

Date

Quote#

8/3/2015

2719

Customer San Benito County Health and Human Servic 1111 San Felipe Road Hollister, CA 95023

I

Terms

Net 15 Qty

Description

Total

Cost

RE: Ste. 103 - 2 Additional Workstations Two New Workstation to facilitate drawing - Price includes labor to tear down 4 existing cubicles and re-install 4 workstations plus the two (2) new workstations.

4,475.00

4,475.00T

Fabric, worksurfaces and hardware to match existing product

Subtotal Sales Tax (8.5%)

Total Page 129 of 230

$4,475.00

$380.38 $4,855.38

08/13/2015

Revised Layout - Ste. 103 - 7/24/2015 2 Additional Cubicles

3'9"

Page 130 of 230

08/13/2015

San Benito County Requisition/Solicitation Form

PHONE

VENDERID

Premier Office Furniture 1345 E. Taylor Street, Bldg A San Jose, CA 95133

P.O. NUMBER

Ship to address: DESCRIPTION:

Purchase of office furniture for Agency expansion

QTY

SPECIFICATIONS

TOTAL PRICE

UNIT COST

See quotes attached

$26,766.97

DEPARTMENT/PROGRAM: State and Federal Funding

SUBTOTAL

LOCATION I FACILITY:

TAXES

$26,766.97

COMMENTS:

FUNDING: Human Services lUDGETUNIT

P.O. TOTAL

ORGKEY

OBJECT CODE

AMOUNT

221.80.2285

1000.650.302

$26,766.97

SOLICITATION SUMMARY DATE

VENDOR NAME/CITY/STATE

CONTACT NAME & PHONE

QUOTE/BID$

AVAILABLE

(

DEPARTMENT HEAD signature below certifies that this solicitation summary accurately reflects the process used for this purchase and that supporting documentation is in the project file. x: Quotes ($1000 to $3,000)

Sole Source (Complete form and attach ) Fixed Asset - >$3,000 DEPARTMENT HEAD

~NATURE&

..iATE 9/25/09

Page 131 of 230

08/13/2015

Agenda Time Estimates: Minutes or [!] Consent

AGENDA ITEM TRANSMITTAL BOARD OF SUPERVISORS FROM: Jim Rydingsword, Director

wveBlank~

TO:

CONTACT FORINFORMATION: Name: Jim Rvdinasword Phone No: (831 ) 636-4180

!ealth & Human Services

Date/Time Rec'd:

gft2/t) )P

/?/D

NUMBER OF CEltTlFIED COPIES -....; REQUIRED:

(1) SlJBlECT:

MEETING DATE:

Approve contract with Jennifer Westphal for $16,000 to develop fruit and vegetable gardens in 4 8/18/15 elementary schools, preschools or after school programs that serve SBC's low-income population. (2) BACKGROUND INFORMATION (If not summcrized within this space provide a s~ff report instead, noting attachment):

!!

San Benito County H&HSA is subcontract to Monterey County in a 3 year grant agreement for Supplemental Nutrition Assistance Program Education (SNAP-Ed) funds. On 4/21/15 the Board of Supervisors approved Public Health accepting one time additional supplemental funds from Monterey County in the amount of $25,000. $16,000 of these funds has been approved to hire a subcontractor to develop and/or resurrect fruit and vegetable gardens in four elementary schools, preschools or after school programs that serve San Benito County's low-income population in accordance with the USDA's SNAP-Ed FFY 2015 Guidance. Public Health has identified Jennifer Westphal as the subcontract based on her knowledge and extensive background in garden development. In addition she has worked with Hollister School District in the past in on projects similar to this. Jennifer will be partnering with members of San Benito Bounty and the local chapter of Slow Foods USA to complete the gardens. (3) OTHER AGENCY INVOLVEMENT:

None (4) SUPPORTIVE DCX:U.MENTS RELATIVE TO THIS ITEM: 1J Contract D Resolution W Ordinance D other:

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

(6) RJNDING SOURCE(S):

Federal/State Funding (10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

(7) CURRENT YEAR COST:

(8) ANNUAL OR PROJECT

$0.00

COST:$ 25,000.00

UYES

1!!1 NO

~ .BUDGETED: YES NO

II

If YES, STATE NUMBER: Permanent

Umfted Term

(11) RECOMMENDEDACTION(S):

1. Approve contract with Jennifer Westphal in the amount of $16,000 to develop and/or resurrect fruit and vegetable gardens in four elementary schools, preschools or after school programs that serve San Benito County's low-income population. \

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DATE

CLERK'S USE ONLY

0APPROVED 0 ACKNOWLEDGED 0 SET PuBUC HEARING

D

D

0

DENIED ACCEPTED APPOINTED

0 CONTINUED TO D OTHER

0ADOPTED

0 0

RESOLUTION NO. ORDINANCE NO.

---------

- - - - 0 NO ACTION TAKEN

BY: Deputy Clerk of the Board

DATE: COPY ROllTING:

ORIGINAnNG DEPT. - AUDITOR - COUNTY COUNSEL

Page 132 of 230

08/13/2015

~ ~

SAN BENITO COUNTY REQUISITION/SOUCITATION FORM

VENDOR ID

PHONE

P. O. NUMBER

Jennifer Westphal 1417 Sally Street

541-619-6040

Hollister, CA 95023

Ship to address: DESCRIPTION : Contractor to develop and/or resurrect fruit and vegetable gardens

QTY

SPECIFICATIONS Develop and/or resurrect fruit and vegetable gardens in four elementary schools, 4

TOTAL PRICE

UNIT COST

$ 4,000

$ 16,000

Preschools or after school programs that serve San Benito County's Low income population.

I

DEPTJ DIVISION:

SUBTOTAL

$16,000

LOCATION I FACILITY:

TAX9.25%

NIA

COMMENTS:

SHIPPING

N/A

P.O. TOTAL"**

$16,000

FUNDING : SNAP-ED One Time Supplemental Funds BUDGET NAME

ORGKEY

AMOUNT

OBJECT CODE

224.80-2395

SOLICITATION SUMMARY DATE

VENDOR NAME/CITY/STATE

CONTACT NAME & PHONE

QUOTE/BID$

AVAILABLE

8/3/15

Mark Paxton, Hollister, CA.

( 831 ) 636-4316

Not interested in

8/3/15

Karminder Brown, Hollister, CA

( 831) 524-3816

Not interested in

My signature below certifies that this solicitation summary accurately reflects the process used for this purchase, and that supporting documentation is in the project file.

·-·

D Quotes ($1000 to $3,000) o Quotes $3, 000 to $10,000 SIGNATURE & PREPARER DATE oF

Samela Perez

SIGNATURE &

INFORMATION TECHNOlO

DATE OF:

Page 133 of 230

08/13/2015

"-

CONTRACT The COUNTY OF SAN BENITO ("COUNTY") and Jennifer Westphal this contract which shall be effective on the date stated in Paragraph 1.

1.

("CONTRACTOR") enter into

Duration of Contract. This contract shall commence on August 18. 2015, and end on September 30. 2015, unless sooner terminated as specified herein.

2.

Scope of Services. CONTRACTOR, for COUNTY's benefit shall perform the services specified on Attachment A to this contract. Attachment A is made a part of this contract.

3.

Compensation for Services. In consideration for CONTRACTOR'S performance, COUNTY shall pay compensation to CONTRACTOR according to the terms specified in Attachment B. Attachment B is made a part of this contract.

4.

General Terms and Conditions. The rights and duties of the parties to this contract are governed by the general terms and conditions mutually agreed to and listed in Attachment C. Attachment C is made a part of this contract.

5.

Insurance Limits. CONTRACTOR shall maintain the following insurance policy limits of coverage consistent with the further insurance requirements specified in Attachment C. (a) (b) (c)

6.

Comprehensive general liability insurance: =$-'-'1·=0=00=·-=-oo=o:....-_ __ Professional liability insurance: - - - - -Comprehensive motor vehicle liability insurance: .:....:N=/A_,___ _ __

Termination. The number of days of advance written notice required for termination of this contract is 14.

7.

Specific Terms and Conditions (check one) [X]

There are no additional provisions to this contract.

[J

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment D. Attachment Dis made a part of this contract.

[1

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment E. Attachment E is made a part of this contract.

Revised 7/08

Page I of2

Page 134 of 230

08/13/2015

8.

Information about Contract Administrators. The following names, titles, addresses, and telephone numbers are the pertinent information for the respective contract administrators for the parties.

Contract Administrator for COUNTY:

Contract Administrator for CONTRACTOR: Name: Jennifer Westphal

Name: James Rydingsword Title: Director. Health and Human Services Address: 1111 San Felipe Road. Suite 206

Address: 1417 Sally St.

Hollister. California 95023

Hollister. CA 95023

Telephone No.: (831) 636-4180

Telephone No .: (541 ) 619-6040

Fax No.: - - - - - - - - - - - -

Fax No.: .:....:N=/A~----------

SIGNATURES

APPROVED BY COUNTY:

Name:

APPROVED BY CONTRACTOR:

-------------

Chair, San Benito County Board of Supervisors Date: - -- - - -- - - - -

Tax ID: 541-69-9831 Date: - - - - - - - - - - - - - - -

APPROVED AS TO LEGAL FORM: San Benito County Counsel

By: _~ _ _'-_C\C? _ ____ Date:

--~1_-_i_J-_i5 _ _____

Page2of2

Revised 7/0 8

Page 135 of 230

08/13/2015

ATIACHMENT A Scope of Services Contractor, Jennifer Westphal, will develop and/or resurrect existing gardens at up to four SNAP-Ed eligible (food stamp nutrition eligible) preschool, school, or after school sites. This contract will be begin August 18, 2015 and end September 30, 2015. The contractor will provide the following services: •

Develop a garden plan and obtain approval from school staff and SNAPEd program before beginning project at each site,



Procure equipment, supplies and materials for the purpose of maintaining availability of required items and completing jobs efficiently,



Prepare grounds areas (e.g., fertilizes soil) for the purpose of providing adequate, attractive and safe areas for assemblies, recreational activities and/ or special events,



Install irrigation system if needed,



Plant all garden plants and trees,



Gardening and grounds maintenance work as planting, transplanting, seeding, re-sodding, mulching, dusting, spraying, watering, cultivating, cutting, arranging, pruning and trimming trees, shrubs, flowers and grass.



Inspect for obvious plant diseases (molds, brown spots, rusts, blight, mildew) plant insects (leafminer, scales, borers, slugs) and unusual or poor plant growth.



Coordinate with custodial, grounds, site administrators, and coaches for the purpose of adjusting irrigation schedules, preparing and ensuring a safe environment for participants.



Inspect finished work for the purpose of ensuring quality standards are met/ maintained.



Participate in meetings for gathering information required to perform job functions. END OF ATTACHMENT A

Page 136 of 230

08/13/2015

Jennifer Westphal Jennifer Westphal is a Canadian prairie transplant who never knew the difference between warm season and cool season crops before moving to Hollister 7 years ago. She has developed her love of gardening in her backyard in downtown Hollister and shared that passion with the kids of San Benito County, coordinating programs that provide opportunities for them to learn about the outdoors and gain skills in growing and cooking a variety of fruits and vegetables. Jennifer has coordinated the Harvest of the Month program for both the MOMS Club of Hollister at Park Hill Community Garden, and for the Hollister Dual Language Academy. She also managed a Literacy for Life grant project from Ag in the Classroom, continuing a partnership between the HDLA, Comstock Community Farm, and the Community Food Bank of San Benito County. Currently serving a second term as the Treasurer of the HDLA Parents Club, Jennifer has helped steer the organization through the process of becoming a 501 c3 non-profit. Jennifer looks forward to spending time more time at our school gardens as her three boys transition through their school years.

Jennifer Westphal 1417 Sally St. Hollister, CA [email protected] 541-619-6040

Page 137 of 230

08/13/2015

ATTACHMENT B Payment Schedule B-1. BILLING Charges for services rendered pursuant to the terms and conditions of this contract shall be invoiced on the following basis: (check one) [ ] One month in arrears. Upon the complete performance of the services specified in Attachment A. [ ] [X] The basis specified in paragraph B-4.

B-2. PAYMENT Payment shall be made by COUNfY to CONTRACTOR at the address specified in paragraph 8 of this contract, net thirty (30) days from the invoice date.

B-3. COMPENSATION COUNTY shall pay to CONTRACTOR: (check one)

[ J a total lump sum payment of $ -----~------------1 or [X] a total sum not to exceed $ 16,000.00 for services rendered pursuant to the terms and conditions of this contract and pursuant to any special compensation terms specified in this attachment, Attachment B.

B-4. SPECIAL COMPENSATION TERMS: (check one) [] There are no additional terms of compensation.

[X ] The following specific terms of compensation shall apply: (Specify)

Contractor, Jennifer Westphal, shall bill the County of San Benito and receive payment for half of contract amount ($8,000) upon completion of a garden plan at each site (activity #1 of Scope of Work) and the remaining half of contract amount ($8,000) at the completion of project. END OF ATIACHMENT B.

Attachment B: Page 1 of 1

Revised 1/%

Page 138 of 230

08/13/2015

ATTACHMENT C General Terms and Conditions C-1.

INDEMNIFICATION.

CONTRACTOR and COUNTY each agree to indemnify, defend and save harmless the other party and the other party's officers and employees, from and against any and all claims and losses whatsoever arising out of, or in any way related to, the indemnifying party's performance under this contract, including, but not limited to, claims for property damage, personal injury, death, and any legal expenses (such as attorneys' fees, court costs, investigation costs. and experts' fees) incurred by the indemnitee in connection with such claims or losses. A party's "performance" includes the party's action or inaction and the action or inaction of that party's officers and employees.

C-2.

GENERAL INSURANCE REQUIREMENTS.

Without limiting CONTRACTOR'S duty to indemnify COUNTY, CONTRACTOR shall comply with the insurance coverage requirements set forth in the contract and in this attachment Those insurance policies mandated by Paragraph C-3 shall satisfy the following requirements: (a)

Each policy shall be issued by a company authorized by law to transact business In the State of California.

(b)

Each policy shall provide that COUNTY shall be given notice in writing at least thirty (30) days in advance of any change, cancellation, or nonrenewal thereof.

(c)

The comprehensive motor vehicle and comprehensive general liability policies shall each provide an endorsement naming the County of San Benito and its officers, agents and employees as additional insureds.

(d)

The required coverage shall be maintained in effect throughout the term of this contract.

CONTRACTOR shall require all subcontractors performing work under this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pursuant to this agreement.

C·3.

INSURANCE COVERAGE REQUIREMENTS.

If required by paragraph 5 of the contract, CONTRACTOR shall maintain the following insurance policies in full force and effect during the term of this contract: (a)

CONTRACTOR shall maintain Comprehensive general liability insurance. comprehensive general liability insurance. covering all of CONTRACTOR's operations with a combined single limit of not less than the amount set out in paragraph 5 of this contract.

(b)

Professional liability insurance. CONTRACTOR shall maintain professional liability insurance with liability limits of not less than the amount set out in paragraph 5 of this contract.

(c)

Comprehensive motor vehicle liability insurance. CONTRACTOR shall maintain comprehensive motor vehicle insurance covering all motor vehicles (including owned, non-owned and hired) used in providing services under this contract, with

revised 3/97

Attachment C: Page 1of6

Page 139 of 230

08/13/2015

a combined single limit of not less than the amount set out in Paragraph 5 of this contract. (d)

C-4.

Workers' compensation insurance. CONTRACTOR shall maintain a workers' compensation plan covering all of its employees as required by California Labor Code Section 3700, either through workers' compensation insurance issued by an insurance company or through a plan of self-insurance certified by the State Director of Industrial Relations. If CONTRACTOR elects to be self-insured, the certificate of insurance otherwise required by this contr act shall be replaced with a consent to self-insure issued by the State Director of rndustrial Relations.

CERTIFICATE OF INSURANCE.

Prior to the commencement of performance of services by CONTRACTOR and prior to any obligations of COUNTY, CONTRACTOR shall file certificates of insurance with COUNTY, showing that CONTRACTOR has in effect the insurance required by this contract. CONTRACTOR shall file a new or amended certificate promptly after any change is made in any insurance policy which would alter the information on the certificate then on file. In lieu of providing proof of insurance, CONTRACTOR may provide proof of self-insurance meeting CONTRACTOR warrants that requirements equivalent to those imposed herein. CONTRACTOR's self-insurance provides substantially the same protection to COUNTY as the insurance required herein. CONTRACTOR further agrees to notify COUNTY in the event any change in self-insurance occurs that would alter the obligations undertaken in this contract within thirty (30) days of such change.

C-5.

RECORDS TO BE MAINTAINED.

CONTRACTOR shall keep and maintain accurate records of all costs incurred and all time expended for work under this contract. CONTRACTOR shall contractually require that all of CONTRACTOR'S subcontractors performing work called for under this contract also keep and maintain such records. All such records, whether kept by CONTRACTOR or any subcontractor, shall be made available to COUNTY or its authorized representative, or officials of the State of California for review or audit during normal business hours, upon reasonable advance notice given by COUNTY, its authorized representative, or officials of the State of California.

C-6.

RETENTION OF RECORDS.

CONTRACTOR shall maintain and preserve all records related to this contract for a period of three years from the close of the fiscal year in which final payment under this contract is made. CONTRACTOR shall also contractually require the maintenance of such records in the possession of any third party performing work related to this contract for the same period of time. Such records shall be retained beyond the three-year period, if any audit involving such records is then pending, until the audit findings are resolved. The obligation to insure the maintenance of the records beyond the initial three year period shall arise only if the COUNTY notifies CONTRACTOR of the commencement of an audit prior to the expiration of the three year period.

C-7.

TITLE TO DOCUMENTS; COPYRIGHT.

Alf reports and other materials collected or produced by the CONTRACTOR or any subcontractor of CONTRACTOR shall, after completion and acceptance of the contract, become the property of COUNTY, and shall not be subject to any copyright claimed by the CONTRACTOR, subcontractor, or their agents or employees. CONTRACTOR may retain copies of all such materials exclusively for administrative purposes. Any use of completed or uncompleted documents for other projects by CONTRACTOR, any subcontractor, or any of their agents or employees, without the prior written consent of COUNTY is prohibited.

Attachment C: Page 2 of 6

revised 3/97

Page 140 of 230

08/13/2015

C-8.

INDEPENDENT CONTRACTOR.

CONTRACTOR and its officers and employees, in the performance of this contract, are independent contractors in relation to COUNTY and not officers or employees of COUNTY. Nothing in this contract shall create any of the rights, powers, privileges or immunities of any officer or employee of COUNTY. CONTRACTOR shall be solely liable for all applicable taxes or benefits, including, but not limited to, federal and state income taxes, Social Security taxes, or ERISA retirement benefits, which taxes or benefits arise out of the performance of this contract. CONTRACTOR further represents to COUNTY that CONTRACTOR has no expectation of receiving any benefits incidental to employment.

C-9.

CONFLICT OF INTEREST.

CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the CONTRACTOR further covenants that, in the performance of the services hereunder. performance of this contract, no subcontractor or person having such an interest shall be used or employed. CONTRACTOR certifies that no one who has or will have any financial interest under this contract is an officer or employee of COUNTY.

C-10. COMPLIANCE WITH APPLICABLE LAWS. CONTRACTOR shall comply with all applicable federal, state and local laws now, or hereafter, in force, and with any applicable regulations, in performing the work and providing the services specified in this contract. This obligation includes, without limitation, the acquisition, and maintenance of any permits, licenses, or other entitlements necessary to perform the duties imposed expressly or impliedly under this contract.

C-11. NONDISCRIMINATION. CONTRACTOR shall not discriminate in the employment of persons necessary to perform this contract on any legally impermissible basis, including on the basis of the race, color, national origin, ancestry, religion, age, sex, or disability of such person.

C-12. BANKRUPTCY. CONTRACTOR shall immediately notify COUNTY in the event that CONTRACTOR ceases conducting business in the normal manner, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection of the rights of creditors.

C-13. PROHIBITION AGAINST ASSIGNMENT AND DELEGATION OF DUTIES. Except as specifically authorized herein, no rights under this contract may be assigned and no duties under this contract may be delegated by CONTRACTOR without the prior written consent of COUNTY, and any attempted assignment or delegation without such consent shall be void.

C-14. NEGOTIATED CONTRACT. This contract has been arrived at through negotiation between the parties. Neither party is to be deemed the party which prepared this contract within the meaning of California Civil Code Section

1654.

Attachment C: Page 3 of 6

revised 3/97

Page 141 of 230

08/13/2015

C-1 5. SEVERABILITY. Should any provision herein be found or deemed to be invalid, this contract shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect. To this end, the provisions of this contract are declared to be severable.

C-16. ENTIRE CONTRACT. This contract is the entire agreement of the parties. There are no understandings or agreements pertaining to this contract except as are expressly stated in writing in this contract or in any document attached hereto or incorporated herein by reference.

C-17. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract.

C-18. TERMINATION. Either party may terminate this contract, with or without cause, at any time. In order to terminate this contract, the terminating party shall give advance written notice to the other party. The termination shall be effective no earlier than the expiration of the number of days specified in paragraph 6 of this contract. The termination notice shall be made as specified in paragraph C-19, below. In the event of termination, COUNTY shall pay CONTRACTOR for all work satisfactorily performed prior to the effective date of the termination.

C-19. NOTICES. Notices to the parties in connection with the administration of this contract shall be given to the parties' contract administrator personally, by regular mail, or by facsimile transmission as more particularly specified in this paragraph. Notices will be deemed given on: (a)

The day the notice is personally delivered to the contract administrator or the office of the party's contract administrator; or

(b)

Five days after the date the notice is deposited in the United States mail, addressed to a party's contract administrator as indicated in this contract, with first-class postage fully prepaid; or

(c)

On the day that the notice is transmitted by facsimile to a party's facsimile number specified in paragraph 8 of this contract, provided that an original of such notice Is deposited in the United States mail, addressed to a party's contract administrator as indicated in this contact, on the same day as the facsimile transmission is made.

C-20. RESPONSIBILITY OF CONTRACT ADMINISTRATORS. All matters concerning this contract which are within the responsibility of the parties shall be under the direction of, or shall be submitted to, the respective contract administrators or to the party's employee specified, in writing, by the contract administrator. A party may, in its sole discretion, change its designation of its contract administrator and shall promptly give written notice to the other party of any such change.

C-21. MATERIALITY.

revised 3/97

Attachment C: Page 4 of 6

Page 142 of 230

08/13/2015

The parties consider each and every term, covenant, and provision of this contract to be material and reasonable.

C-22. WAIVER. Waiver by either party of a breach of any covenant of this contract will not be construed to be a continuing waiver of any subsequent breach. COUNTY's receipt of consideration with knowledge of CONTRACTOR'S violation of a covenant does not waive its right to enforce any covenant of this contract. The parties shall not waive any provisions of this contract unless the waiver is in writing and signed by all parties.

C-23. AUTHORITY AND CAPACITY. CONTRACTOR and CONTRACTOR's signatory each warrant and represent that each has full authority and capacity to enter into this contract.

C-24. BINDING ON SUCCESSORS. All of the conditions, covenants and terms herein contained shall apply to, and bind, the heirs, successors, executors, administrators and assigns of CONTRACTOR. CONTRACTOR and all of CONTRACTOR's heirs, successors, executors, administrators, and assigns shall be jointly and severally liable under this contract.

C-25. CUMULATION OF REMEDIES. All of the various rights, options, elections, powers and remedies of the parties shall be construed as cumulative, and no one of them exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of any condition, covenant or term by the other party. The exercise of any single right, option, election, power or remedy shall not, in any way, impair any other right, option, election, power or remedy until all duties and obligations imposed shall have been fully performed.

C-26. INDEPENDENT ADVICE. Each party hereby represents and warrants that in executing this contract it does so with full knowledge of the rights and duties it may have with respect to the other. Each party also represents and warrants that it has received independent legal advice from its attorney with respect to the matters set forth in this contract and the rights and duties arising out of this contract, or that such party willingly foregoes any such consultation.

C·27. NO RELIANCE ON REPRESENTATIONS. Each party hereby represents and warrants that It is not relying, and has not relied, upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to this contract may hereunder turn out to be other than, or different from the facts now known to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts turning out to be different and agree that this contract ·shall be effective in all respects and shall not be subject to rescission by reason of any such difference in facts.

C-28. REDUCTION OF CONSIDERATION. CONTRACTOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNTY by CONTRACTOR as a result of any obligation arising prior to the execution of this contract. For purposes of this paragraph, obligations arising

Attachment C: Page 5 of 6

revised 3 / 97

Page 143 of 230

08/13/2015

prior to the execution of this contract may include, without limitation, any property tax, secured or unsecured, which tax is in arrears. If COUNTY exercises the right to reduce the consideration specified in Attachment B, COUNTY shall give CONTRACTOR notice of the amount of any off-set and the reason for the deduction.

C-29. COUNTERPARTS. This contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original. The counterparts shall together constitute one contract.

END OF ATTACHMENTC.

)

Attachment C: Page 6 of 6

revised 3/97

Page 144 of 230

08/13/2015

9

ACORD

I

CERTIFICATE OF LIABILITY INSURANCE

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DAlE (MMIDDIYYYY)

08/12/2015

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). :;~';'"'T PRODUCER !'!l~J_.,.....

Hisooxlnc. 520 Madison Avenue, 32nd Floor

I FAX IAJC. Nol:

855-970-8255

~~~S:

New York, NY 10022

INSURER/SI AFFORDING COVERAGE INSURER A: Hiscox Insurance Company Inc.

INSURED JENNIFER WESTPHAL

NAIC#

10200

INSURERB: INSUR!RC : INSURERD : INSURERE:

1417 SALLY STREET Hollister CA

95023 INSURERF: CERTIFICATE NUMBER· COVERAGES REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLi,.UD" POLICY EXP INSR ,....,.. TYPE OF INSURAHCE LIMITS L,..,

-x

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POUCY NUMBER

l~an

,:aJr1%Y~

COMMERCIAL GBIERAL LIABILITY

EACH OCCURRENCE Ul\Ml\<>C \~i'U:l'I I t:LI

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N

32177430

PREMISES Ea ocamoncel MED EXP (Any one penion) 08/18/2015 08/18/2016 PERSONAL & NJV INJURY

GEN'L AGGREGATE LIMIT APPLIES PER:

~ POLICY D ~~tr

O

>--

AfN AUTO ALL OWNED

-

Al/TOS HIRED AUTOS

-

UMBRELLA LIAB EXCESSUAB

S{T Gen.Agg.

$

OTHER: AUTOMOBILE LIABILITY >--

$

GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $

Loc

1,000,000 100,000 5,000 1,000,000 2,000,000

$

s s

>--

-

SCHEDULED AUTOS NON-OWNED Al/TOS

lf':'ac~;J;~t~GLE LIMIT

$

BOOLY INJURY (Per penion)

s

BOOl.Y INJURY (Per accident) $

rf~'id"'int~GE

$ $

H

EACH OCCURRENCE AGGREGATE

OCCUR CLAIMS-MADE

I

OED I RETENTION s WORKERS COMPENSATION ANO EllPLOYERS' LIAllLITY NolY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCl.UOED? (Mandatory In NH) If yes, describe under -ni:cr"' 1PTIONOF OPE~

OTHISTATUTE PER I I ER

Y/N

D

$

$ $

E.L EACH ACCIDENT $ E.L. DISEASE ·EA EMPl.OVEE $ E.L DISEASE -POLICY LIMIT $

N/A

DESCRIPTION Of OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltl-1 Ranuorks Schedu'9, m•Y be llltllched if more spece Is required) LANPSCAPING

CANCELLATION

CERTIFICATE HOLDER COUNTY OF SAN BENITO AND ITS OFFICERS,AGENTS & EMPLOYEES

SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE

4814TH ST, lST FLOOR

THE EXPIRATION DATE THEREOF, NOTICE Will BE DELIVERED .. ACCORDANCE WITH THE POLICY PROVISIONS.

Hollister CA

95023

ACORD 25 (201"4101)

AUTHORIZED REPRESENTATIVE

© 1988-2014ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

Page 145 of 230

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Academia en Dos ldiomas de

HOLLISTER Dual Language Academy 873 Santa Ana Road Hollister, California 95023

Office (831 ) 6 34-4930 Fax (831 ) 634-4 934

To Whom it May Concern: This letter serves to verify that our school is happy to have the garden project at our school! We give our permission to have Jennifer Westphal! (and any others contracted by the organization) to implement a container garden on our school grounds. We appreciate the opportunity and look forward to the partnership! Sincerely,

Monique Ruiz Principal

Page 146 of 230

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SUNNYSLOPE ELEME.NTARY SCHOOL HOLUSTER SCHOOL D1STR1CT

To Whom It May Concern:

1hls letter serves to verify that our school is happy to have the garden project at our school! We give our permission to have Jennifer Westphal (and any others contracted by the organization) to work on our garden on our school grounds. We appreciate the opportunity and look forward to the partn~rship!

Sincerely,

I~

G.tt::'

;ffj,_,a~ ···

Armenta

Assistant Principal

Go~ernlng Board

147S Memol'ial Drive Hollister, CA 9S023-S099 (831) 636-4420, Fax (831) 634-4920 Dr. Gary Mcintire, Superintendent Bill Sachau, Principal

Dee Brown, Ph. D. Joe Navarro Michal Quel'y Elsa Rodriguez Rebecca Salinas

Page 147 of 230

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Erika A. Vallin

From: Sent To: Cc:

Subject:

Erika A. Vallin Tuesday, August 11, 2015 4:26 PM Irma Valencia Samela Perez Approval from HDLA, Sunnyslope and RO Hardin for Gardemer

Hi Irma, Here are emails from the schools who are on board with our sub contract, Jennifer Westphal, working on their gardens.

From principal from HDlA•••. Dear Erika, Thank you for the opportunity to have a garden in our school per your grant! This email serves to confirm that we give our permission to Jennifer Westphal and any others from your organization (or contracted by you) to come help prepare and implement a container garden on school grounds. You may contact me with any questions. Sincerely, Monique

Monique Ruiz, M.S. Principal Hollister Dual Language Academy 873 Santa Ana Road Hollister, CA 95023 (831) 634-4930

From principal from Sunnyslope••••

On Wed, Aug S, 2015 at 10:08 AM, Erika A. Vallin wrote:

Hi Bill, The two gardeners will be Mark Paxton and Jennifer Westphal. I believe Karminder Brown and Mary Paxton will be volunteering from time to time. Thank you for always supporting our program. Just so I am clear, can you confirm that Sunnyslope would like to be one of the 4 schools? Thanks so much,

S:rika Vallin lealth Education Associate ti SNAP-Ed Nutrition Program San Benito County 1

Page 148 of 230

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831-636-4420 834-634-4960 FAX [email protected] "Beat the Bell!" CONFIDENTIALITY NOTICE: This communication and any documents, files, or previous e-mail messages attached to it constitute an electronic communication within the scope of the Electronic Comm unication Privacy Act, 18 USCA 2510. This communication may contain non-public, confidential, or legally privileged information intended for the sole use of the designated recipient(s). The unlawful interception, use or disclosure of such information is strictly prohibited under 18 USCA 2511 and any applicable laws.

From RO Harcfrn •••

From: Hanna Rodriguez [mailto:[email protected]] Sent: Friday, August 07, 2015 4:00 PM

To: Erika A. Vallin Subject: Re: FW: garden

Hi Erika, this is fantastic news!! Let me contact Ms Gaver and Ms Hatchet and I'll get back to you asap. Thanks, Hanna From: Hanna Rodriguez [mailto:[email protected]) Sent: Sunday, August 09, 2015 9:21 PM To: Erika A. Vallin Subject: Re: FW: garden

Hi Erika, Is there any paperwork or something that requires a signature because it might go quicker (if I get Ms. Gaver and/or Ms Hatchett to sign it and then give it back to you). Right now they are a little busy making class lists for all the teachers, so it's kind of bard to get a hold of$em. Let me know what you think.. thanks! Hanna

I have replied to Hanna and let her know to please send me a statement saying that they are allowing gardener to work on their school garden. I can forward that over to you as soon as I get it.

Please let us know if you need anything else. Thank you, Erika

Erlka Vallin Health Education Associate II SNAP-Ed Nutrltlon Program ~n

Benito County Public Health Di.vision 439 4th Street Hollister, CA 95023 evallin@cosb. us (831) 637·5367 3

Page 149 of 230

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TO: FROM:

BOARD OF SUPERVISORS Department of Public Works

1k7/~ff

,

'/ O§·

CONTACT FOR INFORMATION: Name: Linda McElrov Phone No: (831) 902-2267

Joseph Horwedel, Public Works Director MEETING DATE:

Leav.e ~.ink:.

Agenda Time Estimates: Minutes or Iii C.Onsent

AGENDA ITEM TRANSMITTAt

NUMBER OF CERTIFIED COPIES REQUIRED:

1

(1) SUBJECT:

August18,2015

Approve reclassification of Road Maintenance Superintendent to Public Works Superintendent.

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

During fiscal year 2015-16 budget hearings, the board approved a reclassification change in the schedule of authorized positions moving the current Road Maintenance Superintendent to a Public Works Superintendent. The current position of Road Maintenance Superintendent has a primary focus on Road Maintenance. On July 1, 2015 a shift in responsibility for Parks and County Service Areas have moved back under the umbrella of the Roads Division. The current responsible division, Facility and Grounds, have not had the man-power and equipment necessary to manage these responsibilities without scheduling assistance from the Road Division for years. Prior to Facility and Grounds assuming responsibilities of Parks and County Service Areas, the Roads Division managed these areas under a Public Works Superintendent. Due to an increase in aging facility concerns, the department feels it more appropriate to focus Facility and Grounds on maintenance and improving county business infrastructures and shift the responsibility of Parks and County Service Areas back under a Public Works Superintendent.

(3) OTHER AGENCY INVOLVEMENT:

Administration, Human Resources (4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: D Contract D Resolution D Ordinance D Other: (6) FUNDING SOURCE(S):

Road Maintenance, CSA and Parks (10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

FY2015-16 Schedule of Authorized Positions (7) CURRENT YEAR COST: $ 65,055 DYES

~NO

I

(8) ANNUAL OR PROJECT COST:$ 69,671

If YES, STATE NUMBER: Permanent

I

(9) BUDGETED: ~YES 0 NO

Limited Term

(11) RECOMMENDED ACTION(S):

It is respectfully recommended that the Board of Supervisors 1. Approve the reclassification of 1.0 FTE Road Maintenance Superintendent to 1.0 FTE Public Works Superintendent as identified in the scheduled of authorized positions for Road Maintenance Division of Public Works using County Personnel Rule 7.G.1.

/)() ((£1(k,,· p

DATE

SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE

B

-/2· 15

CLERK'S USE ONLY 0APPROVED 0 ACKNOWLEDGED 0 SET PUBUC HEARING

0

DENIED 0 ACCEPTED 0APPOINTED

0

ADOPTED 0 RESOLlJTlON NO. 0 ORDINANCE NO.

0 CONTINUED TO - - - - 00THER

ONOACTIO =N~T~AK=E~N-----~---

BY: Deputy Clerk of the Board

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR • COUNTY COUNSEL

Page 150 of 230

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Agenda lime Estimates: Minutes or Ill Consent

AGENDA ITEM TRANSMITTAL TO: FROM:

BOARD OF SUPERVISORS Department of Public Works

Leave Bla'nk:

CONTACT FOR INFORMATION: Name: Ken Nattell Phone No: (831) 636-4170

Joseph Horwedel, Public Works Director

< ,.,,:

P~te/J1rl1t:!· ~d: ..

}~~~~.fc :.·~~~~(J~f . NUMBER OF CERTIFIED COPIES REQUIRED:

1

(1) SUBJECT:

MEETlNG DATE:

August 18, 2015

Elevator Maintenance Services PWP-1401 Contract With ThyssenKrupp Elevator

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attadunent):

On October 21, 2014 Public Works Department prepared and solicited requests for proposals {RFP) for county-wide Elevator Maintenance services. PWP-1401 . The RFP was advertised for two weeks and posted on EBidBoard. A total of two proposals were received on January 27, 2015. After careful consideration and evaluation of the proposals received it has been determined that ThyssenKrupp was the most qualified provider.

RECEWED fuil'5 -.55'/fo G'1 ·2 201~

SANEla!iTO

COUNTY COUtcSO.

(3) OTHER AGENCY INVOLVEMENT:

County Counsel (4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITTM: Iii Contract D Resolution D Ordinance D other:

October 14, 2014

(6). FUNDING SOURCE(S);

(7) CURRENT YEAR COST:

(8) ANNUAL OR PROJECT

$NIA

COST: $ 8, 100

Facilities and Grounds (10} WILL PROPOSAL REQUIRE ADOIDONAL PERSONNEL?

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECifIC ITTM:

DYES

~NO

If YES, STATE NUMBER: Permanent

(9) BUDGETED: ~YES ONO

Limited Term

(11) RECOMMENDED ACTION(S}:

It is respectfully recommended that the Board of Supervisors 1. Award the contract for Elevator Maintenance Services to ThyssenKrupp Elevator Company for an annual amount of $8100.00. With the option to automatically renew for up to three consecutive years, and; 2. Authorize /)074hair to sign the contract for Elevator Maintenance Services

!r1-l/./

August 12, 2015 DATE

SIGNATURE OF M'ENCv OR 6EPARTMENT AUTHORIZED REPRESENTATIVE

CLERK'S USE ONLY 0APPROVED 0 ACKNOWLEDGED 0 SET PUBLIC HEARING

D 0

0

DENIED ACCEPTED APPOINTED

D 0

ADOPTED RESOLUTION NO. 0 ORDINANCE NO.

0 CONTINUED TO 00THER

~~~~0NOACTIO~N=T-AK_E_N~~~~~~~~~

BY: Deputy Clerk of the Board DATE:

COPY ROUTING:

ORIGINAnNG AUDITOR - COUNTY COUNSEL Page DEPT. 151 of- 230 08/13/2015

:

CONTRACT

The COUNTY OF SAN BENITO ("COUNTY'') and Thyssen Krupp Elevator Company ("CONTRACTOR") enter into this contract which shall be effective on the date stated in Paragraph 1.

1.

Duration of Contract. This contract shall commence on August 1. 2015, and end on July 31 . 2016, unless sooner terminated as specified herein. Unless either party gives the other party written notice within not less than ninety {90) days of the expiration of this contract, the contract shall automatically renew for an additional one-year period of time, upon the same terms and conditions. The contract may be automatically renewed in this manner up to three (3) times.

2.

Scope of Services. CONTRACTOR, for COUNTY's benefit shall perform the services specified on Attachment A to this contract. Attachment A is made a part of this contract.

3.

Compensation for Services. In consideration for CONTRACTOR's performance, COUNTY shall pay compensation to CONTRACTOR according to the terms specified in Attachment B. Attachment B is made a part of this contract.

4.

General Terms and Conditions. The rights and duties of the parties to this contract are governed by the general terms and conditions mutually agreed to and listed in Attachment C. Attachment C is made a part of this contract.

5.

Insurance Limits. CONTRACTOR shall maintain the following insurance policy limits of coverage consistent with the further insurance requirements specified in Attachment C.

(a)

(b) (c)

6.

Comprehensive general liability insurance: Prpfessional liability insurance: Comprehensive motor vehicle liability insurance:

$1,000,000

$ NIA $250.000/$500.000

Termination. The number of days of advance written notice required for termination of this contract is 30 days~

7.

Specific Terms and Conditions (check one) [ ]

There are no additional provisions to this contract.

[X]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment D. Attachment Dis made a part of this contract.

Revised 7/08

Page 152 of 230

Page 1 of2

08/13/2015

•. [XJ

The rights and duties of the parties to th is contract are additionally governed by the specific, ... additional terms mutually agreed to and listed in Attachment D. Attachment D is made a part of this contract.

[

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment E. Attachment E is made a part of this contract.

]

Information about Contract Administrators~

8.

The following names, titles, addresses, and telephone numbers are the pertinent information for the respective contract administrators for the parties. Contract Administrator for COUNTY:

Contract Administrator for CONTRACTOR:

Name: .Ray Espingza m·--m --··- .....--. -m m_

Name: Dwayne. Carpenter __

Title: County Administrative Officer

Title: Accoun~. M~~~a.e~----· ·

Address: 4§1 Foutth §!c~et . '



TI



.... .

. ·1 .

Address: 2140Zanker. Road~,.·-· --·· ··-···· ····--·-· ··'

'd

Hollister r· Califomia 95023 -

San CaliforniaJJ513-1 . . Jose, . . __ g ~

Telephone No.: 8;i1-636·4170 --~-~· ~ ~_

Telephone No.: f!-_2:~=~~.~:_9_9J
Fax No.: 831-636-4176-

Fax No.: :866-Z7,4;1.9.l 5



• •.•••

<..... .....

' •' ••m,.o .........

..,

••o:-•••••• •••"f"--·H' ..: . !•

SIGNATURES

APPROVED BY

COUNTY~

·-·- -·-· ····· -'":tl"WI•'

·-·:····- ··.::::

Name·l .Marpia~a.r!_lQ& .. Title~

APPROVED BY CONTRACTOR:

,..••._,, ..... .........:.., ....., .•..,., ..- - ,-,-·_,

m

,Chair.Board at.Suoerv.jsars..

.. ....... ......

,:;~

Title: Account Manager .

APPROVED AS TO LEGAL FORM:

San Benito County Counsel's Office

BY.t ShirJey.L... Murph-'l· · Deputy.-County.Co.unsel

Dale::

(jp.g. rz, zn!S Pagc 2of2

Revised 7/08

Page 153 of 230

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ATTACHMENT A Scope of Services

Contractor shall provide elevator maintenance services as set f orth below.

1.

Scope The specifications described below set forth the miniinum requirements for the quantity and quality of work to be performed hereunder. The items to be purchased shall meet or exceed the required specifications. As used herein, the "work" refers to the articles, equipment, materials,, supplies and labor as specified, designated or otherwise required by this contract and by RFP PWP-1401. Except where specified to the contrary herein, all work shall be new and shall be supplied with the equipment and accessories indicated as standard equipment in manufacturer's published descriptions, owner's manuals, and other literature for said work. No advantage shall be taken by the Contractor in omitting any unspecified minor article that goes into making the unit complete.

2.

Services At the direction of the County's Contract Administrator (CA), Contractor shall provide Elevator Maintenance services in a timely manner, during normal business hours, Monday - Friday, 7:00 a.m. - 4:00 p.m., unless otherwise authorized by the County's CA. Services shall include all necessary personnel, equipment, tools, materials, supplies and expertise, as set forth below:

Contractor shall provide monthly maintenance service to four (4) Countyowned elevators identified as follows: 1. 2. 3.

Elevator located at the County Administrative Offices, 481 Fourth Street, Hollister, CA. State Number 102033. Elevator located at the Old County Courthouse, 440 Fifth Street, Hollister, CA. State Number 038760. Elevator located at the County Probation Department, 419 Fourth Street, Hollister, CA. State Number 109671.

Contractor shall provide on-call emergency and weekend services, as requested. Contractor's response time to emergency calls is not to exceed two (2) hours. Contractor shall provide all materials, tools, personnel, and expertise required to perform monthly inspections on four (4) elevators. Work will include all necessary or manufacturer required: cleaning and oiling of

Attachment A: Page 1 of 2

Page 154 of 230

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machine parts, inspection and maintenance of motor, signal devices, interlocks, controllers, lubricating guides, lighting and all emergency communication and signal systems, as well as any and all other measurements and test items required to obtain state certification. All routine adjustments are to be made at the time of the regular inspections. Contractor to obtain all reporting certifications and documents as required by local, state and federal law, including annual and five-year load and speed tests. No additional services shall be provided during the life of the Contract, except upon written order from the CA in advance of any additional work. 3.

Specifications: Equipment, Tools, Materials & Supplies

Contractor shall provide the equipment, tools, materials and supplies necessary to provide Elevator Maintenance services to the County. All equipment, materials and supplies and any required replacement components shall meet or exceed manufactures' specifications. Contractor provided materials and supplies shall conform to San Benito County's Recycled Content Purchasing Policy, if feasible. END OF ATTACHMENT A.

Attachment A: Page 2 of 2

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AITACHMENT B

PayntentSchedule B-1. BILLING Charges for services rendered pursuant to the terms and conditions of this contract shall be invoiced on the following basis: (check one) [X] One month in arrears. [ 1 Upon the complete performance of the services specified in Attachment A. [ ] The basis specified in paragraph B-4.

B-2. PAYMENT Payment shall be made by COUNTY to CONTRACTOR at the addr€Ss specified in paragraph 8 of this contract, net thirty (30) days from the invoice date.

B-3. COMPENSATION COUNTY shall pay to CONTRACTOR: (check one)

[ 1 a total lump sum payment of$ _ _ _ _ __ _ _ _ _ _ _ _ _ ___, or [X] a total sum not to exceed $....;:8....1=0~0= .0~0_ _ _ __ _ _ _ _ _ _ _ _ __,

for services rendered pursuant to 1he terms and conditions of this contract and pursuant to any special compensation terms specified in this attachment, Attachment B.

B-4.. SPECIAL COMPENSATION TERMS: (check one) [X] There are no additional terms of compensation. [ ] The following specific terms of compensation shall apply: (Specify) A. The following rates shall apply to this contract: County Administration location: Old County Courthouse location: Probation Department location:

sum not to exceed $225.00/mo. or $2,700.00/yr. sum not to exceed $225.00/mo. or $2,700.00/yr. sum not to exceed $225.00/mo. or $2,700.00/yr.

Standard hourly rate of scheduled services: Non-standard hourly rate for scheduled services (overtime):

$410.00/hr. $767.00/hr.

B. No additional service charges shall be made or imposed during the life of the Contract, nor will bills for changes or extra charges, modifications or deviations be recognized or paid for except upon written order from the Contract Admlltistrator (CA) in advance of any additional work.

Revised 1/96

Page 156 of 230

Attachment B: Page 1 of 2

08/13/2015

C. CONTRACTOR shall itemize all applicable service and labor must clearly identify the following information:

• • • • •

charges. Each invoice

County Contract or Purchase Order Number Service location Time and date of service A summary of work performed in the invoiced period Signature of Deparbnent Contact, or designee

END OF ATTACHMENT B.

Revised 1/96

Attachment B: Page 2 of 2

Page 157 of 230

08/13/2015

ATTACHMENT C

General Terms and Conditions C-L

INDEMNIFICATION.

CONTRACTOR and COUNIY each agree to indemnify, defend and save harmless the other parfy and the other party's officers and employees, from and against any and all claims and losses whatsoever arising out of, or in any way related to, the indemnifying party's performance under this contract including, but not limited to, claims for property damage, personal injury, death, and any legal expenses (such as attorneys' fees, court costs, investigation costs, and experts' fees) incurred by the indemnitee in connection with such claims or losses. A party's "performance" includes the party's action or inaction and the action or inaction of that partYs officers and

employees.

C-2.

·

GENERAL INSURANCE REQUIREMENTS.

Without limiting CONTRACTOR's duty to indemnify COUNTY, CONTRACTOR shall comply with the insurance coverage requirements set forth in the contract and in this attachment. Those insurance policies mandated. by Paragraph C-3 shall satisfy the following requirements: (a)

F.ach policy shall be issued by a company authorized by law to transact business in the State of California.

(b)

Each policy shall provide that COUN1Y shall be given notice in writing at least thirty (30) days in advance of any change, cancellation, or nomenewal thereof.

(c)

The comprehensive motor vehicle and comprehensive general liability policies shall each provide an endorsement naming the County of San Benito and its officers, agents and employees as additional insureds.

(d)

The required coverage shall be maintained in effect throughout the term of this contract

CONTRACTOR shall require all subcontractors performing work under this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pUISUaDt to this

agreement C-3.

INSURANCE COVERAGE REQUIREMENTS.

If required by paragraph 5 of the contract, CONTRACTOR shall maintain the following insurance policies in full force and effect during the term of this contract (a)

Comprehensive general liability insurance. CONTRACTOR shall maintain comprehensive general liability insurance, covering all of CONfRACTOR's operations with a combined single limit of not less than the amount set out in paragraph 5 of this contract

(b)

Professional liability insurance. CONTRACTOR shall mainfain professional liability insurance with liability limits of not less than the amount set out in paragraph 5 of this contract

revised 3197

Pagel

Page 158 of 230

of6

08/13/2015

C-4.

(c)

Comprehensive motor vehicle liability insurance. CONTRACTOR shall maintain comprehensive motor vehicle insurance covering all motor vehicles (including owned, non-owned and hired) used in providing services under this contract, with a combined single limit of not less than the amount set out in Paragraph 5 of this contract

(d)

Workers1 compensation insurance. CONTRACTOR shall maintain a workers' compensation plan covering all of its employees as required by California Labor Code Section 3700, either through workers' compensation insurance issued by an insurance company or through a plan of self-insurance certified by the State Director of Industrial Relations. If CONTRACTOR elects to be self-insured, the certificate of insurance otherwise required by this contract shall be replaced with a consent to self-insure issued by the State Director of Industrial Relations.

CERTIFICATE OF INSURANCE.

Prior to the commencement of performance of services by CONTRACI'OR and prior to any obligatiOIIS of COUNTY, CONTRACTOR shall file certificates of insurance with COUNIY, showing that CONTRACTOR has in effect the insurance required by this contract CONTRACTOR shall file a new or amended certificate promptly after any change is made in any insurance policy which would alter the information on the certificate then on file. In lieu of providing proof of insurance, CONTRACTOR may provide proof of self-insurance meeting requirements equivalent to those imposed herein. CONTRACTOR warrants that CONTRACTOR's self-insurance provides substantially the same protection to COUN1Y as the insurance required herein. CONTRACTOR further agrees to notify COUNTY in the event any change in self~insurance occurs that would alter the obligations undertaken in this contract within thirty (30) days of such change.

C-5.

RECORDS TO BE MAINTAINED.

CONTRACTOR shall keep and maintain accurate records of all costs incurred and all time expended for work under this contract CONTRACTOR shall contractually require that all of CONTRACTOR's subcontractors performing work called for under this contract also keep and maintain such records. All such records, whether kept by CONTRACTOR or any subcontractor, shall be made available to COUNTY OT its authoriz.ed representative, or officials of the State of California for review OT audit during normal business hours, upon reasonable advance notice given by COUNI'Y, its authorized representative, or officials of the State of California.

C-6.

RETENTION OF RECORDS.

CONTRACTOR shall maintain and preserve all records related to this contract for a period of three years from the close of the fiscal year in which final payment under this contract is made. CONI'RACTOR shall also contractually require the maintenance of such records in the possession of any third party performing work related ro this contract for the same period of time. Such records shall be retained beyond the three-year period, if any audit involving such records is then pending, until the audit findings are resolved. The obligation to insure the maintenance of the records beyond the initial three year period shall arise only if the COUNTY notifies CONTRACTOR of the commencement of an audit prior to the expiration of the three year period.

Pagc2of6

revised 3197

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08/13/2015

C-7.

TITLE TO DOCUMENTS; COPYRIGHT.

All reports and other materials collected or produced by the CONTRACTOR or any subcontractor of CONTRACTOR shall, after completion and acceptance of the contract, become the property of COUNTY, and shall not be subject to any copyright claimed by the CONTRACTOR, subcontractor, or their agents or employees. CONTRACTOR may retain copies of an such materials exclusively for administrative purposes. Any use of completed or uncompleted documents for other projects by CONTRACTOR, any subcontractor, or any of their agents or employees, without the prior written consent of COUNTY is prolu"bited.

C-8.

INDEPENDENT CONTRACTOR.

CONTRACTOR and its officers and employees, in the performance of this contract, are independent contractors in relation to COUNTY and not officers or employees of COUNTY. Nothing in this contract shall create any of the rights, powers, privileges or immunities of any officer or employee of COUNTY. CONTRACTOR shall be solely liable for all applicable taxes or benefits, including, but not limited to, federal and stale income ~es, Social Security taxes, or ERISA retirement benefits, which taxes or benefits arise out of the performance of this contract. CONTRACTOR further represents to COUNTY that CONTRACTOR has no expectation of receiving any benefits incidental f:o employment.

C-9.

CONFLICT OF INTEREST.

CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONTRACTOR further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall be used or employed.

C-10. COMPLIANCE WITH APPLICABLE iAWS. CONTRACTOR shall comply with all applicable federal, state and local laws now, or hereafter, in force, and with any applicable regulations, in performing the work and providing the services specified in this contract. This obligation includes, without limitation, the acquisition. and mainterumce of any permits, licenses, or other entitlements necessary f:o perform the duties imposed expressly or impliedly under this contract

C-11. NONDISCRIMINATION. CONTRACTOR shall not discrimlnate in the employment of persons necessary to perform this contract on anjr legally impermissible basis, including on the basis of the race, color, national origin, ancestry, religio~ age, sex, or disability of such person.

C-12. BANKRUPfCY. CONTRACTOR shall immediately notify COUNTY in the event that CONTRACTOR ceases conducting business in the normal maruier, becomes insolvent, makes a general as.5ignment for the benefit of creditors, suffers or permits the appoinbnent of a receiver for its business or assets, or avails itself of, or becomes subject t:o, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating f:o insolvency or protection of the rights of creditors.

Pagc3 of6

mvised 3197

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C-13. PROHIBmON AGAINST ASSIGNMENT AND DELEGATION OF DUTIES. Except as specifically authorized herein, no rights under this contract may be assigned and no duties under this contract may be delegated by CONTRACTOR without the prior written cement of COUNTY, and any attempted assignment or delegation without such consent shall be void. C4~

NEGOTIATEDCONTRACf.

This contract has been arrived at through negotiation between the parties. Neither party is to be deemed the party which prepared this contract within the meaning of California Qvil Code Section 1654.

C-15. SEVERABILITY. Should any provision herein be found or deemed to be invalid, this contract shall be construed as not containing such provision, and all other provisions which a.re otherwise lawful shall remain in full force and effect To this end, the provisions of this contract are declared to be severable.

C-16. ENTIRE CONTRACT. This contract is the entire agreement of the parties. There are no understandings or agreements pertaining to this contract except as are expressly stated in writing in this contract or in any

document attached hereto or incorporated herein by reference.

C-17. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract

C-18. TERMINATION. Either parfy may 1ennina.te this contract, with or without cause, at any ti.me. In order to terminate this contract, the terminating party shall give advance written notice to the other party. The termination shall be effective no earlier than the expiration of the number of days specified in paragraph 6 of this contract The termination notice shall be made as specified in paragraph C-19, below. In the event of termination, COUNTY shall pay CONTRACTOR for all work satisfactorily performed prior to the effective date of the termination

C-19. NOTICES. Notices to the parties in connection with the administration of this contract shall be given to the ·parties' contract administrator personally, by regular mail, or by facsimile transmission as more particularly specified in this paragraph. Notices will be deemed given on: (a)

The day the notice is personally delivered to the contract administrator or the office of the party's contract administrator; or

(b)

Five days after the date the notice is" deposited in the United States maa addressed to a party's contract administrator as indicated in this contract, with first-class postage fully prepaid; or

Page4 of6

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(c)

On the day that the notice is transmitted by facsimile to a party's facsimile number specified in paragraph 8 of this contract,. provided that an original of such notice is deposited in the United States mail. addressed to a party's contract administrator as indicated. ·in this contact,. on the same day as the facsimile transmission is made.

C-20. RESPONSIBILITY OF CONTRACT ADMINISTRATORS. All matters concerning this contract which are within the responsibility of the parties shall be under the direction of, or shall be submitted to, the respective contract administrators or to the party's employee specified, in writing, by the contract administrator. A party may, in its sole discretion, change its designation of its contract administrator and shall promptly give written notice to the other party of any such change.

C-21. MATERIALITY. The parties consider each and every term, covenant,. and provision of this contract to be material and reasonable.

C-22. WAIVER. Waiver by either party of a breach of any covenant of this contract will not be construed to be a continuing waiver of any subsequent breach. COUNTY's receipt of consideration with knowledge of CONI'RACTOR's violation of a covenant does not waive its right to enforce any covenant of this contract The parties shall not waive any provisions of this contract unless the waiver is in writing and signed by all parties. C-23.

AUilIORITY AND CAPACITY.

CONTRACTOR and CONTRACTOR's signatory each warrant and represent that each has full authority and capacity to enter into this contract

C-24. BINDING ON SUCCESSORS. All of the conditions, covenants and terms herein contained shall apply to, and bind, the heirs, successors, executors, administrators and assigns of CONTRACTOR. CONI'RACTOR and all of CONTRACTOR's heirs, successors, executors, administrators, and assigns shall be jointly and severally liable under this contract.

C-25. CUMULATION OF REMEDIES. All of the various rights, options, elections, powers and remedies of the parties shall be construed as cumulative, and no one of them exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of any condition, covenant or term by the other party. The exercise of any single right, option, electi~ power or remedy shall not, in any way, impair any other right, option, election, power or remedy until all duties and obligations imposed shall have been fully performed.

C-26. INDEPENDENT ADVICE. Each party hereby represents and warrants that in executing this contract it does so with full knowledge of the rights and . duties it may have with respect to the other. Each party also

revised 3197

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represents and warrants that it has received independent legal advice from its attorney with respect to the matters set forth in this contract and the rights and duties arising out of this contract, or that such party willingly foregoes any such consultation.

C-ZJ. NO RELIANCE ON REPRESENTATIONS. Each party hereby represenis and warranis that it is not relying, and has not relied, upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant or believed to be relevant to this contract may hereunder tum out to be other than, or different from the facis now known to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts turning out to be different and agree that this contract shall be effective in all respects and shall not be subject to rescission by reason of any such difference in facts.

C-28.

REDUCTION OF CONSIDERATION.

CONfRACTOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNTY by CONTRACTOR as a result of any obligation arising prior to, or after, the execution of this contract. For purposes of this paragraph, obligations arising prior to, or after, the execution of this contract may include, without limitation, any property tax, secured or unsecured, which tax is in arrears. If COUNTY exercises the right to reduce the consideration specified in Attachment B, COUNI'Y, at the time of making a reduced payment, shall give CONI'RACTOR notice of the amount of any off-set and the reason for the reduction.

C-29. COUNTERPARTS.

)

This contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original The counterparts shall together constitute one contract

END OF ATTACHMENT C.

P.6of6

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.(

.

ATTACHMENTD Specific Terms and Conditions The rights and duties of the parties to this contract are additionally governed by the following specific, additional terms and conditions: D-1.

PENALTIES. CONTRACTOR is expected to strictly follow the terms of the Contract. The following penalty types may be assessed if work/ service is not performed or is performed poorly:

a) Work Not Performed: Penalties for each Calculated One Day Cost (CODC) shall be determined by dividing the established Contract amount for the department not serviced, by the number of months (12}, and then by the number of daily services that department/building would normally receive. For each day work is not performed, CODC will be deducted from that month's invoice for each department. Example: The monthly Contract amount for Department ABC, which has 3 buildings roughly the same size, is $100. Department ABC is serviced 15 times in the month in question. The CODC for Department ABC is $100 divided by 3 buildings divided by 15 service days = $2.22. b) Individual Departmental Complaints:

Complaints generated by each department count toward the Individual Departmental Complaints. Penalties for complaints will be 20% of the CODC for the first 3 complaints plus 5% for each complaint thereafter. Penalty starts following the first 3 complaints. c) Overall Departmental Complaints: Complaints for all departments fall under this category. The COUN1Y understands that some consultant service items may be missed from time to time; however, consistently missing a large group of contractual service items is unacceptable. Complaints will be handled as follows: Penalties for complaints will be 10% of the entire monthly Contract amount for the first 6 complaints plus 3% for each complaint thereafter. Penalty starts following the first 6 complaints.

aan,

The first complaint during the start of 3-month cycle March June, and September) may be waived if CON1RACTOR agrees to meet with the Revised 5/13

Page 164 of 230

Attachment D: Page 1 of 6

08/13/2015

department and Contract Administrator to discuss the complaint. This ONLY applies to the first 4 complaints from the start of the Contract. All complaints will be in writing to the CONTRACTOR stating the exact nature of the complaint.

Complaints may fall under either category (Individual or Overall Departmental Complaints) or both categories at the same time. Only one (Individual or Overall) penalty will be assessed each mon~ whichever amount is greater. At the end of the month, the CONTRACTOR must adjust their invoice accordingly if there have been any penalties. Penalties may be waived at the sole discretion of the Contract Administrator. At times, the COUNTY will NOT require services at a particular building on a certam day. COUNTY initiated "No Work Request" shall NOT result in a decrease in Contract amount. Any "No Work Request" shall be provided in writing to the CON1RACTOR by the Contract Administrator. D-2.

LICENSE AND PERMITS: The CONTRACTOR and CONTRACTOR'S employees shall possess all licenses, registrations and permits required by the City of Hollister, County of San Benito, and State of California. The CONTRACTOR shall also maintain all other business and professional licenses that may be required by Federal, State and local law.

D-3.

REQUEST FOR PROPOSALS: The parties acknowledge this contract was awarded pursuant to Request for Proposals (RFP) No. PWP-1401, and that the provisions of the RFP, all addenda, and the Proposal submitted in response to the RFP are hereby incorporated by reference into this Contract.

D-4.

PRICE DECLINE: In the event of a price decline or if the CONTRACTOR contracts with another government entity for the same service at lower prices than offered herein, with other terms and conditions being equal, then the CONTRACTOR shall immediately extend those same lower prices to the COUNTY.

Revised 5/13

Attachment D: Page 2 of 6

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D-5.

FORCE MAJEURE: The CONTRACTOR shall not be liable for any delays with respect to the Contract due to causes beyond its reasonable control, such as acts of God, epidemics, war, terrorism or riots.

D-6.

CONTROLLING LAW: The Contract shall be governed and construed in accordance with the laws of the State of California and proper venue for legal action regarding the Contract shall be the County of San Benito.

D-7.

INDEMNIFICATION AND INSURANCE REQUIREMENTS: Paragraphs C-1 through C-3 of Attachment C to this contract are hereby modified to read as follows: Certificates of Insurance for Liability, Automobile, and Worker's Compensation insurance must be provided to the County of San Benito before the contract is signe4 and must remain in effect throughout the entire term of the contract. The COUNIY reserves the right to withhold payments to CONTRACTOR or cancel the contract in the event of non-compliance with the insurance requirements set forth in the contract.

a) Indemnity In conjunction with services performed, the prospective CON1RACTOR shall exonerate, indemnify, defend, and hold harmless COUN1Y (which shall include, without limitation, its officers, agents, employees and volunteers) from and against:

1. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNI'Y may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the prospective CONTRACTOR'S performance or failure to perform under the terms of the Contract. Such indemnification includes any damage to the person(s), or property(ies) of the prospective CONTRACTOR and third persons. 2. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it as a result of, arising out of, or in any manner connected with the prospective CONTRACTOR'S performance under the terms of the Contract, for infringement or use of ·any copyrighted or uncopyrighted composition, secret process, patented or unpatented Revised 5/13

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Attachment D: Page 3 of 6

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invention, article, or appliance furnished or used in connection with the contract or purchase order. 3. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to the prospective CONTRACTOR and the prospective CONTRACTOR'S officers, employees and agents engaged in the performance of the Contract (including, without limitation, unemployment insurance, Social Security and payroll tax withholding). b) Insurance

The prospective CONTRACTOR, at its sole cost and expense, for the full term of the Contract (and extensions thereof), shall obtain and maintain at minimum all of the following insurance coverage. Such insurance coverage shall be primary coverage as respects COUN1Y and any insurance or self-insurance maintained by COUNTY shall be in excess of CONTRACTOR'S insurance coverage and shall not contribute to it. 1. Types of Insurance and Minimum Limits

a) Worker's Compensation and Employer's Liability Insurance in conformance with the laws of the State of California. b) The prospective CONTRACTOR'S vehicles used in the performance of the Contract, including owned, non-owned (e.g. owned by the prospective CONTRACTOR'S employees), leased or hired vehicles, shall each be covered with Automobile Liability Insurance in the minimum amount of $500,000.00 combined single limit per accident for bodily injury and property damage. c) The prospective CONTRACTOR shall obtain and maintain Comprehensive General Liability Insurance coverage in the minimum amount of $1,000,000.00 combined single limit, including bodily injury, personal injury, and property damage. Such insurance coverage shall include, without limitation: (i)

Contractual liability coverage adequate to meet the prospective CONTRACTOR'S indemnification obligations under this Request;

(ii)

Full Personal Injury coverage;

(iii)

Broad form Property Damage coverage, and

(iv)

.A cross-liability clause in favor of COUNTY.

Revised 5/13

Attachment D: Page 4 of 6

Page 167 of 230

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2. Other Insurance Provisions

a) As to all insurance coverage required herein any deductible or self-insured retention exceeding $5,000.00 shall be disclosed to and be subject to written approval by COUNTY. b) All required Automobile Liability Insurance, or Comprehensive or Commercial General Liability Insurance shall contain the following endorsement as a part of each policy: "The County of San Benito is hereby added as an additional insured as respects the operations of the named insured." The additional insured obligation shall be in accordance with the indemnification in paragraph D-7(a) above. c) All the insurance required herein shall contain the following clause:

"It is agreed that these policies shall not be canceled nor the coverage reduced until thirty (30) days after the County shall have received written notice of such cancellation or reduction. The notice shall be deemed effective the date delivered to the County as evidenced by properly validated return receipt. Such notice shall be sent to: County of San Benito, Public Works Department, 2301 Technology Parkway, Hollister, CA 95023 11 • d) All required insurance policies shall be endorsed to contain the following clause: "This Insurance shall not be cancelled until after thirty (30) days prior written notice has been given to: San Benito County

Public Works Department 2301 Technology Parkway Hollister, CA 95023 CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance requirements and provide COUNTY on or before the effective date of this contract Certificates of Insurance for all required coverage. e) Each policy shall be issued by a company authorized by law to transact business in the State of California.

Revised 5/13

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f) CONTRACTOR shall require all subcontractors performing work under this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pursuant to this agreement. D-8.

RECORDS TO BE MAINTAINED: Paragraph C-5 of Attachment C to this contract is hereby modified to add the following sentences to the end of the paragraph: This is a fixed price contract, and costs are not subject to audit, but CONTRACTOR shall make time and material records available for audit, if applicable. Invoices shall include the information required in Paragraph B-4(C) of Attachment B to this contract, including but not limited to the dates of service and services performed.

D-9.

TITLE TO DOCUMENTS; COPYRIGHT: Paragraph C-7 of Attachment C to this contract is hereby modified to add the following sentence to the end of the paragraph: Nothing in this agreement grants the disclosure or use of CONTRACTOR'S information on other contracts, agreements, projects, or sites nor grants any license or ownership of CONTRACTOR'S data, intellectual property, patents or copyrighted materials.

D-10. HARMONIZATION OF CONTRACT TERMS. Where the specific tenns and conditions set. forth in this Attachment D specifically conflict with the general tenns and conditions set forth in Attachment C to this contract, the more specific terms and conditions shall be deemed to control. However, the general terms and conditions in Attachment C shall remain in full force and effect, to the extent they do not specifically conflict with the specific terms and conditions set forth in this Attachment D. END OF ATTACHMENT D.

Revised 5/13

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Attachment D: Page 6 of 6

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tR)

Agenda Time Estimates: Minutes or Iii Consent

AGENDA ITEM TRANSMITTAL TO: FROM:

BOARD OF SUPERVISORS Resource Management Agency

CONTACT FOR INFORMATION: Name: Hank Brown Phone No; (831) 902-2165

Joseph Horwedel, Interim Director

,

Lk~vesrankf .:,••· .· · .bateltlme~&j;i; ·

··· >.

~f,~; .:~\1ffll4l!J~:~rtf NUMBER OF CERTIFIED COPIES REQUIRED:

-

1

Ag~r5~~~~Yf,=urchase of a Caterpillar Backhoe and Associated Attachments from Quinn Caterpillar

MEETING DATE:

August 18, 2015

Company not to exceed $130,000.

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

The County is expanding its fleet of equipment to service the growing number of residential areas we maintain through CSA's and now CFD's. The number of new developments include detention facilities that require maintenance for proper storm water system operations.. Roadways also are requiring increased maintenance to clear culverts and basins as development occurs adding pressures to existing infrastructure. This backhoe will assist in that maintenance effort. In the FY 2015-16 Capital Improvement Program, a backhoe was approved. Staff looked at the NJPA cooperative purchasing service for discounted pricing for a Caterpillar Backhoe Tractor with attachments. Based on that research, staff selected Quinn Caterpillar Company of Salinas for all the items in the amount of $128,030 including sales tax. Staff inve~tigated any local vendors in the County for this purchase and found no businesses selling John Deere Tractors that would qualify for the 10% local preference adjustment.

RECEIViaD Jll5··55~g

{3) OTHER AGENCY INVOLVEMENT:

JUL 3 O20 5

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: 0 Contract 0 Resolution 0 Ordinance [!J Other:

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

FY 2015-16 Capital Improvement Budget

(6) FUNDING SOURCE(S);

(7) CURRENT YEAR COST:

Heavy Equipment Impact Fees

$

(10) WILL PROPOSAL REQUIRE ADDffiONAL PERSONNEL?

COUNTY-coU~s L

U YES

Ii] NO

I

(8) ANNUAL OR PROJECT COST; $

If YES, STATE NUMBER: Permanent

IIii(9) YES BUDGETED: 0 NO

Limited Term

(11) RECOMMENDED ACTION(S):

It is respectfully recommended that the Board of Supervisors 1. Approve the purchase of a Caterpillar Backhoe and attachments from Quinn Caterpillar Company, and; 2. Authorize the Resource Management Agency Director to approve the necessary documents.

August 3, 2015

,

DATE

SIGNATURE OF AGENCY OR DEPARTMENT AlJTHORIZED REPRESENTATIVE

CLERK'S USE ONLY

0 0 0

APPROVED ACKNOWLEDGED SET PUBUC HEARING

0 0

0

DENIED ACCEPTED APPOINTED

0ADOPTED RESOLLJTION NO. ORDINANCE NO.

0 0

0 CONTINUED TO OTHER

0

~~~~0NOACTIO~N~T=A~KE~N~~~~~~~~~

BY: Deputy Clerk of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. • AUDITOR · COUNTY COUNSEL

Page 170 of 230

08/13/2015

Quinn Company 1300 Abbott Street Salinas, CA 93901 (831) 775-3412

7120115

SAN BENITO COUNTY PUBLIC WORKS 3220 SOUTH SIDE ROAD HOLLISTER CA 95023 Attn: Jake Hubbell Quinn Company is pleased to furnish the following proposal for your consideration. ONE NEW CATERPILLAR 420F2 BACK HOE LOADER with all standard and the following optional equipment. STICK, EXTENDABLE, 14FT PT, 4WD, STD SHIFT ENGINE, 93 HP, C4.4 ACERT, T4F HYDRAULICS, MF, 6FCN/8BNK, ST SEAT BELT, 3" SUSPENSION TIRES, 4WD BIAS, FIRESTONE COUNTERWEIGHT, 1015 LBS STABILIZER PADS, FLIP-OVER BUCKET-MP, 1.4 CYD CUTTING EDGE, TWO PIECE, WIDE INSTRUCTIONS, ANSI RIDE CONTROL LINES, COMBINED AUX, E-STICK

Machine Price w/ NJPA Discount Sales Tax @ 8.5 % TOTAL

PLATE GROUP - BOOM WEAR CAB, DELUXE SEAT, DELUXE FABRIC RADIO & CD PLAYER, BLUETOOTH FAN, DELUXE CAB AIR CONDITIONER, T4F CAT COUPLER, PG, MANUAL CAT 12" HD BUCKET CAT 18" HD BUCKET CAT 24" HD BUCKET CAT HYDRAULIC THUMB 18" CO:MPACTION WHEEL EPA EMISSIONS TIER 4 FINAL

118,000.00

+ 10,030.00 128,030.00

All attachments listed above are included in the quoted price Standard Caterpillar warranty - 12 month unlimited hour full machine warranty Thank you for the opportunity to present the above for you current equipment needs. If you have any questions, please do not hesitate to contact me. Sincerely, Justin Brown Sales Representative Direct- 775-3412 Cell -594-8115 All prices are subject to all applicable taxes, availability and change without further notice.

Page 171 of 230

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Agenda lime Estimates: Minutes or lil Consent

AGENDA ITEM TRANSMITTAL BOARD OF SUPERVISORS FROM: Resource Management Agency

TO:.

CONTACT FOR INFORMATION: Name: Hank Brown Phone No: (831) 902-2165

Joseph Horwedel, Interim Director MEETING DATE:

August 18, 2015

:iii~~ !iif~~· NUMBER OF CERTIFIED COPIES " REQUIRED:

1

A~~r3~Nr~lJ;=urchase of a John Deere Compact Utility Tractor and Associated Attachments from Cal-Coast Machinery, Inc not to exceed $52,000.

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

The County is increasing the amount of parks and open space areas to respond to growth pressures across the County. One essential piece of equipment is a multiple use tractor. This equipment can accommodate a mower, backhoe, front bucket and lifting forks. The need for a small scale tractor in the parks and roadways is important to put the right size equipment in the right jobs. Current larger equipment is single use and does not fit into tighter locations. In the FY 2015-16 Capital Improvement Program, an small tractor with the capability to utilize multiple attachments was approved. Staff looked at the NJPA cooperative purchasing service for discounted pricing for a John Deere Utility Tractor with attachments. Based on that research, staff selected Cal-Coast Machinery, Inc. for all the items in the amount of $49,321.91. Staff investigated any local vendors in the County for this purchase and found no businesses selling John Deere Tractors, so there is no business that would qualify for the 10% local preference adjustment. There is a dealer in Salinas but it does not participate in any of the group purchasing programs.

RECEIVS t

(3) OTHER AGENCY INVOLVEMEl'IT:

tl-15 1 ·~2

JUL 3 0 2015 (4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: D Contract 0 Resolution (!] Other: D Ordinance (6) FUNDING SOURCE(S):

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

FY 2015-16 Capital Improvement Budget (7) CURRENT YEAR COST: $

Heavy Equipment Impact Fees (10) WILL PROPOSAL REQUIRE ADDffiONAL PERSONNEL?

DYES

l!l NO

I (8) ANNUAL OR PROJECT COST:$

If YES, STATE NUMBER: Permanent

I

SAN EIENITO c~mrcoutl!~

(9) BUDGITTD: 0 NO

liJ YES

Limited Term

(11) RECOMMENDED ACTION(S):

It is respectfully recommended that the Board of Supervisors 1. Approve the purchase of a John Deere Compact Utility Tractor, and a Heavy Duty Flail Mower, a Front Loader and a Backhoe Attachments from Cal-Coast Machinery; and 2. Approve the purchase of Frontier Pallet Forks, 4 in 1 Bucket and Medium Box Blade Attachments from Cal-Coast Machi~c.; and 3. Authori~ so rce Management Agency Director to sign the necessary documents. (

~I

. ~--~·

August 3, 2015 DATE

SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE

CLERK'S USE ONLY

0

0

0

APPROVED ACKNOWLEDGED SET PUBLIC HEARING

0

DENIED 0 ACCEPTED 0 APPOINTED

0 0

ADOPTED RESOLUTION NO. 0 ORDINANCE NO.

~~~~

0 0

CONTINUED TO OTHER

0NOACT10~N -T_A_KE_ N~~~~~~~~~

BY: Deputy Clerk of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

Page 172 of 230

08/13/2015



JOHN DEERE

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446 805-434-5566 [email protected]

Quote Summary Prepared For: San Benito County Public Works 3220 Southside Rd Hollisfer, CA 95023 Business: 831-801-6362

Oelivering Dealer: Cal-coast Machinery, Inc. Rick Brown 3920 Ramada Drive Paso Robles, CA 93446 Phone: 805-434-5566 [email protected] Quote ID: Created On: Last Modified On: Expiration Date:

Equipment Summary

Selling Price

JOHN DEERE 0170 Loader

Extended

Qty

$ 4,837.56

x

$ 9,553.90

x

$ 2,332.08

$ 900.36

11764409 09 July 2015 09 July 2015 09 August 2015

=

$ 4,837.56

=

$ 9,553.90

x

=

$ 2,332.08

x

=

$ 900.36

Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015 JOHN DEERE 485A BACKHOE

l

Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015 Frontier AY11E - 72 In. 4-ln-1 Bucket for Current 300/400/500 Series Carrier Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015 Frontier AP12F Fixed Pallet Fork for Current 200/300/400/500 Series Carrier Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015 Frontier 882172 Medium Duty Box Blade Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015 JOHN DEERE 4052M Compact Utility Tractor (40 PTO hp)

s 1,366.94 x

=

$1,366.94

x

=

$ 26,053.25

$ 26,053.25

Accepted By: X _ _ _ __

Salesperson : X _ _ _ __

Page Confidential 173 of 230

08/13/2015



JOHN DEERE

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446 805-434-5566 [email protected]

Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015

$ 4,285.82

JOHN DEERE 370 Heavy Duty Flail Mower Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015

x

Equipment Total

* Includes Fees and Non-contract items

1

:::>

$ 4,285.82

$ 49,329.91 Quote Summary Equipment Total

$ 49,329.91

Trade In SubTotal

$ 49,329.91

Total

$ 49,329.91

Down Payment

(0.00)

Rental Applied

(0.00)

Balance Due

$ 49,329.91

APPROVED AS TO LEGAL FORM SAN .BENITO COUNTY COUNSEL

~~ ~~ 8/ts/ts DEPUT COUNTY cOlJNlDATE

Accepted By: X _ _ _ __

Salesperson : X _ _ __ _

PageConfidential 174 of 230

08/13/2015

JOHN DEERE

Selling Equipment Quote Id : 11764409

Customer Name: SAN BENITO COUNTY PUBLIC WORKS

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company

2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446 805-434-5566 [email protected]

JOHN DEERE 0170 Loader Hours:

Stock Number: ontract: NJPA 070313-DAC Selling Price* Price Effective Date: July 9, 2015 $ 4,837.56 * Price per item - includes Fees and Non-contract items Code

Description

Qty

List Price Discount%

Discount

Contract

Amount

Price

Extended Contract Price $4,491. 13

1401P

0170 loader

1

$5,411.00

17.00

$919.87

$4,491.13

0409 1400 4405

English Mounting Frame Two Function Single Lever Control - for D170 and 4M tractor compatibility Less Ballast Box 73 In. (1850 mm ) Materials Bucket Standard Options Total

1

$ 0.00 $ 0.00 $ 0.00

17.00 17.00 17.00

$ 0.00 $ 0.00 $ 0.00

$ 0.00 $0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

17.00 17.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00

$0.00

$ 0.00

$ 70.95

$ 346.43

$ 346.43

$ 70.95

$ 346.43

$ 346.43

6995 8000

BW16448 3rd Function hydraulic lines and hoses Deafer Attachments Total

1 1

1

1

$ 0 .00 1

$ 417.38

$ 417.38

17.00

$ 0.00

JOHN DEERE 485A BACKHOE Equipment Notes: Hours:

Selling Price *

Stock Number: Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015

$ 9,553.90

* Price per item - includes Fees and Non-contract items

Confidential

Page 175 of 230

08/13/2015

.JOHNDEERE

Selling Equipment Quote Id: 11764409

Customer Name: SAN BENITO COUNTY PUBLIC WORKS

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446

2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989

805-434-5566

[email protected] Code

Description

Qty

6180LV 485A Backhoe 0409

1003

30 10

Contract Price

Extended Contract Price $8,846.14 $8,846.14

17.00

$1,811 .86

$ 0.00

17.00

$ 0.00

$ 0.00

$ 0.00

$ 0.00

17.00

$ 0.00

$ 0.00

$ 0.00

$ 0.00 $ 0.00

17.00

$ 852 .72

17.00

1

$ 852.72

. .,~-:- ·-_<: :._·. :--:-.: ·--~_-.:~·/_· ::~·::~::--~.-- . :·: -~-~i~?r.·':_:·_-~ Total Selling Price

Discount Amount

1 $ 10,658.00

English North American 1 Operator's Manual and Decal Kit Rockshaft Assist Mounting 1 Brackets and Hardware for 4044M-4066M and 4044R-4066R Tractors {Cab and OOS) 12 In. Bucket {1. 12 Cu. Ft.) 1 Standard Options Total

BLV10343 18 In. Heavy Duty Bucket (1.69 Cu. Ft) Dealer Attachments Total

List Price Discount%

-.

$ 0.00

$ 0.00

$ 0.00

$ 0.00

$ 0.00 $ 0.00

$ 144.96

$ 707.76

$ 707.76

$ 144.96

$ 707.76

$ 707.76

-·: :_ -rw_:~,-~~-~~~~.'-} ;:. ._·._. S 1,956~82

$11 ,510.72

;·: ~. :~1

$ 9,553.'90

S 9,553.90

Frontier A Y11 E - 72 In. 4-ln-1 Bucket for Current 300/400/500 Series Carrier Equipment Notes: Hours: Selling Price *

Stock Number: ontract: NJPA 07031 3-DAC Price Effective Date: July 9, 2015

$ 2,332.08

* Price per item - includes Fees and Non-contract items Code

Description

Qty

2212XF AY11E - 72 In. 4-ln-1 Bucket 1 for Current 300/400/500

List Price Discount%

Discount Amount

Contract Price

18.00

$ 511 .92

$ 2,332.08

$ 2,844.00

Extended Contract Price $ 2,332.08

Series Carrier

Page Confidential 176 of 230

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.JOHNDEERE

Selling Equipment Quote Id: 11764409

Customer Name: SAN BENITO COUNTY PUBLIC WORKS

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company

2000 John Deere Run Cary, NC 27513 FED 10: 36-2382580; DUNS#: 60-7690989

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446

805-434-5566 [email protected]

Frontier AP12F Fixed Pallet Fork for Current 200/300/400/500 Series Carrier Equipment Notes: Hours: Selling Price * Stock Number: $ 900.36 ontract NJPA 070313-DAC Price Effective Date: July 9, 2015 *Price per item - includes Fees and Non-contract items Code

Description

Qty

2153XF AP12F Fixed Pallet Fork for Current 200/300/400/500 Series Carrier

1

List Price Discount%

$ 1,098.00

18.00

Discount Amount

Contract Price

$ 197.64

$ 900.36

Extended Contract Price $ 900.36

Frontier BB2172 Medium Duty Box Blade Equipment Notes: Hours: Selling Price •

Stock Number: Contract: NJPA 070313-DAC Price Effective Date: July 9, 2015

$ 1,366.94

* Price per item - includes Fees and Non-contract items

Confidential

Page 177 of 230

08/13/2015

.JOHN DEERE

Selling Equipment Quote Id: 11764409

Customer Name: SAN BENITO COUNTY PUBLIC WORKS

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR):

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER:

Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989

Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446 805434-5566 [email protected]

Code

1061XF

Oescriptio n

Qty

882172 Medium Duty Box Blade

1

List Price Discount%

$ 1,667.00

18.00

Discount Amount

Contract Price

$ 300.06

$ 1,366.94

Extended Contract Price $ 1,366.94

JOHN DEERE 4052M Compact Utility Tractor (40 PTO hp) Equipment Notes: Hours: Selling Price * Stock Number: $ 26,053.25 ontract: NJPA 070313-DAC Price Effective Date: July 9, 2015 * Price per item - includes Fees and Non-contract items Code

Description

0350LV 4052M Compact Utility Tractor (40 PTO hp) 0409 1381 2000 5240 6240 9500

English Operators Manual and Decal Kit 12F/12R PowrReverser Open Station with Standard Seat 16.90-24 (6PR , R4 Industrial, 2 Position) 10-16.5 (6PR, R4 Industrial, 2 Position) 0170 Loader Factory Installation Standard Options Total

Qty

List Price Discount%

Discount Amount

Contract Price

Extended Contract Price $ 5,019.59 $ 24,507.41 $ 24,507.41

1 $ 29,527.00

17.00

1

$0.00

17.00

$ 0.00

$ 0.00

$ 0.00

1 1

$ 0.00 $ 0.00

17.00 17.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ -40.00

17.00

$-6.80

$-33.20

$ -33.20

1

$ 135.00

17.00

$ 22.95

$ 112.05

$112.05

1

$ 300.00

17.00

$ 51.00

$ 249.00

$249.00

$ 67.15

$ 327.85

$ 327.85

$ 395.00

BLV10049 Electrohydraulic Third SCV Kit (OOS Only)

PageConfidential 178 of 230

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JOHN DEERE

Selling Equipment Quote Id: 11764409

Customer Name: SAN BENITO COUNTY PUBLIC WORKS

ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC27513 FED JD: 36-2382580; DUNS#: 60-7690989

ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Cal-coast Machinery, Inc. 3920 Ramada Drive Paso Robles, CA 93446 805-434-5566

[email protected] BLV10498 Load Center Assembly (PRT Only) BLV10039 Power Beyond Kit (Cab and 1 OOS) LVA19706 Oil Line - OIL LINE, PBY 1 INPUT, 4M Dealer Attachments Total

$ 386.10

17. 00

$ 65.64

$ 320.46

$ 320.46

$ 314.60

17.00

$ 53.48

$ 261.12

$261.12

$ 49.35

0.00

$ 0.00

$ 49.35

$ 49.35

$ 239.36

$1,217.99

$ 1,217.99

$1,457.35

JOHN DEERE 370 Heavy Duty Flail Mower Equipment Notes: Hours:

Stock Number: ontract: NJPA 070313-DAC Price Effective Date: July 9, 2015

Selling Price *

$ 4,285.82

* Price per item - includes Fees and Non-contract items Code

0485P 0202 1000

Description

Qty

List Price Discount%

370 Heavy Duty Flail Mower 1

$ 5,566.00

23.00

1 1

$ 0.00

23.00 23. 00

United States Heat Treated Side-Slicer Knives Standard Options Total

$0.00

$0.00

Page 179 of 230

Discount Amount

Contract Price

$ 1,280.18 $ 4,285.82

Extended Contract Price $ 4,285.82

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00 $ 0.00

$ 0.00

$ 0.00

$ 0.00

08/13/2015

Agenda Time Estimates: Minutes or Iii Consent

AGENDA ITEM TRANSMITTAL Board of Supervisors FROM: Dept. of Public Works

Leave Blank: - :

!OS- .8/13/;r-(.""'

...... )

TO:

CONTACT FOR INFORMATION: Name: Linda McElrov. Admin Phone No: 902-2267

Joe Horwedel, Interim Director MEETING DATE:

Date/rime Rec'd:

NUMBER OF CERTIFIED COPIES REQUIRED;

~

1

(l) SUBJECT: Approve contract with Hayashi & Wayland Accounting and Consulting, LLP. for Public Works Department fiscal year 14/15 requirements.

August 18, 2015

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

The Public Works Department is responsible for preparing specialized accounting documents to comply with State and Federal guidelines. These documents are necessary for inclusion in the fiscal year-end County audit. The County Audit Sub-Committee advised the Public Works Department to acquire specialized accounting staff capable of completing year end fiscal requirements for various special funds. Hayashi & Wayland Consultants Accountant worked successfully with staff during the FY12-13 and 14-15 financial reporting period meeting audit schedules needs and other various year end needs for ·Public Works. The previous contract has expired and Staff is requesting that the Board approve the contract with Hayashi & Wayland Accounting and Consulting, LLP to continue specialized accounting service to meet timelines in the most efficient manner. The cost of the contract will continue to be paid through Roads Funds.

RECEfVED ~15,, 5541

(3) OTHER AGENCY INVOLVEMENT:

JUL 3 0 ?01.1

County Counsel, County Auditing

SA.1S !'ll:NITO COUNTY COUNSEL

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: Iii Contract 0 Resolution D Ordinance D Other:

August 6, 2013-Contract; Amendment #1 June 3, 2014

(6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST:

210.70 Road Funds

$0

(10) WILL PROPOSAL REQUIRE ADDITIONAL PERSONNEL?

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPEOFIC ITEM:

DYES

I

(8) ANNUAL OR PROJECT COST:$ 32,000

I

(9) BUDGETED: ~YES 0 NO

l!l NO If YES, STATE NUMBER: Permanent

Limited Term

(11) RECOMMENDED ACTION(S):

Jt is respectfully recommended that the Board of Supervisors: 1. Approve the contract with Hayashi & Wayland Accounting and Consulting, LLP. for Public Works account services for the period of August 18, 2015 through June 30, 2016, with automatic renewals up to a maximum of three years, for an annual amount not to exceed $32,000 and; 2. Authorize Chair to sign contract.

/l/l (d(~~ .. "

Jul~21 ,

'.

.,.

2015

DATE

SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE

CLERK'S USE ONLY

0 0 0

APPROVED ACKNOWLEDGED SET PUBLIC HEARING

0 0 0

DENIED ACCEPTED APPOINTED

0 0 0

ADOPTED RESOLUTION NO. ORDINANCE NO.

0 ~~~~

0

CONTINUED TO OTHER

ONOACTIO~N~T~A-KE-N~~~~~~~~~-

BY: Deputy aerk of the Board

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

Page 180 of 230

,.,.REVISED: 12/3/12/]~ -,~, 08/13/2015

ft

I {L.,;-···' ,.

~,-"

CONTRACT

The COUNTY OF SAN BENITO ("COUNTY"} and Hayashi & Waylan d Accounting and Consulting, LLP ("CONTRACTOR") enter into this contract which shall be effective on the d ate stated in Paragraph 1.

1.

Duration of Contract. This contract shall commence on August 18, 2015, and end on June 30. 2016. with an automatic renewal for an additional one-year period of time, upon the same terms and conditions, unless sooner terminated as specified herein. The contract may be automatically renewed in this manner up to three (3) times.

2.

Scope of Services. CONTRACTOR, for COUNTY's benefit shall perform the services specified on Attachment A to this contract. Attachment A is made a part of this contract.

3.

Compensation for Services. In consideration for CONTRACTOR's performance, COUNTY shall pay compensation to CONTRACTOR according to the terms specified in Attachment 8. Attachment B is made a part of this contract.

4.

General Terms and Conditions. The rights and duties of the parties to this contract are governed by the general terms and conditions mutually agreed to and listed in Attachment C. Attachment C is made a part of this contract.

5.

Insurance Limits. CONTRACTOR shall maintain the following insurance policy limits of coverage consistent with the further insurance requirements specified in Attachment C. (a) (b) (c)

6.

Comprehensive general liability insurance: $1.000.000 Professional liability insurance: $1.000.000 Comprehensive motor vehicle liability insurance: As required by CA law.

Termination. The number of days of advance written notice required for termination of this contract is 30.

7.

Specific Terms and Conditions (check one)

[XJ

There are no additional provisions to this contract.

[ ]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment D. Attachment D is made a part of this contract.

[ ]

The rights and duties of the parties to this contract are additionally governed by the specific, additional terms mutually agreed to and listed in Attachment E. Attachment E is made a part of this contract.

Page 181 of 230

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8.

Information about Contract Administrators. The foll-Owing names, titles, addresses, and telephone numbers are the pertinent information for the respective contract administrators for the parties. Contract Administrator for CONTRACTOR:

Contract Administrator for COUNTY: Name:

Joe Horwedel

Name:

Mike Nolan. CPA

Title:

Public Works Director

Title:

Partner

Address:

2301 Technology Parkway

Address:

1188 Padre Drive. Suite 101 Salinas. CA 93901

Hollister. California 95023 Telephone No.:

831.636.4170

Telephone No.:

.: .83,._1.;. .;. _,_75::::;9:::..-..:.:6.::::.:30~0::.....__ _ _ __

Fax No.:

831.636.4176

Fax No.:

.: .83,._1_,_-_,_75:: :;9: :. -. :.:6.: : .:38:!.!0: . . .__ _ _ __

SIGNATURES

APPROVED BY CONTRACTOR:

APPROVED BY COUNTY:

~J?/l .. - - -. -- . /l;i~ Margie Barrios

Mike Nolan CPA

Chair. San Benito County Board of Supervisors

Partner

Date:---------

Date: August 13, 2015._ _ _ _ _ _ _ _ __

APPROVED AS TO LEGAL FORM:

San Benito County Counsel's Office

S!Wktd~,.~ By: Shirley L. Murphy, Deputy County Counsel Date:

~,

13i 20/5

Page 182 of 230

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ATTACHMENT A Scope of Services

At the direction of the County's Contract Administrator (CA), provide Certified Public Accountant services to County Public Works Department as defined. 1. Review and Prepare Year-End Account Balance Reconciliation's· 2. Prepare the schedules of Expenditures of Federal Awards 3. Assist with preparation and review of other support needed for year-end close in preparation of external audit. SCHEDULE



• •

20 hours to 35 hours per week during the period of August 18, 2015 through September 6, 2015 in efforts to reconcile, consolidate and prepare schedules of expenditures for Fiscal Year 20142015 closing. Quarterly close processing for the remainder of the current fiscal year. Contract not to exceed a total of 160 hours for the fiscal year ending June 30.

END OF ATTACHMENT A

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ATTACHMENT B Payment Schedule

B-1. BILLING Charges for servi-ces rendered pursuant to the terms and conditions of this contract shall be invoiced on the following basis: (check one) {X] One month in arrears. Upon the complete performance of the services specified in Attachment A. [ ] [ J The basis specified in paragraph 8-4.

B-2. PAYMENT Payment shall be made by COUNTY to CONTRACTOR at the address specified in paragraph 8 of this contract, net thirty (30) days from the invoice date.

B-3. COMPENSATION COUNTY shall pay to CONTRACTOR: (check one) ( ] a total lump sum payment of $ , or [X] a total sum not to exceed$ 32.000.00 per year, for services rendered pursuant to the terms and conditions of this contract and pursuant to any special compensation terms specified in this attachment, Attachment 8. In the event the contract is automatically renewed for the maximum three (3) years, the total contract sum will be in an amount not to exceed $128,000.00.

B-4. SPECIAL COMPENSATION TERMS: (check one) [ ] There are no additional terms of compensation. [X] The following specific terms of compensation shall apply: (Specify) • Contractor shall bill County for services provided on a time and materials basis, according to the rate schedule set forth below, subject to an increase at the beginning of each of the contract renewal periods in an amount not to exceed four percent (4%); however, although Contractor's hourly rates will increase, the annual compensation during each contract renewal period shall not exceed $32,000.00. Contractor will bill for services performed, based upon the experience level required for the services provided and of the em lo ees providin the services, lus the cost of direct. out-of-pocket expenses.



The following individuals are anticipated to provide primary services under this contract: Rae Gularte, Senior Manager Mike Nolan, Partner

$250.00 per hour, will provide the majority of the services $325.00 per hour, will provide support, as needed

END OF ATTACHMENT B Page 184 of 230

08/13/2015

ATIACHMENT C General Terms and Conditions C·l.

INDEMNIFICATION.

CONTRACTOR and COUNTY each agree to indemnify, defend and save harmless the other party and the other party's officers and employees, from and against any and all claims and losses whatsoever arising out of, or in any way related to, the indemnifying party's performance under this contract, including, but not limited to, daims for property damage, personal inju:ty, death, and any legal expenses (such as attorneys' fees, court costs, investigation costs, and experts' fees) incurred by the indemnitee in connection with such claims or losses. A party's "performance" includes the party's action or inaction and the action or inaction of that party's officers and

employees. C·2.

GENERAL INSURANCE REQUIREMENTS.

Without limiting CONTRACTOR's duty to indenutify COUNfY, CONTRACTOR shall comply with the insurance coverage requirements set forth in the contract and in this attachment Those insurance policies mandated by Paragraph C-3 shall satisfy the following requirements: (a)

Each policy shall be issued by a company authorized by law to transact business in the State of California.

(b)

Each policy shall provide that COUNTY shall be given notice in writing at least thirty (30) days in advance of any change, cance11ation, or nonrenewal thereof.

(c)

The comprehensive motor vehicle and comprehensive general liability policies shall each provide an endon;ement naming the County of San Benito and its officers, agents and employees as additional insureds.

(d)

The required coverage shall be maintained in effect throughout the term of this contract.

CON1RACTOR shall require all subcontractors performing work under this contract to obtain substantially the identical insurance coverage required of CONTRACTOR pursuant to this

agreement

C·3.

INSURANCE COVERAGE REQUIREMENTS.

If required by paragraph 5 of the contract, CONTRACTOR shall maintain the following insurance policies in full force and effect during the term of this contract (a)

Comprehensive general liability insurance. CONI'RACTOR shall maintain comprehensive general liability in.suJ'ance, covering all of CONTRACTOR's operations with a combined single limit of not less than the amount set out in paragraph 5 of this contract

(b)

Professional liability insurance. CONfRACTOR shall maintain professional liability insurance with liability limib of not less than the amount set out in paragraph 5 of this contract

Page

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Page 185 of 230

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C-4.

(c)

Comprehensive motor vehicle liability insurance. CONTRACTOR shall maintain comprehensive motor vehicle insurance covering all motor vehicles (including owned, non-owned and hired) used in providing services under ijlis contract, with a combined single limit of not less than the amount set out in Paragraph 5 of this contract

(d)

Workers' compensation insurance. CONfRACTOR shall maintain a workers' compensation plan covering all of its employees as required by California Labor Code Section 3700, either through workers' compensation insurance issued by an insurance company or through a plan of self-insurance certified by the State Director of Industrial Relations. If CONTRACTOR elects to be self-insured, the certificate of insurance otherwise required by this contract shall be replaced with a consent to self-insure issued by the State Director of Industrial Relations.

CERTIFICATE OF INSURANCE.

Prior to the commencement of performance of services by CONTRACTOR and prior to any obligations of COUNfY, CONTRACTOR shall file certificates of insurance with COUNTY, showing that CONTRACTOR has in effect the insurance required by this contract CONTRACTOR shall file a new or amended certificate promptly after any change is made in any insurance policy which would alter the information on the certificate then on file. In lieu of providing proof of insurance, CONTRACTOR may provide proof of self-insurance meeting requirements equivalent to those imposed herein. CONTRACTOR warrants that CONTRACTOR's self-insurance provides substantially the same protection to COUNTY as the insurance required herein. CONTRACTOR further agrees to notify COUNTY in the event any change in se1f-insurance occurs that would alter the obligations undertaken in this contract within thirty (30) days of such change.

C-5.

RECORDS TO BE MAINTAINED.

CONTRACTOR shall keep and maintain accurate records of all costs incurred and all time expended for work under this contract. CONTRACTOR shall contractually require that all of CONTRACTOR's subcontractors performing work called .for under this contract also keep and maintain such records. All such records, whether kept by CONTRACTOR or any subcontractor, shall be made available to COUNTY or its authorized representative, or officials of the State of California for review or audit during normal business hours, upon reasonable advance notice given by COUNTY, its authorized representative, or officials of the State of California.

C-6.

RETENTION OF RECORDS.

CONTRACTOR shall maintain and preserve all records related to this contract for a period of three years from the dose of the fiscal year in which final payment under this contract is made. CONTRACTOR shall also contractually require the maintenance of such records in the possession of any third party performing work related to this contract for the same period of time. Such records shall be retained beyond the tluee-year period, if any audit involving such records is then pending, until the audit findings are resolved. The obligation to insure the maintenance of the records beyond the initial three year period shall arise only if the COUNTY notifies CONTRACTOR of the commencement of an audit prior to the expiration of the three year period.

Page2 of6

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08/13/2015

C-7.

TITLE TO DOCUMENTS; COPYRIGIIT.

All reports and other materials collected or produced by the CONTRACTOR or any subcontractor of CONTRACTOR shall, after completion and acceptance of the contract, become the property of COUNTY, and shall not be subject to any copyright claimed by the CONTRACTOR, subcontractor, or their agents or employees. CONTRACTOR may retain copies of all such materials exclusively for administrative purposes. Any use of completed or uncompleted documents for other projects by CONI'RACTOR, any subcontractor, or any of their agents or employees, without the prior written consent of COUNTY is prohibited.

C-8.

INDEPENDENT CONTRACTOR.

CONTRACTOR and its officers and employees, in the performance of this contract.. are independent conh'.actors in relation to COUNTY and not officers or employees of COUNTY. Nothing in this contract shall create any of the rights, powers, privileges or immunities of any officer or employee of COUNTY. CONTRACTOR shall be solely liable for all applicable taxes or benefits, including, but not limited to, federal and state income taxes, Social Security taxes,· or ERISA retirement benefits, which taxes or benefits arise out of the performance of this contract. CONTRACTOR further represents to COUNIY that CONTRACTOR has no expectation of receiving any benefits incidental to employment

C-9.

CONFLICT OF INTEREST.

CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services herewider. CONTRACTOR further covenants that. in the performance of this contract, no subcontractor or person having such an interest shall be used or employed.

C-10. COMPLIANCE WITH APPLICABLE LAWS. CONI"RACTOR shall comply with all applicable federal, state and local laws now, or hereafter, in force, and with any applicable regulations, in performing the work and providing the services specified in this contract. This obligation includes, without limitation, the acquisition, and maintenance of any permits, licenses, or other entitlements necessary to perform the duties imposed expressly or impliedly under this contract

C-11. NONDISCRIMINATION. CONTRACTOR shall not discriminal'e in the employment of persons necessary to perform this contract on any legally impermissible basis, including on the basis of the race, color, national

origin, ancestry, religion, age, sex, or disability of such person.

C-12 BANKRUPTCY. CONTRACTOR shall immediately notify COUN1Y in the event that CONTRACTOR ceases conducting business in the normal maIUler, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for ifs business or assets, or avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or protection of the rights of creditors.

Page 3 of6

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Page 187 of 230

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C-13. PROHIBITION AGAINST ASSIGNMENT AND DELEGATION OF DUTIES. Except as specifically authorized herein, no rights under this contract may be assigned and no duties under this contract may be delegated by CONTRACTOR without t:he prior written consent of COUNTY, and any attempted assignment or delegation without such consent shall be void.

C-14. NEGOTIATED CONTRACT. Tiris contract has been arrived at through negotiation between the parties_ Neither party is to be deemed the party which prepared this contract within the meaning of California Civil Code Section 1654.

C-15. SEVERABILITY. Should any provision herein be found or deemed to be invalid, this contract shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect. To this end, the provisions of this contract are declared to be severable.

C-16. ENTIRE CONTRACT. This contract is the entire agreement of the parties. There are no understandings or agreements pertaining to this contract except as are expressly stated in writing in this contract or in any document attached hereto or incorporated herein by reference.

C-17. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract

C-18. TERMINATION. Either party may terminate this contract, with or without cause, at any time. In order to terminate this contract, the terminating party shall give advance written notice to the other party. The temtlnation shall be effective no earlier than the expiration of the number of days specified in paragraph 6 of this contract. The termination notice shall be made as specified in paragraph C-19, below. In the event of termination, COUNTY shall pay CONTRACTOR for all work satisfactorily performed prior to the effective date of the termination.

C-19. NOTICES. Notices to the parties in connection with the administration of this contract shall be given to the parties' contract administrator personally, by regular mail, or by facsimile transmission as more particularly specified in this paragraph. Notices will be deemed given on: (a)

The day the notice is personally delivered to the contract admllristrator or the office of the party's contract administrator; or

(b)

Five days after the date the notice is deposited in the United States mail, addressed to a party's contract administrator as indicated in this contract with first-class postage fully prepaid; or

Page4of6

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Page 188 of 230

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(c)

On the day that the notice is transmitted by facsimile to a party's facsimile number specified in paragraph 8 of this contract, provi ded that an original of such notice is deposited in the United States mail, addressed to a party's contract administrator as indicated in this contact, on the same day as the facsimile transmission is made.

C-20. RESPONSIBILTIY OF CONTRACT ADMINISTRATORS. All matters concerning th.is contract which are within the responsibility of the parties shall be under the direction of, or shall be submitted to, the respective contract administrators or to the party's employee specified, in writing, by the contract administrator. A party may, in its sole discretion, change its designation of its contract administrator and shall promptly give written notice to the other party of any such change. C-21. MATERIALITY. The parties consider each and every term, covenant, and provision of this contract to be material and reasonable.

C-22. WAIVER. Waiver by either party of a breach of any covenant of this contract will not be construed to be a continuing waiver of any subsequent breach. COUNTY's receipt of consideration with knowledge of CONfRACTOR's violation of a covenant. does not waive its right to enforce any covenant of this conlract. The parties shall not waive any provisions of this contract unless the waiver is in writing and signed by all parties.

C-23. AurHORITY AND CAPACITY. CONTRACTOR and CONTRACTOR's signatory each warrant and represent that each has full authority and capacity to enter into this contract

C-24. BINDING ON SUCCESSORS. All of the conditiom, covenants and terms herein contained shall apply to, and bind, the heirs, successors, executors, administrators and assigns of CONTRACTOR CONfRACTOR and all of CONTRACTOR's heirs, successors, executors, administrators, and assigns shall be jointly and severally liable Wlder this contract.

C-25. CUMULATION OF REMEDIES. All of the various rights, options, elections, powers and remedies of the parties shall be construed as cumulative, and no one of them exclusive of any other or of any other legal or equitable remedy which a party might otherwise have in the event of a breach or default of any condition, covenant or term by the other party. The exercise of any single right, option, election, power or remedy shall not, in any way, impair any other right. option, election, power or remedy until all duties and obligations imposed shall have been fully performed.

C-26. INDEPENDENT ADVICE. Each party hereby represents and warrants that in executing this contract it does so with full knowledge of the rights and duties it may have with respect to the other. Each party also

revised 3/97

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represents and warrants that it has received independent legal advi ce from its attorney with respect to the matters set forth in this contract and the rights and duties arising out of this contract, or that such party willingly foregoes any such consultation.

C-27. NO RELIANCE ON REPRESENTATIONS. Each party hereby represents and warrants that it is not relying, and has not relied, upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to this contract may hereunder tum out to be other than, or different from the facts now known to such party as true, or believed by such party to be true. The parties exp ressly assume the risk of the facts turning out to be different and agree that this contract shall b e effective in all respects and shall not be subject to rescission by reason of any such difference in facts. C-28.

REDUCTION OF CONSIDERATION.

CONfRACTOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNTY by CONTRACTOR as a result of any obligation arising prior to, or after, the execution of this contract For purposes of this paragraph, obligations arising prior to, or after, the execution of this contract may include, without limitation, any property tax, secured or u~ed, which tax is in arrears. If COUNTY exercises the right to reduce the consideration specified in Attachment B, COUNTY, at the time of making a reduced payment, shall give CONTRACTOR notice of the amount of any off-set and the reason for the reduction.

C-29. COUNTERPARTS. This contract may be executed in any number of counterparts, each of which so executed shall be deemed to be an original The counterparts shall together constitute one contract

END OF ATTACHMENT C.

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revised 3197

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Agenda Time Estimates: Minutes or~ Consent

AGENDA ITEM TRANSMIITAL TO: FROM:

Leave Blank:

Date{Time Rec'd:

jtf:f) '' :. .<6

Board of Supervisors Planning & Building.

CONTACT FOR INFORMATION: Name: Bvron Turner Phone No: (831) 637-5313

/1 z / ti-(p

NUMBER OF CERTIFIED COPIES REQUIRED:

(1) SUBJECT:

MEmNG DATE:

August18,2015

Proposed Reimbursement Agreement for property development

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

Catalyst Development Partners/Todd A. Deutscher is applying to subdivide an approximately 27 acre property located off of Southside Road into approximately 90 residential lots. A formal application for a Major Subdivision will be made after this Reimbursement Agreement is approved. The County will then retain a Consultant for the Environmental Document and other consultants as necessary for processing this project in a timely and efficient manner.

(3) OTHER AGENCY INVOLVEMENT:

County Counsel (4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM:

0 0

D D

Contract Ordinance

Resolution Other:

(6) FUNDING SOURCE(S):

(5) PREVIOUS RELEVANT BOARD ACTIONS ON THIS SPECIFIC ITEM:

Approval of assumption of reimbursement agreement (7) CURRENT YEAR COST: $

(10) WILL PROPOSAL REQUIRE ADDmONAL PERSONNEL?

LJ YES

ONO

I

(8) ANNUAL OR PROJECT COST:$

lf:?

BUDGffiD: YES 0 NO

If YES, STATE NUMBER: Permanent

Limited Term

{11) RECXJMMENDED ACTION(S):

It is recommended that the Board of Supervisors: 1. Approve the Reimbursement Agreement between Catalyst Development Partners/Todd A. Deutscher and San Benito County to fully recover County costs to review and process this project; and 2. Authorize Chair Barrios to sign the Agreement on behalf of the Board of Supervisors

!;£Z- ·

Jf-7 ft>

SIGNATURE OF AGENCY OR DEPARTMENT AlITHORIZED REPRESENTATIVE

CLERK'S USE ONLY

0 0

0

APPROVED ACKNOWLEDGED SET PUBUC HEARING

0

DENIED 0ACCEPTED 0APPOINTED

0 0

ADOPTED RESOLUTION NO. 0 ORDINANCE NO.

~~~~

0 0

CONTINUED TO OTHER

0NOACTION~T-AKE~ N~~~~~~~~~

BY: Deputy Clerk of the Board

DATE:

COPY ROUTING:

ORIGINATING DEPT. - AUDITOR - COUNTY COUNSEL

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REVISED: 12/3 08/13/2015

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REIMBURSEMENT AGREEMENT This reimbursement agreement ("Agreement") is made, and entered into this day of , 2015 ("Effective Date'1) by and between the County of San Benito f'COUNTY'') and Todd A. Deutscher, Catalyst Development Partners ("DEVELOPER"). WHEREAS, DEVELOPER intends to apply for a variety of approvals, including, but not limited to, a tentative subdivision map and environmental review related to use of its property consisting of approximately 27 .26 acres located off of Southside Road in unincorporated San Benito County consisting of Assessor's Parcel Number 020-290049 (the "Property"). For purposes of this Agreement, reviewing and processing DEVELOPER'S applications, including, but not limited to, all activities related to the entitlement processing, development, and construction of the above-referenced project and related uses shall be referred to as the "Project." WHEREAS, DEVELOPER and COUNTY expect that the Project will require COUNTY to expend resources in working with DEVELOPER after DEVELOPER'S submission of applications for approval of the Project, including, but not limited to, processing of DEVELOPER'S applications, permits, maps and other entitlements related to the Project. WHEREAS, COUNTY and DEVELOPER have agreed that DEVELOPER shall be responsible for reimbursing COUNTY for all costs and expenses incurred by COUNTY with respect to the Project, including costs of staff time, consultants', and attorneys' fees in accordance with the terms of this Agreement. WHEREAS, COUNTY and DEVELOPER anticipate that the County Board of Supervisor's approval of the Project will include a condition, among other things, that DEVELOPER indemnify COUNTY and reimburse COUNTY for costs associated with said approval. NOW, THERFORE, in consideration of the foregoing promises and in order to carry on the intent and purpose of applicable codes, ordinances, resolutions and regulations, DEVELOPER and COUNTY agree as follows: SECTION 1. THE SECURITY DEPOSIT Posting of the Security Deposit. Upon execution of this Agreement, DEVELOPER shall deposit with COUNTY in a manner reasonably satisfactory to COUNTY the total amount of Ten Thousand Dollars ($10,000) hereafter referred to as the "Security Deposit." The Security Deposit shall be held by the COUNTY as security for the full and faithful performance by the DEVELOPER of all the terms and conditions of this Agreement. (a) In the event that this Agreement is terminated in accordance with Section 6 below, the COUNTY and DEVELOPER shall meet in good faith to negotiate the form and amount of security, if any, that will be required to meet any posttermination indemnification obligations of the DEVELOPER. If no Agreement can be reached as to the amount of post-termination security required, the COUNTY 1

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and DEVELOPER shall use the alternative dispute resolution procedures set forth in SECTION 10 of this Agreement to resolve this issue. (b) Withdrawal of and Maintenance of Security Deposit. If DEVELOPER defaults on its obligations to provide and maintain any deposit required by this Agreement or to timely pay for any Project Costs as defined in SECTION 2 below, then COUNTY shall be entitled to draw upon the Security Deposit to recover any and all sums in default. The Security Deposit shall be required for as long as the DEVELOPER is bound by any financial obligation(s) under this Agreement. If County is required to draw upon the Security Deposit, DEVELOPER shall immediately replenish the Security Deposit and maintain with the COUNTY at all times a Security Deposit in the amount of the Ten-Thousand Dollars ($10,000) to secure payment to the COUNTY for Project Costs. (c) Schedule and Estimated Budget. Within sixty (60) days following execution of this Agreement, COUNTY will prepare and provide DEVELOPER with an estimate of staff and outside consultant expenses for processing of the PROJECT (the "Budget"). The Budget shall also include any and all other anticipated costs, including overhead charges. DEVELOPER will have fifteen (15) business days from receipt of the initial Budget to review and comment upon the Budget. The COUNTY will also provide a schedule and estimate of when such expenses are expected to be incurred. COUNTY will provide to DEVELOPER copies of any contracts with consultants. The schedule and estimated budget will be updated monthly and submitted along with the monthly summary reflecting reimbursable Project Costs forwarded to Developer pursuant to Section 3 of this Agreement. The COUNTY will set forth a timeline and will use reasonable efforts to maintain a budget for its staff and consultants to satisfy milestones on such timeline. This timeline is in addition to the schedule and estimated budget referenced above, but can be submitted to DEVELOPER in the same document and updated from time to time. In preparing the Budget and in processing the Project, the COUNTY will at all times endeavor to keep costs down. (d) Investment. COUNTY shall maintain the Security Deposit in an interest-bearing dedicated account for the benefit of DEVELOPER. DEVELOPER acknowledges and agrees that it shall not receive any interest on the Security Deposit, in lieu of paying staff costs for account maintenance and interest tracking. COUNTY shall at all times maintain records as to the expenditure of the Security Deposit; provided, however, COUNTY may use the Security Deposit only as set forth herein. The Security Deposit may be invested by COUNTY in lawful investments, in accordance with COUNTY'S established investment policies. (e) Return of Deposit after County Approval. County shall return to DEVELOPER any funds remaining on deposit after one hundred and eighty (180) days have passed since COUNTY'S approval of the last discretionary permit or entitlement for full build-out of the Project, and the County has received from DEVELOPER payment of all Project Costs accrued, as required under Section 2 of the 2

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Agreement except to the extent that DEVELOPER has not satisfied its indemnification obligations per Section 7 of this Agreement.

(f) Subsequent Replenishment of Security Deposit.

In the event DEVELOPER seeks another discretionary permit(s) or entitlement(s) related to the Project after COUNTY returns any remaining funds on deposit pursuant to Section 1(e) of the Agreement, DEVELOPER shall replenish the Security Deposit in the total amount of Ten-Thousand Dollars ($10,000) or such other amount as COUNTY, in consultation with DEVELOPER, may determine to be reasonably necessary to secure payment of Project Costs as contemplated under the Agreement. DEVELOPER agrees to replenish the Security Deposit at the time DEVELOPER submits the application for such subsequent discretionary permit(s) or entitlement(s). DEVELOPER further agrees that any such application shall not be determined complete by COUNTY until the Security Deposit is replenished as required under this Section 1(f).

SECTION 2. PROJECT COSTS TO BE REIMBURSED DEVELOPER shall be responsible for payment of all reasonable direct and indirect costs incurred by COUNTY as a result of the Project ("Project Costs"), which are incurred by the COUNTY after the date of this Agreement. During the term of this Agreement, so long as DEVELOPER is fulfilling its obligations hereunder, COUNTY shall process DEVELOPER'S application(s) for the Project until such time as COUNTY approves or denies such application(s). Project Costs shall include, but are not limited to: (a) All actual COUNTY staff time, including, but not limited to, the Resource Management Agency, Planning Department, Office of County Counsel, Public Works Department, Environmental Health, Administration, Clerk of the Board, GIS Department, County Fire, Integrated Waste, and the Clerk/Auditor/Recorder, expended on Project-related activities and/or litigation. Such staff time includes direct labor costs as well as departmental and indirect overhead costs. (b) All actual costs, not specified in Section 2(a) above, expended on Project-related activities (e.g., costs of telephone, mileage, supplies, postage, etc.). Such costs shall not include general overhead, but shall be limited to cost incurred solely because of the Project. Any travel that will be in excess of twenty-five (25) miles must be approved in advance by DEVELOPER, which approval shall not be unreasonably withheld. (c) All actual costs of any outside consultants hired to assist COUNTY with Projectrelated activities and/or litigation, including, but not limited to, attorneys, planning and design consultants, engineers, hydrologists, traffic consultants, biologists, archeologists, CEQA consultants and other technical and professional consultants as deemed necessary by COUNTY in processing the Project. County shall use its best efforts to use COUNTY staff in lieu of outside consultants when

3

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COUNTY staff is available and can perform the same task for less cost than an outside consultant. Should environmental review of t~e Project be necessary or should the County for any reason retain other outside consultants on this Project, before selecting any such consultants, the County shall meet and confer with DEVELOPER in order to obtain input regarding the consultants under consideration. In selecting a consultant, COUNTY shall consider the following factors, at a minimum: proposed price to complete work; extent of relevant experience; strength of references; strength of individual team members who would be tasked with key analyses; general reputation; and for any environmental consultant, its track record for preparing documents that have survived judicial challenge under the California Environmental Quality Act (CEQA). While COUNTY agrees to meet and confer with DEVELOPER prior to selecting any outside consultant and to consider the above factors, the COUNTY retains the sole discretion to select or hire any outside consultant. SECTION 3. PROCESS FOR REIMBURSEMENT OF PROJECT COSTS (a) COUNTY shall prepare and provide DEVELOPER (by regular mail, electronic mail or facsimile) monthly summaries reflecting all Project Costs set forth in Sections 2(a)-(c) above incurred during each month. (b) Following execution of this Agreement, DEVELOPER shall deposit with the COUNTY in a separate account (hereinafter the "Cost Deposit") the amount of Twenty-Thousand Dollars ($20,000) to pay for all costs set forth in Sections 2 (a)-(c) and any other Project Cost(s). DEVELOPER agrees to replenish and maintain at all times a Cost Deposit balance of at least Ten-Thousand Dollars ($20,000). Failure by the DEVELOPER to maintain a Cost Deposit balance of $20,000 shall be considered a default by the DEVELOPER of the terms and conditions of this Agreement. COUNTY and DEVELOPER agree to meet in good faith and discuss adjustments to the amount of the Cost Deposit if the actual monthly expenditures for Project Costs routinely (defined as two or more consecutive months) exceed the amount of the Cost Deposit. COUNTY shall maintain the Cost Deposit in an interest-bearing dedicated account for the benefit of DEVELOPER. DEVELOPER acknowledges and agrees that in lieu of paying staff costs for maintenance and tracking of interest, DEVELOPER elects to waive any in~erest on the Cost Deposit. COUNTY shall at all times maintain records as to the expenditure of the Cost Deposit; provided, however, COUNTY may use the Cost Deposit only as set forth herein. The Cost Deposit may be invested by COUNTY in lawful investments, in accordance with COUNTY'S established investment policies. (c) For those Project Costs set forth in Sections 2(a)-(c), COUNTY shall provide a written, monthly summary to DEVELOPER of all Project Costs charged by COUNTY against the Cost Deposit. The written summary shall be supported by

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appropriate documentation such as timesheets, invoices , and receipts; provided, however, that COUNTY shall have the right to redact from such documentation any information that the COUNTY reasonably determines is privileged, confidential, or not otherwise subject to release pursuant to the California Public Records Act (Gov't Code § 54950 et seq.). DEVELOPER shall approve or disapprove COUNTY'S reimbursement of all costs set forth in each such summary within ten (10) business days of receipt. If COUNTY does not receive a response from DEVELOPER within this ten business day timeframe, the requested reimbursement shall be deemed approved and COUNTY shall draw on the Cost Deposit to cover said Project Costs. In the event DEVELOPER notifies COUNTY in writing within this ten business day timeframe that it does not approve said reimbursement, COUNTY may still draw on the Cost Deposit to cover said Project Costs subject to resolution of this dispute in accordance with Section 10 below. For those Project Costs set forth in Section 2(c) above, COUNTY shall pay said costs directly to the outside consultants, list those payments on the monthly summary, and provide appropriate documentation indicating the name of each outside consultant and the services provided. In addition, COUNTY shall provide DEVELOPER on a monthly basis (by regular mail, electronic mail, or facsimile) a copy of any and all consultant invoices paid directly by COUNTY during the preceding month. COUNTY shall have the right to redact from such documentation any information that COUNTY reasonably determines is privileged, confidential, or not otherwise subject to release pursuant to the California Public Records Act (Gov't Code§ 54950 et seq.). SECTION 4. FEES, PERMITS AND COUNTY REGULATIONS This Agreement replaces any "Use Permit," "Environmental," general plan amendment, specific plan, zone change petition, amendment to vesting tentative subdivision map and related application fees normally collected by the COUNTY on behalf of the Resource Management Agency, County Counsel's Office, Environmental Health Department, County Fire, Public Works Department, and/or the Planning Department at the time an application for a proposed project is made. Specifically, this Agreement replaces any "Use Permit" or "Environmental" fee contained in San Benito County Code of Ordinances Sections 5.01.049, 5.01.060, and 5.01.061. Any amount previously paid by DEVELOPER with the filing of its Use Permit application will be credited to the DEVELOPER against any future amount due and owing. Notwithstanding the foregoing, the DEVELOPER shall be responsible to pay any fee not expressly abrogated by this Agreement, including, but not limited to, any ministerial fee(s) on required Project permits such as building permits, grading permits, and the like, and any fees or expenses approved by the Planning Commission and/or Board of Supervisors that are made part of the Project's conditions of approval. Nothing in this Agreement shall be deemed to abrogate the responsibility of DEVELOPER to obtain any required permit(s) or comply with any laws associated with any applications, permits, studies, or construction activities related to the Project. This Agreement does not apply to any fees the DEVELOPER is required to pay to any entity other than the County of San Benito, any state or federal agency, or on any new application or project. 5

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SECTION 5. TERM Subject to Section 6, the term of this Agreement shall commence on the Effective Date and terminate upon the later of: one (1) year from the issuance of a certificate of completion for the last of the Project-related improvements; or (b) one (1) year from the last date that DEVELOPER is required to maintain Project-related improvements(s) set forth in any applicable improvement or development agreements related to the Project; or (c) one (1) year from the approval of the final phase of the Project. Nothing herein shall be deemed to abrogate DEVELOPER'S responsibility to pay for ongoing expenses, including litigation expenses, incurred by COUNTY as a result of Projectrelated activities, which activities occurred during the term of th is Agreement. Nothing in this Agreement shall be construed to vest any rights to develop the Project or require COUNTY approval of the Project. SECTION 6. TERMINATION Developer may, at its option, terminate this Agreement at any ti me on thirty (30) days' prior written notice to COUNTY ("Termination Notice") if DEVELOPER determines not to proceed with the Project. In the event of termination, DEVELOPER shall be responsible for the payment of all Project Costs incurred up to and including the date of termination. County shall apply the sums maintained in the Security and Cost Deposit to any unreimbursed Project Costs through the termination date, and COUNTY shall then refund any remaining Security and Cost Deposit funds (including any interest earned thereon) to DEVELOPER within thirty (30) days of the date of termination. SECTION 7. INDEMNIFICATION In addition to Project Costs, DEVELOPER shall defend, indemnify, and hold COUNTY free and harmless from any and all suits, fees, claims, demands, causes of action, proceedings (hereinafter collectively referred to as "Legal Actions"), costs, losses, damages, liabilities and expenses (including, but not limited to, an award of attorneys' fees, expert witness fees, and court costs) incurred by COUNTY arising (directly or indirectly) or resulting from the review, processing, consideration, or from the approval of DEVELOPER'S Project or action taken by COUNTY thereon. In the event DEVELOPER does not wish to defend any Legal Action either as party to said action or as Real Party-in-Interest, DEVELOPER will reimburse COUNTY for any damages, costs, or fees awarded pursuant to any default judgment or other judgment taken against the County as a result of its decision not to defend any Legal Action. The failure of the DEVELOPER to promptly reimburse the COUNTY for any damages, costs or fees, due and owing under this Section 7 shall entitle the COUNTY to draw upon any sums maintained by the DEVELOPER in the Security Deposit or Cost Deposit. DEVELOPER'S obligations pursuant to this SECTION 7 shall survive suspension or termination of this Agreement. (a) In the event the COUNTY'S processing of the Project results in any Legal Action being initiated, the COUNTY shall notify the DEVELOPER promptly of any such action. DEVELOPER will provide and take primary responsibility for the legal 6

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defense of itself and the COUNTY (hereinafter referred to as the "Joint Legal Defense") to the fullest extent possible. DEVELOPER shall defend COUNTY'S actions with competent legal counsel of DEVELOPER'S choice without charge to COUNTY, subject to COUNTY approval. Prior to selecting such legal counsel, DEVELOPER shall meet and confer with COUNTY in order to obtain COUNTY'S input on the question of whether such counsel is, indeed, competent with respect to the body of law at issue in the litigation. COUNTY shall not unreasonably withhold its assent to DEVELOPER'S choice of counsel where such counsel enjoys a good reputation with respect to work under such body of law and can point to notable successes in prior litigation involving that body of law. For purposes of this Agreement, a complaint including the recovery of attorney fees and costs will be considered a request for "monetary damages." The COUNTY and DEVELOPER shall cooperate in good faith in the defense of any Legal Action that names the COUNTY as a party and for which the DEVELOPER undertakes the primary responsibility for the Joint Legal Defense of in accordance with the terms of this Section 7. The COUNTY, through the County Counsers Office, shall be kept apprised by the DEVELOPER and retained counsel of significant dates and hearings, shall receive copies of all pleadings filed in the matter by any party, and shall be allowed to participate in strategic decisions regarding the development of any applicable defense strategies and in preparing pleadings, prior to filing . DEVELOPER and COUNTY may enter into a "Joint Legal Defense Agreement" amending any terms hereto. (b) In the event of any Legal Action against COUNTY and/or DEVELOPER, COUNTY will protect from public disclosure to the fullest extent possible, any communications between its attorneys and those representing DEVELOPER in said action. The parties intend that communications between County Counsel, retained counsel, and/or COUNTY staff, for purposes of the joint defense of a legal action, are entitled to the attorney-client privilege and/or work product privilege and are to be protected from disclosure through the exemption contained in Cal. Gov't. Code § 6254(b) and/or (k), Evidence Code section 954 and/or Code of Civil Procedure section 2018.030. Similarly, communications between County Counsel and Board of Supervisors will be held in Closed Session pursuant to Cal. Gov't. Code §54956.9. Any Legal Action seeking to compel disclosure of privileged communications shall be defended by the DEVELOPER in accordance with the terms and conditions set forth in this Section 7. (c) Nothing contained in this Section 7, however, shall be construed to limit the discretion of COUNTY, in the interest of the public welfare, to settle, defend, or appeal, or to decline settlement or to terminate or forego defense or appeal of a Legal Action at its own expense. In no event shall COUNTY be required to continue with a legal challenge or defense, although COUNTY shall have the right to do so, in the event DEVELOPER fails to pay any amounts owing to COUNTY pursuant to this Agreement. In no event shall COUNTY have any obligation or liability to DEVELOPER in connection with COUNTY'S defense or 7

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prosecution of litigation related to the Project (including, but not limited to, the outcome thereof) or in the event COUNTY elects not. to prosecute a case or defend litigation brought against it. The failure of the DEVELOPER to undertake the defense of any Legal Action within the scope of this Section 7 or the decision of the DEVELOPER to terminate, forego, or abandon the defense or appeal of a Legal Action may be treated by the COUNTY as an abandonment of the Project by the DEVELOPER and will relieve the COUNTY from any further duty, legal or otherwise, to continue to process the DEVELOPER'S Project. If the COUNTY is required to file suit to enforce the terms and conditions of that indemnification, then the COUNTY shall be entitled to recover all attorney's fees and costs incurred in any action to enforce the terms and conditions of this indemnity. (d) If either COUNTY or DEVELOPER determines in good faith that common counsel presents a bona fide conflict of interest, then COUNTY may employ separate counsel to represent or defend the COUNTY, and DEVELOPER shall pay the reasonable attorneys' fees and costs of such counsel within thirty (30) days of receiving an itemized billing statement. Failure by the DEVELOPER to reimburse COUNTY for its separate counsel may be treated as an abandonment of the Project by the DEVELOPER. SECTION 8. NOTICES All notices called for in this Agreement shall be given in writing by personal delivery, electronic mail or facsimile (with copy of such notice sent not later than the next day by mail or overnight private courier in accordance with the provision herein) or by overnight mail or overnight private courier. Facsimile notices shall be deemed received on the· day sent if sent prior to 6:00 p.m. Pacific Time or if sent after 6:00 p.m. Pacific Time, then deemed received on the next day. Overnight mail or couriered notices shall be deemed received the next business day following deposit into the U.S. mail or delivery to the private courier. First class mail, postage prepaid, shall be deemed received three days after postmark. Mailed or couriered notices shall be addressed as set forth below, but either party may change its contact information by giving written notice thereof to the other in accordance with the provisions of this Section 8. To the COUNTY:

With a copy to:

Byron Turner Assistant Director County of San Benito 2301 Technology Parkway Hollister, CA 95023 e-mail: [email protected] fax no.: (831) 637-5354

Matthew W. Granger County Counsel County of San Benito 481 Fourth Street Hollister, CA 95023 e-mail: [email protected] fax no.: (831) 6364044

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To DEVELOPER: Todd A Deutscher 18 Crow Canyon Ct., Suite 190 San Ramon, CA 94583 e-mail: [email protected] fax no.: (925) 324-1418 SECTION 9. DEFAULT BY DEVELOPER If DEVELOPER defaults in its obligations to provide and maintain the deposits required by this Agreement or to timely pay for any Project Costs as required under this Agreement, then COUNTY, at COUNTY'S option, may suspend any activities related to the Project upon thirty (30) days' written notice to DEVELOPER. During the pendency of any notice period, whether for monetary or non-monetary default(s), COUNTY, at COUNTY'S option, may suspend processing and/or consultant activities related to the Project until such default is cured by the DEVELOPER. COUNTY shall give DEVELOPER written notice of such default and any decision by the COUNTY to suspend processing and/or consulting activities related to the Project activities. Subject to Section 10 below, COUNTY may terminate this Agreement and institute legal proceedings, with no further notice to DEVELOPER, if such default is not remedied by DEVELOPER within thirty (30) days after such notice is given by COUNTY to DEVELOPER. Upon such termination, COUNTY shall not be obligated to expend any additional funds on Project-related matters; however, COUNTY may, in its discretion (such discretion to be exercised in good faith), expend Security or Cost Deposit funds after termination of this Agreement as necessary to complete Project-related activities already commenced or for which monetary obligations have already been incurred. Maintenance of any deposit required by this Agreement shall be made a condition of any tentative or final map for the Project, or, if no map is required, of the first discretionary approval. Subject to Section 10, DEVELOPER consents and agrees not to object to, appeal, or protest any of the conditions and/or payments referenced in this Section 9. In the event of DEVELOPER'S default, DEVELOPER waives any permit review timelines otherwise applicable under the Permit Streamlining Act, the Subdivision Map Act, or any other applicable laws with respect to each and every map, permit, or discretionary approval that may be delayed as a result of DEVELOPER'S failure to provide COUNTY with funds as required under this Agreement. In the event of DEVELOPER'S default, no such map, permit or other approval shall be deemed approved by operation of law in connection with the Project. SECTION 10.

DISPUTE RESOLUTION

If a dispute arises related to the interpretation or enforcement of, or compliance with, the terms and provisions of this Agreement ("Dispute'), COUNTY and DEVELOPER shall first attempt to resolve it through informal discussions. In the event a Dispute cannot be resolved in this manner within sixty days (60) days after the Dispute arises, then 9

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COUNTY and DEVELOPER shall engage in the followi ng Alternative Dispute Resolution procedures: Mediation: The COUNTY and DEVELOPER agree that any and all disputes, claims, or controversies between COUNTY and DEVELOPER and arising of or related to this Agreement shall be submitted to the San Jose, California office of Judicial Arbitration and Mediation Services, Inc. ("JAMS") for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS for final binding arbitration pursuant to the arbitration clause set forth below. Either COUNTY or DEVELOPER may commence mediation by providing to JAMS and the other party a written request for mediation setting forth the subject of the dispute and the relief requested. The COUNTY and DEVELOPER will cooperate with JAMS and with one another in selecting a mediator from JAMS' panel of neutrals and in scheduling the mediation proceedings. If the parties cannot agree on the appointment of a mediator or the date of the mediation within thirty (30) days after the written request for mediation, then JAMS shall appoint the mediator at its discretion and/or set a mediation date. The COUNTY and DEVELOPER covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation or other proceedings involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for an action to obtain equitable relief, neither party may commence civil litigation. Either COUNTY or DEVELOPER may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following completion of the initial mediation session or sixty (60) days after the date of the written request for mediation, whichever occurs last. Mediation may continue after the commencement of arbitration, if COUNTY and DEVELOPER so desire. Unless otherwise agreed to by COUNTY and DEVELOPER, the mediator shall be disqualified from serving as the arbitrator in the case. The provisions of this clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including attorney's fees, to be paid by the party against whom enforcement is ordered. Arbitration: Any dispute, claim or controversy between COUNTY and DEVELOPER arising out of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, not resolved by the mediation process set forth above, shall be determined by arbitration to be held in San Benito County before one arbitrator. Neither party may request an arbitration hearing in conformity with this arbitration clause until after the matter has been submitted to mediation in conformity with the mediation clause set forth above and the initial mediation session has been completed or sixty (60) days has passed since the date of the initial written request for mediation, whichever occurs last. The arbitration shall be administered by the San Jose, California office of JAMS 10

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pursuant to its Streamlined Arbitration Rules and Procedures, which rules shall govern the commencement of the arbitration and the selection of the arbitrator among other things. Judgment on the Arbitrator's Award may be entered in the San Benito County Superior Court or any court having jurisdiction. This clause shall not preclude COUNTY or DEVELOPER from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The costs and fees of arbitration (including those fees and expenses set forth in JAMS' fee schedule in effect at the time of commencement of the arbitration) shall be borne equally by COUNTY and DEVELOPER, and each side shall be responsible for its own attorney's fees and expert witness' fees. The dispute resolution process shall be undertaken in good faith. A mediator or arbitrator other than JAMS may be agreed to by COUNTY and DEVELOPER in writing. By agreeing to this dispute r~solution process, neither COUNTY nor DEVELOPER hereby loses or waives its right to assert the operation of any applicable statute of limitations as an affirmative defense. The arbitration award shall be final and binding upon COUNTY and DEVELOPER and each agrees that it will accept such decision and award as binding and conclusive and will abide thereby. SECTION 11.

NO WAIVER OF IMMUNITIES

Nothing in this Agreement shall be construed as a waiver by COUNTY of any of the immunities granted to it under Federal, State or local law, including the provisions of Sections 818.6, 830.6 and 831 .3 of the California Government Code. SECTION 12.

COMPLETE AGREEMENT

Except as may otherwise be explicitly set forth herein, this Agreement constitutes the final, complete, and exclusive statement of the terms hereof between COUNTY and DEVELOPER related to the subject matter set forth herein. Neither party is relying on any representation or warranty outside those expressly set forth in this Agreement. Any and all amendments to this Agreement shall be in writing, shall be stated as an amendment to this Agreement and shall be executed by both parties. SECTION 13.

EXHIBITS

The Exhibits attached to this Agreement are part of this Agreement and are incorporated into this Agreement by reference. SECTION 14.

UNENFORCEABILITY; SEVERABILITY

If a court of competent jurisdiction holds any Agreement clause to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. To that end, this Agreement shall be construed as not containing such clause and the provisions of this Agreement are declared to be severable. 11

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SECTION 15.

SUCCESSORS AND ASSIGNS

This Agreement shall bind and benefit DEVELOPER and COUNTY and their successors-in-interest, whether voluntary or involuntary. DEVELOPER agrees to require any successor to assume all duties and obligations set forth herein. The DEVELOPER shall provide COUNTY with notice of any transfer of ownership interest in the Project or subject property. SECTION 16.

APPLICABLE LAW

This Agreement shall be construed and enforced in accordance with the laws of the State of California. Every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted, and this Agreement shall be read and enforced as though it were included, and if through mistake or otherwise any provision is not inserted or is not correctly inserted, upon application of either party this Agreement shall be amended to make the insertion or correction. All references to statutes and regulations shall include all amendments, replacements, and enactments on the subject as of the Effective Date and any later changes which do not materially and substantially alter the positions of COUNTY and DEVELOPER. SECTION 17.

NO THIRD PARTY RIGHTS

This Agreement is not intended to be, and shall not be, construed to create any third party beneficiary rights in any person or entity who is not a party, unless expressly provided herein. SECTION 18.

NO JOINT VENTURE OR PARTNERSHIP

The parties specifically acknowledge that each party is an independent entity with respect to the terms contained in this Agreement. None of the terms of this Agreement shall be deemed to create a partnership between the parties in the businesses of DEVELOPER or the affairs of COUNTY, or otherwise, or cause them to be considered joint venturers or members of any joint enterprise. SECTION 19.

CONSTRUCTION

Each party hereto declares and represents that in entering into this Agreement, it has relied and is relying solely upon its own judgment, belief, and knowledge of the nature, extent, effect, and consequence relating thereto. Each party further declares and represents that this Agreement is made without reliance upon any statement or representation not contained herein of any other party or any representative, agent, or attorney of the other party. . The parties agree that they are aware they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Agreement and that the decision of whether or not to seek the advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each of the parties. Accordingly, no party shall be deemed to have been the drafter hereof, and the principle of law set forth in Civil Code § 1654 that contracts are construed against the drafter shall not apply. 12

Page 203 of 230

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SECTION 20.

TIME IS OF THE ESSENCE

For the purpose of this Agreement and of each provision of th is Agreement, time is of the essence. SECTION 21 .

COOPERATION

DEVELOPER and COUNTY shall cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. The parties shall act in good faith toward each other and shall act in a fair, diligent, and reasonable manner, and neither party shall take any action that will prohibit, impair, or impede the other party's exercise of enjoyment of its rights and obligations secured through this Agreement. SECTION 22.

JURISDICTION AND VENUE

This Agreement is executed and is to be performed in the County of San Benito, California, and any action or proceeding brought relative to th is Agreement shall be heard in this appropriate court in the County of San Benito. COUNTY and DEVELOPER each consent to the personal jurisdiction of the court in any such action or proceeding. SECTION 23.

REPRESENTATIONS OF AUTHORITY

Each party signing this Agreement represents and warrants to the other party that all necessary legal prerequisites to that party's execution of this Agreement have been satisfied and that the signatory has been authorized to sign this Agreement and bind the party on whose behalf the signatory signs. SECTION 24.

NO PROMISE OR REPRESENTATION

DEVELOPER and COUNTY agree that nothing in this Agreement is to be construed as a representation, promise, or commitment on the part of COUNTY to give special treatment to, or exercise its discretion favorably for, the Project or DEVELOPER.

13

Page 204 of 230

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. COUNTY San Benito County Board of Supervisors

DEVELOPER

By:_ _ _ _ __ _ _ _ _ _ _ _ __

By: _ _ _ _ _ _ _ _ __

Margie Barrios, Chair Date:

--------------

Date:

----------

ATTEST Louie Valdez, Clerk of the Board By: _ _ _ _ _ _ _ _ _ _ _ _ _ __ Date:

--------------

APPROVED AS TO LEGAL FORM San Benito County Counsel's Office

14

Page 205 of 230

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Agenda lime Estimates: 15 Minutes or 0 Consent

AGENDA ITEM TRANSMITTAL

Leave. •·..Blank: .,· .

BOARD OF SUPERVISORS

TO:

CONTACT FOR INFORMATION: Name: Rita campbell Phone No: 636-4070

FROM:

R. Ted Baraan

oa.ternme Rec'd:

. ..

'

'

'

.~lb

_,~/!~(1s-p

·.·

..

NUMBER OF CERTIFIED COPIES REQUIRED:

Chief Probation officer MEETING DATE: (1) SUBJECT: Community Corrections Partnership - AB 109 Budget August 18, 2015 (2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

Please see attached staff report.

(3) OTHER AGENCY INVOLVEMENT:

Human Resources, County Administrator

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM:

D

Contract D Ordinance

(5) PREVIOUS RELEVANT BOARD ACTlONS ON THIS SPECIFIC ITEM:

D Resolution 181 Other: CCP Budget (7) CURRENT YEAR COST:

(6) FUNDING SOURCE{S): AB 109 (10) WILL PROPOSAL REQUIRE ADDffiONAL PERSONNEL?

~YES

ONO

(8) ANNUAL OR PROJECT COST:

If YES, STATE NUMBER: Permanent 2

I

(9) BUDGETED: DYES ONO

Limited Term

(11) RECOMMENDED ACTION(S):

It is respectfully recommended that the Board accept the Local Action Plan as approved by the Community Corrections Partnership. It is further respectfully recommended that the Board authorize the addition of 1.0 FTE Probation Officer and LOFTE Office Assistant III funded by AB 109. It is finally respectfully recommended that the Board authorize the Chief Probation Officer to negotiate an amendment to the County's commercial lease agreement with the Community Services Development Corporation for the purposes. of establishing a "Community Transition Center." ~

Qhi~Omcer-.

B.r;;B;raan, SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE

Aygust H. 2015

---------

DATE

CLERK'S USE ONLY

0APPROVED ACKNOWLEDGED 0 SET PUBUC HEARING

0

0

DENIED 0 ACCEPTED 0 APPOINTED

0 ADOPTED 0 RESOLUTION NO. 0 ORDINANCE NO.

~~~~-

0 CONTINUED TO 00THER

0NOACTIO_N_T._A_KE_N ~~~~~~~~~-'-~

SY:

Deputy Clerk of the Board

DATE: COPY ROUTING:

Page 206 of -230 08/13/2015 ORIGINATING OEPT. AUDITOR - COUNTY NllJMC::FI

R. Ted Baraan

Rita R. Campbell

Chief Probation Officer

Administrative Services Specialist

DATE:

August 18, 2015

TO:

Honorable Board of Supervisors ~

FROM: SUBJECT:

R. Ted Baraan, Chief ProbaoonDffic~-~ Authorization to expend funds for the 2015/2016 AB109 Local Plan as approved by the Community Corrections Partnership (CCP), including the development, and operation of a Community Transition Center.

Summaay On June 6, 2015, the Community Corrections Partnership - Executive Committee (CCPEC) approved the local plan for the expenditure of the 2015/2016 Criminal Justice Realignment Allocation pursuant to AB109. Additionally, the CCP-EC also approved the local plan for the "carry-over funds" from prior year allocations. The plans include the continuation of expenditures in support of the Sheriff's Office, Behavioral Health, the District Attorney's Office, Probation Department and community based providers; enhancement of technology in the Criminal Justice System; augmentation of intervention and suppression efforts, including a partnership between the Probation Department and Hollister Police to increase accountability for supervisees, and the development and operation of a Community Transition Center for use by Justice System involved individuals and their families.

Djsussjon

The AB109/Criminal Justice Re-Alignment funding stream is intended to help address the local workload impact of the realigned population, and develop systems and services in support of the entire adult criminal justice population.

Page 207 of 230

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AB 109 - Local Action Plan August 18, 2015 2of4

Per statute, the members of the Community Corrections Partnership (CCP) are listed below. Additionally, members of the CCP with an asterisk (*)comprise the Community Corrections Partnership - Executive Committee: -

-

The Chief Probation Officer* (Chair); The Presiding Judge of the Superior Court*, or designee; A County Supervisor or the Chief Ad.ministrative Officer or a designee of the Board of Supervisors; The District Attorney*; The Public Defender*; The Sheriff*; A Chief of Police*; · The head of the Department of Social Services; The head of the County Department of Mental Health*; The head of the County Department of Employment; The head of the County Alcohol and Substance Abuse programs; The County Superintendent of Education A representative of a community-based organization with experience in successfully providing rehabilitative services to persons convicted of criminal offenses; an individual who represents the interests of victims.

The goals of the local plans are three-fold: 1) Maintain advancements achieved in service delivery from past years, 2) Increase capacity for criminal justice agencies to supervise the criminal justice population, and 3) Provide services and support to offenders both in custody and in the community. From the AB109 Funding stream there are two "pools" of funds: Unspent "Carry-Over" funds from prior years' allocations and the recurring annual allocation. Local Plan for use of "carry-Over" funds can be categorized in three areas: Infrastructure: The CCP~EC had voted to support implementation of vehicle cameras for Hollister Police Department, Computers and a software/data management system for the District Attorney's Office, Mobile Data Computers (MDC) for the Sheriff's Office and Probation, the Jail Management System (JMS) and Records Management System (RMS) for the Sheriff's Office, and a vehicle for the Probation Department primarily for conducting compliance checks on supervisees. Training: The CCP-EC voted to continue with the annual Training for staff Day Reporting Center/ "Community Transition Center'': The CCP-EC voted to support the development of a Community Transition Center. The identified location is at 1111 San Felipe Road, Suite 101, Hollister, CA. Identified "One~ Time" expenses include: renovation, furniture, computers/technology, equipment, pupilometry machine. Page 208 of 230 08/13/2015

AB109- Local Action Plan August18,2015 3 of4

The Local Plan for the 2015/2016 Annual Allocation can be categorized into four components: Suppression: Efforts to curtail on-going criminal activity through the enforcement of terms and conditions of. supervision. This .year the CCP-EC voted to continue with the funding of Y2 of a Deputy District Attorney and funding to the Hollister Police Department for suppression activities. Additionally, the CCPEC voted to implement a partnership between the San Benito County Probation Department and the Hollister Police Department to each fund one officer primarily to conduct compliance checks on individuals under the supervision of the Probation Department {Special Enforcement Team). Intervention: Services designed to reduce recidivism by addressing criminogenic risk factors. The CCP-EC voted to continue with substance abuse treatment, bed space at a Sober living Environment (SLE}, and two Probation Officers and two Probation Aides. Additionally, the CCP-EC voted to implement family therapy; support for GED Education, Employment Training and Academic Counseling, Residential Drug Treatment, Temporary Housing, and Miscellaneous Direct Aid to Offenders and their families. Custody: Providing for the proper care, custody, and control of inmates detained in the San Benito County Jail in compliance with State and Federal mandates. The CCP-EC voted to continue with two Correctional Officers, support for the Jail Expansion Project, and the Electronic Monitoring Program. Additionally, the CCPEC voted to bring back a 112 time Corrections Program Manager to inmate coordinate services in the Jail. Day Reporting Center / "Community Transition Center": Specific venue for Criminal Justice Involved Individuals to obtain treatment, education, and services designed to reduce recidivism. The CCP-EC voted to support the development and operation of a "Community Transition Center" to provide coordinate and services to the re-entry and justice involved populations. Rent expense and a dedicated staff member would be hired to provide coordination of services for clients of the Community Transition Center. The services include, but are not limited to the following: drug and alcohol treatment, family therapy, academic education, employability training, academic counseling.

Financial Impact Following the passage of Proposition 30 in 2012, this funding stream is constitutionally protected, preventing the Legislature from reducing or removing the funding to the counties for AB109. Expenditures from this funding stream have zero (0) net county cost. The annual allocation to San Benito County for FY 2015/2016 is $1,764,759. Additionally, due to the conservative fiscal management of prior years' allocations, a amount significant reserve is available in thePage 209 of of $1,118,924. 230 08/13/2015

AB109- Local Action Plan August 18, 2015 4of4

Charts outlining the specific allocations for each item listed above are attached. Following the proposed expenditures, the estimated remaining balance for the 2015/2016 allocation is $183,259. Following the proposed expenditures, the estimated remaining balance of the "Carry~Over" Funds is $184,873.

Recommendation

It is respectfully recommended that the Board accept the Local Action Plan as approved by the Community Corrections Partnership. It is further respectfully recommended that the Board authorize the addition of one (1) Probation Officer funded by the AB109. It is finally respectfully recommended that the Board authorize the Chief Probation Officer to negotiate an amendment to the County's commercial lease agreement with the Community Services Development Corporation for the purposes of establishing a "Community Transition Center."

Page 210 of 230

08/13/2015

r .........-...,...,... ,............................. ,,,,,_,..___

000 " "" ~'"' "_. . , •. •.•

... , . . . . . ,, •. , ••.•• ,.

,~

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, , _ ___

,.,,_,,Oo••-:···--·..

O' . .. . .

··~•- '0<, o-. .oOo ..oo~<. .oo--00o0 o0o 'o -";~ ........_.. .. . . .

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••o-o-.-•-··-----OMo•·• ...,

-··-•" •0o•o _.,., ... '

AB109 PROPOSED ~UQ~ET FOR FY 2Q15-16 ·

On-Going Operations 1.764,759

$

AQericy

· Domain lsuPPRESSION Probation

Hollister PO

i

fProbation Offrcer (LINET)

s

115,000

Wollce Officer - HPO (UNEn

$

161,000 $

15.000

$

42.000

r

District Aftomey

Deputy District Attorney (112time)

District Attorney

Office Assistant U

$

27.500 50,000

iINTERVENTION I

'

i

I !

Youth Alliance

Parent ProjEct- Family Therapy

$

Gavifan College

GED Education - In Kind

$

GaVllan College

Emple>yment Training - In Kind

$

G8"ilan College

Acade.mic Counselor

Behavioral Heallh

Substance A~use/T4C

$

80.000

Sun Streets

Sober Living Environrnen.t

$

36,000

Behavioral Hi:alth

Rl':&identlat Treatment Provider (through £ $

Misc. Direct aid

Temporary Housing (HHSA)

$

Heallh and Human Servioos Agency

Eligibility Worker - In IOOd

$

Probation

Probation Officer {2)

$

200,000

Probation Aides x 2

Probation Aide (2)

$

150,000

Various

i

Mis~.

50,000

Direct: aid

$

100.000 10.000

10,000

fDrivers Lie., Birth Cert.)

icusToov·

I !

I

Sheriffs Office

Correclional Officers x 2

$

220;000

Sheriffs Office

Jail expansion

100.000

I

Probation

Electtonie Monitoring Program

$ $

30.000

l

TSO

1/2 Corrections Progam Manager

$

45.000

OAlll

$

70,000

Renf/lJ~liti.es

$ $

30,000

i

i

(Coordinate slff'\fies& !;It jail. EMP elig.,

evaluations from Criln. FactofS)

i

!

joPERATION$ - DAY REPORTING CENTER

I

I

I

I

Pfl)bation Rent/Utilities Variolis

Offlee SUpplies

t5;000

Misc

Other

$

15,000

TSO

.Peer MentOr- Ptirt time

$

10.00o

i

I t

it

TOTAL

j

$ 1 ~61,50()

' SALA.NCE 1~3.~59 1 _ __. _____.-·-·- -- . - -... .. --····. --..-·- . ,_-_. _._,__.______ .... . .....I RESERVE . . .--·--- ..-·__,, ··· . . . . . _. . . .......S_....,=-ia:l ~ ·

~

Page 211 of 230

~

08/13/2015

. . . . . . . _. __,.

7. -------=- ---·· ~.

f-~ ~

_,_, _________ ,_.

..

· ~ --, -· - -----:.------ ·:·".'.-~

······--·-=--···..- - ....:--·"""'·'

··· ···-- · ·~··· ·· ···

:··.. - . .. ........... .................-·--·,---...... .....,

AB1p9 P~OPOSED $lJJ)GEt fO~-FY 2015-16

AJIOCaflOn of "Carryover" ft.Inds i

.

. .

can.:i~dForward fIi£~ . . Salanre .

~1.118.$.24 .

' Previoosly

oetai1

Item

Allocated f'.>roposcci EXperiditute _ Expenditu~

lnfU\structure

Cameras-HPO

60,051

Computers and sottware DA

90.000

MDC/MDT tor SBSOIPROS

125.000

JMSIRMS for SBSO

00,000

Vehicle {Speclal Enforcement Team) PROB

40.000

264,000

Vehicle (Special Enforcement Team) HPD Vehicle (Special Er.forcemem Team} Sheriff

Training

Training

15.000

Day Reporting Center Bµilding Purchase

Renovation Balfistic glass. comms. cameras, walls

100,000

Furniture

50,000

lechnotogy

50.000

Equipm-ent

5,000

P.uplllometry

55.000

f

1~4;813

/FUND t;!ALANCE

i -I

1,

11~.924

t. . ---~---·-···~·-·····-··· ---····-·········-·····--···-·-···--·-------···-···--···,....,.--. . . .....-..-..··-··--··--.. . . . . . ... . ..... . . . . ._....____. .,....._..

Page 212 of 230

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)

Page 213 of 230

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)

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)

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)

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Agenda lime Estimates: Minutes or D Consent Closed Session

AGENDA ITEM TRANSMITTAL TO:

BOARD OF SUPERVISORS

FROM:

Georgia Cochran Human Resources

MEETING DATE: August 18, 2015

Leave Blank: ' '

oate[Time Rec'd:

a -os.(O ,CJP fJ.,,, .,-p

CONTACT FOR INFORMATION: Name: Georgia Cochran Phone No: 636-4000

NUMBER OF CERTIFIED COPIES REQUIRED:

(1) SUBJECT: CLOSED SESSION - CONFERENCE WITH LABOR NEG011ATORS

(2) BACKGROUND INFORMATION (If not summarized within this space provide a staff report instead, noting attachment):

CLOSED SESSION·CONFERENCE WITH LABOR NEGOTIATORS Agency designated representatives: Allyson Hauck, Ray Espinosa, Joe Paul Gonzalez, Melinda casillas, Georgia Cochran, Steve Coffee Employee Organizations: Institutions Associations Law Enforcement Management Management Employees' Group SEIU Local 521 (General Unit Employees) SEIU United Long Term Care Workers Local 6434 Deputy Sheriffs Association Confidential Confidential Management Department Heads Unrepresented Employees Authority: california Government Code Section 54957.6 (5) PREVIOUS RELEVANT BOARD ACTIONS ON nns SPECIFIC ITEM:

(4) SUPPORTIVE DOCUMENTS RELATIVE TO THIS ITEM: 0 Contract D Resolution D Ordinance 0 Other: {6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST:

(8) ANNUAL OR PROJECT OOST: $

$ (10) WILL PROPOSAL REQUIRE ADDffiONAL PERSONNEL?

DYES

UNO

If YES, STATE NUMBER: Permanent

(9) BUDGCTED:

DYES

O NO

Limited Term

(11) RECOMMENDED ACTION(S):

Hold Closed Session

~/~0 v ~"

. ~ tv/t~

/]

DATE

SIGNATURE OF AGENCY OR DEPARTMENT AUTHORIZED REPRESENTATIVE CLERK'S USE ONLY 0APPROVED 0 ACKNOWLEDGED 0 SET PUBUC HEARING

0 DENIED

0 0

ACCEPTI:D APPOINTED

0ADOPTED RESOLUTION NO. 0 ORDINANCE NO.

0

~~~~-

0 0

CONTINUED TO OTHER

0NOACTIO_N _T._A-KEN~~~~~~~~~~-

BY:

Deputy Clerk of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. AUDITOR - COUNTY COUNSEL Page 227 of -230 08/13/2015

!

Agenda Tirre Estirrates: Minutes or D:onsent

AGENDA ITEM TRANSMITTAL

I.eave.Blank:

dOS:fo : ·8/12.~s-(p

TO: Board of Supervisors FROM:

Matthew W. Granger, County Counsel

MEETING DATE:

bate/Tl.~ · Rec'd:

CONTACT FOR INFORMATION: Narre: Shirley Murphy, Deputy Phone No: 636-4040

NUMBER OF CERTIFIED COPIES" REQUIRED:

(1) SUBJECT:

Aug. 18, 2015

CLOSED SESSION - CONFERENCE WITH LEGAL COUNSEL

(2) BACKGROUND INFORMATION (If not sunmuized within this space provide a staff report instead, noting attachrrent):

CONFERENCE WITH LEGAL COUNSEL- EXISTING UTIGATION: Subdivisions (a) and (d)(l) of Government Code Section 54956.9 Name of Case: County of San Benito v. Cristina M. Martinez, et al., Superior Court of California, County of San Benito,

case No. CU-15-00063.

(3) OTHER AGENCY INVOLVEMENT:

(4) SUPPORTIVE OOCUMENTS RELATIVE TO THIS ITCM: 0 Contract D Resolution D Ordinance 0 Other: (6) FUNDING SOURCE(S):

(5) PREVIOUS RE1£VANT BOARD ACTIONS ON THIS SPECIFIC ITCM:

(7) CURRENT YEAR COST:

$ (10) WILL PROPOSAL REQUIRE AODmONAL PERSONNEL?

U YES

UNO

I

(8) ANNUAL OR PROJECT COST: $

Itj>

BUDGETED: YES 0 NO

If YES, STATE NUMBER: Perrrenent

United Term

(11) RECOMMENDED ACflON(S):

Hold closed session.

M~ttl. ,

~1

~-l2 -2.DIS

~ .J'

SIGllATIJRE OF AGENCY OR DEPMnMENT AlflliORIZED REPRESENTATIVE

DATE

Q.ERK'S USE ONLY

0 APPROVED 0 ACKNOWl£0GED 0 SET PUSUC HEARING

0 DENIED 0 ACCEPTED 0 APPOINTED

0 CONTINUED TO 0 ADOPTED OntER 0 RESOLUTION NO. - - - - 00 NO ACTIO""N_t_'A_KEN _ _ _ _ _ _ _ _ __ 0 ORDINANCE NO.

BY: Deputy Clerf< of the Board DATE:

COPY ROUTING:

ORIGINATING DEPT. • AlDITOR · COUNTY COUN.SEL

Page 228 of 230

08/13/2015

Agenda lime Estirretes: Minutes or D:onsent

AGENDA ITEM TRANSMITTAL Board of Supervisors FROM: Matthew W. Granger, County Counsel

Leave Blank:

d~b

TO:

MEETING DAlE:

:.

•.

·



.. :

CONTACT FOR INFORMATION: Narre: Shirley Murphy, Deputy Phone No: 636-4040

'



I

... '

,.

Date/lime ReC'd:

..

.o/12-ft.s-f

NUMBER OF CERTIFIED COPIES REQUIRED:

(1) SUBJECT:

Aug . 18,2015

CLOSED SESSION - CONFERENCE WIT_ H LEGAL COUNSEL

(2) BACKGROUND INFORMATION (If not sumrerized wkhin this space provide a staff report instead, noting attachrrent):

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION: Subdivisions (a) and (d){l) of Government Code Section 54956.9 Name of case: County of San Benito v. Maximo R. Ornelas and Juanita L. Ornelas, et al., Superior Court of California, County of San Benito, Case No. CU-15-00077.

(3) OTHER AGENCY INVOLVEMENT:

(4) SUPPORTIVE DOCUMEN15 RELAlIVE TO nus ITEM: D Contract D Resolution D Other: D Ordinance

(5) PREVIOUS REl£VANT BOARD ACTlONS ON TiiIS SPECIFIC ITEM:

(6) FUNDING SOURCE(S):

(7) CURRENT YEAR COST:

$ (10) WILL PROPOSALREQUIREADDIDONALPERSONNEL?

U YES

UNO

I

(8) ANNUAL OR PROJECT 00~$

If YES, STAlC NUMBER: Perrrenent

Ifj>

BUDGElCD: ~ Doo

United Term

(11) RECOMMENDEDACTlON(S):

Hold closed session.

&fJiLo.v JJn_,,,._ SIGNATURE OF AGENCY OR


2D1~

DATE

rfPARlMENT AUTHORIZED REPRESENTATIVE UERK'S USE ONLY

0 APPROVED 0 ACKNOWLEDGED

0 DENIED 0 ACCEPTED

D ADOPTED 0 RESOLUTION NO.

0 SET PUBLIC HEARING

D APPOINlCD

0 ORDINANCENO.

D CONTINUED TO

0 OTHER

~~~~DNOACTl·O~N~T.-A_KEN.,.,_~~~~~~~~~

BY: Deputy Cler1< of the Board DATE:

COPY ROU'nNG:

ORIGINATING DEPT. - AU>ITOR - COUNlY COUNSEL

Page 229 of 230

REVISED: 12/3/12

08/13/2015

·Ag~naa 11rne .Es~mates;

AGENDA .. . ITEM . . .. TRANSMITTAL . ..·. . .

..

'

-... .· '

'

'

'

'

... '

. ~''

'

'•

-

.'

MiriU~ or'D ~~[)~.

.

15

-r.o;

BOARD OF SUPERVISORS .FROM.i MAITHEW W. GRANGER

' liJUMe~R OF

.COITTACT fOR'.I.NFORf"!Ai:tO.N:

Name: Matthew Granaer P.h,ot)~ f)Jo: (831) 636-4040

i'.;tITT.IFJED: COPIES-

'REQ\JI:l~El).:

MEET.ING DATE:

August18,2015 (2) et.C-K.GROUN[) IN f pRMATION {If not SOOJm.~izet;I w.i.thin this,sp~~ pr,oyi~~.a s~ffr:ep.oft)r:isfead;

!'IQti ng-att·achment):

Conference with Legal Counsel-Anticipated Litigation. Initiation of litigation pursuant to subdivision (d)(4) of Section 54956.9: Number of Cases: (2)

(3) Oi"f!ER AGENCY INYOMMENT:

.(4) SUPPQR"(IVE POCUMENTS RELATIVE TO THIS .tn:M~

.o· Contract D

Ordi.narice

0 0

(_5) PREVIOUS RELEVANT BOARD.ACUONS 01\! THlS·SPECI.flGlfEM;

Resolution Other:

(7} CLJ.RRENT YEAR~ C~T:

$ .(lQJWILL P,R9POSA~~.QVIREAD[).ITTQN~\,LPE~ONNEL?

DYES

.1..J .N.0

{9) ~UOGITTO; DYE'S: . 0 N.O

(8).ANNUALOR PROJECT

coSi:~

. ,

. '·. ,

IfJ~~~STAJE NUMB.ER:

Permanent {_11) R.ECOMMENDEDAClJON{S~:

Hold Closed Session.

SIGNATURE OFAGEN.CY ·OR DEPARr\l!ENT'AU.THORIZEO REPRESENTATIVE

D APPROVED 0ACKN.OWLEbGED

. 0 :OENfED

D str.:Pi:JatiftiEARrNG

0

ACCEPTED

'.DAPPOINTED.

D :CONTINUED TO

0.ADOPTED

D RESQLUTIOl.ll NO. ooR.01NANcr No.

DotHER

- - - - 0 -NO Atn'OO~T:"'"'AK~E~N,...-----------

BY:

Deputy Cfer:k ·of the"Board Dl(f'.E;

COPY ROUTING:

ORIGINATING DEPT. ,.. AUDITOR · COUNTY COUNSEL

Page 230 of 230

08/13/2015