Attachment 2 - City of Campbell - Resilient EOC and Police Department Operations Center (DOC)N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 1 of 5
ATTACHMENT 2
AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF CAMPBELL FOR THE Cal OES PASS THROUGH GRANT SUBAWARD
THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town
of Los Gatos, a California municipal corporation, (“Los Gatos”) and the City of Campbell, a
California municipal corporation (herein called “Campbell”). This Agreement is made with
reference to the following facts.
I. RECITALS
1.1 Los Gatos, in conjunction with Campbell, submitted an Assembly Budget Request to the
Assembly Budget Committee for the Resilient Emergency and Police Department
Operations Center (EOC/DOC).
1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of
Emergency Services (“Cal OES”) to be allocated between various entities as set forth in
Exhibit A to this Agreement, and over which Los Gatos was appointed to be the
administrator of this grant.
1.3 Campbell was awarded a $3,900,000 (“Campbell Funds” from the $7,000,000 grant from
Cal OES to help Campbell achieve safe, modern, and technologically advanced EOCs and
DOCs capable of facilitating regional joint emergency training and operation activities
when mutual aid is needed.
II. AGREEMENTS
2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to
Campbell in a manner consistent with any standards required as a condition of providing
these funds, which are hereby incorporated by reference and attached as Exhibit A.
Campbell will be responsible for using the funds consistent with the grant application and
approval and the standards set forth in Exhibit A. Los Gatos shall disburse the entire
amount of the Campbell Funds to Campbell by June 30,2022.
2.2 Term and Time of Performance. Program performance may retroactively begin on July 1,
2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.
Accordingly, services of Campbell shall start on the 1st day of July 2021 and end on the 30th
day of June 2024 but may be extended and remain in effect during any period that
Campbell has control over the funds, if any. The term of this Agreement and the
provisions herein may be extended by mutual agreement in writing to cover any additional
time period consistent with grant requirements. Such extension may be based upon
remaining initial funding under this Agreement or funding of which Los Gatos remains in
control of from Cal OES funds or other assets.
N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 2 of 5
ATTACHMENT 2
2.3 Budget. Campbell will incorporate this grant funding in accordance with applicable
Governmental Accounting and Auditing Standards and procedures as provided by
Campbell’s financial policies and procedures.
2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los
Gatos under this Agreement shall not exceed the amount shown in Exhibit A.
2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail
(postage prepaid), commercial courier, personal delivery, facsimile, or other electronic
means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.
Notices sent by mail are presumed delivered after (5) days. All written communications
under this Agreement shall be addressed to the individuals in the capacities listed below,
unless otherwise modified by subsequent written notice.
Communications and details concerning this Agreement shall be directed to the following
representatives:
Los Gatos Campbell
Town of Los Gatos City of Campbell
Attention: Laurel Prevetti Attn: Will Fuentes
Title: Town Manager Title: Finance Director
110 E. Main St 70 N. First St.
Los Gatos, CA 95030 Campbell, CA 95008
lprevetti@losgatosca.gov willf@campbellca.gov
2.6 Conditions.
A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any
manner, as creating or establishing the relationship of employer/employee between
the parties. Campbell shall at all times remain an "independent contractor" with
respect to the services to be performed under this Agreement.
B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and
all claims, actions, suits, charges and judgments whatsoever that arise out of its
performance or nonperformance of the obligations set forth in this Agreement.
C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any
claim, liability, loss, injury or damage arising out of, or in connection with, its
performance of this Agreement or the performance of its agents, employees or sub-
contractors.
2.7 Administrative Requirements.
N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 3 of 5
ATTACHMENT 2
A. Financial Management
1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB)
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
B. Documentation and Record Keeping
1. Records to be Maintained
Campbell shall maintain all records required by Los Gatos and the State of
California.
2. Close-outs
Campbell’s obligation to Los Gatos shall not end until all close-out requirements are
completed. Activities during this close-out period shall include, but are not limited
to: making final payments, disposing of program assets (including the return of all
unused materials, equipment, unspent cash advances, program income balances,
and accounts receivable to Subrecipient), and determining the custodianship of
records. Notwithstanding the foregoing, the terms of this Agreement shall remain
in effect during any period that Campbell has control over the funds, including
program income.
C. Reporting
Campbell shall report on an annual basis for the Fiscal Year (FY) ending June 30th.
All program expenses related to the funds received under this Agreement are due
by September 30th of each FY during the term of this Agreement.
D. Procurement
1. Compliance with Regulations
Campbell shall procure all materials, property, or services in accordance with its
Purchasing Policies and Procedures.
2.8 Assignability. Campbell shall not assign or transfer any interest in this Agreement without
the prior written consent of Los Gatos: provided, however, that claims for money due or to
become due to Campbell from Los Gatos under this Agreement may be assigned to a bank,
trust company, or other financial institution without such approval. Notice of any such
assignment or transfer shall be furnished promptly to Los Gatos.
III. GENERAL TERMS
3.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 4 of 5
ATTACHMENT 2
3.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
3.3 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the parties.
3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Los Gatos and Campbell. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party. Unless otherwise prohibited by law or Campbell’s policy, the parties agree
that an electronic copy of a signed contract, or an electronically signed contract, has the
same force and legal effect as a contract executed with an original ink signature. The term
“electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail,
or other electronic means of a copy of an original signed contract in a portable document
format. The term “electronically signed contract” means a contract that is executed by
applying an electronic signature using technology approved by Campbell.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Department Head
Campbell, by:
Printed Name and Title
[add approved as to form sig block for
Campbell too]
Approved as to Form:
Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]
N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 5 of 5
ATTACHMENT 2