COUNTY OF SANTA CLARA, CALIFORNIA...Email: [email protected] Re: RFP-CON-FY18-0217, Investment Advisory Services for Commingled Investment Portfolio Proposals must be

COUNTY OF SANTA CLARA, CALIFORNIA

REQUEST FOR PROPOSAL INVESTMENT ADVISORY SERVICES FOR

COUNTY OF SANTA CLARA COMMINGLED INVESTMENT PORTFOLIO

RFP NUMBER: RFP-CON-FY18-0217

ISSUE DATE: April 20, 2018

PROPOSALS PROJECTED DUE DATE: May 16, 2018 AT 3:00 PM, PST

RFP POINT OF CONTACT: VIOLETA SABATER, PROCUREMENT LEAD

COUNTY OF SANTA CLARA, FINANCE AGENCY TEL: 408-299-5204

EMAIL: [email protected]

RFP-CON-FY18-0217, Investment Advisory Services for Commingled Investment Portfolio Page 1 of 84

mailto:[email protected]

Table of Contents

Section Page I. Introduction

A. Invitation B. Background

Page 3

II. Project Scope of Work Page 4 III. Timeline

A. Schedule of Events B. Point of Contact C. Explanation of Events

Page 5

IV. Proposal Preparation and Submission Page 7 V. Evaluation Criteria Page 10 VI. Response Format and Organization Page 12

APPENDICES All applicable Appendices must be submitted with the proposal.

Appendix Page Appendix A: Non-Collusion Declaration Page 13 Appendix B: Proposer’s Terms and Conditions Page 14

Appendix C: Declaration of Local Business Page 15

Appendix D: Declaration of Compliance with Wage Theft Prevention Policy Page 16

ATTACHMENTS The Attachments listed below are for reference only and are not required to be submitted with the proposal.

Attachment Page Attachment A: Conditions Governing the Procurement Page 17

Attachment B: Exhibit B-3 - Insurance Requirements Page 22

Attachment C: County Travel Policy Page 26

Attachment D: Sample County Agreement Page 50

Attachment E: County Investment Policy Page 63


I. INTRODUCTION

A. INVITATION The County of Santa Clara (“County”) seeks proposals to evaluate the County of Santa Clara’s Commingled Fund Investment Portfolio. Proposer must demonstrate experience as an independent investment advisor, not a broker/dealer, for public agencies.

The County’s investment objectives are to: a) safeguard principal; b) meet the liquidity needs of investment program participants; and c) attain a market yield. The County seeks a firm to review and evaluate the County’s investment portfolio’s overall performance relative to these three objectives and provide recommendations to improve the investment program for future investments. In addition, the County is interested in reviewing proposals to provide business continuity services in the event of an emergency.

The resultant contract will be for a term of five (5) years.

B. BACKGROUND 1. County of Santa ClaraThe County of Santa Clara is a political subdivision of the State of California. The County is located at the southern end of the San Francisco Bay and it forms the geographic core of the economic region called Silicon Valley. The County has approximately 1.9 million residents, which makes it the sixth largest in California, with an estimated workforce of over 19,000 and the largest of the nine Bay Area counties. Santa Clara County contains fifteen (15) incorporated cities within its borders: Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga and Sunnyvale, as well as several special districts.

Ninety percent of the population lives in cities, while unincorporated ranch and farmland covers a significant portion of the County’s 1,315 square miles. Santa Clara County residents speak over 100 languages and dialects with over 55 percent of them from either Asian, Hispanic or Latino backgrounds. The County has a large concentration of electronics, research and manufacturing firms. The County’s organizational structure includes a decentralized mix of approximately 50 semiautonomous County Agencies and Departments. The County provides services such as public safety and justice, road construction and maintenance, parks and recreation, libraries, and environmental resource management. It also operates “enterprise" programs, which charge fees to users for services. Two examples are the Santa Clara Valley Medical Center and the County airports. The County acts as an agent of the State in administering health, social services, and criminal justice programs that are of statewide concern.

The County is governed by a five-member Board of Supervisors who is elected by district to serve four-year terms. The County Executive administers the day-to-day affairs of the County and is appointed by the Board of Supervisors.

2. Controller-Treasurer Department, Treasury DivisionThe Controller-Treasurer Department has countywide responsibility for accounting, disbursements, treasury and investment, internal auditing, and accounting systems


management. The Department plays a critical role in ensuring the County’s financial success and ongoing viability.

The Controller-Treasurer Department, Treasury Division invests County assets in accordance with the Government Code and investment policies. The investment function works to maximize the interest earnings on funds belonging to the County, school districts, and special districts while ensuring the safety of principal and maintenance of liquidity.

It is the practice of the Controller-Treasurer Department to invest public funds in a manner which will preserve capital, meet the daily cash flow demands of the County, and provide a market rate of return while conforming to all state and local statutes governing the investment of public funds.

3. County Commingled Fund Investment Portfolio

The County’s $8.3 billion investment portfolio (as of December 2017) consists primarily of U.S. Treasury and federal agency securities, but also has exposure to municipal government obligations, commercial paper, certificates of deposit, bankers acceptances, corporate notes, money market funds, repurchase agreements, and reverse repurchase agreements. Investments are subject to California Government Code section 53600 et seq. and the County’s Investment Policy (Attachment E).

II. PROJECT SCOPE OF WORK

The Controller-Treasurer Department requests proposals to evaluate the Commingled FundInvestment Portfolio and provide investment advisory services to identify improvements andenhancements to incorporate into the investment pool.

This is not a solicitation for the management of any of the County’s funds.

In addition, the County seeks proposals to provide business continuity services in case of anemergency. For the purposes of this contract, emergency shall mean any one or acombination of a natural or manmade disaster, unavailability of County investment staff, orloss of information technology capability necessary to complete investment transactions.

This scope of work is a general guide to the work the County expects to be performed and isnot a complete listing of all services that may be required or desired. Specifically, theevaluation and advice shall pertain to the following areas, including but not limited to:

a) County program review of objectives attainment (safety, liquidity and yield)b) Recommendation of improvements to the program relating to future investmentsc) Investment reportingd) Government Code 53601 Compliancee) Investment policy reviewf) Performance analysis related to established benchmarksg) Credit analysish) Best practices concepts that could be incorporated into the County program.i) Attendance in annual Treasury Oversight Committee meetingsj) Provision of business continuity services


In the evaluation of proposals, the County will consider breadth, depth, and quality of responses to the requested services as listed above. Proposer may include a tiered approach that details different levels of service pegged to cost levels.

III. TIMELINE

A. SCHEDULE OF EVENTS

County will make every effort to adhere to the following anticipated schedule:

Even

Date1. Issuance of RFP April 20, 2018 2. Pre-Proposal Conference – None Scheduled at this

TimeN/A

3. Deadline to Submit Written Questions April 26, 2018 4. Response to Written Questions/RFP Addendum May 2, 2018 5. Submission of Proposals

May 16, 2018, 3:00 pm PST

6. Proposal Evaluation May 18, 2018 7. Selection of Short List May 24, 2018 8. Conduct Interviews June 7, 2018 9. Selection of Finalist June 11, 2018 10 Final Negotiations June 15, 2018 11. Issue Notice of Intent to Award June 18, 2018 12. Execution of Contract August 28, 2018 13. Commencement of Contract August 28, 2018

B. POINT OF CONTACT

The County has designated a Procurement Lead who is responsible for the conduct of this Procurement whose name, address and telephone number are listed below:

Violeta Sabater, Procurement Lead Finance Agency 70 W. Hedding Street, East Wing 2nd Floor, San Jose, CA 95110 Telephone: (408) 299-5204 Email: [email protected]

Any inquiries or request regarding this procurement should be submitted to the Procurement Lead in writing. Proposers may contact ONLY the Procurement Lead regarding this procurement. Other County employees do not have the authority to respond on behalf of the County.

C. EXPLANATION OF EVENTS

1. ISSUE OF RFPThis RFP is being issued by the Finance Agency, Controller-TreasurerDepartment. Copies of this RFP including supporting documents may be obtainedfrom www.bidsync.com.


http://www.bidsync.com/

2. PRE-PROPOSAL CONFERENCENo pre-proposal conference is scheduled for this RFP. Please submit all questions bythe due date listed in Paragraph A of Section III.

3. DEADLINE TO SUBMIT WRITTEN QUESTIONSPotential Proposers may submit written questions to this RFP until the deadline asindicated in paragraph A of Section III. Written questions may be submitted throughwww.bidsync.com or via email to the Procurement Lead for this RFP.

The Procurement Lead will not respond to questions submitted in any other manner orformat.

4. RESPONSE TO WRITTEN QUESTIONS/RFP ADDENDUMWritten responses to written questions regarding the substance of the RFP will be listedon an addendum to the RFP and posted on the bid management site: www.bidsync.com.Additional written questions must be received by the Procurement Lead no later than two(2) days after the addendum is posted. The County will respond in the same manner.Thereafter, the County does not guarantee that it will respond to questions submittedbefore the RFP closing date and time.

Any material changes to the RFP will be issued as an addendum and posted onwww.bidsync.com.The County reserves the right to post additional addenda until the RFPclosing date and time.

5. SUBMISSION OF PROPOSALS

Proposals must be addressed to and received at the place listed below by the deadlinespecified in this RFP. Both an electronic copy via email and a hard copy arerequired. All received proposals will be time stamped.

Violeta Sabater, Procurement LeadCounty of Santa Clara, Finance Agency70 W. Hedding Street, East Wing, 2nd FloorSan Jose, CA 95110Telephone: (408) 299-5204Email: [email protected]: RFP-CON-FY18-0217, Investment Advisory Services for Commingled Investment Portfolio

Proposals must be sealed and labeled on the outside of the package to clearly indicatethat they are in response to the RFP-CON-FY18-0217 Investment Advisory ServicesSCC Investment Portfolio as referenced on the cover page.

6. PROPOSAL EVALUATIONAn Evaluation Committee will review and evaluate the proposals and make arecommendation as to which Proposer (s) to move to the next round of evaluation.





7. SELECTION OF SHORT LIST

Proposers that demonstrate their capacity, ability and capability to meet the County’srequirements and cost will be determined to be within the competitive range and selectedon the shortlist of Proposers to progress to the next round of evaluation.

8. CONDUCT INTERVIEWS

At the County’s option, those Proposers in the shortlist will be invited to participate inadditional interviews, demonstrations and/or presentations if required.

9. SELECTION OF FINALIST

At County’s option, one of more Proposers may be selected as finalist(s)to enter intonegotiations with the County with an intent to award a contract.

10. FINAL NEGOTIATIONS

One of more Proposers may be selected as finalist(s) to enter into negotiations with theCounty with an intent to award a contract.

11. NOTICE OF INTENT TO AWARDPursuant to the completion of the final negotiations, the Procurement Lead will issue anotice of intent to award a contract and notify all Proposers.

12. SUBMISSION OF CONTRACT FOR EXECUTIONBased on the total value of the agreement, either the Board of Supervisors or theDirector of Procurement will execute the agreement.

13. COMMENCEMENT OF AGREEMENTCommencement of agreement is upon execution by both parties.

IV. PROPOSAL PREPARATION AND SUBMISSION

This section contains requirements and relevant information Proposers should use for thepreparation of their proposals. Proposers should thoroughly respond to each requirement.

1. A brief cover letter with the signature(s) of the company officer(s) empowered to bindthe firm, with the title of each. Proposer’s complete name, business address, email,mailing address, and telephone number of the person the County should contactregarding the proposal.

2. A description of the Proposer’s organization, including names of principals, number ofemployees, longevity, client base, areas of specialization and expertise and any otherpertinent information in such a manner that proposal evaluators may reasonablyformulate an opinion about the stability and financial strength of the organization.

3. A complete disclosure of any prior or ongoing incidents as to which it is alleged that theProposer has defaulted or failed to perform which has led the other party to terminate


the contract. Identify the parties involved and the circumstances of the default or termination.

4. Submission of three (3) different external references from clients, for which theProposer has provided similar services within the five (5) years and who are willing tovalidate the Proposer’s past performance on projects of similar size and scope. Includepublic organization references, if any.

The minimum information that shall be provided for each client reference follows:a. Name and title of the contact person;b. Name of the entity;c. Address of the contact person;d. Telephone number and email address of contact person; ande. Brief description of the services provided.

5. Proposer’s acceptance of the County’s sample agreement/terms and conditions listed inAttachment D. If the Proposer has any additional terms and conditions or objects to theCounty’s terms and conditions in Attachment D, Proposer shall provide those details inwriting during the submission providing a reason for the objection and/or proposedspecific alternate language in Appendix B. The County may reject the alternativelanguage as proposed.

6. A certificate of insurance or a copy of insurance declaration as written evidence of theProposer’s ability to meet the insurance certificate and other applicable insurancerequirements in accordance with the provisions listed in the Attachment B.

7. A statement of the Proposer’s relevant experience.

a. The Proposer should thoroughly describe, in the form of a narrative, its experienceand success in providing the required services.

b. Proposer must demonstrate its experience as an independent investment evaluationadvisor for public agencies in the past five years.

c. Proposer must confirm that it is registered with the Securities and ExchangeCommission (SEC) or the State of California.

d. Proposer must also confirm that it is not a broker or dealer.

8. A narrative statement on Proposer’s overarching strategy to meet the County’s statedobjectives of safety, liquidity and yield.

9. Detailed description of the coverage of the services that Proposer is offering to theCounty. Refer to Section II, fourth paragraph, for the partial list of expected services.

10. Provision of a statement of work detailing among others, tasks, deliverables, milestones,roles and responsibilities, timeline, acceptance criteria et al.

11. Identification of project team members including their respective experience andcredentials.


12. Cost Proposal

Proposers must submit its proposed cost for this project engagement, including paymentschedule. Proposer must detail the cost breakdown by areas of scope, or by deliverables,or by rates for consultant hours per level or other pricing models. Proposer may includea tiered approach that details different levels of service pegged to cost levels. If travelis included as part of the cost proposal, Proposer needs to accept County’s Travel Policy(Attachment C). All chargeable travel and travel related expenses would need to beoutlined as a separate item in the proposal cost.

13. Execution and submission of the following declarations:

a. Non-Collusion Declaration (Appendix A)

b. Declaration of Local Business (Appendix C) – if applicable

c. Declaration of Compliance with Wage Theft Prevention Policy (Appendix D)


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V. EVALUATION CRITERIA

A. FACTOR The evaluation criteria, including the respective assigned points as listed below will be used in the evaluation of written proposals. The expectation is that those proposals in the competitive range may be considered for contract award. The proposal should provide clear, concise information in sufficient detail to allow an evaluation based on the criteria below. A Proposer must be acceptable in all criteria for a contract to be awarded to the Proposer that offers the best value to the County. The factors listed below, including respective assigned points, shall be considered in evaluating proposals. Although some of the elements listed below will be weighted more heavily than others, all factors are considered necessary for evaluation of acceptability. A Proposer must therefore, be acceptable in all areas to be eligible for award of contract to that Proposer whose proposal provides the best value to the County. 1. Project methodology and approach including project team (35 points); 2. Breadth and depth of services offered (30 points); 3. Ability to meet project objectives (20 points); 4. Corporate strength and stability, experience and past references (10 points); 5. Local business preference (5 points) The price proposal will be evaluated subjectively based on the services proposed and overall best value to the County, including an evaluation of how well it matches Proposer’s understanding of the County’s needs described in this solicitation, the Proposer’s assumptions, the value of the proposed services, and whether it is within budgetary range. The pricing evaluation is used as part of the evaluation process to determine the ranking of the Proposer.

B. LOCAL BUSINESS PREFERENCE In accordance with applicable sections of Board Policy, Section 5.6.5.2, in the formal solicitation of goods or services, the County of Santa Clara shall give responsive and responsible Local Businesses the preference described below.

“Local Business” means a lawful business with a physical address and meaningful “production capability” located within the boundary of the County of Santa Clara. The term “production capability” means sales, marketing, manufacturing, servicing, provision of services, or research and development capability that substantially and directly enhances the firm's or bidder's ability to perform the proposed contract. Post Office box numbers, residential addresses, a local sales office without any support and/or a local subcontractor hired by the contractor may not be used as the sole basis for establishing status as a “Local Business.”

In the procurement of goods or services using an Invitation to Bid or another solicitation method in which price is the determining factor for award of the contract, five percent (5%) shall be subtracted from a bid submitted by a responsive and responsible Local Business in determining the lowest responsive responsible bidder. If application of the 5% results in a Local Business bid being lower than the non-local business bid, the contract award shall be


made to the Local Business at the Local Business' original bid price. If after applying the 5% discount, two or more competing vendors have bid the same price, local businesses shall be given preference.

In the procurement of goods or services in which best value is the determining basis for award of the contract - for example, a Request for Proposals - five percent (5%) of the total points awardable will be added to the Local Business score.

When a contract for goods or services, as defined in this policy, is presented to the Board for approval, the accompanying transmittal document shall include a statement as to whether the proposed vendor is a Local Business, and whether the application of the local preference policy was a decisive factor in the award of the proposed contract. The local preference policy may only be applied based on the entity submitting a bid or proposal and not a subcontractor or business partner.

This Local Business preference shall not apply to the following:

a. Public works contracts; b. Where such a preference is precluded by local, state or federal law or regulation; c. Contracts funded in whole or in part by a donation or gift to the County where the

special conditions attached to the donation or gift prohibits or conflicts with this preference policy. The donation or gift must be approved or accepted by the Board in accordance with County policy; or

d. Contracts exempt from solicitation requirements under an emergency condition in accordance with Board policy, state law and/or the County of Santa Clara Ordinance Code.”

In order to be considered for Local Preference, Proposer must complete and submit Declaration of Local Business with its RFP response. C. WAGE THEFT PREVENTION POLICY The County of Santa Clara does not tolerate wage theft. Accordingly, Santa Clara County Board of Supervisors’ Policy Manual, Section 5.5.5.4, includes the following:

Wage Theft Prevention It is the policy of the County that all parties contracting with the County must comply with all applicable federal, state, and local wage and hour laws, including, but not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and any Minimum Wage Ordinance enacted by the County or any city within the County of Santa Clara. A potential contractor that has submitted a formal or informal bid to provide goods and/or services to the County may be disqualified if the potential contractor has been found, by a court or by final administrative action of an investigatory government agency, to have violated applicable wage and hour laws in the five years prior to the submission of a bid to provide goods and/or services. A current contractor found by a court or by final administrative action of an investigatory government agency to have violated applicable wage and hour laws, in the five years prior to or during the term of the contract with the County, may be in material breach of its contract with the County if the violation is not fully disclosed and/or satisfied per County guidelines and contract requirements. Such breach may serve as a basis for


contract termination and/or any other remedies available under law, including a stipulated remediation plan. Proposers are subject to the Wage Theft Prevention policy.

VI. RESPONSE FORMAT AND ORGANIZATION

A. NUMBER OF RESPONSES Proposers must submit only one written proposal but may include more than one option or alternative offer of service in the proposal. A Proposer may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. The County personnel will not merge, collate, or assemble proposal materials.

Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The Proposer must submit a written withdrawal request signed by the Proposer’s duly authorized representative addressed to the Point of Contact

B. ORIGINAL AND COPIES a. Hardcopies

Proposers must provide one (1) original and five (5) copies of their proposal to the location specified on or before the closing date and time for receipt of proposals. The original binder/submittal must be stamped “ORIGINAL” and contain original signatures on the necessary forms.

b. Electronic Copy

Electronic copy of the proposal is for the purpose of developing the contract for award. Proposers shall provide one (1) electronic copy of their proposal in a flash drive format, readable by Microsoft Office 2003 or higher software.

C. PROPOSAL FORMAT All proposals shall be typewritten on standard 8 ½ x 11 paper (larger paper is permissible for charts, spreadsheets, etc.). Within each section of the proposal, Proposer should address the requirements in order in which they appear in Section IV of this RFP.


APPENDIX A NON-COLLUSION

DECLARATION I, , am the _____________________

(Print Name) (Position/Title)

of , (Name of Company)

the party making the foregoing proposal that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham bid; and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the Proposer has not in any manner directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the bid price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct:

COMPANY NAME:

AUTHORIZED SIGNATURE:

PRINT NAME:

DATE:


Non-Collusion Declaration

APPENDIX B

PROPOSER’S TERMS AND CONDITIONS Below, please initial next to the appropriate statement. Failure to initial shall default to the first response, acceptance of the County’s terms and conditions as is.

Proposer accepts the County’s terms and conditions listed in Attachment D as is.

Proposer accepts the County’s terms and conditions listed in Attachment D (Sample Agreement) and proposes additional terms and conditions here in Appendix B below. Proposer shall provide specific proposed wording and a brief discussion of the purpose and impact, if any, and include any applicable agreement, such as license, service level, maintenance, etc.

Proposer objects to the County’s terms and conditions listed in Attachment D and has indicated the reason for objection and/or proposed specific alternative language here in Appendix B below. The County may or may not accept the alternative language. General references to the Proposer’s terms and conditions or attempts at complete substitutions are not acceptable to the County and the County may disqualify the response in its entirety.


Proposer's Terms and Conditions

APPENDIX C

DECLARATION OF LOCAL BUSINESS Santa Clara County gives local businesses a preference in formal solicitations of goods and services as set forth in the Board Policy, Section 5.6.5.2. A bidder or offeror has the option of qualifying for the preference by self-declaring its qualification as a “local business.” By signing below, the bidder or offeror is certifying its qualification as a “local business” for purposes of application of Santa Clara County’s policy and is deemed to be applying for the local preference. All information submitted is subject to investigation, as well as to disclosure to third parties under the California Public Records Act. Incomplete, unclear, or incomprehensible responses to the following will result in the bid or proposal not being considered for application of Santa Clara County’s local preference policy. False or dishonest responses will result in rejection of the bid or proposal and curtail the firm or individual’s ability to conduct business with the County in the future. It may also result in legal action. Provide the complete physical address of your business with meaningful “production capability” located within the boundary of the County of Santa Clara. The term “production capability” means sales, marketing, manufacturing, servicing, or research and development capability that substantially and directly enhances the firm’s/bidder’s/offeror’s ability to perform the proposed contract. Post Office box numbers, residential addresses, a local sales office without any support and/or a local subcontractor hired by the contractor may not be used as the sole basis for establishing status as a “Local Business.” If you have more than one physical address in Santa Clara County, please provide an attachment with all of the addresses in the form specified below.

Please Indicate Business Organization (Check One) Individual Proprietorship Corporation Partnership Other By filling this form, bidder/offeror declares its qualification as a local business as defined in County of Santa Clara Board Policy, Section 5.6.5.2. The undersigned declares that he or she is an official/agent of responding firm or individual and is empowered to represent, bind, and execute contracts on behalf of the firm or individual.

Business Name:______________________________________________________________________ Street:______________________________________________________________________ City/State:______________________________________ Zip:____________________


Declaration of Local Business

APPENDIX D

DECLARATION OF COMPLIANCE WITH WAGE THEFT PREVENTION POLICY

The County of Santa Clara does not tolerate wage theft. Accordingly, Santa Clara County Board of Supervisors’ Policy Manual, Section 5.5.5.4, includes the following:

Wage Theft Prevention It is the policy of the County that all parties contracting with the County must comply with all applicable federal, state, and local wage and hour laws, including, but not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and any Minimum Wage Ordinance enacted by the County or any city within the County of Santa Clara. A potential contractor that has submitted a formal or informal bid to provide goods and/or services to the County may be disqualified if the potential contractor has been found, by a court or by final administrative action of an investigatory government agency, to have violated applicable wage and hour laws in the five years prior to the submission of a bid to provide goods and/or services. A current contractor found by a court or by final administrative action of an investigatory government agency to have violated applicable wage and hour laws, in the five years prior to or during the term of the contract with the County, may be in material breach of its contract with the County if the violation is not fully disclosed and/or satisfied per County guidelines and contract requirements. Such breach may serve as a basis for contract termination and/or any other remedies available under law, including a stipulated remediation plan.

Please complete the certification below. Offeror has no violations to disclose pursuant to Board Policy Manual § 5.5.5.4. Offeror has been found by a court or final administrative action of an investigatory government

agency to have violated federal, state, or local wage and hour laws within the last five (5) years. Offeror has included in the proposal response the following for each violation: (1) a copy of the court

order and judgment and/or final administrative decision; and (2) documents demonstrating either that the order/judgment has been satisfied, or, if the order/judgment has not been fully satisfied, a written and signed description of offeror’s efforts to date to satisfy the order/judgment.

The undersigned declares that he or she is an official/agent of responding firm or individual and is empowered to represent, bind, and execute contracts on behalf of the firm or individual. The undersigned declares under penalty of perjury, under the laws of the State of California, that all statements in this Exhibit and response are true and correct, with full knowledge that all statements are subject to investigation and that any incomplete, unclear, false or dishonest response may be grounds for denial or revocation of the accompanying bid or proposal and may result in being barred from doing business with Santa Clara County as well as additional legal consequences. ________________________________________ ___________________________________ Signature Title ________________________________________ ____________________________________ Printed Name Date ________________________________________ ____________________________________


Declaration of Compliance with Wage Theft Prevention Policy

ATTACHMENT A

CONDITIONS GOVERNING THE PROCUREMENT

The County of Santa Clara highly encourages and permits the use of the resultant contract by other political subdivisions, municipalities, tax supported agencies and non-profit entities in the United States. Such participating agencies shall make purchases in their own name, make payments directly to the Contractor and shall be liable directly to Contractor holding the County of Santa Clara harmless.

This Attachment contains the conditions governing the Request for Proposal Process. Proposers are required to adhere to these conditions.

1. INCURRING COST This RFP does not commit the County to award, nor does it commit the County to pay any cost incurred in the submission of the proposal, or in making necessary studies or designs for the preparation thereof, nor procure or contract for services or supplies. Further, no reimbursable cost may be incurred in anticipation of a contract award.

2. CLAIMS AGAINST THE COUNTY OF SANTA CLARA

Neither your organization nor any of your representatives shall have any claims whatsoever against the County or any of its respective officials, agents, or employees arising out of or relating to this RFP or these RFP procedures, except as set forth in the terms of a definitive agreement between the County and your organization.

3. BASIS FOR PROPOSAL Only information supplied by the County in writing by the Procurement Lead in connection with this RFP should be used as the basis for the preparation of Proposer’s proposal.

4. LATE RESPONSES

In order for a proposal to be considered, the proposal must be received in person or via courier or mail to the place specified above no later than the RFP due date and time.

5. NO PUBLIC PROPOSAL OPENING

There will be no public opening for this RFP.

6. CALIFORNIA PUBLIC RECORDS ACT (CPRA) All proposals become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Proposer proprietary information is contained in documents submitted to County, and Proposer claims that such information falls within one or more CPRA exemptions, Proposer must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Proposer prior to such disclosure. If


Conditions Governing the Procurement

Proposer contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County’s deadline for responding to the CPRA request. If Proposer fails to obtain such remedy within County’s deadline for responding to the CPRA request, County may disclose the requested information. Proposer further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Proposer.

7. CONFIDENTIALITY

All data and information obtained from the County of Santa Clara by the Proposers and its agents in this RFP process, including reports, recommendations, specifications and data, shall be treated by the Proposer and its agents as confidential. The Proposers and its agents shall not disclose or communicate this information to a third party or use it in advertising, publicity, propaganda, or in another job or jobs, unless written consent is obtained from the County. Generally, each proposal and all documentation, including financial information, submitted by a Proposer to the County is confidential until a contract award recommendation is signed by the issuing County Department, when such documents become public record under state and local law, unless exempted under CPRA.

8. ELECTRONIC MAIL ADDRESS

Most of the communication regarding this procurement will be conducted by electronic mail (e-mail). Potential Proposers agree to provide the Procurement Lead with a valid email address to receive this correspondence.

9. USE OF ELECTRONIC VERSIONS OF THE RFP This RFP is being made available by electronic means. If accepted by such means, the Proposer acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Proposer’s possession and the version maintained by the Issuing Department the version maintained by the Issuing Department must govern.

10. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS In submitting a response to a solicitation issued by the County, the responding person and/or entity offers and agrees that if the response is accepted, it will assign to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the responding person and/or entity for sale to the County pursuant to the solicitation document. Such assignment shall be made and become effective at the time the County tenders final payment to the responding person and/or entity.



11. COUNTY RIGHTS The County reserves the right to do any of the following at any time:

A. Reject any or all proposal(s), without indicating any reason for such rejection; B. Waive or correct any minor or inadvertent defect, irregularity or technical error in a

proposal or the RFP process, or as part of any subsequent contract negotiation; C. Request that Proposers supplement or modify all or certain aspects of their proposals or

other documents or materials submitted; D. Terminate the RFP, and at its option, issue a new RFP; E. Procure any equipment or services specified in this RFP by other means; F. Modify the selection process, the specifications or requirements for materials or

services, or the contents or format of the proposals; G. Extend a deadline specified in this RFP, including deadlines for accepting proposals; H. Negotiate with any or none of the Proposers; I. Modify in the final agreement any terms and/or conditions described in this RFP; J. Terminate failed negotiations with a Proposer without liability, and negotiate with other

Proposers; K. Disqualify any Proposer on the basis of a real or apparent conflict of interest, or evidence

of collusion that is disclosed by the proposal or other data available to the County; L. Eliminate, reject or disqualify a proposal of any Proposer who is not a responsible

Proposer or fails to submit a responsive offer as determined solely by the County; and/or M. Accept all or a portion of a Proposer’s proposal.

12. PROTEST PROCEDURES

The Procurement Lead will send an email to all proposers informing each of the proposal(s) that was/were selected and/or deemed to be a finalist. A proposer whose proposal was not selected or not deemed to be a finalist may file a written protest within five (5) business days of issuance of the email. A. Filing a Protest The protest of an award must be in writing. The following must be written on the cover of the protest: “Protest Relating to RFP-CON-FY18-0217.” The written protest and all supporting documentation must be emailed, hand-delivered or otherwise sent to the designated Procurement Lead so that it is received no later than 5 p.m. of the fifth business day after the email notifying proposers of the County’s selection. Any protests not received by the deadline or sent to any person other than the designated Procurement Lead may be rejected or dismissed by the County at the County’s sole discretion. A business day shall be defined as Monday through Friday 8:00 a.m. to 5:00 p.m. except for County holidays. B. Contents of Protest The written protest must contain the following information: (1) the name, street address, electronic mail address, and telephone and facsimile number of the protester; (2) signature of the protester or its representative; (3) clearly state the grounds for the protest as set forth below and the evidence and/or credible allegations supporting each ground; (4) copies of



any relevant documents; and (5) the form of relief requested. Protests should be concise and logically arranged. The protester may not present any additional grounds or arguments for protest after submission unless requested by the County. All protest documents are considered a public record.

C. Grounds for Protest Protests may only be based on one or more of the following grounds, and must be supported by evidence and/or credible allegations that the award recommendation is based on arbitrary and/or capricious actions, as follows:

a. The protester believes there was an error made by County officials or evaluation team members. A difference of opinion regarding the scoring or points to be awarded to a proposal in any or all categories does not constitute an error for protest purposes.

b. The protestor believes there was misconduct or impropriety by County officials or evaluation team members.

c. The protester believes there was abuse of discretion or process by County officials or evaluation team members.

D. Protest Resolution Process

a. Informal Review and Resolution by Department The Director of the issuing department will review a timely protest and attempt to informally resolve it. The Director or designee may use all available resources and information, including soliciting information from, and revealing information to, other entities or sources in its attempt to informally resolve the protest. If this attempt at informal resolution is unsuccessful, this shall be communicated to the protester. The protestor may, within two business days, request that the protest be forwarded to an independent review officer (IRO). Upon receiving such a request, the County shall forward the protest to the IRO, notify the protester, and provide the IRO’s contact information to the protestor.

b. Formal Review by IRO The IRO shall conduct an independent review of the protest to determine whether the grounds for the protest have merit. The IRO may use all available resources and information, including soliciting information from, and revealing information to, other entities in its attempt to resolve the protest. The IRO may also contact the protester or Agency/Department, or conduct a hearing as needed or if required by law.

E. IRO Decision The IRO will issue a written decision to the protester and the Department within 20 business days of receiving a protest. However, the time for decision may be extended by the IRO. The decision of the IRO may be appealed to the County Executive Officer by either the protestor or the county official responsible for the procurement of the goods and/or services within two (2) business days of the issuance of the decision. The County



Executive’s decision regarding the protest shall be binding upon the parties unless otherwise provided by state law.

F. Remedies The remedies available pursuant to these procedures may include, but are not limited to, the reevaluation of proposals by the same or a new evaluation committee or the cancellation of a solicitation. However, no remedy may require the County to execute a contract with any entity, which authority is solely reserved for the Board of Supervisors or an official with appropriate delegated authority.



ATTACHMENT B

EXHIBIT B-3 (revised) Rev. 09/2016

INSURANCE REQUIREMENTS FOR

PROFESSIONAL SERVICES CONTRACTS (e.g. Medical, Legal, Financial services, etc.)

Indemnity The Contractor shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest. Insurance Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage

Prior to commencement of this Agreement, the Contractor shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor.

B. Qualifying Insurers

All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager.


Exhibit B-3 Insurance Requirements

C. Notice of Cancellation

All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.

D. Insurance Required

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:

a. Each occurrence - $1,000,000 b. General aggregate - $2,000,000 c. Personal Injury - $1,000,000

2. General liability coverage shall include:

a. Premises and Operations

b. Personal Injury liability

c. Severability of interest

3. General liability coverage shall include the following endorsement, a copy of which shall

be provided to the County:

Additional Insured Endorsement, which shall read: “County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”

Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the contractor shall be notified by the contracting department of these requirements.

4. Automobile Liability Insurance



For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to owned, non-owned and hired vehicles.

4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or

subcontractors will operate aircraft or watercraft in the scope of the Agreement). For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned non-owned and hired aircraft/watercraft.

5. Workers' Compensation and Employer's Liability Insurance

a. Statutory California Workers' Compensation coverage including broad form all-states coverage.

b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per

occurrence.

6. Professional Errors and Omissions Liability Insurance

a. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per occurrence/aggregate.

b. If coverage contains a deductible or self-retention, it shall not be greater than fifty thousand dollars ($50,000) per occurrence/event.

c. Coverage as required herein shall be maintained for a minimum of two years following

termination or completion of this Agreement.

7. Claims Made Coverage

If coverage is written on a claims made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that:

a. Policy retroactive date coincides with or precedes the Contractor's start of work

(including subsequent policies purchased as renewals or replacements). b. Policy allows for reporting of circumstances or incidents that might give rise to future

claims. E. Special Provisions

The following provisions shall apply to this Agreement:

1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify



the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions concerning indemnification.

2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Contractor’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.

3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies.

4. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above.

F. Fidelity Bonds (Required only if contractor will be receiving advanced funds or payments)

Before receiving compensation under this Agreement, Contractor will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Contractor will notify County immediately, and County may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County.



COUNTY OF SANTA CLARA TRAVEL POLICY

Effective May 1, 2018

ATTACHMENT C


County Travel Policy

County of Santa Clara Travel Policy Effective May 1, 2018

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COUNTY OF SANTA CLARA TRAVEL POLICY

GUIDE TO CONTENTS

Subject Title Page Number

COUNTY TRAVEL POLICY – QUICK REFERENCE GUIDE ................................. 3

SCOPE OF THIS POLICY .............................................................................................. 5 Policies, Guidelines, and Procedures: .......................................................................... 5 Affected Parties: ........................................................................................................... 5

PURPOSE, OBJECTIVES AND PRINCIPLES ........................................................... 6 Purpose ......................................................................................................................... 6 Objectives ..................................................................................................................... 6 Guiding Principles ........................................................................................................ 6 Occasions for Travel ..................................................................................................... 6 Possible Conflict with Labor Agreements or Laws ...................................................... 7 Prudent Judgment and Common Sense ...................................................................... 7 Itemized Receipts ......................................................................................................... 7

TRAVEL PLANNING AND ARRANGEMENTS ........................................................ 8 Consider All Costs ........................................................................................................ 8 Minimizing Time Spent Away ...................................................................................... 8 Booking Reservations ................................................................................................... 8 Booking Methods.......................................................................................................... 8 Cancellations ................................................................................................................ 8

TRAVEL AUTHORIZATION ......................................................................................... 9 Travel Authorization Form Approval ........................................................................... 9 Final Approval ............................................................................................................ 10 Trip Expense Voucher ................................................................................................ 10 Documentation Requirement .................................................................................... 10

TRAVEL EXCEPTIONS ................................................................................................. 11 Examples of when the Travel Exceptions Form is required ....................................... 11 Approval of Exception ................................................................................................ 12

TRAVEL ADVANCES .................................................................................................... 13 Travel Advances Guidelines ....................................................................................... 13 Settling Advances ....................................................................................................... 13

TRANSPORTATION ..................................................................................................... 14 General Guidelines ..................................................................................................... 14 Transportation by Air ................................................................................................. 14

Air Travel Rules .................................................................................................... 14 Transportation by Car ................................................................................................ 14

General Guidelines - Driver’s Permit/License ..................................................... 14 Transportation – Car Rental ................................................................................ 15




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Car Rental Guidelines ........................................................................................... 15 Transportation – Personal Car ............................................................................. 15 Personal Car Guidelines ....................................................................................... 15 Allowable Mileage Reimbursement for County Business Travel ......................... 16 Mileage/Reimbursement Rate ............................................................................. 16 Airfare Equivalent (AFE) Reimbursements .......................................................... 17 Transportation – County Car ................................................................................ 17

Transportation – Other Ground Transport ................................................................ 17 Non-Air Travel ....................................................................................................... 17 Ground Transportation at the Travel Destination ................................................ 17 Taxi Service ............................................................................................................ 17

LODGING ........................................................................................................................ 18 Lodging Guidelines..................................................................................................... 18 Lodging Reimbursement Rate ................................................................................... 18 Neighbor Counties ...................................................................................................... 18 Miscellaneous Lodging Rules ..................................................................................... 18

MEALS ............................................................................................................................. 19 Travel Meals ............................................................................................................... 19 Meal Reimbursement Rates ....................................................................................... 19 Meals Provided as a Part of the Program ................................................................... 19 Alcoholic Beverages .................................................................................................... 20 Meals at Protocol Events ............................................................................................ 20 Same Day Travel ......................................................................................................... 20 Per Diem Rate Sources ............................................................................................... 21

INCIDENTAL AND OTHER ALLOWABLE EXPENSES ....................................... 22

NON-REIMBURSABLE EXPENSES ......................................................................... 23




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COUNTY TRAVEL POLICY – QUICK REFERENCE GUIDE

Introduction

This is a quick reference guide to travel policies and procedures contained in the County’s Travel Policy. It is NOT meant to provide comprehensive information.

Guiding Principles

All expenses incurred while on County business should be reasonable and a prudent use of public funds. Travelers shall choose the most efficient, direct and economical travel options required by the occasion.

Travel Authorization

Any person traveling on County business and seeking reimbursement from the County, must obtain travel authorization prior to the travel. Formal written request for travel reimbursement is made on a Travel Authorization form. This form must be completed if one or more of the following are incurred: airfare, lodging, meals, car rental for overnight trip, or an advance.

Within 30 calendar days of return from a County trip, travelers must submit travel documents to their departments to allow a final accounting on a Trip Expense Voucher.

Travel Advance

Travel advances will be limited to 85% of the total estimated travel cost with a minimum amount of $100.00. Employees with a P-card or who have an outstanding advance balance are not eligible for a travel advance.

Reimbursable Travel Costs

Transportation Costs Air travel reservations are made through a County-approved travel agency. Contact your Departmental Travel Coordinator

for travel arrangement assistance.

A car rental is allowable if it is the least expensive ground transportation option. A written justification for such rental is required on the Travel Authorization form, and any reimbursement must be supported by an itemized car rental receipt.

Travelers who use a private auto for traveling on County business will be reimbursed for personal car mileage which exceeds the normal home-to-work mileage. When traveling to a destination with scheduled airline service, the mileage payment may not exceed the equivalent coach class airfare plus transportation to local airport and other transportation related costs at destination (such as ground transportation and hotel vehicle parking charges).

For any other ground transportation options, the most economical and appropriate form of available transportation that meets the traveler’s needs should be selected.

Lodging Costs The maximum reimbursement for lodging will be 165% of the federal per diem rate allowed for the location of the overnight stay. An exception is if the traveler stays in a lodging location where a conference, training, or meeting is held, then 300% of the per diem rate is allowed. The reimbursement rate includes room, resort fee, and transient occupancy tax.

A valid, itemized receipt must accompany the lodging reimbursement claim.

Meal Costs Travel meals will be reimbursed at the federal per diem rate allowed for the location of the travel and receipts are not

required. Itemized receipts are required for members of the Board of Supervisors and appointed commissions and committees per State law.

Federal Per Diem Rate For Travel within the Continental United States, use rate listed on http://www.gsa.gov/ * Use County Code(www.naco.org) search when the city is not listed and to identify if the city is in a high cost county * If neither city nor county islisted, use CONUS standard lodging/meal rate

Travel Exceptions

Exceptions to specific provisions of County travel policy may be authorized by the Finance Agency Director or Controller-Treasurer on a case-by-case basis, and only when there is adequate written justification and documentation and the travel is within the intent of the overall travel policy.

Allowable exceptions are confined to the following conditions: * To serve the business interest ofthe County * To avoid a severe hardship orinconvenience * To observe an established orexpected protocol at a specified event * To respond to an emergencysituation

Examples of when the Travel Exceptions Form are required prior to travel * Attendance of more than policy-specified number of employees from the same budget unit to seminar/workshop. * Lodging costs within fourneighboring counties.

Incidental and Other Reimbursable Expenses

Reasonable and necessary costs for other travel expenses will be reimbursed when supported by




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itemized receipts (if more than $10) or other appropriate documentation.

Incidental expenses incurred for fees and tips given to porters, baggage carriers, and hotel staff will be reimbursed up to GSA limit (currently at $5 per day).

Non-reimbursable Expenses include

* Parking and traffic violations* Mileage for County vehicles

* Mileage for commute to work* Mileage within Santa ClaraCounty for Board of Supervisors and management persons who receive a vehicle allowance * Emergency repairs for non-County vehicles * Car rental insurance for travelin United States and Fuel Service Option * Tips exceeding Countyallowances * Refreshments, snacks, alcoholicbeverages * Personal travel expenses

* Medicinal remedies, healthsupplies, cosmetics * Personal entertainment, e.g. in-room movies * Childcare fees; kennel/boardingfees * Short term airport parkingexceeding long term rate * Incident expenses that are to beof a personal nature, extravagant, or might be considered to be unreasonable or unnecessary




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SCOPE OF THIS POLICY Policies, Guidelines, and Procedures: This policy provides guidelines and establishes procedures for employees and others incurring authorized business travel expenses on the County’s behalf. Travel request circumstances not covered in this policy shall be treated as exceptions pursuant to the Travel Exceptions section of this policy with reimbursements subject to Finance Agency Director or Controller-Treasurer approval. Affected Parties: The policies, guidelines and procedures contained herein apply to all employees and officers of the County of Santa Clara whether appointed or elected, members of boards, commissions, committees and task forces advisory to the Board of Supervisors, County volunteers, as well as non-employees traveling on County business. Agencies or departments may adopt more restrictive procedures, if desired. The County is in the process of developing a separate policy for approval by the Board relating to travel for contractors and professional consultants. This policy will continue to apply to contractors and professional consultants in the interim, unless otherwise provided in their contracts. For the remainder of this document, County business travelers will be referred to as “travelers” or “employees,” unless otherwise noted.




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PURPOSE, OBJECTIVES AND PRINCIPLES Purpose The County of Santa Clara Ordinance Code, Division A31, authorizes travel for business purposes, on the County’s behalf. The ordinance allows advances and reimbursement for actual and necessary expenses incurred by County employees and others for business travel and related expenses. The ordinance also states that specific policies, procedures and guidelines are provided in this Travel Policy. The County Ordinance on travel can be found in Appendix A. Objectives The objectives of the County’s travel policy and procedures documents are as follows:

1. To support travel costs incurred on behalf of the County for the purpose of conducting County business;

2. To establish uniform criteria and approval authority for advances and reimbursement of travel expenses for County business travelers;

3. To provide County business travelers with a reasonable level of service and comfort at reasonable cost; and

4. To avoid the improper use of County funds for travel that does not benefit the County.

Guiding Principles Travel on behalf of the County may be approved only when the purpose results in a benefit to the County. All expenses incurred while traveling on County business should be a reasonable and prudent use of public funds. Travelers should choose the most efficient, direct and economical travel options required for the occasion and any individual who chooses a different route, without adequate justification, must assume any additional expense incurred. If for traveler’s personal convenience, there is interruption or deviation from the direct route, the travel cost cannot exceed that which would have been incurred on uninterrupted travel. Travel is authorized for the minimum number of persons necessary to carry out the business purpose of the travel, and only for those whose job tasks are directly related to the purpose of the travel. Occasions for Travel Examples include the following types of occasions when the County traveler is required to travel out of the County to:

1. Attend a convention, seminar, meeting, school, or training; 2. Make professional presentations as a County employee or official; 3. Interview persons; inspect programs, facilities or institutions; conduct surveys;

exchange professional information; 4. Work at a project location sufficiently distant from the main or regular place of

work to require overnight lodging;




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5. Work long hours away from the main or regular place of work where daily travel is impractical;

6. Transport equipment to and from distant points for repair or maintenance; 7. Transport prisoners and/or clients; attend legal proceedings or hearings; 8. Participate in formal activities, including hosting of persons who, for protocol

reasons, merit appropriate courtesies and hospitality. Possible Conflict with Labor Agreements or Laws These policies apply to all travelers on County business unless they are in conflict with specific provisions of existing labor agreements or with specific provisions of state or federal law. In such cases, the provisions of those agreements or laws shall prevail for the employees covered under those agreements or laws. Prudent Judgment and Common Sense While this manual tries to provide specific guidelines for most circumstances that might be encountered while traveling on County business, it cannot anticipate all possible circumstances. When such circumstances occur, travelers must use prudent fiscal judgment and common sense in the expenditure of public funds. Itemized Receipts The policy requires travelers to submit itemized receipts in certain situations (airfare, rental car, lodging, etc.) to receive reimbursement. If itemized receipts are not provided, then reimbursement for the applicable cost will not be allowed. Personal Credit Card Use Travelers may use their personal credit cards to pay for travel costs related to County business; however, they should not use such cards to pay travel costs for other employees. If this is done on an ongoing basis, the Controller-Treasurer Department reserves the right to deny reimbursement of such costs.




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TRAVEL PLANNING AND ARRANGEMENTS Consider All Costs In choosing the most efficient, direct, and economical mode of transportation, the traveler shall take into account total costs including airfare cost, ground transportation availability and cost, alternate airport options, departure and travel times and their impact on work time, expediency, daily expenses, and similar measures of reasonable travel conditions. Minimizing Time Spent Away Travelers should schedule their trip so that they leave at the latest reasonable time and still arrive at their destination on time. They should also return promptly as soon as their business is finished, thereby minimizing both the time away from work and corresponding expenses. Booking Reservations Reservations should be made as early as possible to take advantage of available discounts. Booking Methods The County’s travel agency should be used to purchase the air tickets to take advantage of the complimentary travel insurance coverage and facilitate the central billing and payment process. However, other options are allowed if they offer a comparable costs. When making direct reservations, it is especially important to be sure that expenditures will be a “reasonable and prudent use of public funds.” Usually pre-arranged accommodations (e.g., for a conference) provide very reasonable cost choices, and direct booking is easy and efficient, requiring no special justifications. Cancellations When travel arrangements must be cancelled, the traveler or the department travel coordinator, if any, is responsible for handling the cancellation and for documenting the cancellation number to avoid possible billing disputes later.




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TRAVEL AUTHORIZATION Any person traveling on County business and seeking reimbursement from the County, must obtain travel authorization prior to the travel. This authorization should be obtained as early as possible and always prior to the date of travel. Agencies/departments should establish how employees obtain travel authorization. Formal written request for travel reimbursement is made on a Travel Authorization form. The Travel Authorization form and travel payment request (per Trip Expense Voucher) must be completed if one or more of the following costs are incurred: airfare, lodging, meals, car rental for overnight trip, or an advance. If other travel related costs are incurred, such as mileage for personal vehicle, parking, registration, or toll fare, they can be reimbursed to the traveler per Direct Pay Code or employee reimbursement, and a Travel Authorization form and Trip Expense Voucher are not required. The Travel Authorization number is assigned by the department for each trip at the time the Travel Authorization form is submitted; the number sequence is as follows: ###-####- TA######. The first set of numbers represents the budget unit, the second set of numbers represents the cost center, and the third set is assigned by departments, beginning with “TA”. The original Travel Authorization form should always go to the Controller-Treasurer Department – Claims Unit with the first payment request, with copies attached to each payment request afterward. Controller-Treasurer will hold the original Travel Authorization form in an open file until the trip is completed. Travel Authorization Form Approval Approval of the Travel Authorization form for travel within the Continental United States (Lower 48 states) will be as follows:

PARTY SEEKING APPROVAL APPROVER

Agency/Department staff or affiliated non-employees

Agency/Department head or designee

Agency/Department heads who report directly to the County Executive, Chief Operating Officer, or Deputy County Executive

County Executive, Chief Operating Officer, or Deputy County Executive

Department heads who do not report to the County Executive

Agency head

Board Appointees (County Executive, Clerk of the Board, County Counsel, Director of Child Support Services, Public Defender, and Chief of Correction)

Approve their own, but must submit written notice to the Board of Supervisors

Board of Supervisor staff Board member

Any member of the Board of Supervisors or a County board, commission, or task force advisory to the Board

Board of Supervisors




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For international travel, and travel to Hawaii, Alaska, or any US territory, the County Executive’s or designee’s approval is required in addition to the approvals shown above. For Board members and staff and Board appointees, the President of the Board must approve as well. The Sheriff and District Attorney are allowed to approve all travel related to extraditions and trials in Hawaii and Alaska. Final Approval The Finance Agency Director or Controller-Treasurer have final approval as to the appropriateness and reasonableness of all reimbursement requests and whether reimbursements shall be made to the traveler. Trip Expense Voucher Within 30 calendar days of return from a County business trip or official function, travelers must submit their travel documents to their departments to be eligible for any reimbursement. Departments will complete and submit a final accounting of all travel expenses on a Trip Expense Voucher to the Controller-Treasurer Department for reimbursement within 90 calendar days of return from a County business trip or official function. Documentation Requirement For each travel occasion, documentation must include a Travel Authorization form, a Trip Expense Voucher, and pertinent supporting documentation for the final accounting. This documentation should include the following:

P-Card statement or P-Card activity report for any P-Card transaction; Invoice and trip itinerary from vendor or travel agent, if applicable; Documentation of the cost of airfare or use of a public carrier; Car rental – original car rental receipt showing the dates and number of days,

mileage driven, and type of vehicle rented (the credit card receipt alone is insufficient); copy of request justification for using rental car if it was not stated in the approved travel authorization; written explanation of any unusually high mileage;

Event brochure or agenda for conference, training, special event, including supplemental pages (if any) that have meal and price information;

Itemized hotel bill or statement, even if vendor was paid directly or on an estimated basis;

Receipts for travel expenses greater than $10; Documents showing destination and actual mileage driven for personal

vehicle mileage claims; SAP Journal Entry Number of deposit that shows excess advance funds were

returned to the County; A written explanation if reporting any travel cost which may appear to be

unusually high, questionable, or when exceptions have been authorized; Approved Travel Exceptions Form(s), if applicable (see below for detail).




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TRAVEL EXCEPTIONS Occasionally there may be exceptions to these policies and guidelines that are reasonable and necessary. Such exceptions should be confined to the following conditions:

1. To serve the business interest of the County; 2. To avoid a severe hardship or inconvenience; 3. To observe an established or expected protocol at a specified event; or 4. To respond to an emergency situation.

The exceptions described below should be clearly explained and documented on a Travel Exceptions Form and should be submitted for approval at the earliest opportunity before travel occurs. Examples of when the Travel Exceptions Form is required before travel

1. Attendance of more than policy-specified number of employees from the same budget unit to seminar/workshop. No more than five employees from the same budget unit (seven employees from the two budget units that have over 2,000 employee counts – Social Service Agency (BU 501) and Valley Medical Center (BU 921)) should be allowed to attend the same seminar or workshop, unless individual attendance is required for certification purposes. Attending employees can give a presentation or report to other employees after returning from the workshop or seminar. If there are specific reasons that the department head approves attendance of more than five (or seven for SSA or VMC), employees from the same budget unit for a seminar or workshop which is not for certification purposes, the additional costs and the justification notes will be documented on the Travel Exceptions Form and the additional costs will be reported to the Finance and Government Operations Committee annually.

2. Lodging costs within Santa Clara, San Benito, Santa Cruz, or San Mateo counties. The above situations require approval from the parties listed in the table below and concurrence from the Finance Agency Director or Controller-Treasurer (or Chief Operating Officer for Finance Agency exceptions) prior to the travel. Any other exceptions from these policies and guidelines should be explained on the Travel Authorization form or Trip Expense Voucher, and do not require completion of Travel Exception Form.




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Approval of Exception Requests for an exception to the Travel Policy must be reviewed and approved on a case-by-case basis at the supervisory and department levels by the following parties before submitting for final approval:

EXCEPTION APPROVAL FOR EXCEPTION APPROVER

Board Members President, Board of Supervisors

Board President Vice President, Board of Supervisors

Agency/Department Employees, Board Staff,Affiliated Non-Employees

Agency/Department Head, Board of Supervisor Member

Agency/Dept. Heads (County Executive Direct Reports) Elected Officials; Commissions, boards, committees, and task forces advisory to the Boards of Supervisors

County Executive, Chief Operating Officer, or Deputy County Executive

Under no circumstances may any County official or employee approve his/her own exception request. All exceptions approved as reflected in the table above require a written concurrence from the Finance Agency Director or Controller-Treasurer, in accordance with the established Exception Principles, stated above. Travel exception requests for an employee or affiliated non-employee of the Finance Agency shall be submitted to the Chief Operating Officer for concurrence.




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TRAVEL ADVANCES Travel Advances Guidelines Travel advances are allowed when the traveler does not have a P-Card. The Trip Expense Voucher is used for requesting advances (as well as for documenting the final travel expense report). Whenever a County traveler requires an advance of funds for travel expenses, a written, approved request for an advance will be submitted to the Controller-Treasurer Department Claims Unit on the Trip Expense Voucher, accompanied by a copy of the signed Travel Authorization. To ensure timely preparation of the advance payment, travelers should submit their requests to the Controller-Treasurer within 30 calendar days before the trip date. Costs prepaid by the County, including airfare, registration, hotel, mileage (as airfare equivalent), and other authorized expenditures are considered part of the travel advance and it is the traveler’s responsibility to settle them within the timeframe described in the section below on Settling Advances. An advance shall not exceed the unpaid portion of estimated travel costs and will be limited to 85% of the total estimated travel cost. The minimum advance to employees is $100. For the transport of prisoners out of state, the minimum advance amount may be under $100, and is authorized whether or not the traveler is a P-Card holder. Full advancement is allowed for anticipated actual and necessary expenditures for mileage, transportation, lodging, and meals for employees and prisoners. (For reimbursements related to transport of prisoners, see also rules and regulations of the California State Board of Control.) Settling Advances Advances are settled through the filing of a final expense report on the Trip Expense Voucher. Travelers are required to submit travel documents to their department within 30 calendar days after returning from their trips as required by IRS guidelines for advances. When the advance has exceeded expenses, documentation should also include the SAP journal entry number for deposit (showing funds were returned to County). If the Trip Expense Voucher report and documentation are not received by the Controller-Treasurer Department within 90 days of return, the settlement will be considered delinquent. Failure to settle advances in the allowed timeframe following a trip will result in notification to the traveler and Department Travel Coordinator from the Controller-Treasurer Department that settlement is due. If there is no response, after two notices each approximately 15 days apart (total 120 days from the date of return), the County is authorized to deduct the entire amount of the advance from the employee’s wages or, if a non-employee, from any other payment that may be due. The Travel Authorization form includes an authorization statement to this effect so that travelers are aware of and agree to this provision when they request an advance. Unsettled advances must be resolved before a traveler is eligible for travel advances in the future.




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TRANSPORTATION General Guidelines When planning the transportation portion of a trip, consider all aspects of cost to the County – e.g., daily expenses, overtime, lost work time – as well as actual transportation costs. In general, a common carrier (e.g., plane, bus, train) is the preferred mode of transportation. However, use of a personal or County vehicle – especially if two or more employees or officials are traveling together – may be less expensive for travel within the State. The increased time for automobile transportation and the potential for lost work time, overtime, or increased lodging costs should be considered in determining the best mode of transportation. Transportation by Air Air travel reservations should be made through the County-approved travel agency using the County’s Business Travel Account. Air travel through other sources is allowed, but the department must demonstrate that the cost of these other services is comparable to the cost offered by the County’s travel agency. Air Travel Rules For air travel, the most direct route is advised with minimal number of stops. The traveler will bear the additional cost of changing flight plans due to personal reasons, for the convenience of the traveler, or for staying extra days for personal reasons. Reasonable and actual add-on airline fees, such as checked baggage fees, may be allowed and require a receipt if more than $10 in cost. Travelers will be authorized to pay excess baggage charges when traveling with heavy or bulk material or equipment for business purposes. Documentation must be included in the final Trip Expense Voucher explaining the nature of the excess baggage charge. Unless authorized as an exception, all air travel must be Coach Class. Such exception must be explained on the Travel Authorization form or Trip Expense Voucher. In the event Coach Class is not available, Business/First Class may be used if it represents the most efficient, direct and economical mode of transportation available. Transportation by Car General Guidelines - Driver’s Permit/License County travelers who drive any car on County business, whether a personal vehicle, a rented car or a County car, must possess a valid County Driver’s Permit and California Driver’s License. Please refer to Comprehensive Vehicle Policy, section “Driver Selection, Training, Driver Responsibility Statement” and section “County Driver Requirements” (Board of Supervisors Policy Manual section 3.52).




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Transportation – Car Rental Car Rental Guidelines Upon arrival at the destination, travelers may rent a car when it is less expensive than other transportation modes such as taxis, airport limousines and hotel airport shuttles, or when a rental car is needed for other reasons, e.g., ongoing work requirements or inadequate/unavailable ground transportation. A written justification is required on the Travel Authorization form. In the event that an unanticipated rental car is required or if any unusual high mileage usage results in higher rental car fees, then a written explanation on the Trip Expense Voucher is required. Car rental reservations should be arranged through the County’s approved travel agency, who will book with the County’s designated rental car company or other vehicle option. When renting a car, travelers should use mid-size or smaller models. Larger vehicles are allowed if there is no additional cost to the County, or if special circumstances exist, such as medical needs, disabilities, multiple travelers who will occupy the vehicle, extra business related luggage, etc. Travelers should decline the optional vehicle insurance offered by rental companies, as employee operation of a rental car for County business is covered by the County’s insurance program if traveling within the United States. For foreign travel, optional insurance is recommended. A spouse or traveling partner who does not have a County driver’s permit cannot be added to the rental car policy as a driver since the rental car is covered by the County’s insurance program. Insurance covering any personal side trips or additional driver is the responsibility of the employee. Rental companies may require some proof of vehicle insurance, and for this the traveler should carry the County’s Certificate of Coverage (the traveler’s own personal coverage may also be accepted by the rental company). A certificate copy can be found in Appendix B. Reimbursement claims must include the original car rental receipt showing the date(s), number of days and type of vehicle rented and mileage. A credit card receipt alone is insufficient. Transportation – Personal Car Personal Car Guidelines Please refer to Comprehensive Vehicle Policy – Business Use of Private Vehicles (See Board of Supervisors Policy Manual section 3.52). Employees, if pre-approved, may use their personal car while traveling for business purposes when one or more of the following applies:

1. Public transportation is limited or unavailable; 2. It is more flexible and timely than taking public transportation; 3. Expense is equal to or less than alternate transportation;




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4. Employee is willing to accept reimbursement equal to the lowest price of reasonable transport; or

5. For extended stays a department may authorize the use of an employee’s car with reimbursement for mileage to/from the destination work site and other work-related uses.

Allowable Mileage Reimbursement for County Business Travel Mileage reimbursement will be based on actual miles traveled. However, mileage between employee’s home and the work location is considered to be normal commute and will not be reimbursed. Employee may only claim reimbursement for the added mileage which exceeds the normal home-to-work mileage. For workers not eligible for overtime compensation, compensatory time off, or other remuneration, actual miles traveled includes:

1. The mileage to and from home and the work location if the presence of the employee is required on a scheduled day off.

2. The daily commute mileage resulting in more than one daily trip to and from home and the work location when the presence of the employee is required before or after regular work hours.

Examples of appropriate use of personal car mileage include:

1. To and from the scheduled carrier service. 2. To and from destinations that do not have scheduled air service. 3. If scheduled air service is available but the traveler still prefers to use his/her

personal car, mileage reimbursement will be based on “equivalent airfare,” described below. County paid additional travel time should also be factored into the cost decision.

4. For non-commuter transportation inside Santa Clara County. Pursuant to the Salary Ordinance relating to the compensation of persons in management positions of the County of Santa Clara unrepresented by recognized employee organizations, members of the Board of Supervisors and persons in designated management positions shall be paid a flat rate vehicle allowance per month. Board of Supervisors and designated management employees receiving the vehicle allowance shall not be eligible to claim mileage reimbursement for any miles traveled within Santa Clara County.

Mileage/Reimbursement Rate Travelers will be reimbursed for personal car mileage expenses for County business purposes, not to exceed established federal rates. Personal car mileage reimbursement covers the operating cost of the vehicle, such as cost of gas, oil, wear and tear, and needed servicing during the trip. To claim travel mileage reimbursement, travelers should use the Trip Expense Voucher. For non-travel related mileage reimbursement, travelers should use the Employee Mileage form. Current mileage rates can be found at http://www.irs.gov/.




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The County P-Card is not to be used for personal car mileage expenses, since the traveler assumes responsibility for personal vehicle expenses and will be compensated through mileage reimbursement. Also, the County gas credit card is allowed only for County vehicles and shall not be used for personal vehicle expense. Airfare Equivalent (AFE) Reimbursements If travelers prefer to use their personal vehicle when air service is available, the reimbursement for mileage will be the lower of: (1) coach class airfare plus other transportation related expenses, such as long-term parking at local airport, rental car, and ground transportation, or (2) the mileage reimbursement amount (miles driven multiplied by mileage rate). Transportation – County Car Please refer to Comprehensive Vehicle Policy (Board of Supervisors Policy Manual section 3.52). Travelers who need to check out a County car must obtain a Travel Authorization number prior to requesting the County pool vehicle. Transportation – Other Ground Transport Non-Air Travel Public carrier services, e.g., bus and train, are authorized means of travel, not to exceed the coach airfare or allowable mileage, whichever is lower. Ground Transportation at the Travel Destination Ground transportation may also be required for moving to and from airports, bus or rail terminals, as well as between work, training or conferencing sites. Various types of transportation may be available for this, e.g., hotel and airport shuttle services, light rail, subway or bus. The most economical and appropriate form meeting the traveler’s needs should be used. Taxi Service Taxis may be used when time is of the essence or public transit or other common carriers are not reasonably available. When taxi service is used, receipts are required if the taxi cost plus tip is over $10. When asked for a receipt, taxi drivers will often hand a blank receipt to the customer. Travelers should ask the driver to fill out the receipt which should include the cab number, cost, including tip (if applicable), and the driver’s signature.




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LODGING Lodging Guidelines Lodging is allowed if the traveler is required to stay overnight to attend training, meeting, or other business purposes. The lowest cost option should be selected with consideration given to convenience and safety of the travelers. Lodging Reimbursement Rate The maximum reimbursement (includes room, resort fee, and transient occupancy tax) for lodging will be 165% of the per diem rate allowed for location of overnight stay. Any amount paid in excess of this will be paid by the traveler. The only exception to the 165% reimbursement rate will be if the traveler stays at a lodging location where the conference, training, or meeting is held. In such cases, 300% of the per diem rate will be allowed. (The 300% includes room, resort fee, and transient occupancy tax.) If the lodging location is fully booked, overflow or other lodging option are allowable up to the 300% limit. In all cases, an itemized lodging/hotel receipt will be required to obtain reimbursement. Neighbor Counties Lodging in Santa Clara, San Benito, San Mateo and Santa Cruz counties is generally not a cost authorized for reimbursement. Travelers are expected to commute between the travel destination and work location or home each day. In unusual situations, such as attendance at meetings which occur early in the morning or late in the evening, reimbursement of such lodging costs must be justified and approved on the Travel Exceptions Form. The increased costs must be approved by the Finance Agency Director or Controller-Treasurer and will be included in the annual reports to the Finance and Government Operations Committee. Lodging within Santa Clara County is allowed for contractors, consultants, witnesses, and clients who reside outside the County and must stay overnight on County related business or if required by law or court order or special circumstances. Miscellaneous Lodging Rules Always check special rates, e.g., government rate, conference or last minute specials, which would reduce County cost. If in California, inquire about exemptions from the local Transient Occupancy Tax (TOT). By local ordinance, some California cities and counties exempt individuals from TOT if they are traveling on government business. If there is an exemption, you can save up to 12% on lodging costs depending on the local TOT rate. Almost all lodging operators will require an official, written claim for exemption on exemption forms issued by the city or county that is visited. Honor refrigerator items, additional fee bottled water and late checkout charges will not be reimbursed unless a business reason is provided and attached to the final Trip Expense Voucher.




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MEALS Note: This section covers travel related meal expenses. Business meals are covered in a separate policy, Business Meal Policy (Non-Travel). Travel Meals Travel-related meal expenses include meals consumed while traveling for business purposes on the County’s behalf, as well as while attending training, education or conferences that require travel and the completion of a Trip Expense Voucher. Where a Trip Expense Voucher is not required, the County’s Business Meal Policy (Non-Travel) shall be followed. Travelers will be reimbursed for meal expenses, including tax and tips (tipping allowances can be found in Appendix C), not to exceed established per idem rates. Meal Reimbursement Rates For any meal that the traveler is entitled to, the traveler will be reimbursed at the per diem rate for the area and receipts are not required. Payments in excess of the per diem rate are not allowed. However, the followings are exceptions to the no receipt rule: MealsformembersoftheBoardofSupervisorsandappointedcommissionsand

committeesperGovernmentCodesection53232.3(c),and MealspurchasedwithaP‐Card.

For both exceptions, receipts are required and reimbursement will be capped at the allowable per diem rate. Tipping allowances can be found in Appendix C.

Please check GSA’s website for current federal per diem rates for specific travel destination city or region, using “lodging per diem” for reference. Same as lodging per diem, a standard meal per diem rate for travel within the continental U.S. applies to any location not otherwise specified. Meals Provided as a Part of the Program Employees are generally expected to take advantage of meals which are considered part of a conference, special event or program, and for which the cost is covered by payment for the event itself. When a meal is provided as part of the cost of an event, employees will not be additionally reimbursed for the same meal unless it is not a substantial meal or if other business reasons can be explained. For example, a continental breakfast may not be substantial enough for employees with special dietary needs. In such cases reimbursement will be provided up to per diem rates, but an explanation must be provided on the Trip Expense Voucher. In addition, in cases where there is a legitimate reason to make alternate plans from the provided meal, the employee may submit written justification for reimbursement of the cost of a separate meal and attach to the Trip Expense Voucher.




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Alcoholic Beverages Expenditures for alcoholic beverages including related tax and tip will not be reimbursed. Meals at Protocol Events There are times when traveling on County business, when meals are served in conjunction with authorized protocol events where the County traveler is representing the County and/or has hosting responsibilities. Protocol events are official events held during conferences, meetings, or trainings in which the attendance by the traveler will enhance the County’s stature, benefit the County through increased business contacts, or increase the traveler’s work related knowledge. In cases when the cost of the meal surpasses the per diem rate, but there is no choice in cost paid, the traveler may be reimbursed actual cost. Such cases require an itemized receipt and written justification. Protocal events that clearly indicate that alcohol will be part of the event will not be reimbursed by the County. Same Day Travel For Same-Day Travel to a destination outside Santa Clara County with no overnight stay, meal reimbursement is allowed if the work plus travel causes an “extended work day.” An “extended work day” is when the actual work plus travel causes the normal workday to be extended by two or more hours at either end.

Example: Assuming an 8:00 a.m. to 5:00 p.m. workday, if work and travel time extend the day past 7:00 p.m., then a travel meal (dinner) would be allowed. For this example, if the traveler left his home at 6:00 a.m., breakfast would also be allowed.

Moreover, for Same-Day travel with a destination outside of Santa Clara County, reimbursement will also be allowed if the time away for travel exceeds five hours during the normal work day. Per IRS guidelines, these reimbursements are treated as taxable income and are added to the employees’ income as reported on W-2 forms. Travel meals are not the same as overtime meals. Both cannot be claimed simultaneously for the same meal.




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Per Diem Rate Sources Lodging and meal rate per diem amounts can be located per the table below:

For Travel to: Lodging and Meal Rates Are

Established by:

Rate Tables Can Be Found at:

Within the continental US

US General Services Administration (GSA)

http://www.gsa.gov/ Includes 48 Continental States and District of Columbia high cost locations Use county code (www.naco.org, click “Data & Demographics under “About Counties”) search when the city is not listed and to identify if the city is in a high cost county If neither city nor county is listed, use CONUS standard lodging/meal rate

Non-contiguous US or US possessions

US Department of Defense (DOD)

http://www.defensetravel.dod.mil/perdiem/ Includes Alaska, Hawaii and other U.S. territories Use other category if location is not listed Meal breakdown is 25% for breakfast, 30% for lunch and 45% for dinner of total daily meal County will only pay actual incidental expenses up to GSA limit

Foreign destinations

US Department of State

http://aoprals.state.gov/ Listed in US dollars Use other category if location is not listed Multiply “M&IE Rate” by 90% for meals per diem Meal breakdown is 25% for breakfast, 30% for lunch and 45% for dinner of total daily meal rate County will only pay actual incidental expenses up to GSA limit




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INCIDENTAL AND OTHER ALLOWABLE EXPENSES General Guidelines Reasonable and necessary costs for other travel expenses will be reimbursed when supported by itemized receipts (only required if item is more than $10) or other appropriate documentation. Such expenses may include the following:

1. Registrationfees.2. Bridge,roadorferrytolls,etc.3. Fuelforrentalcars.4. Parking(airportparking–whentheexpenseforshort‐termparkingisexpectedto

exceedtheone‐dayrateoflong‐termparkingfee,travelershoulduselong‐termparking.Countywillreimbursetraveleruptothedailylong‐termrate).

5. Costsdirectlylinkedtotheprogramorsubjectmatterofabusinessmeeting/function.Travelermustnotepurposeofexpenseontheclaim.Examplesofsuchcostsincludethefollowing: Countybusinesscalls Internetservice Copying Postage Printedmaterials,tapes,trainingmaterialthatmaybeavailableforsaleatthe

meeting(ifclaimedasatravelexpense;departmentsmayelecttopurchasethroughother[non‐travel]paymentprocesses.)

OtherbusinessrelatedtravelexpensesdeterminedtobereasonableandnecessarybytheapproverandtheController‐Treasurer

6. IncidentalexpensesuptotheGSAperdiemlimit(currentlyat$5perday):Chapter300,Part300‐3,Section300‐3.1intheFederalTravelRegulation,underPerDiemAllowance,describesIncidentalExpensesas:“Feesandtipsgiventoporters,baggagecarriers,hotelstaff,andstaffonships.”TheCountywillreimbursetravelersforareasonableamountofincidentalexpenseswheretheseareusualandcustomary.Thisdoesnotincludetipsformealsastheyareincludedinthedailyperdiemmealallowance.(TippingallowancescanbefoundinAppendixC.)

7. Laundryanddrycleaning‐ChargesmaybeincludedwhentravelinginexcessoffiveconsecutivedaysonCountybusiness,orinemergencycircumstances(includedescriptionandjustificationofemergencyontheTravelExceptionsFormwithclaimrequest).

8. Currencyconversionfee.




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NON-REIMBURSABLE EXPENSES The following incidental and personal expenses are generally not allowable for reimbursement:

1. Traffic and parking violations, also refer to Comprehensive Vehicle Policy for vehicle user responsibilities (See Board of Supervisors Policy Manual section 3.52).

2. Mileage for County vehicles. 3. Mileage traveled within the County for Board of Supervisors and designated

employees receiving a vehicle allowance. 4. Mileage for commute to work. 5. Emergency repairs on non-County vehicles. 6. Car rental insurance for travel in United States and Fuel Service Option (FSO) /

Fuel Purchase Option (FPO). 7. Alcoholic beverages. 8. Refreshments and snacks. 9. Medicinal remedies, health supplies, cosmetics. 10. Personal entertainment, e.g., in-room movies, saunas, fees for exercise room,

sports events, personal reading material, personal grooming, optional tours, souvenirs.

11. Airline club membership fees, airline priority boarding fees, and credit card fees. 12. Childcare fees. 13. Kennel/boarding fees (except for County owned animals). 14. Tips that exceed County allowances (20% for meals). 15. Expenses related to vacation or personal time while on business trip. 16. Personal travel expenses that cause additional cost to the County. 17. Personal losses incurred while on County business. 18. Expenses related to an employee’s family member or friend accompanying the

traveler on business trips. 19. Political or charitable contributions or events. 20. Short term airport parking exceeding long term rate. 21. Other incidental expenses that are determined to be of a personal nature,

extravagant, or might be considered to be unreasonable or unnecessary.



ATTACHMENT D

PROFESSIONAL SERVICES AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND

NAME OF CONTRACTOR FOR THE PROVSION OF INVESTMENT ADVISORY SERVICES

THIS AGREEMENT (“Agreement”) is entered into effective as of the date it is fully executed (“Effective Date”) by and between the County of Santa Clara (“County”), a political subdivision of the State of California, and XXX (“Contractor”), a limited liability company. The County and Contractor are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, The County invests County assets in accordance with the Government Code Section 53600 et seq. and the County Investment Policy. The Investment function is to invest public funds in a manner that will provide a competitive rate of return with maximum security while meeting the cash flow requirements of the County, school districts and special districts whose funds are held in the County Treasury, in accordance with all state laws and County ordinances governing the investment of public funds;

WHEREAS, the Investment Policy applies to all financial assets held by the County. Those assets

specifically included in the investment policy are accounted for in the County's Comprehensive Annual Financial Report and are included here as part of the County's Commingled Investment Portfolio;

WHEREAS, the following investment objectives shall be applied in the management of the County’s funds: (A) The foremost objective of the County's investment program shall be to safeguard principal. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. (B) The secondary objective shall be to meet the liquidity needs of its participants. The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. (C) The third objective shall be to attain a market rate of return (yield) throughout budgetary and economic cycles, taking into account the County's investment constraints and cash flow characteristics. The core of investments will be limited to low risk securities in anticipation of earning a fair return relative to the risk being assumed;

WHEREAS, the investment strategy must take into consideration the following risk factors that can lead to an unexpected financial loss can be broadly grouped into the following categories: credit risk, liquidity risk, interest rate risk and operational risk. Credit risk is the possibility that a bond issuer will default or that the change in the credit quality of counter- party will affect the value of a security. Liquidity risk for a portfolio that does not market value its holdings on a daily basis is the risk that sufficient cash or cash equivalents are not available and a security may have to be sold at a loss (based on its original cost) in order to meet a payment liability. Interest rate risk is the risk that the value of a fixed income security or portfolio will fall as a result of an increase in interest rates. Operational risk refers to potential losses resulting from inadequate systems, management failure, faulty controls, fraud and human error;


Sample County Agreement

WHEREAS, the County desires to contract with an independent investment advisor with experience and expertise in investment of public funds to support the County in the investment of its assets as stated above;

WHEREAS, the County issued a Request for Proposals and received proposals from several firms, which were reviewed by a committee consisting of County staff and representatives from the Commingled Portfolio participants, and ultimately selected Contractor because Contractor has demonstrated, to the satisfaction of the County, the possession of specialized expertise in the necessary subject area(s);

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms, provisions, conditions upon which Contractor shall provide investment advisory services, review and performance analysis related to established benchmarks and credit analysis; and,

WHEREAS, the Agreement shall consist of the Agreement and all appendices listed in Section 3 and attached hereto and incorporated herein.

NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties incorporate the above Recitals into the Agreement and hereby agree as follows: SECTION 1 – SERVICES TO BE PROVIDED 1.1 Scope of Services

Contractor shall perform all Services under the terms and conditions set forth in this Agreement as set forth in Appendix X – Scope of Services. As described in Appendix X – Scope of Services, Contractor shall provide investment advisory services to include: conduct a regular review of the attainment of the County’s investment objectives (safety, liquidity and yield); provide recommendations for improvements to the program relating to future investments; develop monthly and quarterly reports; ensure the County is in compliance with Government Code Section 53600 et seq.; For purposes of this Agreement, the term “Deliverables” shall mean any documentation and deliverables created by Contractor during the performance of services that are identified in this Agreement. Contractor shall provide an annual review of the County’s Investment Policy, perform credit analysis and establish benchmarks; develop best practices concepts that could be incorporated into the County investment program; attend the annual Treasury Oversight Committee meetings. Additionally, Contractor shall provide business continuity services when required by the County.

SECTION 2 - TERM OF CONTRACT 2.1 Term

The term of this Agreement shall be three (3) years from date of execution (date range) and may be extended upon written agreement by the Parties for two (2) additional one-year periods up to a maximum period of five (5) years.

2.2 Maximum Compensation

A. Maximum Annual Compensation. The maximum annual compensation for this Agreement shall not, exceed XXX DOLLARS ONLY ($XXX). The Contractor and the County shall establish regular



program check-in points. Contractor shall notify the County when it has invoiced for $XXX in any given year.

B. Fee Schedule. The County shall compensate Contractor for its services in accordance with Appendix X – Fee Schedule attached hereto and incorporated herein, and the terms of Section 2.2 above.

C. Travel. All reimbursement for travel shall comply with the County Travel Policy, as amended from time to time, and attached as Appendix X.

SECTION 3 – NOTICES AND APPENDICES 3.1 Notices

Notices required by this Agreement shall be deemed delivered if delivered in person, by registered mail, postage pre-paid, nationally recognized overnight courier service, or electronically by email or facsimile provided that the sender obtains confirmation of transmission, to the following:

COUNTY OF SANTA CLARA CONTRACTOR Name Name Finance Agency Director Title 70 West Hedding Street, East Wing 2nd Floor Name of Company San Jose, CA 95110 Address Address Notices shall be deemed delivered five (5) days after postmarked.

3.2 Appendices to this Agreement are as listed below and attached hereto, are essential parts of this Agreement and incorporated herein:

Appendix X – Scope of Services Appendix X – Fee Schedule Appendix X – Insurance and Indemnification Appendix X – County Travel Policy Appendix X – County Investment Policy The terms of all appendices are intended to supplement the terms of this Agreement. In the event of any conflict between the terms of this Agreement and appendices, the terms of this Agreement shall govern and prevail.

SECTION 4 - CONTRACT AUTHORIZATION It is agreed between County and Contractor that Contractor will, for the compensation described in this Agreement, perform the work described in Section 1 in accordance with all terms and conditions of this Agreement including all appendices. County and Contractor assert that the tax withholding status and benefit documentation in Section 5 accurately reflect the anticipated working relationship between County and Contractor. Contractor shall comply with the insurance and indemnification requirements specified herein. Contractor certifies that any applicable insurance waiver information in Appendix X – Insurance and Indemnification is true and correct. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.



SECTION 5 - RELATIONSHIP OF PARTIES Independent Contractor Status. Contractor, in furnishing services to County, is an independent contractor. There is no employment relationship between Contractor and County. Under no circumstances shall Contractor, or any of Contractor’s employees, look to County as his/her employer, or as a partner, agent or principal. Neither Contractor, nor any of Contractor’s employees, shall be entitled to any benefits accorded to County’s employees, including without limitation, workers’ compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name unemployment, disability, workers’ compensation and other insurance as well as licenses and permits usual or necessary for conducting the services. Contractor is solely responsible for how the services provided under this Agreement are done. Contractor represents that its employees and/or sub-contractors have sufficient expertise to perform the services enumerated in this Agreement without training or instruction from County. This Agreement is limited to Contractor providing services as described in Section 1 and Appendix X – Scope of Services. County will not provide any assistance to Contractor in the performance of services under this Agreement. Assistance is defined as clerical, technical or professional support. Contractor is designated as the following business entity: Business License Number: XXX Expiration Date: XXX Issued by: XXX Contractor understands and agrees that the tax withholding and benefit status described above is correct. Any changes to Contractor’s tax withholding and benefit status requires a new contract. Contractor is responsible for any penalties and liabilities assessed by any taxing authority, based on a change of tax withholding and benefit status. SECTION 6 - STANDARD PROVISIONS 6.1 Entire Agreement

This Agreement and its appendices constitute the final, complete and exclusive statement of the terms of the agreement between the Parties. It incorporates and supersedes all the agreements, covenants and understandings between the Parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the Parties or their agents shall be valid or enforceable unless embodied in this Agreement.

6.2 Amendments This Agreement may only be amended by a written instrument signed by the Parties.

6.3 Conflicts of Interest Contractor shall comply with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County.



In accepting this Agreement, Contractor covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. Contractor, including but not limited to contractor’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Contractor shall, upon execution of this Agreement, provide the County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to Contractor’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” (2 CCR 18701(a)(2)), as part of Contractor’s service to the County under this Agreement. Contractor shall immediately notify the County of the names and email addresses of any additional individuals later assigned to provide such service to the County under this Agreement in such a capacity. Contractor shall immediately notify the County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the County. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Contractor shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in Section 6.1 including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement.

6.4 Governing Law, Venue

This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara.

6.5 Assignment No assignment of this Agreement or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.

6.6 Assignment of Clayton Act, Cartwright Act Claims

Contractor assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.

6.7 Waiver



No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party shall be in writing and shall apply to the specific instance expressly stated.

6.8 Termination

The County may, by written notice to Contractor, terminate all or part of this Agreement at any time for the convenience of the County. The notice shall specify the effective date and the scope of the termination. In the event of termination, Contractor shall deliver to County all documents prepared pursuant to the Agreement, whether complete or incomplete. Contractor may retain a copy for its records. Upon receipt of the documents, Contractor shall be compensated based on the completion of services provided, as solely and reasonably determined by County.

6.9 Budget Contingency

This Agreement is contingent upon the appropriation of sufficient funding by the County for the services covered by this Agreement. If funding is reduced or deleted by the County for the services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount.

6.10 County No-Smoking Policy

County and its employees, agents and subcontractors, shall comply with the County’s No-Smoking Policy, as set forth in the Board of Supervisor Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned building and leased buildings where the County is the sole occupant, and (3) in all County vehicles.

6.11 Food and Beverage Standards

Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by Contractor with County funds for County‐sponsored meetings or events. If food is to be provided, healthier food options shall be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low fat and low-calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, Contractor shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the Contractor should consider providing a vegan option. If pre‐packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans-fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.



If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant‐derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low‐calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar‐sweetened beverages shall not be provided.

6.12 Contracting Principles

All entities that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible entities and shall treat their employees fairly. To ensure compliance with these contracting principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representatives of the Contractor, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules.

6.13 California Public Records Act The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Contractor’s proprietary information is contained in documents or information submitted to County, and Contractor claims that such information falls within one or more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to Contractor prior to such disclosure. If Contractor contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If Contractor fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information. Contractor further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the Contractor.

6.14 Third Party Beneficiaries This Agreement does not, and is not intended, to confer any rights or remedies upon any person or entity other than the Parties.

6.15 Intellectual Property Rights



Ownership: County shall own all right, title and interest in and to the Deliverables. For purposes of this Agreement, the term “Deliverables” shall mean any documentation and deliverables created by Contractor during the performance of services that are identified in this Agreement, except for “Audit Documentation”. Contractor hereby assigns to the County all rights, title and interest in and to any and all intellectual property whether or not patentable or registrable under patent, copyright, trademark or similar statutes, made or conceived or reduced to practice or learned by Contractor, either alone or jointly with others, during the period of Contractor’s agreement with the County or result from the use of premises leased, owned or contracted for by the County. Contractor acknowledges that all original works of authorship which are made by Contractor (either solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County. Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or delivered by Contractor, either solely or jointly with others, in connection with any agreement with the County.

6.16 Intellectual Property Indemnity Contractor represents and warrants for the benefit of the County and its users that, to its knowledge, as of the effective date of this Agreement, Contractor is the exclusive owner of all rights, tile and interest in the Deliverable and/or services provided pursuant to this Agreement. Contractor shall defend, indemnify and hold the County harmless against any claim, action or litigation (including but not limited to all judgements, costs, fees, and reasonable attorney’s fees) by a third party alleging the Deliverables and/or services provided pursuant to this Agreement infringe upon any intellectual property rights of third parties. This indemnity and duty to defend is in addition to and does not supersede the requirements stated in Appendix X – Insurance and Indemnification.

6.17 Ownership Rights To Materials/ Restrictions On Use All materials obtained, developed or prepared by Contractor in the course of performing services, except for Audit Documentation as defined above, hereunder, including but not limited to videotapes, audio recordings, still photographs, ads or brochures, and the derivative works, patent, copyright, trademark, trade secret or other proprietary rights associated therewith (collectively “Deliverables”), shall be the sole and exclusive property of the County. To the extent Contractor owns or claims ownership rights to said Deliverables, Contractor hereby expressly assigns all said rights, title, and interest in and to the Deliverables to the County pursuant to the terms and conditions of this Agreement and at no additional cost. The County has the exclusive royalty‐free irrevocable right to duplicate, publish or otherwise use for any purpose, all materials prepared under this Agreement. If Contractor wishes to use the materials prepared hereunder for any purpose including but not limited to promotional, educational or commercial purposes, the Contractor shall obtain prior written authorization from the County, which consent may be withheld by the County in its sole discretion. Contractor acknowledges that all original works of authorship which are made by Contractor (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101), and shall belong solely to County. Contractor agrees that the County will be the copyright owner in all copyrightable works of every kind and description created or developed by Contractor, solely or jointly with others, in connection with any agreement with the County. If requested to, and at no further expense to the County, Contractor will execute in writing any acknowledgments or assignments of copyright ownership of



such copyrightable works as may be appropriate for preservation of the worldwide ownership in the County and its nominees of such copyrights. This section shall apply to the extent not otherwise provided under this agreement.

6.18 County Data

“County Data” shall mean data and information received by Contractor from County. As between Contractor and County, all County Data shall remain the property of the County. Contractor shall not acquire any ownership interest in the County Data. Contractor shall not, without County’s written permission consent, use or disclose the County Data other than in the performance of its obligations under this Agreement. Contractor shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, protect against unauthorized access to or use of County Data that could result in substantial harm to County or any end users; and ensure the proper disposal of County data upon termination of this Agreement. Notwithstanding the forgoing, Contractor will not be required to dispose or destroy any copies of documents or data related to County retained in Contractor’s back-up, other archival systems, or to support it work in accordance with professional standards, provided that such retained information shall remain subject to the terms of this Agreement. Contractor shall take reasonable action to address any actual breach resulting in unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, promptly notifying County of such incident of unauthorized access to County Data, or any other breach in Contractor’s security that materially affects County or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected County Data be divulged to unauthorized third Parties, Contractor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code Sections 1798.29 and 1798.82 at Contractor’s sole expense (if applicable). Contractor shall not charge the County for any expenses associated with Contractor’s compliance with the obligations set forth in this section.

6.19 Compliance With All Laws, Including Nondiscrimination, Equal Opportunity, and Wage Theft Prevention

A. Compliance with All Laws. Contractor shall comply with all applicable Federal State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws reference in the paragraphs below.

B. Compliance with Non-Discrimination and Equal Opportunity Laws: Contractor shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County's policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504);the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code §12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity,



gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, Physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

C. Compliance with Wage and Hour Laws: Contractor shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws.

D. Definitions: For purposes of this Section, the following definition shall apply. A "Final Judgment"

shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual's sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.S, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose's Office of Equality Assurance.

E. Prior Judgments, Decisions or Orders against Contractor: By signing this Agreement, contractor affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that Contractor violated an applicable wage and hour law or pay equity law. Contractor further affirms that it has satisfied and complied with – or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgements.

F. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, Contractor receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then Contractor shall promptly satisfy and comply with any such Final Judgment. Contractor shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. Contractor shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street. East Wing, 11th Floor, San Jose, CA 95110. Notice provisions in this paragraph are separate from



any other notice provisions in this Agreement and, accordingly, only: notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.

G. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to Contractor's records, Contractor shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County's request, Contractor shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules. County's access to such records and facilities shall be permitted at any time during Contractor's normal business hours upon no less than 10 business days’ advance notice.

H. Pay Equity Notification: Contractor shall (1) at least once in the first year of this Agreement and

annually thereafter, provide each of its employees working in California and each person applying to Contractor for job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the terms of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all Contractor’s Employees and Job Applicants.

I. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of

this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions:

i. Suspend or terminate any or all parts of this Agreement. ii. Withhold payment to Contractor until full satisfaction of Final Judgement concerning

violation of an applicable wage and hour Law or pay equity law. iii. Offer Contractor an opportunity to cure the breach.

J. Subcontractors: Contractor shall impose all of the requirements set forth in the Section on any

subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgement for violation of an applicable Law promptly satisfies and complies with such Final Judgement.

6.20 Payment Term

The Parties agree that the payment term shall be the term selected below and payment shall be due in accordance with the selected payment term. For example, if Contractor selects 2.25% 10 Net 45 as the payment term, payment shall be due 10 days from the date the County approves the invoice, instead of 45 days, and the County shall take a discount of 2.25% of the total amount of the invoice. Payment is deemed to have been made on the date the County mails the warrant or initiates the electronic fund transfer.

2.25% 10 Net 45 (provides 35 days of cash acceleration) 2.00% 15 Net 45 (provides 30 days of cash acceleration) 1.75% 20 Net 45 (provides 25 days of cash acceleration) 1.33% 25 Net 45 (provides 20 days of cash acceleration)



1.00% 30 Net 45 (provides 15 days of cash acceleration) x Net 45 (full payment)

Note: Payment term will default to “Net 45 (full payment)”, if no other term was selected. Notwithstanding the option selected above, the parties agree that at any time during the contract term, either party may initiate an early payment discount on an invoice‐by‐invoice basis utilizing the Dynamic Discounting functionality of the Ariba Network. Contractor must have a registered account on the Ariba Network to utilize this functionality.

6.21 Contract Execution Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County.

6.22 Living Wage (If applicable) Unless otherwise exempted or prohibited by law or County policy, where applicable, Contractors that contract with the County to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If Contractor and/or a subcontractor violates this provision, the Board of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following: (a) Suspend, modify, or terminate the Direct Services Contract.

(b) Require the Contractor and/or Subcontractor to comply with an appropriate remediation plan developed by the County.

(c) Waive all or part of Division B36 or the Living Wage Policy.

This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a County contract. By entering into this contract, Contractor certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.



6.23 Insurance and Indemnification. Contractor shall provide and maintain, at its own expense, during the term of this Agreement, the insurance and indemnification coverage identified in Appendix X. Failure by Contractor to provide insurance certification and indemnification as required in Appendix X shall be a material breach of the contract permitting immediate termination of this Agreement without opportunity to cure, at the County’s discretion.

In Witness whereof, Parties have executed this Agreement as of the date it is fully executed. COUNTY OF SANTA CLARA Name of Contractor’s Firm _________________________ __________________________ Name Contractor President, Board of Supervisors Title Date: ____________________ Date: _________________ ATTEST: _______________________ Name Clerk, Board of Supervisors Date: ___________________ APPROVED AS TO FORM AND LEGALITY ________________________ Name Deputy County Counsel Date: ____________________



COUNTY OF SANTA CLARA ATTACHMENT E: County Treasury Investment Policy

Policy Type: Board

Category: Board Operations Policy Name: Treasury Investment Policy - Board Policy 4.8

TREASURY INVESTMENT POLICY 4.8.1 Statement of Intent The purpose of this document is to set forth the County of Santa Clara's policy applicable to the investment of short term surplus funds. In general, it is the policy of the County to invest public funds in a manner that will provide a competitive rate of return with maximum security while meeting the cash flow requirements of the County, school districts and special districts whose funds are held in the County Treasury, in accordance with all state laws and County ordinances governing the investment of public funds. 4.8.2 Scope This investment policy applies to all financial assets held by the County. Those assets specifically included in this investment policy are accounted for in the County's Comprehensive Annual Financial Report and are included here as part of the County's Commingled Investment Pool. 4.8.3 Objectives The following investment objectives shall be applied in the management of the County's funds. (A) The foremost objective of the County's investment program shall be to

safeguard principal. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio.

(B) The secondary objective shall be to meet the liquidity needs of its participants. The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated.

(C) The third objective shall be to attain a market rate of return (yield) throughout budgetary and economic cycles, taking into account the County's investment constraints and cash flow characteristics. The core of


County Investment Policy

investments will be limited to low risk securities in anticipation of earning a fair return relative to the risk being assumed.

Risk Mitigation Those factors that can lead to an unexpected financial loss can be broadly grouped into the following categories: credit risk, liquidity risk, interest rate risk and operational risk. Credit risk is the possibility that a bond issuer will default or that the change in the credit quality of counter- party will affect the value of a security. Liquidity risk for a portfolio that does not market value its holdings on a daily basis is the risk that sufficient cash or cash equivalents are not available and a security may have to be sold at a loss (based on its original cost) in order to meet a payment liability. Interest rate risk is the risk that the value of a fixed income security or portfolio will fall as a result of an increase in interest rates. Operational risk refers to potential losses resulting from inadequate systems, management failure, faulty controls, fraud and human error. It is part of this policy to pursue the listed actions below to reduce the risk of exposure to the County's investments.

Credit Risk • Diversifying the investment portfolio so that potential losses on

individual securities will be minimized. • Only purchasing securities that meet ratings standards specified in this

policy. • Conducting ongoing reviews as needed of all credit exposures within

investment portfolios. • Rating restrictions for all investments are denoted as requirements at

time of purchase. If a security should incur a downgrade by either rating agency, placing the security on special surveillance to identify and monitor any continuing deterioration trends and, if warranted, selling the security.

• Reviewing the possible sale of a security whose credit quality is declining to minimize loss of principal.



Liquidity Risk • To the extent possible, matching investment maturities with

anticipated cash demands, also known as creating static liquidity. Alternatively, apply application software to analyze and validate that cash from investment activity is sufficient to cover all liabilities.

• Since all possible cash demands cannot be anticipated, maintaining portfolios largely of securities with active secondary or resale markets (dynamic liquidity).

• Making investments that could be appropriately held to maturity without compromising liquidity requirements.

• Prior to approving or disapproving a withdrawal request (a reduction of liquidity), the County Treasurer shall determine that the proposed withdrawal will not adversely affect the interests of the other depositors in the County pool.

Interest Rate Risk

• Not investing in securities maturing more than five years from the settlement date and limiting the weighted average maturity of the County's Commingled portfolio to two years or less.

• Limiting segregated investments to maturities of five years or less unless a longer term is specifically approved by the appropriate legislative body.

• Not investing in any funds in financial futures, option contracts, inverse floaters, range note or interest-only strips that are derived from a pool of mortgages, or any security that could result in zero interest accrual if held to maturity.

• Ensuring that adequate resources are devoted to interest rate risk measurement.

Operational Risk • Establishing a system of internal controls, which is designed to

prevent losses of public funds arising from fraud, employee error, and misrepresentation by third parties, unanticipated changes in financial markets, or imprudent actions by employees and officers of the County.

• Having an audit review to examine the system of internal controls to assure that established policies including risk management procedures are being complied with.



4.8.4 Standards of Care

(A) Prudence. The County Treasurer is a trustee and therefore a fiduciary subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing public funds, the County Treasurer shall act with care, skill, prudence, and diligence under the circumstances then prevailing, that prudent person acting in a like capacity and familiar with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the County and the other depositors. Within the limitations of this section and considering individual investments as part of an overall investment strategy, the County Treasurer is authorized to acquire investments as authorized by law.

The overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The County recognizes that no investment program is totally riskless and that the investment activities of the County are a matter of public record. Accordingly, the County recognizes that occasional measured losses are inevitable in a diversified portfolio and shall be considered within the context of the overall portfolio's return, provided that the portfolio is adequately diversified and that the sale of a security is in the best long-term interest of the County. Significant adverse credit changes or market price changes on County-owned securities shall be reported to the Board of Supervisors and the County Executive in a timely fashion.

(B) Competitive Transactions. Where practicable, each investment transaction shall be competitively transacted with brokers/dealers/banks approved by the County Treasurer.

(C) Indemnification. Investment officers acting in accordance with state laws,

County ordinances, this policy and written procedures, and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided that deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse development.

(D) Ethics and Conflicts of Interest. County employees involved in the

investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program, or that could impair their ability to make impartial decisions. Investment officials shall disclose any material interests in financial



institutions with which they conduct business. They shall further disclose any personal financial/investment positions that could be related to the performance of the investment portfolio. Employees and investment personnel shall subordinate their personal investment transactions to those of the County, particularly with regard to the timing of purchases and sales.

County officers and employees involved with the investment process shall refrain from accepting gifts that would be reportable under the Fair Political Practices Commission (FPPC) regulations.

Members of the Treasury Oversight Committee shall not accept any honoraria, gifts or gratuities from advisors, brokers, dealers, bankers or other persons with whom the County Treasury conducts business that would be reportable or prohibited under the FPPC regulations.

4.8.5 Authorized Financial Dealers and Institutions The County Treasurer shall establish an approved list of brokers, dealers, banks and direct issuers of commercial paper to provide investment services to the County. It shall be the policy of the County to conduct security transactions only with approved institutions and firms. To be eligible for authorization, firms that are commercial banks must be members of the FDIC, and broker/dealers:

• Preferably should be recognized as a Primary Dealer by the Market Reports Division of the Federal Reserve Bank of New York, and

• Must maintain a secondary position in the type of investment instruments purchased by the County.

In addition, the firm must also qualify under SEC Rule 15C3-l (Uniform Net Capital Rule). Approved broker/dealer representatives and the firms they represent shall be licensed to do business in the State of California.

The criteria for selecting security brokers and dealers from, to, or through whom the County Treasury may purchase or sell securities or other instruments, prohibits the selection of any broker, brokerage, dealer, or securities firm that has, within any consecutive 48-month period following January 1, 1996, made a political contribution in an amount exceeding the limitations contained in Rule G-37 of the Municipal Securities Rulemaking Board, to any member of the governing board of any local agency that is a participant in the County Treasury or any candidate for those offices.

No public deposit shall be made except in a qualified public depository as established by state law. An annual analysis of the financial condition and professional institution/bank rating will be conducted by the County Treasurer and



reported to the County Treasury Oversight Committee. Information indicating a material reduction in ratings standards or a material loss or prospective loss of capital must be shared with the Board of Supervisors, the County Executive, and the Oversight Committee in writing immediately.

To be eligible to receive local agency money, a bank, savings association, federal association or federally insured industrial loan company shall have received an overall rating of not less than “satisfactory” in its most recent evaluation by the appropriate federal financial supervisory agency of its record of meeting the credit needs of California communities, including low- and moderate-income neighborhoods, pursuant to Section 2906 of Title 12 of the United States Code. 4.8.6 County Treasury Oversight Committee A County Treasury Oversight Committee shall be established by the Board of Supervisors pursuant to Government Code Section 27130 et seq to advise the County Treasurer in the management and investment of the Santa Clara County Treasury. The Oversight Committee shall be comprised of six members representing the County, school districts and other local government agencies whose funds are deposited in the County's commingled pool and other segregated investments. Members of the Oversight Committee will be nominated by the Treasurer and confirmed by the Board of Supervisors. The Committee is comprised of the following members: (1) County Director of Finance. (2) County Executive appointed by the Board of Supervisors. (3) Representative appointed by a majority of the presiding officers of the

legislative bodies of the special districts in the County that are required or authorized to deposit funds in the County Treasury.

(4) County Superintendent of Schools or his or her designee. (5) Representative selected by a majority of the presiding officers of the

governing bodies of the school districts and community college districts in the County.

(6) One member of the public that has expertise in and or an academic background in public finance.

Each member may designate an alternate to serve in the absence of the member. The alternate shall take the oath of office and file a conflict of interest report with the Clerk of the Board. The alternate shall exercise the vote of the member at meetings where the member is not present.



It is the responsibility of the County Treasury Oversight Committee to approve the investment policy prepared annually by the County Treasurer, to review and monitor the quarterly investment reports prepared by the County Treasurer, to review depositories for County funds and broker/dealers and banks as approved by the County Treasurer, and to cause an annual audit to be conducted to determine the County Treasury's compliance with all relevant investment statutes and ordinances, and this investment policy. Any receipt of honoraria, gifts, and gratuities from advisors, brokers, and dealers, bankers or other persons with whom the County Treasury conducts business by any member of the County Treasury Oversight Committee is limited to the amount set by the Fair Political Practices Commission. These limits may be in addition to the limits set by a committee member's own agency or by state law.

Nothing in this article shall be construed to allow the County Treasury Oversight Committee to direct individual investment decisions, select individual brokers, or dealers, or impinge on the day-to-day operations of the County Treasury. 4.8.7 Eligible, Authorized and Suitable Investments All investments shall conform with state law including but not limited to Government Code 53600 et seq and any further restrictions imposed by this policy (Authorized Investments). Where this section specifies a percentage limitation for a particular category of investment or specific issuer, that percentage is applicable only at the date of purchase. If subsequent to purchase, portfolio percentage constraints are above the maximum thresholds due to changes in value of the portfolio or changes due to revisions of the policy, then affected securities may be held to maturity in order to avoid principal losses. However, the County Treasurer may choose to rebalance the portfolio if percentage imbalances are deemed to impair portfolio diversification.

If after purchase securities are downgraded below the minimum required rating level the securities shall be reviewed for possible sale within a reasonable amount of time after the downgrade. Significant down grades and the action to be taken will be disclosed in the Quarterly Investment Report.

U.S. Treasury and Government Agencies. There shall be no limit in the amount that may be invested in debt obligations that are backed by the full faith and credit of the United States government. This includes but is not limited to U. S. Treasury bills, notes or bonds. There shall be no limit in the amount that may be invested in federal agencies of the United States or United States government sponsored enterprise obligations, participations, and bond issuances including those issued by or fully guaranteed as to principal and interest by federal agencies or the United States government.



Repurchase Agreements. A repurchase agreement consists of two simultaneous transactions under the same agreement. One is the purchase of securities by an investor (County Treasury) from a bank or dealer. The other is the commitment by the bank or dealer to repurchase the securities at a specified price and on a date mutually agreed upon.

Repurchase agreements shall be entered into only with dealers and financial institutions which have executed a Master Repurchase Agreement with the County and are recognized as primary dealers with the Market Reports Division of the Federal Reserve Bank of New York.

• The term of the repurchase agreement is limited to 92 days or less. The securities underlying the agreement may be obligations of the United States Government, its agencies, or agency mortgage backed securities. For repurchase agreements that exceed 15 days, the maturities on purchased securities may not exceed 5 years.

• The purchased securities shall have a minimum market value, including accrued interest, of 102 percent of the dollar value of the agreement. Purchased securities shall be held in the County's custodian bank as safekeeping agent, and the market value of the securities shall be marked-to-market on a daily basis.

Reverse Repurchase Agreements. A reverse repurchase agreement consists of two simultaneous transactions under the same agreement. One is the sale of securities by the County Treasury to a bank or dealer. The other is the commitment by the County Treasury to repurchase the securities at a specified price and on a date mutually agreed upon.

Reverse repurchase agreements may only be transacted with dealers and financial institutions which have executed a Master Repurchase Agreement with the County as approved by the Board of Supervisors, and which are Primary Dealers of the Federal Reserve Bank of New York. Reverse repurchase transactions must meet the following requirements:

• Sold securities must be owned and fully paid a minimum of 30 days prior to transaction.

• The total of all reverse repurchase and securities lending agreements cannot exceed 20% of the portfolio's base value. 1

• The term of the reverse repurchase agreement is not to exceed 92 days unless the agreement includes a written codicil that guarantees a minimum earning or spread for the entire period between the sale of a security using a



reverse repurchase agreement and the final maturity date of the same security.

• Funds obtained through a reverse repurchase agreement shall not be used to purchase another security with a maturity longer than 92 days from the initial settlement date of the reverse repurchase agreement unless the reverse repurchase agreement includes a written codicil guaranteeing a minimum earning or spread for the entire period between the sale of a security using a reverse repurchase agreement and the final maturity date of the same security.

• Reverse repurchase agreements may only be used to effect a “matched” transaction whereby the proceeds of the reverse are reinvested for approximately the same time period as the term of the reverse repurchase agreement.

• Reverse repurchase agreements may not exceed $90 million. • Investments in reverse repurchase agreements in which Treasury sells

securities prior to purchase with a simultaneous agreement to repurchase the security may only be made upon prior approval of the Board of Supervisors.

__________________________________________________________________

1. Base value of the County's Pool refers to the dollar amount obtained by totaling all cash balances placed in the pool by all pool participants, excluding any amounts obtained through selling securities by way of reverse repurchase agreements or securities lending agreements. __________________________________________________________________ Reverse Repurchase Agreements will be used solely for the intent of accessing liquid funds on a temporary basis and will not be used as a means to amplify portfolio returns.

All other cost effective means of obtaining liquidity will be considered prior to exercising this option.

In exception to the above, a trial transaction will be permitted on a periodic basis as emergency preparation to ensure that internal systems and staff members remain up-to-date on processing procedures. The amount of the trial transaction will not exceed pre-established limits set by the Treasurer. Securities Lending. The mechanics behind a securities lending transaction consist of the County lending a security. The borrower, a financial institution, pledges collateral consisting of cash to secure the loan. Borrowers sometimes offer letters of credit as collateral. The lending agreement requires that the collateral must



always exceed the market value of the security by 2%. Changes in the security's price during the term of the loan may require adjustments in the amount of collateral. The cash collateral obtained from the borrower is then invested in short-term assets for additional income. Also, the County is entitled to all coupon interest earned by the loaned security. At the end of the loan term, the transaction is unwound, the securities and collateral, which are held by a custodian bank, are returned to the original owners. The borrower is obliged to return the securities to the lender, either on demand from the County or at the end of any agreed term. Lending transactions must meet the following requirements:

• Loaned securities must be owned and fully paid a minimum of 30 days prior to transaction.

• The total of all reverse repurchase and securities lending agreements cannot exceed 20% of the portfolio's base value.

• The term of the securities lending agreement is not to exceed 92 days. • Funds obtained through a securities lending agreement shall not be used to

purchase another security with a maturity longer than 92 days from the initial settlement date of the securities lending agreement.

• The objective of the transaction is to produce positive earnings.

To quality as a counter-party to the County in a securities lending transaction, the broker/dealer must be recognized as a Primary Dealer by the Federal Reserve Bank and the County's custodial bank must indemnity the County against losses related to the broker-dealer. Non-negotiable Time Deposits (CDs) that are FDIC Insured and Collateralized Time Deposits. Time deposits with banks or savings and loan associations shall be subject to the limitations imposed by Government Code Section 53638, as amended, and additional constraints prepared by the County Treasurer that would limit amounts to be placed with institutions based on creditworthiness, size, market conditions and other investment considerations. Negotiable Certificates of Deposit. The bank issuing a negotiable certificate of deposit with a maturity of one year or less, must reflect the following or higher ratings from at least two of these nationally recognized statistical rating organizations (NRSRO's): Moody's (P1), Standard and Poor's (A1), and Fitch (F1). Certificates that exceed one year, must reflect the following ratings or higher by at least two of these NRSRO's: Moody's (Aa3), Standard and Poor's (AA-), and Fitch (AA-). Negotiable certificates of deposit shall not exceed



30% of the surplus funds of the portfolio. No more than 5% of the portfolio shall be in a single bank. Bankers' Acceptances. Investments in eligible bankers' acceptances of United States or foreign banks shall not exceed 180 days maturity from the date of purchase. This debt must reflect the following or higher ratings by at least two of these NRSRO's: Moody's (P1), Standard and Poor's (A1), and Fitch (F1). Bankers' Acceptances shall not exceed 40% of surplus funds. No more than 5% of the portfolio shall be invested in a single commercial bank. Commercial Paper. Investments in commercial paper shall not have a maturity that exceeds 270 days. Commercial paper must reflect the following or higher ratings by at least two of these NRSRO's: Moody's (P1), Standard and Poor's (A1), and Fitch (F1). The issuer must meet the qualifications as indicated below pursuant to California Government Code Section 5360l(g):

If the commercial paper is short-term unsecured promissory notes issued by financial institutions or corporations, the issuer must:

• Be organized and operating in the United States as a general corporation; • Have total assets in excess of five hundred million dollars ($500,000,000);

and • If the issuer has senior debt outstanding, the senior debt must reflect the

following ratings or higher by at least two of these NRSRO's: Moody's (A3), Standard and Poor's (A-), and Fitch (A-)

If the commercial paper is asset backed, the issuer must:

• Be organized within the United States as a special purpose corporation, trust, or limited liability company; and

• Have program-wide credit enhancements including, but not limited to, over collateralization, letters of credit or surety bonds and include a liquidity vehicle.

Commercial paper shall not exceed 40% of the local agency’s funds. No more than 5% of the portfolio shall be invested in any single issuer of commercial paper. Medium Term Corporate Notes or Deposit Notes. The purchase of corporate notes shall be limited to securities that reflect the following ratings or higher by at least two of these NRSRO's: Moody's (Aa3), Standard and Poor's (AA-), and Fitch (AA-). Medium term corporate notes or deposit notes (five years or less) shall be



limited to 30% of surplus funds. No more than 5% of the portfolio shall be invested in any single corporation. Local Agency California Investment Fund (LAIF). Funds may be invested in LAIF, a State of California managed investment pool up to the maximum dollar amounts in conformance with the account balance limits authorized by the State Treasurer. Municipal Obligations. The purchase of municipal obligations shall include the following:

(A) Treasury notes or bonds of the state of California, including other obligations such as registered state warrants, certificates of participation, lease revenue bonds and bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state.

(B) Bonds, notes, warrants, certificates of participation, lease revenue bonds or other evidences of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency.

(C) Registered treasury notes or bonds of any of the other 49 United States in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned; controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 United States, in addition to California.

For those instruments that are rated, long term obligations must reflect the following ratings or higher by at least two of these NRSRO's: Moody's (A3), Standard and Poor’s (A-), and Fitch (A-). Short term obligations must carry the following ratings or higher by at least one of these NRSRO's: Moody's (MIG-1), Standard and Poor's (SP-1), and Fitch (F-1). No more than 10% of surplus funds shall be in such obligations.

Money Market Funds. Companies issuing such money market funds must have assets under management in excess of $500,000,000. The advisors must be registered with the Securities and Exchange Commission (SEC) and have at least five years’ experience investing in such types of investments. The fund must reflect the highest rating by at least two of these NRSRO's: Moody’s (Aaa), Standard and Poor’s (AAA), and Fitch (AAA). No more than 20% of the Treasury's funds may be invested in money market funds and no more than 10% of the Treasury’s funds may be invested in one money market fund. If the money



market fund is tax-exempt then only one “AAA” rating by an NRSRO is required. The money market fund must also be “no-load”, which is a fund that does not compensate sales intermediaries with a sales charge or commission that is deducted from the return of the fund. Asset Backed Securities. Asset backed securities (ABS) are notes or bonds secured or collateralized by pools of loans such as installment loans or receivables.

• Securities shall be issued by an issuer whose debt must reflect the following ratings or higher by at least two of these NRSRO’s: Moody’s (A3), Standard and Poor’s (A-), and Fitch (A-).

• The asset backed security itself must reflect the following ratings or higher from at least two of these NRSRO’s: Moody’s (AA-), Standard and Poor’s (Aa3) and Fitch (AA-).

• Asset backed securities together with mortgage backed securities may not exceed 20% of the Treasury’s surplus money.

Agency Mortgage Backed Securities. Mortgage backed securities (MBS) are collateralized by pools of conforming mortgage loans or multi-family mortgage loans insured by FHLMC or FNMA and mortgages guaranteed by FHA (GNMA).

• Agency mortgage backed securities together with asset backed securities may not exceed 20% of the Treasury's surplus money.

Supranational Debt Obligations. United States dollar-denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development of the World Bank (IBRD) or the Inter-American Development Bank (IADB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments must be rated “AAA” or better by at least two of the following, NRSRO’s, Moody’s, Standard and Poor’s or Fitch and shall not exceed ten percent, in aggregate, of the Treasury’s surplus funds. General Parameters Ineligible Investments Ineligible investments include common stock, inverse floaters, range notes, mortgage- derived interest only strips and any security that could result in zero interest accrual if held to maturity or any security that does not pay (cash or earn accrued) interest in one year or at least semiannually in subsequent years and any



investment not authorized by this policy unless otherwise allowed by law and approved by the Board of Supervisors.

Combined Issuer/Institutional limits.

No more than 5% of the portfolio shall be invested in aggregate of any single institution of the following types: Bankers Acceptances, Commercial paper, Negotiable Certificates of Deposit, and Corporate Notes.

Swaps

Investments will be reviewed for the possibility of a swap to enhance yield when both securities have a similar duration so as not to affect the cash flow needs of the program. Swaps should have a minimum of five basis points before being transacted. 4.8.8 Maximum Maturity The County Investment portfolio shall be structured to provide that sufficient funds from investments are available to meet the anticipated cash needs of the depositors in the County’s commingled investment pool. The choice of investment instruments and maturities shall be based on an analysis of depositors cash needs, existing and anticipated revenues, interest rate trends and specific market opportunities. The average weighted maturity of the portfolio will not exceed two years and investments will not have a maturity of more than five years from the settlement date unless specifically approved by the Board of Supervisors to the provisions set forth elsewhere in this policy.



4.8.9 Segregated Investments (excludes Commingled Funds) Segregated investments of instruments permitted in Government Code Section 53601 can be made upon proper authorization where cash flow or other factors warrant segregation from the commingled pool. Examples that may justify such segregation are bond or note proceeds, Retiree Health funds or Workers Compensation funds where longer term or matching term investments are warranted.

For segregated investment funds, no investment shall be made that could not appropriately be held to maturity without compromising liquidity requirements. Segregated investments shall be limited to five years maturity unless a longer term is specifically approved by the appropriate legislative body.

Government Code Sections 53620 and 53622 grant the County authority to invest the assets of the Santa Clara County Retiree Health Trust in any form or type of investment deemed prudent by the governing body. Accordingly, the County Board of Supervisors has determined that up to 67 percent of the Trust’s assets, excluding near-term liability payouts, may be invested in equities through mutual funds or through the direct purchase of common stocks by a money management firm(s) approved by the Board of Supervisors.

In accordance with the prudent person standard in Government Code Sections 53620 through 53622, the assets of the Santa Clara County Retiree Health Trust may be invested in bonds that have a final maturity of 30 years or less from purchase date, and in bonds that reflect the following ratings or higher from at least two of these NRSRO’s: Moody’s (A3), Standard and Poor’s (A-), and Fitch (A-). 4.8.10 Safekeeping and Custody All security transactions, including collateral for repurchase agreements, shall be conducted on a delivery-versus-payment (DVP) basis. Securities will be held in the name of the County by a custodian designated by the County Treasurer and evidenced by trade confirmations and safekeeping holdings reports.

The County Treasurer will approve certain financial institutions on an annual basis to provide safekeeping and custodial services for the County. Custodian banks shall be selected on the basis of their ability to provide service to the County’s account and the competitive pricing of their safekeeping related services. All securities purchased by the County under this section shall be properly designated as an asset of the County and held in safekeeping by a custodial bank chartered by the United States Government or the State of California.



The County will execute custodial agreement(s) with its bank(s). Such agreements will outline the responsibilities of each party for the notification of security purchases and sales, address wire transfers as well as safekeeping and transaction costs, and provide details on procedures in case of wire failures or other unforeseen mishaps along with the liability of each party.

To be eligible for designation as the County's safekeeping and custodian agent, a financial institution shall meet the following criteria:

• Have a Moody’s rating of P-1 or Standard and Poor’s rating of A1 for the most recent reporting quarter before the time of selection.

• Qualify as a depository of public funds in the State of California as defined in Government Code Section 53638.

The County Treasurer shall require each approved custodial bank to submit a copy of its Consolidated Report of Condition and Income (Call Report) to the County within forty-five days after the end of each calendar quarter. It is the intent of the County to mitigate custodial credit risk by insuring that all securities are appropriately held. Securities typically clear and settle as electronic book entries through the following clearinghouses: (1) the Depository Trust Corp. (DTC), a member of the Federal Reserve Bank; or (2) the Fed Book-Entry System, owned by the Federal Reserve. Governments generally do not have their own account in the Fed Book-Entry System or at DTC, but have access to those systems through large financial institutions who are members and participants. The County’s securities within the clearing system are held under the Custodial Bank’s name. The Custodial Bank’s internal records identify the County as the underlying beneficial owner of securities. Infrequently, physical certificates are used to reflect ownership of a security. When physical securities are received by the Custodial Bank, they are sent to a transfer agent to be registered into the Custodial Bank’s nominee name. It is kept in the bank’s vault until redeemed or sold. The Custodial Bank records identify the County as the underlying beneficial owner and include the securities on the County’s Safekeeping report. 4.8.11 Internal Controls and Accounting The County shall establish a system of internal controls, which is designed to prevent losses of public funds arising from fraud, employee error, and



misrepresentation by third parties, unanticipated changes in financial markets, or imprudent actions by employees and officers of the County. The County maintains its records on the basis of funds and account groups, each of which is considered a separate accounting entity. All investment transactions shall be recorded in the various funds of the County in accordance with Generally Accepted Accounting Principles as promulgated by the Government Accounting Standards Board. The County shall establish a process for an annual review by either the County’s internal or external auditor. This review will examine the system of internal controls to assure that the established policies and procedures are being complied with and many result in recommendations to change operating procedures to improve internal control. 4.8.12 Reporting (A) Methods.

(i) The County Treasurer shall prepare an investment report quarterly, including a management summary that provides a clear status of the current investment portfolio, quarterly transactions, investment philosophy and market actions and trends. The management summary will be prepared in a manner which will allow the County to ascertain whether investment activities during the reporting period have conformed to the investment policy. The report should be provided to the Board of Supervisors, the County Executive, the County Treasury Oversight Committee, Internal Auditor, and local agencies with funds on deposit in the County pool. The report will include the following:

• A listing of individual securities by type of investment and maturity held at the end of the reporting period.

• A composite of transactions purchased during the reporting period by type of security.

• Unrealized gains or losses resulting from appreciation or depreciation of securities held in the portfolio, by listing the cost of market value of securities.

• Average weighted yield to maturity of the portfolio and benchmark comparisons.

• Weighted average maturity of the portfolio.



• A summary of purchases during the reporting period by broker/dealers or banks showing the purchase date, issuing agency, amount purchased, cost and purchase date.

• A statement denoting the ability of the County to meet its pool’s expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may not, be available.

(ii) The County Treasurer shall prepare a monthly report with a brief summary of the investment report and a listing of the transactions conducted during the month. The report will be provided to the Board of Supervisors, Treasury Oversight Committee and the local agencies with funds on deposit in the County Pool. Material deviations from projected budgetary investment results shall be reported no less frequently than quarterly to the Board of Supervisors and the County Executive.

(B) Performance Standards. The investment portfolio will be managed in accordance with the parameters specified within this policy. The portfolio should obtain a market average rate of return during a market/economic environment of stable interest rates, taking into account the County’s investment risk constraints and cash flow needs. The basis for measurement used to determine whether market yields/rate of return are being achieved shall be the State Treasurer’s Local Agency Investment Fund (LAIF). It should be recognized, however, that since the investment parameters of LAIF are broader than the County’s investment policies, the returns realized by the County cannot necessarily be expected to exceed the returns realized by LAIF on a regular basis.

(C) The County utilizes the following methods to pay for banking services and County administration of the investment function:

General Banking Services. General banking services such as safekeeping, items deposited, statements, account maintenance, etc., may be paid to the bank through direct payment or a combination of direct payment and compensating balance.



Investment and Banking Administration Costs. The County recovers staffing and other costs relating to the County’s administration services for banking and investment functions provided to the County Treasury. The administrative costs are allocated against the earnings of the County pool prior to apportionment of earnings. Earnings Apportionment. Earnings of the County pool are apportioned quarterly to all participants of the pool based on the average daily balance of each fund during the quarter. Realized capital gains (the gain from securities sold at a higher price compared to cost) are added to quarterly earnings. Realized capital losses (the loss from securities sold at a lower price compared to cost) reduce quarterly earnings. To the extent that a realized capital loss exceeds the quarterly aggregate earnings of the Pool, the loss will be shared across all funds. The size of the write-down for any individual fund balance will be based on the average daily balance of each fund during the quarter in which the loss occurred. Any apportioned earnings may not be available for withdrawal until all monies that have been earned (i.e., accrued) have actually been received by the County Treasurer.

4.8.13 Investment Policy Adoption Pursuant to Government Code Section 27133 the County Treasurer annually prepares an investment policy that is reviewed, monitored and approved by the County Treasury Oversight Committee. Any changes must be approved by the Board of Supervisors. Copies of the approved investment policy shall be circulated annually to local agencies with funds on deposit in the County pool. 4.8.14 Voluntary Participants The County provides the opportunity for local agencies to deposit excess funds within the County’s Commingled Pool pursuant to Government Code Section 53684. In order to participate, voluntary participants must sign the County’s Disclosure and Agreement for Voluntary Deposits which outlines the terms and conditions of participation, including constraints on deposits and withdrawals from the pool. Voluntary participants must also submit a resolution duly adopted by its governing board authorizing the deposit of funds into the Investment Pool. It is the County’s policy to not allow access to the pool unless the voluntary participant agrees to a long-term relationship utilizing the pool and County



Treasury for its primary banking needs. The County does not wish to enter into relationships where an entity is placing funds because yields for a time may be higher than what is available at other organizations, because such activity can have an adverse and unfair impact on the other participants. Upon approval of the Treasurer, accommodations may be made to utilize the County resources to make specific investments or manage segregated funds for a voluntary participant at an agreed cost. 4.8.14.1 Temporary Loans to Pool Participants Various public entities maintain funds on deposit with the County Treasury. From time to time, these public entities experience cash flow problems. Allowing these entities to temporarily borrow from the commingled investment pool is an alternative way to address their short-term cash flow problems. In order to ensure that these temporary loans comply with all legal requirements and investment pool objectives, no such transfers shall be made unless all of the following requirements are met:

• Because the commingled investment pool consists of deposits from both restricted and unrestricted sources, all transfers shall comply with all requirements of Government Code Sections 53601, 53840, 53841 and 53842, including the requirements that they be legally characterized as loans and formalized with “evidences of indebtedness,” and meet maturity and security criteria.

• All transfers shall comply with Article XVI, Section 6 of the California Constitution, including the limitations on borrowing amounts and loan periods.

• No transfers shall be made during any fiscal year unless the Board of Supervisors has adopted a resolution authorizing transfers for that fiscal year. (Cal. Constitution Article XVI, Section 6; Government Code Section 25252.)

• Any inter-fund transfers between school district and community college accounts shall be formally approved by the district's governing board and shall comply with all other requirements of Education Code Sections 42603, 42620 and 85220, including requirements regarding repayment, sufficient income, and maximum transfer amounts.

• No transfer may occur until the fund needing the transfer meets the revenue sufficiency test, consistent with state law and County investment pool investment-risk constraints, established by the Director of Finance to ensure repayment.



• Direct borrowing from the pool should be a last resort funding alternative. Pool participants will be encouraged to use all available internal sources for cash flow needs through inter-fund borrowing between the participant’s various funds.

The Director of Finance shall do all of the following:

• Proactively monitor fund balances. • Establish early warning triggers to identify those funds most likely to incur

an overdraft and require a transfer. • Establish a revenue sufficiency test for the purpose of assessing repayment

ability. • Place tax apportionments assigned to an overdrawn fund in a lock box

sequestered for credit to the investment pool. • Establish and monitor investment pool exposure limits. • Monitor funds to ensure that loans meet dry period (last Monday in April

through June 30 of the fiscal year) financing restrictions. • Restrict certain individual funds (e.g.; bond reserve funds) from use as a

borrowing source in inter-fund borrowing across funds held by pool participant.

• Establish a hierarchy of associated funds owned by each pool participant to be used as alternative funding sources in the event any of the participant’s funds needs a loan.

• Implement accounting procedures that either manually or automatically transfer funds from one fund to another based on preset rules.

• Report within the Quarterly Investment listing all loans extended by the investment pool to participants.

The Internal Audit Division shall regularly review all of the practices and procedures in this Section to ensure compliance with all legal requirements.



4.8.15 Withdrawal of Funds by Voluntary Participants Public entities that are voluntary participants in the County pool who wish to make withdrawals for the purpose of investing outside of the County pool may request such withdrawals in accordance with the County Investment Management Agreement. The County Treasurer will assess the proposed withdrawal on the stability and predictability of the investments in the County pool. Prior to approving or disapproving a withdrawal request, the County Treasurer shall determine that the proposed withdrawal will not adversely affect the interests of the other depositors in the County pool. Funds are withdrawn based on the market value. 4.8.16 Warranties All depositors acknowledge that funds deposited in the Investment Pool are subject to market/investment risk, and that the County Treasurer makes no warranties regarding Investment Pool performance, including but not limited to preservation of capital or rate of return earned on funds deposited in the Investment Pool. Depositors knowingly accept these risks and waive any claims or causes of action against the County Treasurer, the County, and any employee, official or agent of the County for loss, damage or any other injury related to the Depositors’ funds in the Investment Pool, with the exception of loss, damage or injury caused solely by the County Treasurer’s material failure to comply with the County Investment Policy and all applicable laws and regulations.

