Los Altos Hills City Council
March 16, 2023

Consulting Services Agreement between [EFFECTIVE DATE]
Town of Soledad and ______________--Exhibit [C or D] Page 2 of 3 prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Consultant or subcontractor had knowledge of their obligations under the California Labor Code. The Consultant or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the services described in Exhibit A is not paid the general prevailing per diem wages by the subcontractor, the Consultant is not liable for any penalties therefore unless the Consultant had knowledge of that failure or unless the Consultant fails to comply with all of the following requirements:

1. The contract executed between the Consultant and the subcontractor for the performance of part of the services described in Exhibit A shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.

2. The Consultant shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor’s certified payroll records.

3. Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of wages, the Consultant shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the services described in Exhibit A.

4. Prior to making final payment to the subcontractor, the Consultant shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the services described in Exhibit A and any amounts due pursuant to California Labor Code Section 1813.

C. In accordance with California Labor Code Section 1776, the Consultant and each subcontractor engaged in performance of the services described in Exhibit A shall keep accurate payroll records showing the name, address, social security number, work, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the services described in Exhibit A. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

1. The information contained in the payroll record is true and correct.

2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project.

The payroll records required pursuant to California Labor Code Section 1776 shall be certified and shall be available for inspection by the Owner and its authorized representatives, the

Consulting Services Agreement between [EFFECTIVE DATE]
Town of Soledad and ______________--Exhibit [C or D] Page 3 of 3 Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with California Labor Code Section 1776.

D. In accordance with California Labor Code Section 1777.5, the Consultant, on behalf of the Consultant and any subcontractors engaged in performance of the services described in Exhibit A, shall be responsible for ensuring compliance with California Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts.

E. In case it becomes necessary for the Consultant or any subcontractor engaged in performance of the services described in Exhibit A to employ for the services described in Exhibit A any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, the Contractor shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to services described in Exhibit A to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.

Consulting Services Agreement between [EFFECTIVE DATE]
Town of Soledad and ______________--Exhibit [C or D] Page 1 of 1 EXHIBIT [C OR D]

REIMBURSABLE EXPENSES

EXHIBIT “F”
ORDINANCE 606

From: Sarah Robustelli
To: Deborah Padovan
Subject: FW: Purissima Park: RFP for Annual Landscape Maintenance Services Date: Tuesday, March 14, 2023 8:31:09 AM
Attachments: image005.png
image004.png
image003.png
Supplemental
From: Steve Apfelberg <
Sent: Monday, March 13, 2023 10:54 PM
To: Sarah Robustelli <[email protected]>; Lori McKinney >; Peter Pirnejad <[email protected]>
Cc: BCC - Nathan Blair < >; BCC - Ben Xu >; Sarina Revillar <[email protected]>; WooJae Kim <[email protected]>; Michael Schloetter <[email protected]>; Melissa Elian-Carrillo <[email protected]> Subject: Re: Purissima Park: RFP for Annual Landscape Maintenance Services Hi Peter, Sarah and team,
Thanks for sharing the RFP with Little League. We understand that there are many different needs for landscape maintenance services in Los Altos Hills and that the level of focus needed for each of the different areas can change over time. From a baseball viewpoint of Purissima Park, we are very pleased with the current in-house landscape maintenance services arrangement and hope that baseball field landscape maintenance will remain in-house. Quite simply, the fields are in better shape for at the same of slightly lower cost than they were when upkept by the previous third party vendor. In addition, the communication and collaboration between the in-house team and Little League is excellent. We were not able to work as closely with the previous third party vendor. Little League feels the outstanding working relationship results in clarity of key priorities, issue resolution, and knowing who is responsible for what.

From a baseball field landscape maintenance perspective, the in-house team has extensive knowledge of baseball-specific work (i.e. pitching mound rebuilds and upkeep).

Again, we thank you for sharing the RFP with us and realize Los Altos Hills has a multitude of factors to consider. We respect that. While the above is our viewpoint and preference, we value our strong relationship with Los Altos Hills and are confident we will all continue to make Purissima Park one of the outstanding baseball facilities in Silicon Valley regardless of which direction is taken here.

Please let us know if you have questions or need additional information.

Best,
Lori and Steve (on behalf of us and the full board)
On Monday, March 6, 2023 at 05:10:15 PM PST, Peter Pirnejad <[email protected]> wrote:

Team
A lot of this is predicated on the expansion of the pathway system and our need to devote more resources to the pathway project in order to build 2.3 miles of pathways.

We understand that their may be some initial reaction to this because of the history of maintaining the Supplemental No. 1
AGENDA ITEM #4.I
Distributed 3/14/23

park in house.

At this point we just need your feedback before we take any action.

I appreciate your efforts and cooperation but please understand no decisions have been made to date.

Peter Pirnejad
City Manager
Town of Los Altos Hills
26379 Fremont Road, Los Altos Hills, CA 94022
P: 650-947-2514 | F: 650-941-3160
E: [email protected]
Stay Informed.

Sign-up to take Town Surveys!
From: Sarah Robustelli <[email protected]> Sent: Monday, March 6, 2023 4:56 PM
To: Lori McKinney
Cc: BCC - Nathan Blair ; BCC - Ben Xu >; Peter Pirnejad <[email protected]>; Sarina Revillar <[email protected]>; WooJae Kim <[email protected]>; Michael Schloetter <[email protected]>; Melissa ElianCarrillo <[email protected]> Subject: Purissima Park: RFP for Annual Landscape Maintenance Services Hi Lori and Steve,
We are sharing the Request for Proposal (RFP) for Landscape and Maintenance Services. As City Manager, Peter Pirnejad mentioned at our initial Ad Hoc Committee Little League Contract Meeting, our

Landscape Services contracts are expiring. Since our landscape services are expiring, we are collecting a data point for Purissima Park services. The intent is to bring these findings to the Ad Hoc Committee meeting.

Please let us know if you should have any comments.

Sarah
From: WooJae Kim <[email protected]>
Sent: Monday, March 6, 2023 4:22 PM
To: Sarah Robustelli <[email protected]> Cc: Michael Schloetter <[email protected]>; Melissa Elian-Carrillo <melian[email protected]> Subject: RFP for Annual Landscape Maintenance Services
Hi Sarah,
Attached is the draft RFP for the Annual Landscape Maintenance Services that PWD will seek Council approval on 3/16 to issue. Please help share the RFP with the Little League stakeholders to see if they have any feedback or comments. I will also be sending the RFP to the Open Space Committee members since they wanted to review. Thank you.

WooJae
WooJae Kim, P.E.

Public Works Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
P: 650-947-2516 | F: 650-941-3160
E: [email protected]

TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION AGREEMENT WITH C2R ENGINEERING, INC. FOR THE 2022 SANITARY SEWER REPAIR AND REPLACEMENT PROJECT NOT TO EXCEED $532,220 INCLUDING CONTINGENCY
FROM: WooJae Kim, Public Works Director
Daniel Liang, Utility Engineering Manager
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

1. Award a construction agreement for the 2022 Sanitary Sewer Repair and Replacement Project to C2R Engineering, Inc., the lowest responsible bidder, not to exceed $467,220, and authorize the City Manager to execute a construction agreement (Attachment 3).

2. Approve project contingency funds of $65,000 and authorize the Public Works Director to approve potential contract change orders within the said fund.

BACKGROUND:

The annual sanitary sewer repair and rehabilitation program is to maintain and improve the Town’s sanitary sewer system to allow safe and reliable conveyance of wastewater to the Palo Alto Regional Water Quality Control Treatment Plant through the collection systems of the Cities of Palo Alto and Los Altos. The proposed project will replace damaged and deteriorated sanitary sewer main pipes located within street right of way and easement areas at various locations throughout the Town.

On December 15, 2022, the City Council approved the Plans and Specifications for the 2022 Sanitary Sewer Repair and Replacement Project and authorized staff to advertise the project for formal bid.

Per the Town’s Municipal Code section 2-4.04, titled “Bidding procedures,” contracts exceeding twenty-five thousand dollars ($25,000.00) shall be awarded by minute order of the City Council.

DISCUSSION:

Project Description
The project includes repair and rehabilitation of approximately 1,178 linear feet of sewer main pipe segments, including 798 linear feet in the base bids and 380 linear in bid alternates. The primary pipe replacement method is trenchless in-line pipe replacement by pipe bursting and/or Agenda Item #4.J
W.K.

P.P.

Staff Report to City Council Page 2
2022 Sewer Repair and Replacement Contract Award
March 16, 2023
reaming, and open trench excavation for spot repair locations. The selection of the sewer segments is based on the risk model developed using results of video inspection data and field noted followup from the Town’s sewer maintenance and operation contractor, West Bay Sanitary District.

Advertising-Bid Process and Results
Staff prepared the bid documents and estimate in-house. A Notice to Bidders was published twice in the Los Altos Town Crier and posted on the Town's website. Similar to last year’s advertisement process, staff sent the Notice to Bidders to Builders Exchanges, covering Alameda County, Santa Clara County, Contra Costa County, the Peninsula area, and the San Francisco Bay Area.

Seven (7) bids were received and opened on March 2, 2023. The low bid is determined by the total of base bids and alternates. The lowest responsible bidder is C2R Engineering, Inc., with the bid amount of $467,220. It is below the engineer’s estimate is $550,000. The bids received are summarized as follows:

No Company Base Alternates TOTAL
1 C2R Engineering $ 307,720 $ 159,500 $ 467,220
2 Smelly Mels Plumbing $ 388,000 $ 97,000 $ 485,000
3 VNH Builders $ 469,350 $ 50,000 $ 519,350
4 Koios Engineering $ 331,410 $ 255,000 $ 586,410
5 Hardiman Construction $ 488,654 $ 140,840 $ 629,494
6 Casey Construction $ 598,496 $ 137,500 $ 735,996
7 Pacific Underground $ 506,860 $ 310,540 $ 817,400
Recommendations
Staff recommends that the City Council accept the bid proposal submitted by C2R Engineering, Inc. for both the base bids and alternates with the total bid amount of $467,220. Alternate 1 includes two sewer main segments on Greenhills Court. These sewer segments experienced a sanitary sewer overflow (SSO) on August 8, 2021. Alternate 2 includes one sewer main segment on Dezahara Way. This segment experienced a SSO on November 17, 2022. Attachment 2 shows a complete cost breakdown of all bids.

Staff will inspect and manage construction of this project. To account for unforeseen conditions during construction, staff recommends a project contingency fund of $65,000 to be allocated for potential contract change orders. To ensure that staff has proper support to manage construction, additional $20,000 of the project budget would be allocated for project administration support.

The breakdown of construction project costs is as follows:

Construction Contract $ 467,220.00
Project Contingency $ 65,000.00
Project Administration Support $ 20,000.00
Total Estimated Construction Cost $ 552,220.00

Staff Report to City Council Page 3
2022 Sewer Repair and Replacement Contract Award
March 16, 2023
Project Schedule
The following is the tentative schedule for this project. Actual schedule will be developed and confirmed with the contractor based on completion of the required contract documents, approval of pre-submittals, and their availability.

Award Construction Contract March 16, 2023
Begin Construction April 2023
Complete Construction June 2023
Staff is planning to have the 2023 sewer repair and rehabilitation project ready for bid in the second half of 2023.

ENVIRONMENTAL REVIEW
Restoration or rehabilitation of deteriorated or damaged structures and facilities to meet current standards of public health and safety is defined under California Environmental Quality Act (CEQA) Section 15301(d) as Categorically Exempt.
2023 CITY COUNCIL WORK PLAN:

This action was not identified on the 2023 City Council Work Plan, but it supports the council priority to Maintain Quality of Life and protect and maintain infrastructure.

FISCAL IMPACT:

A total of $920,350 is appropriated for the Sanitary Sewer Repair and Placement Project in the FY2022-23 Operating Budget and FY2023-2027 Five Year Capital Improvement Plan. No additional appropriation is needed for this project.

ATTACHMENTS

1. Resolution

2. Bid Summary

3. Construction Agreement – C2R Engineering, Inc.

RESOLUTION

A RESOLUTION OF THE CITY COUNCIL OF THE

TOWN OF LOS ALTOS HILLS AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION AGREEMENT WITH C2R ENGINEERING,
INC. FOR THE 2022 SANITARY SEWER REPAIR AND REPLACEMENT PROJECT NOT TO EXCEED $532,220 INCLUDING CONTINGENCY
WHEREAS, on December 15, 2022, the City Council approved the Plans and Specifications for the 2022 Sanitary Sewer Repair and Replacement Project and authorized staff to advertise the project for formal bid; and
WHEREAS, on January 31, 2023, Notice to Bidders were issued for the project and seven bids were received and opened on March 2, 2023; and WHEREAS, the Utility Engineering Manager of the Town of Los Altos Hills did, in open session, duly examine and consider all bids submitted to it for the construction of the 2022 Sanitary Sewer Repair and Replacement Project; and WHEREAS, the Utility Engineering Manager recommends that the construction agreement for said project be awarded to the lowest responsible bidder, C2R Engineering, Inc., in the amount of $467,220; and
WHEREAS, the Utility Engineering Manager recommends that funds of $65,000 be made available for construction contingency; and
WHEREAS, to ensure that staff has proper support to manage construction, additional $20,000 of the project budget would be allocated for project administration support.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that:

1. The City Manager is hereby authorized to award a construction agreement to C2R Engineering, Inc., the lowest responsible bidder not to exceed $467,220.

2. Approve project contingency funds of $65,000 and authorize the Public Works Director to approve potential contract change orders within the said fund.

The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 16th day of March 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

Attachment 1

ABSENT:

By:

Linda Swan, Mayor
ATTEST:

Deborah L. Padovan, City Clerk

3/2/23
Item
No. Item Description Unit Estimated Quantity Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount 1 Sanitary Sewer Spot Repair - 6" LF 129 750$ 96,750$ 500$ 64,500$ 450$ 58,050$ 750$ 96,750$ 2,200$ $ 283,800 2,000$ 258,000$ 1,200$ 154,800$ 2 Pipe Bursting/Reaming - Replace 6" VCP with 6" HDPE
SDR-17
LF 446 220$ 98,120$ $ 250 111,500$ 450$ 200,700$ 220$ 98,120$ $ 111,054 249 $ 300$ 133,800$ 375$ 167,250$ 3 Pipe Bursting/Reaming - Upsize 6" VCP with 6" HDPE
SDR-17
EA 206 225$ 46,350$ $ 350 72,100$ 350$ 72,100$ 215$ 44,290$ $ 61,800 300 $ 300$ 61,800$ 385$ 79,310$ 4 Replace Lateral Connection to Main EA 7 2,000$ 14,000$ 4,000$ 28,000$ 5,500$ 38,500$ 750$ 5,250$ 1,000$ $ 7,000 2,000$ 14,000$ 4,500$ 31,500$ 5 Reconnect Sewer Main to Existing Manhole EA 10 1,800$ 18,000$ 5,000$ 50,000$ 4,000$ 40,000$ 5,000$ 50,000$ 1,000$ $ 10,000 2,000$ 20,000$ 2,000$ 20,000$ 6 Mobilization/Demobilization LS - 12,500$ 30,000$ 40,000$ 25,000$ $ 10,000 83,400$ 25,000$ 7 Pre-Installation Cleaning and Color CCTV Inspection LS - 10,000$ 15,950$ 10,000$ 6,000$ $ 2,500 11,784$ 16,500$ 8 Post-Installation Cleaning, Pressure Testing, and Color CCTV Inspection
LS - 12,000$ 15,950$ 10,000$ 6,000$ $ 2,500 15,712$ 12,500$ TOTAL BASE BID ITEMS (1 - 8) 307,720$ 388,000$ 469,350$ 331,410$ $ 488,654 598,496$ 506,860$ 9 ALTERNATE 1 (Drawing C-117) - Pipe Replacement and Spot Repair at Locations 63 & 64, Greenhills Court LS 1 80,500$ 108,500$ 250$ 65,500$ 25,000$ 25,000$ 160,000$ 160,000$ $ 104,800 $ 104,800 95,000$ 95,000$ 268,000 $ $ 268,000 10 ALTERNATE 2 (Drawing C-118) - Pipe Replacement and Point Repair at Location 65, Dezahara Way LS 1 35,000$ 51,000$ 298$ 31,500$ 25,000$ 25,000$ 95,000$ 95,000$ 36,040$ $ 36,040 42,500$ 42,500$ 42,540$ 42,540$ TOTAL ALTERNATE BID ITEMS (9 & 10) 159,500$ 97,000$ 50,000$ 255,000$ $ 140,840 137,500$ 310,540$ TOTAL BASE BID PLUS ALTERNATE BID ITEMS (1 - 10) 467,220$ 485,000$ 519,350$ 586,410$ 629,494$ 735,996$ 817,400$ TOWN OF LOS ALTOS HILLS, 2022 SANITARY SEWER REPAIR AND REPLACEMENT PROJECT

LOW BID
Casey Construction
Emerald Hills
Pacific Underground
San Jose
VNH Builders
Burlingame
Koios Engineering
San Francisco
C2R Engineering
Los Altos
Hardiman Construction
Larkspur
Smelly Mels Plumbing
South San Francisco
Attachment 2

1 CONTRACT

TOWN OF LOS ALTOS HILLS

STATE OF CALIFORNIA

CONTRACT
2022 Sanitary Sewer Repair and Replacement Project
THIS AGREEMENT, made, executed, and entered into this _____ day of _____________, 2023, by and between the Town of Los Altos Hills a General Law City, hereinafter referred to as the Town, and C2R ENGINEERING, INC. , hereinafter referred to as the Contractor.

W I T N E S S E T H
ARTICLE 1. That for and in consideration of the payments and agreements hereinafter mentioned to be made and performed by the Town, the Contractor agrees at its own cost and expense to do all the work and furnish all materials necessary to complete in a good workmanlike and substantial manner all that certain work involved and concerned with the 2022 Sanitary Sewer Repair and Replacement Project.

Said work shall be done in manner and according to the terms of the Contract as the same is defined in Article 4 herein.

ARTICLE 2. Said Contractor agrees to receive and accept the following prices as full compensation for furnishing all materials and doing all the work contemplated and embraced in this agreement; also for all loss or damage arising out of the nature of the work aforesaid, or from the acts of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work until its acceptance by the Town and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of the work and for well and faithfully completing the work and the whole thereof, in the manner and according to the plans and specifications, to wit, according to Contractor’s proposal for “TOTAL BASE BID PLUS ALTERNATE BID ITEMS (1 – 10)” to the City Council, entitled ‘EXHIBIT "A," Proposal to the City Council’ and attached hereto.

ARTICLE 3. The Town hereby promises and agrees with the Contractor, to employ, and does employ, hereby, said Contractor to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner and upon the conditions above set forth; and the said parties for themselves, their heirs, executors, administrators, successors, and assigns, do hereby agree to the full performance of the covenants herein contained.

ARTICLE 4. The complete Contract consists of the following documents: Notice to Bidders, Proposal, Contract, Specifications and the Plans and/or Drawings. The rights and obligations of the parties herein are governed by all of said documents, which are to be construed as a single Contract. The decision of the Public Works Director of the Town of Los Altos Hills as to the interpretation of said Contract shall be final and binding on the parties hereto.

ARTICLE 5. It is further expressly agreed by and between the parties hereto that the work shall be completed within SEVENTY (70) working days from and after the commencement of said work.

ARTICLE 6. It is expressly stipulated and agreed that all legal and statutory requirements relating to the execution of this Contract and the notice inviting bids have been met. Any alleged defect or omission in the proceedings preceding the execution of this Contract is hereby waived by the Contractor.

IN WITNESS WHEREOF, the parties have executed this instrument the year and date first above written.

Attachment 3

2 CONTRACT

TOWN OF LOS ALTOS HILLS
A General Law City
City Manager
ATTEST:

City Clerk, Town of Los Altos Hills

CONTRACTOR
By
Title

3 CONTRACT

NOTARIAL ACKNOWLEDGMENT OF PRINCIPAL

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On , before me, a Notary Public, personally appeared,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public
(Seal)

1 TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

THE FIRST AMENDMENT TO THE MUNICIPAL RESOURCE GROUP,

LLC (MRG) AGREEMENT TO EXPAND THE SCOPE OF SERVICES
AND INCREASE THE NOT TO EXCEED AMOUNT TO $90,000 FOR

PUBLIC SAFETY CONSULTING SERVICES AND APPROPRIATING
$65,000 FROM THE GENERAL FUND UNRESERVED BALANCE FOR
FY 2022-23
FROM: Cody Einfalt, Management Analyst II
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council should:

Adopt the attached resolution authorizing the City Manager to execute the First Amendment to the Municipal Resource Group, LLC (MRG) Agreement to expand the scope of services and increase the not to exceed amount to $90,000 for public safety consulting services and appropriating $65,000 from the General Fund Unreserved Balance for FY 2022-23.

BACKGROUND:

The City Manager entered into an agreement with Municipal Resources Group on February 23, 2023 to assist staff by providing expert-level analysis, guidance, and support to address the Town’s public safety issue related to excessive burglaries (Attachment 4). The scope of work under the original agreement included:
- Gathering information on the rate of residential burglaries in neighboring jurisdictions; - Creating options to explore to reduce residential burglaries with staff and the Ad Hoc Committee on Residential Burglaries on February 27th; and - Preparing the results of the analysis and helping the City Manager report out at a Special Council meeting on February 28th.

Staff was given a short turnaround to find a qualified consultant to engage in these activities and prepare for a council discussion on February 28th. The analysis and discussion at the Special City Council meeting resulted in a number of motions that call for a larger scope of work then originally intended with MRG. This includes serval items that require follow-up with the Council at future meetings. The motions that were approved at the February 28th special meeting were:

MOTION MADE AND SECONDED: Vice Mayor Mok moved to have the Council appropriate $150,000 from the unreserved general fund in order for the City Manager to elicit competitive bids and execute a contract not to exceed $150,000 for private security. The motion was seconded by Councilmember Tankha.

MOTION MADE AND SECONDED: Councilmember Tankha moved to authorize the City Manager to provide for and arrange an additional 40 hours a week of AGENDA ITEM #4.K
C.E.

P.P.

Staff Report to City Council Page 2
MRG Agreement
March 16, 2023
detective time under the existing contract with an understanding that this service change would result in an overspend on the Sheriff’s contract in comparison to the normal payment schedule. The Sheriff’s office will periodically share reports on their findings. The motion was seconded by Vice Mayor Mok.

MOTION MADE AND SECONDED: Councilmember Tankha moved to authorize the subcommittee to work with staff and the consultant to send out postcards educating the residents about what they can do to secure their homes in the short term and to undertake the Community Outreach/Education Campaign (“Atherton Model”) described in the presentation. The City Manager will return to Council with any contracts associated with this that are beyond his signing authority. The motion was seconded by Vice Mayor Mok.

MOTION MADE AND SECONDED: Councilmember Schmidt moved that the Council add an additional Sheriff’s deputy when the contract with the Santa Clara County Sheriff Department is renegotiated. The motion was seconded by Councilmember Tyson.

Draft February 28, 2023 meeting minutes can be reviewed in Attachment 5.

Currently, Staff has used a portion of the existing contract with MRG to prepare and deliver recommendations at the February 27th Ad Hoc Committee on Residential Burglaries as well as a report to the entire Council on February 28th that built on the discussions of the 27th. Staff has continued to use the contract capacity to work on the scope of work for the Private Security Contractor that is being execute as soon as possible.

However, work still remains on the ALPR analysis and the review of options in relation to the Sheriff’s contract per direction from the Ad Hoc Committee on Sheriff’s Contract with Councilmembers Mok and Mayor Swan. All this work will exceed the not to exceed limit of $25,000 in the initial contract with MRG.

DISCUSSION:

The Town is proposing to expand the scope of work with MRG to include a wholistic review of the law enforcement services in the Town. The expanded scope will consist of four focus areas:
hiring private security patrol for the Town, maximizing the value and effectiveness of the ALPR system, ongoing community education and outreach, and an assessment of law enforcement services in Los Altos Hills. The work will be authorized as needed by the City Manager or his designee and Contractor will provide budget updates at the end of each month. Attachment 3 is the proposed First Amendment for this scope change.

ENVIRONMENTAL REVIEW:

The MRG agreement is exempt from California Environmental Quality Act (CEQA) due to the proposal not being defined as a “project” under CEQA.

Staff Report to City Council Page 3
MRG Agreement
March 16, 2023
2023 CITY COUNCIL WORK PLAN:

This goal was identified in the approved 2023 Council Work Plan as, “Receive direction from Council on how to enhance crime prevention programs” under the Key Project Enhance Public Safety Programs within the Key Value Area, “Promote Public Safety.” Staff identified this as a priority that they would target for Q2 however, given urgency of the situation with Residential Burglaries, the City Council directed staff to advance their priorities around public safety. As a result, staff is recommending to expand the 2023 Council Work Plan to address these priorities and expand the scope of services for the MRG contract to help achieve these priorities over the next several months.

FISCAL IMPACT:

The current agreement with MRG has a do not exceed limit of $25,000. Authorizing the City Manager to execute the First Amendment will increase that limit to $90,000.

Additional funds are needed within the FY 2022-23 budget to cover this expense.

Staff recommends appropriating $65,000 from the General Fund Unreserved Balance for the current fiscal year.

ATTACHMENTS:

1. Proposed Resolution

2. Proposal for Change in Scope of Work

3. Proposed First Amendment to the Agreement with MRG

4. Agreement with MRG – dated February 23, 2023

5. Draft February 28, 2023 City Council meeting Minutes

Resolution __ -22 Page 1
RESOLUTION __ -22

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST

AMENDMENT TO THE MUNICIPAL RESOURCE GROUP, LLC (MRG)

AGREEMENT TO EXPAND THE SCOPE OF SERVICES AND INCREASE THE NOT TO EXCEED AMOUNT TO $90,000 FOR PUBLIC SAFETY CONSULTING SERVICES AND APPROPRIATING $65,000 FROM THE GENERAL FUND UNRESERVED BALANCE FOR FY 2022-23
WHEREAS, the Town and Contractor previously entered into an agreement to explore options the Town can take in response to an increase in residential burglaries dated February 23, 2023; and WHEREAS, the initial agreement had a not to exceed limit of Twenty-Five Thousand dollars and no cents ($25,000.00) and consisted of the following work: information gathering, option development/refinement with key stakeholders, and the preparation of a report; and
WHEREAS, the Town is now interested in expanding on the services from the contractor to include four focus areas: hiring private security patrol for the Town, maximizing the value and effectiveness of the ALPR system, ongoing community education and outreach, and assessment of law enforcement services; and
WHEREAS, to account for the increase in scope, the not to exceed limit of the agreement shall be increased to ninety thousand dollars and no cents ($90,000.00); and WHEREAS, $65,000 shall be appropriated from the General Fund Unreserved Balance to FY2022-23 to cover the expense.

NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby authorizes the City Manager to execute the First Amendment to the MRG Agreement increasing the not exceed amount to $90,000 for public safety consultant services and appropriating $65,000 from the General Fund Unreserved Balance for FY 2022-23.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a Regular meeting held on 16th of March 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN: By:

Linda Swan, Mayor
ATTEST:
_____
Deborah L. Padovan, City Clerk
Attachment 1

Post Office Box 561 Wilton, California 95693 916-261-7547 www.Solutions-MRG.com March 7, 2023
Peter Pirnejad, City Manager
Cody Einfalt, Management Analyst II
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Dear Dr. Pirnejad and Mr. Einfalt,
Municipal Resource Group, LLC (MRG) is pleased to hear about you and your City’s leaders’ bold action to address burglaries. Understandably, in such a fluid situation it is necessary to flex the work to match your evolving needs. We stand ready to adjust with you.

While our current contract’s more narrowly focused work will continue (mostly on the ALPR program analysis), We believe amending this agreement to include more action-oriented work and a holistic longterm viewpoint makes good sense. Given the potential of having this amendment before your City Council on March 16th, if approved, there should be no interruption to the work being conducted.

We have provided a brief outline of the effort required based on new information, updated expectations, and a longer-range view. It is hoped this revised outline and proposal will meet your community’s needs.

Thank you for working with MRG and we look forward to continuing success! Sincerely,
Mary Egan
CEO

MRG, LLC
916-261-7547
[email protected]
Attachment 2

Page | 2
A. INTRODUCING MRG
Municipal Resource Group, LLC (MRG) is an experienced, full-service consulting firm dedicated to assisting local government clients in attaining their strategic goals. MRG was founded in 2009 by highly skilled and broadly experienced professionals. We have a team of professionals who work to address challenges for both public and private sector clients. Our consultants have extensive experience in all aspects of Organizational Assessment & Development, Human Resources, including staffing and effectiveness analyses, training, and workplace interventions such as mediation, coaching, and conflict resolution. Our team is experienced in working with elected officials, agency leaders, and staff.

B. PROJECT TEAM
MRG continues these project services with the previous consultant team for continuity and expertise.

Mary Egan oversees the entire practice and provides high-level leadership over every project, including this engagement.

Brian Uhler will provide primary support in this engagement and oversee the tasks identified. Brian has a positive working relationship with Cities and Councils like Los Altos Hills and the residents. In addition to an extensive policing background, Brian Uhler has 3 years of experience overseeing security operations at UCSF. His familiarity and expertise will provide the City with efficient and in-depth options and solutions. He can support discussions with the Sheriff concerning alternatives and desired outcomes.

Principal Contact Project Consultant
Mary Egan
CEO
[email protected]
(916) 261-7547
Brian Uhler
Consultant
[email protected]
(415) 418-9001
C. SCOPE OF WORK
The objective of this scope of work is to assist you and the Los Altos Hills (LAH) City Council by providing expert-level analysis, guidance, advice and support to address the community’s public safety issue related to excessive burglaries as well as your longer-term interests regarding the provision of law enforcement services beyond 2024. It is notable that MRG recently managed the successful creation of a new police department for Lathrop California (2022). This experience gives us a unique perspective that may be of value to LAH.

A theme for all the below-listed focus areas is to be consistently engaged with LAH leadership, providing short weekly reports (via email), more formal monthly reports, and an occasional 500-word article for a quarterly publication. Further, as needed, two City Council ad-hoc committees will be engaged and briefed as requested.

Page | 3
Focus Area 1—Hiring private security patrol est. 100 hours Develop Scope of Work/deployment plan Request Quotes from viable vendors Design adequate reporting processes Ensure staff are trained (limited engagement) Evaluate quotes Recommend/assist CM with vendor selection Receive/review security reports Evaluate program effectiveness (after 30 days) Ensure the process moves forward quickly Keep CM/Ad-Hoc informed Coordinate any program modifications Complete any program extensions as directed Focus Areas 2—Maximize the value and effectiveness of the ALPR system est. 80 hours Develop examination methodology Discussion with key system users Visit SCSO and examine ALPR policy/operations Review of regional ALPR efforts (interviews) Eval admin costs (sworn vs unsworn doing work) Interview Flock CEO (or other tech staff) Engage regional intel center (trends in region) Evaluate/recommend quantity of ALPRs in LAH Keep CM/Ad-hoc informed Provide ALPR improvement recommendations Focus Area 3—Ongoing community education and outreach est. 35 hours Meet with and assist Tripepi Smith staff Review materials and provide input Provide suggestions on content as need arises Follow Atherton model as a guide Participate in community meetings as requested Guidance to add Neighborhood Watch if effective Focus Area 4—Assessment of law enforcement services (long term) est. 150 hours Compile comparison data (crime/satisfaction) Use successful agencies as a guide Arrange field trip with CM/Ad hoc (as appropriate) Engage Sheriff Jonson w/new ideas as appropriate Interface/coordinate with SCSO (non-adversarial) “All options” viewpoint is the work focus W/Ad-hoc and CM, determine ideal service levels Evaluate/report non-sworn augmentation options Eval collaboration potential with area LE agencies Review “futures view” with CM/ad-hoc Develop financial projection for stand-alone PD Serve as CM/Ad-hoc liaison to law enforcement Note: Focus Area 4 includes work that is expected to extend into 2024.

D. PROJECT FEES
The estimate for this analysis and support project, as scoped above, is $87,125 which includes 365 hours of consulting services ($82,125) and $5,000 in travel and project-related expenses.

Expenses may include but are not limited to project supplies, printing of materials, fees, mileage reimbursement at current IRS rates, document production, parking, etc. All costs and expenses will be invoiced at MRG’s cost.

Additional work not contemplated in this proposal will be billed at $225 per hour and will begin only after agreed upon between the City and MRG.

Page | 4
At all times during this project engagement, MRG will be an independent contractor. Both agencies confirm the specialized services are distinct from tasks customarily performed by the Agency. The services of consultantspecifically do not include hiring, firing, or supervising of any Agency personnel. Also, Consultant shall not have contracting or signing authority or act in the position of a Director or represent a management position at commission, Board or Council meetings. www.Solutions-MRG.com

1 FIRST AMENDMENT TO AGREEMENT BETWEEN THE TOWN OF LOS ALTOS

HILLS AND MUNICIPAL RESOURCE GROUP, LLC FOR PUBLIC SAFTEY

CONSULTING SERVICES FOR THE TOWN
THIS FIRST AMENDMENT (“Amendment”) is made and entered into on this 16th day of March 2023, by and between the Town of Los Altos Hills (“Town”) and Municipal Resource Group, LLC (“Contractor”). Town and Contractor are sometimes collectively referred to as “Parties” hereinafter.

RECITALS
WHEREAS, the Town and Contractor previously entered into an agreement for communication support dated February 23, 2023; and
WHEREAS, the initial agreement had a not to exceed limit of Twenty-Five Thousand dollars and no cents ($25,000.00) and consisted of the following work: information gathering, option development/refinement with key stakeholders, and the preparation of a report; and WHEREAS, the Town is now interested in expanding on the services from the contractor to include four focus areas: hiring private security patrol for the Town, maximizing the value and effectiveness of the ALPR system, ongoing community education and outreach, and assessment of law enforcement services; and
WHEREAS, to account for the increase in scope, the not to exceed limit of the agreement shall be increased to Ninety Thousand dollars and no cents ($90,000.00); and WHEREAS, the Parties desires to amend the Agreement as described herein.

NOW, THEREFORE, in consideration of this First Amendment, the mutual promises, covenants, and stipulations herein contained, the parties hereto agree to amend the Agreement as follows:

1. Amendments to Agreement. The following portions and sections of the Agreement, as amended, are hereby amended as follows, with additions in bold italics and deletions in strikethrough text:
a. Amendments to Section 4.a.

TOWN shall pay CONTRACTOR an amount not to exceed Twenty -Five Thousand dollars and no cents ($ 25,000. 00) Ninety Thousand dollars and no cents ($90,000.00) within thirty (30) days following receipt of invoice and completion/ delivery of services/ goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/ industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount.

Attachment 3

2 [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above.

Town of Los Altos Hills Municipal Resource Group, LLC

AGREED: AGREED:

Peter Pirnejad Mary Egan
City Manager CEO

Town of Los Altos Hills Page 1 of 5
Short form
Updated 4/26/22

AGREEMENT
THIS AGREEMENT is made and entered into on the 23rd day of February, 2023 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Municipal Resource Group, LLC (“MRG, LLC”). (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows:

1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials:

See Exhibit A

2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement:

Proposal from CONTRACTOR dated February 23, 2023

3. TERMS. The services and/or materials furnished under this Agreement shall commence February 24, 2023 and shall be completed by June 30, 2023, unless terminated pursuant to Section 5(f).

4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR two hundred and twenty-five dollars ($225.00) per hour, with a not to exceed amount of twenty-five thousand dollars and no cents ($25,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount.
b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services.

Attachment 4

Town of Los Altos Hills Page 2 of 5
Short form
Updated 4/26/22

5. GENERAL TERMS AND CONDITIONS.
a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows:
i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit.
iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.”
vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds.
vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to:

Town of Los Altos Hills Page 3 of 5
Short form
Updated 4/26/22
Deborah Padovan
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire.” Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, nonexclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration

Town of Los Altos Hills Page 4 of 5
Short form
Updated 4/26/22
for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates [insert applicable staff title] and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits.

6. INVOICING. Send all invoices to the contract coordinator at the address below.

This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above.

CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:

Peter Pirnejad
City Manager
Town of Los Altos Hills By:
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022

MRG, LLC
TOWN OF LOS ALTOS HILLS:

By:

Peter Pirnejad, City Manager Date
2/23/23
2/23/23

Post Office Box 561 Wilton, California 95693 916-261-7547 www.Solutions-MRG.com February 23, 2023
Peter Pirnejad, City Manager
Deborah Padovan, City Clerk
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Dear Dr. Pirnejad and Ms. Padovan:

Municipal Resource Group, LLC (MRG) is pleased to submit a proposal to address the public safety/public crime issue discussed with Brian Uhler this week. We understand that this is an immediate need and that you require Brian’s participation in a meeting slated for Monday, February 27th.

We have provided a brief outline of the effort required based on our limited knowledge of the details. We have the expertise to support the effort and have worked with the technology issues identified. Brian’s biography is attached for your reference.

Thank you for reaching out to MRG and we look forward to working with you! Sincerely,
Mary Egan
CEO

MRG, LLC
916-261-7547
[email protected]

Page | 2
A. INTRODUCING MRG
Municipal Resource Group, LLC (MRG) is an experienced, full-service consulting firm dedicated to assisting local government clients in attaining their strategic goals. MRG was founded in 2009 by highly skilled and broadly experienced professionals. We have a team of professionals who work to address challenges for both public and private sector clients. Our consultants have extensive experience in all aspects of Organizational Assessment & Development, Human Resources, including staffing and effectiveness analyses, training, and workplace interventions such as mediation, coaching, and conflict resolution. Our team is experienced in working with elected officials, agency leaders, and staff.

B. PROJECT TEAM
Mary Egan is the partner overseeing this entire practice and provides high-level leadership over every project, including this engagement.

Brian Uhler will provide primary support in this engagement and oversee the tasks identified.

Brian has a positive working relationship with Cities and Councils similar to Los Altos Hills and the residents. His familiarity and expertise will provide the City with efficient and in-depth options and solutions. He can support discussions with the Sheriff concerning alternatives and desired outcomes.

Principal Contact Project Consultant
Mary Egan
Managing Partner
[email protected]
(916) 261-7547
Brian Uhler
Consultant
[email protected]
(415) 418-9001
C. SCOPE OF WORK
The objective of this scope of work is to assist you and the Council’s ad-hoc committee by providing expert-level analysis, guidance, advice, and support to address the community’s public safety issue related to excessive burglaries.

PHASE 1—Information gathering 50 hours

1. Initial assessment with City Manager/Ad-Hoc members (zoom)

2. In-person meeting with Sheriff Captain and key staff and/or community members

3. Prepare for and facilitate meetings with willing burglary victims (with CM/Ad-Hoc Council members—suggest “living room style”/informal)

4. Review/analyze all 2022/23 burglary cases

Page | 3
(if available, alternatively discussion with the assigned detectives)

5. Evaluate effectiveness of ALPR system (policy/operational, and tech perspective)

6. Other data sources as needed or identified in earlier meetings PHASE 2—Option development/refinement with key stakeholders 30 hours

1. MRG to develop initial options for consideration

2. Meetings with CM, then Sheriff Captain, and CM/Ad Hoc to discuss “draft” options

3. MRG to prepare draft written initial plan/guide covering viable options PHASE 3—Report 20 hours

1. MRG to complete report and accompanying PPT materials (review with CM)

2. MRG to “Report Out” at City Council meeting (or special meeting as needed) D. PROJECT FEES
The estimate for this analysis and support project, as scoped above, is $24,500 which includes 100 hours of consulting services invoiced at $225 per hour ($22,500) and $2,000 in travel and project-related expenses.

Expenses may include but are not limited to project supplies, printing of materials, fees, mileage reimbursement at current IRS rates, document production, and parking, etc. All costs and expenses will be invoiced at MRG’s cost.

Additional work not contemplated in this proposal will be billed at $225 per hour and will begin only after agreed upon between the City and MRG.

At all times during this project engagement, MRG will be an independent contractor. Both agencies confirm the specialized services are distinct from tasks customarily performed by the Agency. The services of consultant specifically do not include hiring, firing, or supervising of any Agency personnel. Also, Consultant shall not have contracting or signing authority or act in the position of a Director or represent a management position at commission, Board or Council meetings.

Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Brian Uhler – Safety Services, Conflict Resolution and Project Management

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (415) 418-9001
[email protected]
Brian has extensive experience in public safety, including over 10 years as a CA Police Chief and over two years as a Fire Chief. Command-level experiences include SWAT, administration, undercover operations, security services, investigations and community policing. Brian is a committed professional with a proven track record of success, especially in the area of contract/MOU negotiations, dispute resolution/mediation, organizational review, complex problem solving, technology deployments, and team building. He uses sound, strategic, and methodical approaches to efficiently make organizational change for the better.

With a keen eye toward peaceful resolutions, Brian’s experience in public safety includes being trained as a hostage negotiator and successfully leading more than 30 critical incidents (SWAT deployments) without a single use of deadly force. As a member of the Bar Association of San Francisco, Brian completed CA certification training for alternative dispute resolution and mediation. Brian has direct experience helping 3 CA agencies achieve major improvements in management/labor relations (on top of day-to-day peacemaking activities in all leadership roles spanning more than 2 decades). Steady leadership in critical, sensitive, or complex matters is a central characteristic of Brian’s career. With focus on protecting the organization, Brian led investigative efforts such as: (1) organized crime, (2) internal investigation, (3) political matters and (4) coordinating regional efforts through task forces. As a Chief, he has personally led sensitive investigations involving elected officials, employees, police officers, and leadership team members.

Brian’s proven ability to develop, deploy, and utilize all forms of security technology was developed while at UCSF, where he had direct responsibility for the security division to include video and access control for a campus community of over 30,000 people. Recent work with ICU Technologies (2020-2021) served to update his experience with the latest technology in this growing arena.

Ever-supportive of training, Brian has ensured staff meet and maintain standards. Whether training/preparing successful SWAT teams, security staff, or police officers, he has been responsible for developing and providing tailored training to ensure emergencies are handled in a way to reflect well on the organization. He has coordinated training events for the U.S. Marshal’s Service, international petrochemical companies, and the U.S. Army Special Operations Command.

Brian has consistently focused organization attention on preparedness and emergency response. This includes overseeing threat assessments/event plans for more than 100 special events, planning for or responding to over 20 civil protests, and serving as an operations commander on five Emergency Operations Center (EOC) activations. Brian holds a CA POST Executive Certificate, has graduated from the FBI National Academy, and holds a Master’s Degree in Public Administration from Texas A&M. He has taught incident command to top level executives, and has been a responsible figure for coordinating and improving domestic preparedness capacity in three different organizations. In addition to thousands of hours of classroom training, Brian has a private pilot license and enjoys flying as a hobby.

1 City Council Special Meeting Minutes
February 28, 2023
Town of Los Altos Hills
City Council Special Meeting Minutes
Tuesday February 28, 2023
Council Chambers, 26379 Fremont Road, Los Altos Hills, California

Present: Mayor Linda Swan, Vice Mayor Stanley Q. Mok, Councilmember Lisa Schmidt, Councilmember George Tyson, Councilmember Kavita Tankha

Absent:

Staff: City Manager Peter Pirnejad, City Attorney Steve Mattas, Administrative Services Director Sarina Revillar, Management Analyst II Cody Einfalt CALL TO ORDER (9:00 A.M.)
A. Roll Call
B. Pledge of Allegiance
Mayor Swan called the meeting to order at 9:05 a.m.

1. PRESENTATIONS FROM THE FLOOR
There were no presentations from the floor.

2. NEW BUSINESS
A. Discussion and Potential City Council Action and Direction to Staff in Response to Residential Burglaries
Council Member Tankha explained that at the February 16, 2023, Regular City Council Meeting, an ad hoc subcommittee of the Council on town safety was formed.

The subcommittee members are Council Members Tankha and Tyson. That subcommittee met yesterday, and in light of the fact that there have been four more residential burglaries since the February 16th City Council Meeting, decided to call a Special City Council Meeting for today.

At the last meeting, Council directed the Sheriff to add two deputies to the evening shift, 5:00 p.m. and 12:00 a.m., which is when most burglaries have taken place. The Sheriff’s Office has not been able to fill these openings consistently. Deputies looking for additional hours may sign-up for these shifts, but it is not mandatory, so the Sheriff cannot guarantee that these two additional shifts will be filled each day.

The purpose of today’s meeting is to explore options for keeping the town safer and reducing burglaries, and to receive direction for next steps.

Attachment 5

2 City Council Special Meeting Minutes
February 28, 2023
Council Member Tyson suggested that the presentation by the City Manager and consultant be heard next.

City Manager Peter Pirnejad and Consultant Bryan Uhler shared a presentation entitled “Burglaries: Preliminary Response Concepts/Options.” City Manager Pirnejad gave an overview of Mr. Uhler’s experience and expertise and described the work and outreach that has been done since the subcommittee meeting.

Actions taken by the Town of Atherton which resulted in a reduction from 45 residential burglaries in one year to 16 in the next were reviewed. Short-, mid- and long-range options based on the Atherton Model were presented.

Council discussion ensued.

Public Comment
Public Comment is limited to items which are the subject of the Special Meeting.

Helen Lin-Murphy, Los Altos Hills, asked if staff could look into improving response times and finding ways to influence the Sheriffs priorities.

Dru Anderson, Los Altos Hills, suggested looking over various programs in town and using key pieces such as keeping properties clear 5 feet from the house like the Firewise guidelines to minimize hiding locations.

Courtenay Corrigan, Los Altos Hills, expressed that forming private neighborhood watch programs works if one has an organized neighborhood or the funds to hire private patrol. Shared that she is in favor of adding a detective due to the unique burglaries occurring.

Jim Waschura, Los Altos Hills, wanted to hear Council’s opinion on the idea of a Public Safety Committee.

Homi Fatemi, Los Altos Hills, wants to look into State and Federal resources such as a detective to limit criminal activity.

Gary Patu?, Los Altos Hills, said we need more law enforcement staff present and is in support of private patrol but believes it is the town’s responsibility.

Carol Gottlieb, Los Altos Hills, proposed that preventing parking on the pathways may reduce criminals’ ability to blend in.

Dorit Perry, Los Altos Hills, asked if burglaries occurred in vacant homes. She said that town should focus on response times. The Sheriff should focus on suspicious behavior and activities rather than traffic violations. She is in favor of hiring private security.

3 City Council Special Meeting Minutes
February 28, 2023
Shelley Osuch, Los Altos Hills, said that cameras in Carmel capture driver, car, and model and would like to see such advances in town. She was wondering if black out car tints were illegal and if the Sheriff could pull over cars with dark tints to deter criminal activity. Lastly, she mentioned notifying neighbors when burglaries occur is important to keep residents informed.

John Montrum?, Los Altos Hills, is in favor of a messaging system for residents.

He believes the town needs about 6 deputies.

Rajiv Bhateja, Los Altos Hills, shared a presentation on ALPR. He is in favor of private patrol and having a private patrol car driving around town will be a deterrent.

He proposed deploying decoy police cars that move from one place to another. He said that only 10 out of 51 burglaries in 2022 were investigated, which is less than 20%. He emphasized the need to find ways to better utilize ALPR system. He believes that we need a Public Safety Committee. He spoke to the CEO of Flock in hopes of scheduling training for deputies.

Kjell Karlsson, Los Altos Hills, said he is in favor of a Public Safety Committee. He recommended the town hire deputies based on three overtime hours rather than one full-time deputy so that their hours reflect the times we need them. Shifts of full-time deputy cannot be adjusted due to their union contract.

Jim Cruz, Los Altos Hills, is a victim of a burglary. He spoke regarding the Sheriff Department’s handling of the burglary. He said that he remembered seeing motorcycle officers with rifles and believes that made a statement and were effective.

Captain Neil Valenzuela, Santa Clara County Sheriff Department, said the contracted response times are: Priority one (ex: alarms) response time set for 9 minutes; Priority two (ex: identity theft, regular call for service) set for 14 minutes; and, Priority three (ex: cold theft, parking complaint) set for 25 minutes.

City Manager Pirnejad explained where to find Sheriff reports in City Manager’s Weekly report. The report includes every call made by the Sheriff deputies. He stated that the contract with the Sheriff Departments is on an hourly basis rather than shift basis. The Town of Los Altos Hills gets allocated a certain number of hours. Hours are assigned based on needs. Response times aren’t measured from when the call is made. He recommended having the ALPR discussion at a future Council meeting.

MOTION MADE AND SECONDED: Vice Mayor Mok moved to have the Council appropriate $150,000 from unrestricted reserves to the General Fund in order for the City Manager to elicit competitive bids and execute a contract not to exceed $150,000 for private security. The motion was seconded by Councilmember Tankha.

MOTION PASSED 3-2:

AYES: Swan, Mok, Tankha, Tyson
NOES: Schmidt, Tyson

4 City Council Special Meeting Minutes
February 28, 2023
ABSTAIN: None
RECUSE: None
ABSENT: None
MOTION MADE AND SECONDED: Councilmember Tankha moved to approve the City Manager to authorize to provide for and arrange for an additional 40 hours a week of detective time under the existing contract with an understanding that would be an overspend that would be paid to the Sheriff’s office on their normal payment schedule. The Sheriff’s office will periodically share reports on their findings. The motion was seconded by Vice Mayor Mok.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
MOTION MADE AND SECONDED: Councilmember Tankha moved to authorize the subcommittee to work with staff and our consultant to send out postcards educating our residents about what they can do to secure their homes in the short term and to undertake the Community Outreach/Education Campaign (“Atherton Model”) described in the presentation. The City Manager will return to Council with any contracts associated with this that are beyond his signing authority. The motion was seconded by Vice Mayor Mok.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
MOTION MADE AND SECONDED: Councilmember Schmidt moved that the Council add an additional Sheriff’s deputy when the contract with the Santa Clara County Sheriff Department is renegotiated. The motion was seconded by Councilmember Tyson.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None

5 City Council Special Meeting Minutes
February 28, 2023

3. ADJOURN
Pursuant to Ordinance No. 506, the Council Meeting shall adjourn no later than 10:00 p.m., unless otherwise approved by a majority of the Councilmembers present.

The meeting was adjourned at 11:55 a.m.

Respectfully submitted,
Deborah Padovan
City Clerk

TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION OF THE TOWN OF LOS ALTOS HILLS

AUTHORIZING STAFF TO ADVERTISE REQUEST FOR

PROPOSAL (RFP) FOR QUALIFIED CONSULTANTS FOR

INFORMATION TECHNOLOGY MANAGED SERVICES
FROM: Sarina Revillar, Administrative Services Director APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

Authorize staff to advertise Request for Proposals (RFP) for Information Technology Managed Services.

BACKGROUND:

In November 2021, the City of Redwood City notified the Town they are unable to renew the agreement for IT Services due to several retirements and IT projects. The Town has used the City of Redwood City since 2008 for IT Services. The City of Redwood City also provided IT Services to the Town of Portola Valley. Staff reached out to Portal Valley to recommend sharing IT Services, unfortunately, Portola Valley chose to pursue their own IT Services.

On March 16, 2022, the City of Redwood City and the Technology Committee reviewed the proposals from Eaton & Associates and Stepford, Inc and both came to the same conclusion and recommended Eaton & Associates for the Town’s IT Services for 1 year before doing a formal RFP.

On April 21, 2022, the Town approved IT Managed Services with Eaton & Associates for a 1-year contract not to exceed $153,000. Staff also conducted and developed a 3-year IT Strategic Plan to support the goals of the City Council and re-evaluate the Town’s technology needs.

DISCUSSION:

The Eaton & Associates agreement expires June 30, 2023 and it is necessary to advertise a RFP for a multiple year agreement for IT Managed Services. On March 8, 2023, at the Technology Committee meeting, feedback was provided to the staff. See redline copy of the scope of services in Attachment 1.

AGENDA ITEM #4.L
S.R.

P.P.

Staff Report to City Council Page 2
RFP for IT Services
March 16, 2023
Staff has established the following timeline for the RFP and will return to the City Council for the award of the contract.

Schedule Date
Release RFP Monday, March 20, 203
Deadline to Submit Proposer Questions Friday, March 31, 2023, 4:00 p.m. PDT Response to Questions Friday, April 7, 2023
Deadline to Submit Intent to Propose Statement Monday, April 14, 4:00 p.m. PDT Proposals Due Friday, April 21, 2023, 4:00 p.m. PDT
Town Review / Interviews April/May 2023
Vendor Award / Contract Process May 2023
Transition June/July 2023
ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act. 2023 CITY COUNCIL WORKPLAN:

Advertise and Award contract for IT Services was identified as one of the goals under the Value/Priority Area named Increase Effective Service Delivery & Governance in the Council adopted 2023 Workplan.

FISCAL IMPACT:

There is no fiscal impact for the issuance of this RFP. Once the contract is awarded, the appropriation will be included in the FY2023-24 Operating Budget.

ATTACHMENTS:

1. Resolution-Scope of Services Redline

2. Scope of Services Clean Copy

RESOLUTION No. xx-23

RESOLUTION AUTHORIZING STAFF TO AUTHORIZE REQUEST FOR

PROPOSALS (RFP) FOR QUALIFIED CONSULTANTS FOR INFORMATION

TECHNOLOGY MANAGED SERVICES
WHEREAS, the Town of Los Altos Hills adopted a resolution for FY2022-23 with a 1-year agreement with Eaton & Associates for IT Managed Services; and WHEREAS, the IT Managed Services agreement will expire June 30, 2022; and WHEREAS, the scope of services (Attachment 1) will be included in the Request for Proposals (RFP) ; and
NOW THEREFORE, The Administrative Services Director is hereby authorized to advertise the request for proposals for consultant services to provide information technology managed services.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 16th day of March 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY: _______________________________
Linda Swan, Mayor
ATTEST:
______________________________
Deborah Padovan, City Clerk
Attachment 1

1 EXHIBIT A
Scope of Services
1 General Support

1.1 Contractor will provide support for the Town desktop computers and desktop applications.

What about integration of mobile devices with desktop applications?

1.2 Contractor will work with vendors for application issues beyond routine troubleshooting procedures and for non-standard, unique third-party software that the Town utilizes.

1.3 Contractor will provide 24/7 support for all Windows and Linux based server(s), including virtual servers and cloud-based infrastructure.

1.4 Contractor will provide 24/7 management and monitoring of the network infrastructure.

1.5 Contractor will provide 24/7 network security and cyber security monitoring and management.

1.6 Contractor will provide centralized security patches/updates and firmware process.

1.7 Contractor will assist and help plan a cybersecurity audit based on principles outlined by the State of California (https://cdt.ca.gov/security/information-security-program-audit-services/)

1.61.8Contractor will evaluate steps recommended by CISA to prevent ransomware attacks (https://www.cisa.gov/stopransomware/resources)

1.9 Contractor will evaluate and recommend technology upgrades to the Town as needed to improve performance, security, reliability, etc. The Town will act as the final decision maker for any proposed upgrades.

1.71.10 Contractor will undertake a study to evaluate how the Town’s in-house infrastructure can be migrated to the cloud for increased security, determine cost tradeoffs, ease of use and better scalability
(https://governmenttechnologyinsider.com/why-local-governments-should-migrategovernment-to-the-cloud/)

1.81.11 Contractor will identify, evaluate, and recommend any third-party software tools that Town will be required to procure. The Town will act as the final decision maker for any software licensed by, or for, the Town, procured with Town funds, or required to be reimbursed with Town funds.

1.91.12 Acceptance Testing and Documentation of Procedures. Following the completion by Contractor of any deliverables required by this Agreement that result in operational changes or new processes, Town will test each process/procedure in accordance with standard industry procedures, noting in writing whether the deliverable will be accepted (final acceptance) or if modifications are required. Following final acceptance by Town, Contractor will provide written documentation procedures within thirty (30) calendar days of the effective date of final acceptance.

1.101.13 Contractor Staffing: Contractor will provide technical staff that are knowledgeable and trained to carry out this Scope and Services. Based on ongoing IT needs, staffing levels may change upon mutual agreement between Contractor and Town. Managed Service staffing includes:

1.10.11.13.1 Dedicated Account Manager - Act as the main point of contact between Contractor and Town.

1.10.21.13.2 Desktop and Server Engineer - Technical skills necessary to support current and future Town desktop, mobile and peripheral infrastructure.

Formatted: Not Expanded by / Condensed by
Formatted: Not Expanded by / Condensed by
Attachment 2

2 1.10.31.13.3 Systems and Network Engineer - Technical engineering support for the Town's servers and network infrastructure and cloud-based systems.

1.10.41.13.4 Chief Technology Officer / Director of IT - Serve as the Senior Engineer, Strategist and Technology Consultant to the Town.

1.10.51.13.5 Project Manager – will provide tools, documents, techniques, and resources to support managed services and approved projects.

1.10.61.13.6 Continuing Education and Training – Contractor will ensure all staff complete all necessary training and credentialing to provide this Agreement’s services.

1.111.14 Town Resources
The Town will provide Contractor with resources as needed to carry out services such as

3 facilities access, server, and network access, and temporary workstations. The Town will respond as quickly and completely as possible to enquires made by the Contractor.

Contractor will communicate in advance to the Town when assistance is required.

Town will provide a designated point of contact for Contractor. 2 Service Delivery Areas
(1) Base Services
(2) Desktop and Server Services
(3) Network and Security Services

2.1 Services not included are related to the implementation of new infrastructure or new software systems/solutions. Contractor will provide cost estimates to the Town for all none- included services as needed. The cost estimate should be itemized with descriptions of each item.
3 Base Services

3.1 Purchasing

3.1.1 Contractor will be responsible for making recommendations on IT-related equipment (hardware) and software and coordinating with vendors as requested, Town will make purchase.

3.1.2 Contractor will be responsible for obtaining quotes for maintenance or warranty renewals and reviewing the terms and conditions of the Town's maintenance and support agreements. Contractor will follow all Town purchasing policies. The Town will act as the final decision maker for any hardware or software purchases made on behalf of the Town, procured with Town funds, or required to be reimbursed with Town funds.

3.1.3 All hardware and software purchases will be updated in an asset database with serial numbers, warranties, and expiration dates and will be reflected in the annual Tech Audit.

3.2 Project Management and Delivery

3.2.1 Contractor will deliver and manage projects with a high level of professionalism and skill to ensure timelines, scope and budgets are adhered to.

3.2.2 Contractor will provide a consistent methodology for all technology projects (i.e., planned during the yearly budget process, ad hoc projects) to ensure successful projects.

3.2.3 At Town”s's sole discretion, new technology or application implementation requiring project management and services, maybe sole-sourced to the Contractor or maybe submitted for outside bids.

3.3 Documentation

3.3.1 Contractor will create and maintain accurate and updated technology documentation, including, but not limited to:

3.3.1.1 Device configuration version control

3.3.1.2 Change control documentation, including thorough test plans.

3.3.1.3 Standard procedures (i.e., patch management)

3.3.1.4 Updated equipment/application/warranty/license lists.

3.3.1.5 Vendor contact list

4 3.4 Service Level Metrics, Availability and Response Times

3.4.1 Support Tracking
Contractor will utilize an interactive ticketing system that tracks each ticket from initiation to completion. The system will serve as the central communication hub between the Contractor's helpdesk and Town users. In addition, the Contractor will provide a weekly report on outstanding support tickets to the Town as well as a secure web portal where tickets can be viewed by the Town in real-time

3.4.2 Service Levels aims to ensure that the Contractor meets Town's business requirements for availability, reliability, and secure services that are backed by service levels. By meeting these objectives, Town aims to:
• ensure end-user experience and productivity
• standardize hardware and software environments
• ensure security, data management, and backup
• ensure asset management and control

3.4.3 Contractor will follow industry best practices, specifically the "Service Operation" standards outlined by the Information Technology Infrastructure Library (ITIL).

Contractor will use processes governed by a Service Level Matrix ("SLM") and a set of Service Level Objectives ("SLOs") to identify incidents (i.e., alerts and/or events), define each incident's priority level (defined by that incident's urgency and impact), respond to incidents in order of priority, and ultimately resolve incidents as quickly as possible.

Service Type Service Delivery
Regular Service
7:00am to 6:00pm, Monday -
Friday
Help Desk hours are defined as 7:00am
to 6:00 pm Monday through Friday
except for Town holidays.

Network support 24X7X365 is included in
pricing.

After Hours
Service (desktop
services only)
After 6:00 pm and before 7:00
am after hours of service
Monday – Friday
All hours Saturday, Sunday
Desktop support performed by
Contractor outside the normal business
hours, on weekends or holidays will be
billed at the appropriate overtime rates
(see contract)
Table 1 - Service Level Metrics / Objectives
P1 – Critical P2 – Important P3 – Normal P4 – Low
Metric Objective Objective Objective Objective
AvailabilityNetworkSupport
Operations
24x7x365 24x7x365 24x7x365 24x7x365
AvailabilityHelpdesk 24x7x365 24x7x365 24x7x365 Regular Service Hours

5 Acknowledgement 15 minutes 15 minutes 30 minutes 30 minutes Status Updates 30 minutes 2 hours 8 hours 12 hours
Resolution Plan < 4 hours < 8 hours < 8 hours/NBD < 3 days Resolution Time
90% resolved
in less than 4
hours
90% resolved
in less than 8
hours
75% resolved in
less than 16
business hours
75% resolved in less
than 1 week
Table 2- Priority Levels
Incident
Priority
Definition
P1 – Critical Typically, an emergency incident affecting all or most users and that is halting the use of critical "line of business" applications and/or access to the network or a data/security breach.

Examples: Email server(s) not sending/receiving email, Internet connection down, database server appears offline, etc.

P2 –
Important
Likely affecting multiple users and impairing access to one or more critical business applications, though, not resulting in a complete stoppage of work.

Examples: Slow/intermittent Internet connectivity, backup failures, imminent server crash due to lack of hard disk space, etc.

P3 - Normal Typically affecting between 1 and 5 users and generally non-critical in nature.

Workarounds are likely available.

Examples: User cannot print to a network printer, user's domain account locked due to unsuccessful password entries, a user has deleted an email by accident and wants it restored, etc.

P4 - Low The problem affects no more than a few users and is typically non-business impacting. Workarounds available.

Examples: User has some "dead pixels" on her monitor, user application displaying persistent error messages with no impact to use of the application, occasional static heard on a particular VoIP phone, etc.

3.4.4 Contractor will deliver a monthly report (SLO Report) documenting performance according to the agreed-upon service levels set forth above. Any SLA that is not met will require a remediation plan included in the SLA Report that will be implemented in less than 30 days

3.5 Account Administration, Management, and Reporting
Contractor is responsible for maintaining a high level of service and accurate reporting on that service. Account administration includes, but is not limited to, the following services and reports:

3.5.1 Prepare and deliver Service Level Objectives Reports (monthly)

3.5.2 Help Desk tickets or reported incidents that have been open more than three days can be escalated by the Town via the real-time portal and will be included in the bi-weekly meetings and monthly ticket reports.

6 3.5.3 Summary report of all tickets opened, closed, or worked during the month, with a status for each.

3.5.4 Prepare and provide monthly, quarterly, and annual Customer Satisfaction reports based on the responses from closed tickets.

3.5.5 Perform Annual Technology Audit to include the current state of all hardware, software, licenses, vendors, diagrams, and recommendations for improvements, innovation, new technology, including improvement and sustainability projects As part of this audit, the Contractor should present the Town with all upcoming hardware and software technologies that will help improve the performance of Town's hardware and software, which will eventually help improve Town's services.

3.5.6 Attend IT meetings (quarterly) on-site or via teleconference with department IT user group and or Executive Team.

3.5.7 Conduct bi-weekly IT status update meetings with Town designated point of contact

3.5.8 Provide status of service request or project (as needed)

3.5.9 Decommission and remove hardware, including hard drives in compliance with DOJ/CJIS policies.

3.6 Asset Management Services include:

3.6.1.1 Physical inventory

3.6.1.2 Asset receiving

3.6.1.3 Asset tracking

3.6.1.4 Software license management

3.6.1.5 Asset cascading and disposal

3.7 Change Management

3.7.1 Managing and minimizing disruption to end-users is critical in delivering high levels of customer service. Therefore, Contractor will utilize a Change Management methodology to support the Town. The change control structure will include roles and responsibilities, required inputs and outputs, and communication requirements. Identify any areas where specific processes or procedures needs to be adhered (e.g., application vs. infrastructure).

3.8 Transition/Onboarding

3.8.1 The Contractor will provide onboarding and transition services by working closely with Town contacts and existing IT providers to ensure the Town’s systems and technology works seamlessly.

3.8.2 Contractor will conduct a security assessment and provide a report to the Town of findings and recommendations to ensure the Town’s system are secure and stable.

3.8.3 Contractor will meet weekly during the first 100 days with the Town.

3.8.33.8.4 Contractor commits to supporting a smooth handoff with any other IT Contractor or Agent designated by the Town, during the term of the contract, or related to end of the contract. Contractor agrees that any final payments owed may be withheld pending completion of successful transition. Transition includes (but is not limited to) walk-throughs, documentation, access credentials, and operating practices to enable the other IT Contractor or Agent to provide needed services.

Formatted: Not Expanded by / Condensed by

7 4 Desktop and Server (Intel based) Services

4.1 Help Desk management, maintenance, and monitoring activities for the operation and performance of network equipment, desktops, peripherals, and telephone equipment.

8 4.2 Contractor will provide a full-service Help Desk from 7:00 a.m. to 6:00 p.m., with ability to provide on-site resources (as needed) Monday through Friday that will include escalation resources, as well as 24 hour on-call resources for urgent priorities that may need immediate response on-site and/or remotely.

4.3 Contractor will provide support for Microsoft Windows, Microsoft Office (multiple versions), Microsoft Server (multiple OS versions). What about MacOS?

4.4 Contractor will provide support for Town email services (Exchange 2019 and Office365)

4.5 Contractor will manage all aspects of Help Desk service delivery as a single point of contact, including:

4.5.1 All problem resolution (Tier 1, 2, 3)

4.5.2 Service request tracking

4.5.3 Problem management

4.5.4 Call escalation management

4.5.5 Dispatch

4.5.6 Knowledge management

4.5.7 Self help

4.5.8 New Employee Onboarding / training on how to use the help desk.

4.5.9 Manage the team providing services to Town.

4.5.10 Manage the performance of Contractor's personnel and services and continually seek opportunities to enhance and improve performance.

4.5.11 The Town, working with the Contractor, will set or change the priorities of tickets.

4.5.12 A maximum of two Town staff requires the ability to adjust priorities within the ticketing system.

4.5.13 Provide Town monthly service level reports and access to the help desk portal.

4.5.14 Staff may participate in receiving alerts and alarms. (e.g., Wi-Fi, server room temperature, hardware issues)

4.6 Operations will be focused on delivering exceptional customer service. The Contractor will be required to measure and monitor customer service and provide monthly reports on customer service delivery. The contractor will also provide a process for customer service escalations and remediation.

4.7 Desktop Hardware / Software Maintenance Support

4.7.1 Service provided in this area supports desktops hardware and software, laptops hardware and software, and the peripheral devices attached to them. A wide variety of applications are in use across the departments.

4.7.2 Desktop Client Services include:

4.7.2.1 Hardware break/fix

4.7.2.2 Software break/fix

4.7.2.3 Peripheral break/fix (i.e., printers, scanners, copiers, fax, audio/visual equipment Note: Contractor will not be expected to fix a/v related equipment (e.g., Crestron) but rather help diagnose issues and if necessary, recommend replacement hardware. Contractor will coordinate with the Town’s preferred vendor for copier and printer repairs and maintenance.)

9 4.7.2.4 Technology refresh (includes planning and coordination with Town staff).

Included in annual costs is planned technology refreshes for existing equipment (e.g., computers, laptops, servers, printers, switches, firewalls)

4.7.2.5 Training room setup (setup equipment in miscellaneous locations, as needed)

4.7.2.6 Installations, moves, adds, and changes.

4.7.2.7 Troubleshoot and fix desktop (on site or remotely) and network issues.

4.7.2.8 Provide support to Emergency Operation Center (EOC) to ensure network connectivity to EOC internet connection and phone lines.

4.7.3 Desktop Application Services include:

4.7.3.1 Basic troubleshooting/connectivity to support all Town applications.

4.7.3.2 Image management

4.7.3.3 Patch management (all applications)

4.7.3.4 Provide and maintain security on all endpoints (antivirus)

4.7.3.4.1 Implement antivirus automated scheduled scans and automatic definition updates (no manual updates or scan)

4.7.3.5 Electronic software distribution

4.7.3.6 Integration and testing

4.7.3.7 Support laptops, tablets, iPads and mobile devices (cell/smart phones)

4.8 Third-Party Software Support

4.8.1 The contractor will provide basic support of all third-party business application used by the Town.

4.8.2 Basic support could include connectivity to the application, potential account setup, and upgrade support.

4.8.3 Provide support to miscellaneous utility software (i.e., Adobe, Cisco WebEx, Zoom, SeeClickFix, Scanner/OCR, Fuel System, label, Shortel communicator)

4.8.4 Town Website Support will be provided on a best effort basis and coordinate with the Town’s webmaster as required.

4.8.5 Contractor will provide administrative support for the entire Office365 environment licensed by the Town.

4.8.54.8.6 Contractor will evaluate any software for any security vulnerabilities due to software supply chain issues, encryption of sensitive data and robust access control requirements

4.9 Microsoft Server Administration and Security

4.9.1 This section includes the maintenance of all aspects of server security, incident management, virus and malware protection, access control, and auditing.

4.9.2 Contractor responsibilities include, but are not limited to:

4.9.2.1 Microsoft server administration: with access provided by Town, set up users, manage access to resources (file shares/printers), and implement security for each per Town requirements.

4.9.2.2 Provide server-side support for print queues, end users with printer issues and coordinate with Town’s managed printer vendor.

4.9.2.3 Provide all support for VMWare Hyper Converged Server Environment

4.9.2.4 As needed support VoIP (i.e., networking Town utilizes Mitel/Shortel Communicator)

4.9.2.5 Provide and support an antivirus solution (solution requires approval by

10 Town)

11 4.9.2.6 Ensure Town security policies are enforced on endpoints.

4.9.2.7 Perform regular maintenance and auditing to ensure security on all devices.

4.9.2.8 Monitor and respond to logs on endpoints, antivirus, patching.

4.9.2.9 Ensure servers and devices have the latest available security patches and firmware installed.

4.9.2.10 Implement a remote access tool to maintain a secure remote access environment using appropriate technologies.

4.9.2.11 Provide remote access administration that comply with Town policies.

4.9.2.12 Support and maintain Active Directory and Group Policies

4.9.2.13 Apply and maintain Town policies for file system security and user access.

4.9.2.14 Assist with the development of new IT related policies and the updating of existing policies as needed.

4.9.3 Storage, Backup & Disaster Recovery

4.9.3.1 Support storage environment

4.9.3.2 Contractor will manage and ensure the recoverability of all Town data based on agreed upon backup and retention schedules.

4.9.3.3 Provide all support related to backup solutions including but not limited to:
• Manage backup system and Storage Area Network (SAN)
• Perform backups and snapshots in accordance with established backup schedule.
• Maintain backup software and infrastructure.
• Perform file and database recovery from backup media or snapshots and as requested; perform monthly backup recovery testing.
• Manage and monitor location of all backup media in accordance with media retention schedule.
• Schedule transport and destruction requests
• Perform and document annual backup media disaster recovery test.

4.9.4 Implement, maintain and perform monthly testing of automatic failover for critical server infrastructure and applications

4.9.44.9.5 Secure Large File Transfer Services
• Contractor will provide support to assist with large file transfers. 5 Network and Security Services
What about developing a comprehensive security strategy that ensures protection – is that within the scope of the Contractor services?

5.1 Contractor will provide 24x7x365 network and security services.

5.2 Contractor will manage the Town's network and provide network engineering, administration, maintenance, and projects services.

5.3 Contractor will provide a next generation security information and event management (SIEM) networking management and monitoring software system.

5.4 Network administration includes maintaining and monitoring the communication through the Town network, ensuring optimal performance. This includes but is not limited to document and support of the firewalls, switches, and VLANs.

5.5 Security administration includes the maintenance of all aspects of information security, incident management, firewall services, anti-virus services, intrusion protection, Formatted: Indent: Left: 0.38", Space Before: 1 pt, No
bullets or numbering, Tab stops: 1.58", Left + 1.58", Left + Not at 0.48" + 0.48"
Formatted: Not Expanded by / Condensed by

12 penetrating services, system security and auditing.

13 5.6 The communication/network responsibilities include regular patching, updates, firmware and service pack updates, network operating system upgrades, and the monitoring, maintaining, and optimizing of all the services and devices. The network projects include documenting and ensuring standardizations across the network (e.g., VLANS, device management).

5.7 The network services will also include maintaining the current environment, as well as changes and improvements to existing operations, including new capabilities. Network services changes will be scheduled in advance (unless needed for security or other emergency purposes).

5.8 The responsibilities include, but are not limited to:

5.8.1 Maintain all firewall, routers, switches, and VPNs; provide network design and engineering expertise to maintain network.

5.8.2 Maintaining all WAPs with the assistance of current third-party maintenance provider

5.8.3 Evaluating and applying security patches and upgrades

5.8.4 Monitoring network performance and capaTown

5.8.5 Identifying potential limitations before traffic on the network increases to the point that it affects system performance.

5.8.6 Supporting as needed the VoIP infrastructure (connectively issues) and coordinate as needed with current third-party maintenance provider.

5.8.7 Keeping inventory and maintenance records for all network equipment and ensuring documentation and recoverability of network device configurations

5.8.8 Providing or scheduling repairs and maintenance necessary to continue operations and meet approved service levels.

5.8.9 Timely coordination and communication with Town Town staff regarding maintenance and upgrades to minimize impact to Town operations.

5.8.10 Diagnosing, investigating, and identifying root cause to network problems; recommend and implement fixes.

5.8.11 Integration with other Agencies / Applications

5.8.12 Ensure applications are available for internal/external access.

5.8.13 Maintain security settings, software, and firmware on all network equipment, computers, and laptops.

5.8.14 Utilize NIST security framework and standards to manage the Town's network security program.

5.8.15 Network diagrams

5.8.15.1 The documentation will be audited and inventoried on an annual basis. A quarterly update will be sent to the designated IT contact for review.

Formatted: Indent: Left: 1.08", No bullets or numbering

14 Need an IT disposition section that requires R2 certified firm to handle ewaste Some background info:

The R2 Standard
The R2 Standard focuses on the performance of electronics recyclers in the areas of:
• Environmental and public health
• Worker health and safety
• Security (data and facility)
• The whole of the recycling process and chain of custody of materials through final disposition Companies choose an R2-certified ITAD provider because they are guaranteed compliance to environmental and government regulations and proper recycling of obsolete IT equipment. An R2 certification addresses all areas of concern from data breach due to improperly discarded IT equipment to reuse and remarketing.

What can an R2-certified ITAD provider do for your assets? ITAD organizations can assess each piece of equipment to determine the value of resale or if it would be more beneficial to recycle. HOBI International is an expert at providing the best practices in IT asset management and ITAD services. Our professionals construct individual plans for each client in order to optimize their ROI.

Some companies are not comfortable with their sensitive information leaving their building, so the HOBI team is successful at providing the highest level of security when conducting on-site data erasure or data destruction and even secured transportation. Data security experts are trained to perform data destruction at the same level that is accomplished off-site at an ITAD facility.

Without a secure and reliable outlet for data destruction, devices containing sensitive company information could easily get out of your control. Leave it to the experts in IT asset management and ITAD.

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HOBI International’s locations nationwide are trusted R2-certified ITAD providers. Contact an R2-certified IT asset management and ITAD provider for the best practices in data erasure of your IT equipment.

5.8.15.1 Formatted: Normal, Right: 0", Space Before: 0 pt, Line spacing: single, No bullets or numbering, Tab stops: Not at

1.28"

1 EXHIBIT A
Scope of Services
1 General Support

1.1 Contractor will provide support for the Town desktop computers and desktop applications.

1.2 Contractor will work with vendors for application issues beyond routine troubleshooting procedures and for non-standard, unique third-party software that the Town utilizes.

1.3 Contractor will provide 24/7 support for all Windows and Linux based server(s), including virtual servers.

1.4 Contractor will provide 24/7 management and monitoring of the network infrastructure.

1.5 Contractor will provide 24/7 network security and cyber security monitoring and management.

1.6 Contractor will provide centralized security patches/updates and firmware process.

1.7 Contractor will evaluate and recommend technology upgrades to the Town as needed to improve performance, security, reliability, etc. The Town will act as the final decision maker for any proposed upgrades.

1.8 Contractor will identify, evaluate, and recommend any third-party software tools that Town will be required to procure. The Town will act as the final decision maker for any software licensed by, or for, the Town, procured with Town funds, or required to be reimbursed with Town funds.

1.9 Acceptance Testing and Documentation of Procedures. Following the completion by Contractor of any deliverables required by this Agreement that result in operational changes or new processes, Town will test each process/procedure in accordance with standard industry procedures, noting in writing whether the deliverable will be accepted (final acceptance) or if modifications are required. Following final acceptance by Town, Contractor will provide written documentation procedures within thirty (30) calendar days of the effective date of final acceptance.

1.10 Contractor Staffing: Contractor will provide technical staff that are knowledgeable and trained to carry out this Scope and Services. Based on ongoing IT needs, staffing levels may change upon mutual agreement between Contractor and Town. Managed Service staffing includes:

1.10.1 Dedicated Account Manager - Act as the main point of contact between Contractor and Town.

1.10.2 Desktop and Server Engineer - Technical skills necessary to support current and future Town desktop, mobile and peripheral infrastructure.

1.10.3 Systems and Network Engineer - Technical engineering support for the Town's servers and network infrastructure.

1.10.4 Chief Technology Officer / Director of IT - Serve as the Senior Engineer, Strategist and Technology Consultant to the Town.

1.10.5 Project Manager – will provide tools, documents, techniques, and resources to support managed services and approved projects.

1.10.6 Continuing Education and Training – Contractor will ensure all staff complete all necessary training and credentialing to provide this Agreement’s services.

1.11 Town Resources
The Town will provide Contractor with resources as needed to carry out services such as

2 facilities access, server, and network access, and temporary workstations. The Town will respond as quickly and completely as possible to enquires made by the Contractor.

Contractor will communicate in advance to the Town when assistance is required.

Town will provide a designated point of contact for Contractor. 2 Service Delivery Areas
(1) Base Services
(2) Desktop and Server Services
(3) Network and Security Services

2.1 Services not included are related to the implementation of new infrastructure or new software systems/solutions. Contractor will provide cost estimates to the Town for all none- included services as needed. The cost estimate should be itemized with descriptions of each item.
3 Base Services

3.1 Purchasing

3.1.1 Contractor will be responsible for making recommendations on IT-related equipment (hardware) and software and coordinating with vendors as requested, Town will make purchase.

3.1.2 Contractor will be responsible for obtaining quotes for maintenance or warranty renewals and reviewing the terms and conditions of the Town's maintenance and support agreements. Contractor will follow all Town purchasing policies. The Town will act as the final decision maker for any hardware or software purchases made on behalf of the Town, procured with Town funds, or required to be reimbursed with Town funds.

3.1.3 All hardware and software purchases will be updated in an asset database with serial numbers, warranties, and expiration dates and will be reflected in the annual Tech Audit.

3.2 Project Management and Delivery

3.2.1 Contractor will deliver and manage projects with a high level of professionalism and skill to ensure timelines, scope and budgets are adhered to.

3.2.2 Contractor will provide a consistent methodology for all technology projects (i.e., planned during the yearly budget process, ad hoc projects) to ensure successful projects.

3.2.3 At Town”s's sole discretion, new technology or application implementation requiring project management and services, maybe sole-sourced to the Contractor or maybe submitted for outside bids.

3.3 Documentation

3.3.1 Contractor will create and maintain accurate and updated technology documentation, including, but not limited to:

3.3.1.1 Device configuration version control

3.3.1.2 Change control documentation, including thorough test plans.

3.3.1.3 Standard procedures (i.e., patch management)

3.3.1.4 Updated equipment/application/warranty/license lists.

3.3.1.5 Vendor contact list

3 3.4 Service Level Metrics, Availability and Response Times

3.4.1 Support Tracking
Contractor will utilize an interactive ticketing system that tracks each ticket from initiation to completion. The system will serve as the central communication hub between the Contractor's helpdesk and Town users. In addition, the Contractor will provide a weekly report on outstanding support tickets to the Town as well as a secure web portal where tickets can be viewed by the Town in real-time

3.4.2 Service Levels aims to ensure that the Contractor meets Town's business requirements for availability, reliability, and secure services that are backed by service levels. By meeting these objectives, Town aims to:
• ensure end-user experience and productivity
• standardize hardware and software environments
• ensure security, data management, and backup
• ensure asset management and control

3.4.3 Contractor will follow industry best practices, specifically the "Service Operation" standards outlined by the Information Technology Infrastructure Library (ITIL).

Contractor will use processes governed by a Service Level Matrix ("SLM") and a set of Service Level Objectives ("SLOs") to identify incidents (i.e., alerts and/or events), define each incident's priority level (defined by that incident's urgency and impact), respond to incidents in order of priority, and ultimately resolve incidents as quickly as possible.

Service Type Service Delivery
Regular Service
7:00am to 6:00pm, Monday -
Friday
Help Desk hours are defined as 7:00am
to 6:00 pm Monday through Friday
except for Town holidays.

Network support 24X7X365 is included in
pricing.

After Hours
Service (desktop
services only)
After 6:00 pm and before 7:00
am after hours of service
Monday – Friday
All hours Saturday, Sunday
Desktop support performed by
Contractor outside the normal business
hours, on weekends or holidays will be
billed at the appropriate overtime rates
(see contract)
Table 1 - Service Level Metrics / Objectives
P1 – Critical P2 – Important P3 – Normal P4 – Low
Metric Objective Objective Objective Objective
AvailabilityNetworkSupport
Operations
24x7x365 24x7x365 24x7x365 24x7x365
AvailabilityHelpdesk 24x7x365 24x7x365 24x7x365 Regular Service Hours

4 Acknowledgement 15 minutes 15 minutes 30 minutes 30 minutes Status Updates 30 minutes 2 hours 8 hours 12 hours
Resolution Plan < 4 hours < 8 hours < 8 hours/NBD < 3 days Resolution Time
90% resolved
in less than 4
hours
90% resolved
in less than 8
hours
75% resolved in
less than 16
business hours
75% resolved in less
than 1 week
Table 2- Priority Levels
Incident
Priority
Definition
P1 – Critical Typically, an emergency incident affecting all or most users and that is halting the use of critical "line of business" applications and/or access to the network or a data/security breach.

Examples: Email server(s) not sending/receiving email, Internet connection down, database server appears offline, etc.

P2 –
Important
Likely affecting multiple users and impairing access to one or more critical business applications, though, not resulting in a complete stoppage of work.

Examples: Slow/intermittent Internet connectivity, backup failures, imminent server crash due to lack of hard disk space, etc.

P3 - Normal Typically affecting between 1 and 5 users and generally non-critical in nature.

Workarounds are likely available.

Examples: User cannot print to a network printer, user's domain account locked due to unsuccessful password entries, a user has deleted an email by accident and wants it restored, etc.

P4 - Low The problem affects no more than a few users and is typically non-business impacting. Workarounds available.

Examples: User has some "dead pixels" on her monitor, user application displaying persistent error messages with no impact to use of the application, occasional static heard on a particular VoIP phone, etc.

3.4.4 Contractor will deliver a monthly report (SLO Report) documenting performance according to the agreed-upon service levels set forth above. Any SLA that is not met will require a remediation plan included in the SLA Report that will be implemented in less than 30 days

3.5 Account Administration, Management, and Reporting
Contractor is responsible for maintaining a high level of service and accurate reporting on that service. Account administration includes, but is not limited to, the following services and reports:

3.5.1 Prepare and deliver Service Level Objectives Reports (monthly)

3.5.2 Help Desk tickets or reported incidents that have been open more than three days can be escalated by the Town via the real-time portal and will be included in the bi-weekly meetings and monthly ticket reports.

5 3.5.3 Summary report of all tickets opened, closed, or worked during the month, with a status for each.

3.5.4 Prepare and provide monthly, quarterly, and annual Customer Satisfaction reports based on the responses from closed tickets.

3.5.5 Perform Annual Technology Audit to include the current state of all hardware, software, licenses, vendors, diagrams, and recommendations for improvements, innovation, new technology, including improvement and sustainability projects As part of this audit, the Contractor should present the Town with all upcoming hardware and software technologies that will help improve the performance of Town's hardware and software, which will eventually help improve Town's services.

3.5.6 Attend IT meetings (quarterly) on-site or via teleconference with department IT user group and or Executive Team.

3.5.7 Conduct bi-weekly IT status update meetings with Town designated point of contact

3.5.8 Provide status of service request or project (as needed)

3.5.9 Decommission and remove hardware, including hard drives in compliance with DOJ/CJIS policies.

3.6 Asset Management Services include:

3.6.1.1 Physical inventory

3.6.1.2 Asset receiving

3.6.1.3 Asset tracking

3.6.1.4 Software license management

3.6.1.5 Asset cascading and disposal

3.7 Change Management

3.7.1 Managing and minimizing disruption to end-users is critical in delivering high levels of customer service. Therefore, Contractor will utilize a Change Management methodology to support the Town. The change control structure will include roles and responsibilities, required inputs and outputs, and communication requirements. Identify any areas where specific processes or procedures needs to be adhered (e.g., application vs. infrastructure).

3.8 Transition/Onboarding

3.8.1 The Contractor will provide onboarding and transition services by working closely with Town contacts and existing IT providers to ensure the Town’s systems and technology works seamlessly.

3.8.2 Contractor will conduct a security assessment and provide a report to the Town of findings and recommendations to ensure the Town’s system are secure and stable.

3.8.3 Contractor will meet weekly during the first 100 days with the Town. 4 Desktop and Server (Intel based) Services

4.1 Help Desk management, maintenance, and monitoring activities for the operation and performance of network equipment, desktops, peripherals, and telephone equipment.

6 4.2 Contractor will provide a full-service Help Desk from 7:00 a.m. to 6:00 p.m., with ability to provide on-site resources (as needed) Monday through Friday that will include escalation resources, as well as 24 hour on-call resources for urgent priorities that may need immediate response on-site and/or remotely.

4.3 Contractor will provide support for Microsoft Windows, Microsoft Office (multiple versions), Microsoft Server (multiple OS versions)

4.4 Contractor will provide support for Town email services (Exchange 2019 and Office365)

4.5 Contractor will manage all aspects of Help Desk service delivery as a single point of contact, including:

4.5.1 All problem resolution (Tier 1, 2, 3)

4.5.2 Service request tracking

4.5.3 Problem management

4.5.4 Call escalation management

4.5.5 Dispatch

4.5.6 Knowledge management

4.5.7 Self help

4.5.8 New Employee Onboarding / training on how to use the help desk.

4.5.9 Manage the team providing services to Town.

4.5.10 Manage the performance of Contractor's personnel and services and continually seek opportunities to enhance and improve performance.

4.5.11 The Town, working with the Contractor, will set or change the priorities of tickets.

4.5.12 A maximum of two Town staff requires the ability to adjust priorities within the ticketing system.

4.5.13 Provide Town monthly service level reports and access to the help desk portal.

4.5.14 Staff may participate in receiving alerts and alarms. (e.g., Wi-Fi, server room temperature, hardware issues)

4.6 Operations will be focused on delivering exceptional customer service. The Contractor will be required to measure and monitor customer service and provide monthly reports on customer service delivery. The contractor will also provide a process for customer service escalations and remediation.

4.7 Desktop Hardware / Software Maintenance Support

4.7.1 Service provided in this area supports desktops hardware and software, laptops hardware and software, and the peripheral devices attached to them. A wide variety of applications are in use across the departments.

4.7.2 Desktop Client Services include:

4.7.2.1 Hardware break/fix

4.7.2.2 Software break/fix

4.7.2.3 Peripheral break/fix (i.e., printers, scanners, copiers, fax, audio/visual equipment Note: Contractor will not be expected to fix a/v related equipment (e.g., Crestron) but rather help diagnose issues and if necessary, recommend replacement hardware. Contractor will coordinate with the Town’s preferred vendor for copier and printer repairs and maintenance.)

7 4.7.2.4 Technology refresh (includes planning and coordination with Town staff).

Included in annual costs is planned technology refreshes for existing equipment (e.g., computers, laptops, servers, printers, switches, firewalls)

4.7.2.5 Training room setup (setup equipment in miscellaneous locations, as needed)

4.7.2.6 Installations, moves, adds, and changes.

4.7.2.7 Troubleshoot and fix desktop (on site or remotely) and network issues.

4.7.2.8 Provide support to Emergency Operation Center (EOC) to ensure network connectivity to EOC internet connection and phone lines.

4.7.3 Desktop Application Services include:

4.7.3.1 Basic troubleshooting/connectivity to support all Town applications.

4.7.3.2 Image management

4.7.3.3 Patch management (all applications)

4.7.3.4 Provide and maintain security on all endpoints (antivirus)

4.7.3.4.1 Implement antivirus automated scheduled scans and automatic definition updates (no manual updates or scan)

4.7.3.5 Electronic software distribution

4.7.3.6 Integration and testing

4.7.3.7 Support laptops, tablets, iPads and mobile devices (cell/smart phones)

4.8 Third-Party Software Support

4.8.1 The contractor will provide basic support of all third-party business application used by the Town.

4.8.2 Basic support could include connectivity to the application, potential account setup, and upgrade support.

4.8.3 Provide support to miscellaneous utility software (i.e., Adobe, Cisco WebEx, Zoom, SeeClickFix, Scanner/OCR, Fuel System, label, Shortel communicator)

4.8.4 Town Website Support will be provided on a best effort basis and coordinate with the Town’s webmaster as required.

4.8.5 Contractor will provide administrative support for the entire Office365 environment licensed by the Town.

4.9 Microsoft Server Administration and Security

4.9.1 This section includes the maintenance of all aspects of server security, incident management, virus and malware protection, access control, and auditing.

4.9.2 Contractor responsibilities include, but are not limited to:

4.9.2.1 Microsoft server administration: with access provided by Town, set up users, manage access to resources (file shares/printers), and implement security for each per Town requirements.

4.9.2.2 Provide server-side support for print queues, end users with printer issues and coordinate with Town’s managed printer vendor.

4.9.2.3 Provide all support for VMWare Hyper Converged Server Environment

4.9.2.4 As needed support VoIP (i.e., networking Town utilizes Mitel/Shortel Communicator)

4.9.2.5 Provide and support an antivirus solution (solution requires approval by Town)

8 4.9.2.6 Ensure Town security policies are enforced on endpoints.

4.9.2.7 Perform regular maintenance and auditing to ensure security on all devices.

4.9.2.8 Monitor and respond to logs on endpoints, antivirus, patching.

4.9.2.9 Ensure servers and devices have the latest available security patches and firmware installed.

4.9.2.10 Implement a remote access tool to maintain a secure remote access environment using appropriate technologies.

4.9.2.11 Provide remote access administration that comply with Town policies.

4.9.2.12 Support and maintain Active Directory and Group Policies

4.9.2.13 Apply and maintain Town policies for file system security and user access.

4.9.2.14 Assist with the development of new IT related policies and the updating of existing policies as needed.

4.9.3 Storage, Backup & Disaster Recovery

4.9.3.1 Support storage environment

4.9.3.2 Contractor will manage and ensure the recoverability of all Town data based on agreed upon backup and retention schedules.

4.9.3.3 Provide all support related to backup solutions including but not limited to:
• Manage backup system and Storage Area Network (SAN)
• Perform backups and snapshots in accordance with established backup schedule.
• Maintain backup software and infrastructure.
• Perform file and database recovery from backup media or snapshots and as requested; perform monthly backup recovery testing.
• Manage and monitor location of all backup media in accordance with media retention schedule.
• Schedule transport and destruction requests
• Perform and document annual backup media disaster recovery test.

4.9.4 Secure Large File Transfer Services
• Contractor will provide support to assist with large file transfers. 5 Network and Security Services

5.1 Contractor will provide 24x7x365 network and security services.

5.2 Contractor will manage the Town's network and provide network engineering, administration, maintenance, and projects services.

5.3 Contractor will provide a next generation security information and event management (SIEM) networking management and monitoring software system.

5.4 Network administration includes maintaining and monitoring the communication through the Town network, ensuring optimal performance. This includes but is not limited to document and support of the firewalls, switches, and VLANs.

5.5 Security administration includes the maintenance of all aspects of information security, incident management, firewall services, intrusion protection, penetrating services, system security and auditing.

9 5.6 The communication/network responsibilities include regular patching, updates, firmware and service pack updates, network operating system upgrades, and the monitoring, maintaining, and optimizing of all the services and devices. The network projects include documenting and ensuring standardizations across the network (e.g., VLANS, device management).

5.7 The network services will also include maintaining the current environment, as well as changes and improvements to existing operations, including new capabilities. Network services changes will be scheduled in advance (unless needed for security or other emergency purposes).

5.8 The responsibilities include, but are not limited to:

5.8.1 Maintain all firewall, routers, switches, and VPNs; provide network design and engineering expertise to maintain network.

5.8.2 Maintaining all WAPs with the assistance of current third-party maintenance provider

5.8.3 Evaluating and applying security patches and upgrades

5.8.4 Monitoring network performance and capaTown

5.8.5 Identifying potential limitations before traffic on the network increases to the point that it affects system performance.

5.8.6 Supporting as needed the VoIP infrastructure (connectively issues) and coordinate as needed with current third-party maintenance provider.

5.8.7 Keeping inventory and maintenance records for all network equipment and ensuring documentation and recoverability of network device configurations

5.8.8 Providing or scheduling repairs and maintenance necessary to continue operations and meet approved service levels.

5.8.9 Timely coordination and communication with Town Town staff regarding maintenance and upgrades to minimize impact to Town operations.

5.8.10 Diagnosing, investigating, and identifying root cause to network problems; recommend and implement fixes.

5.8.11 Integration with other Agencies / Applications

5.8.12 Ensure applications are available for internal/external access.

5.8.13 Maintain security settings, software, and firmware on all network equipment, computers, and laptops.

5.8.14 Utilize NIST security framework and standards to manage the Town's network security program.

5.8.15 Network diagrams

5.8.15.1 The documentation will be audited and inventoried on an annual basis. A quarterly update will be sent to the designated IT contact for review.

TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: AUTHORIZE THE CITY MANAGER TO ENTER INTO AN

AGREEMENT WITH A CONSULTANT NOT TO EXCEED
$60,000 AND TO APPROPRIATE THE SAME AMOUNT FOR

AUDITING THE LICENSE & PERMIT FOR EXPENSES FOR

APPLICANT REFUNDS AND PREPARATION OF A COST

ALLOCATION PLAN AND USER FEE STUDY
FROM: Sarina Revillar, Administrative Services Director APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

1. Authorize the City Manager to enter into an Agreement with a consultant not to exceed $60,000 to audit the License & Permit for Expenses for Applicant Refunds and preparation of a Cost Allocation Plan and User Fee Study.

2. Appropriate $60,000 to the Community Development Department to conduct the audit and Cost Allocation Plan and User Fee Study.

BACKGROUND:

On October 20, 2022, City Council directed the staff to do the following:

1. Audit of building permits issued since the adoption of the current fee schedule.

2. Based on the results of audit, issue refunds, as necessary to completed new construction permits referenced above based on collection of full cost recovery.

3. Recommend adjustments to fees on a go-forward basis for calculating Town permit fees to be closer to full cost recoverable until a full cost allocation and fee study can be completed.

4. Conduct a new Cost Allocation and User Fee Study.

Also, City Council requested staff to discontinue the practice of collecting both the MEP and the Building Permit fee based on .9% of given valuation. In addition, council supported this decision on a go forward basis.

DISCUSSION:

To determine if the Town overcharged for plan check and building inspection services, staff needs to identify our approximate costs of providing building services and then do an audit S.R.

P.P.

AGENDA ITEM #4.M

Staff Report to City Council Page 2
Audit License & Permit Expenses
March 16, 2023
of all the permits since the adoption of the last fee schedule to ensure we are not over collecting. Staff will update the FIC upon completion of the draft audit findings, Cost Allocation Plan and User Fee Study before returning to City Council. Staff will need the support of the City Council and the FIC to get the most qualified and responsive consultant, budget for the work, and allocation appropriate staff time and resources to complete the work.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act. 2023 CITY COUNCIL WORKPLAN:

This project is part of the 2023 City Council Workplan to audit permit fees and issue refunds if necessary and enter into a contract to prepare a Cost Allocation Plan and User Fee Study.

FISCAL IMPACT:

An appropriation not to exceed $60,000 from the unreserved general fund is required for FY2022-23 Operating Budget for a consultant to audit the permit fees. To prepare a Cost Allocation Plan and User Fee Study will be included in the FY2023-24 Operating Budget.

ATTACHMENTS:

1. Resolution

RESOLUTION XX-23

A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS

AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH A

CONSULTANT FOR AUDITING THE LICENSE & PERMIT FOR EXPENSES FOR

APPLICANT REFUNDS AND PREPARATION OF A COST ALLOCATION PLAN AND

USER FEE STUDY
WHEREAS, on October 20, 2022, the City Council of the Town of Los Altos Hills approved an audit of building permits; and
WHEREAS, staff to hire a consultant to conduct the audit; and WHEREAS, issuing refunds, as necessary, based on collection of full cost recovery; and WHEREAS, prepare for a Cost Allocation Plan and User Fee Study to be conducted in FY2023- 24; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the Town of Los Altos Hills that the City Manager is hereby authorized on behalf of the Town to enter into a consulting contract with a not to exceed amount of $60,000 to audit license and permit for expenses for applicant refunds and prepare a Cost Allocation Study and User Fee Study.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on 16th day of March, 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY: _______________________________
Linda Swan, Mayor
ATTEST:
______________________________
Deborah Padovan, City Clerk
Attachment 1

TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION APPROVING ADDING ASSISTANT

COMMUNITY DEVELOPMENT DIRECTOR/BUILDING

OFFICIAL JOB DESCRIPTION TO BUILDING SERIES, ADD

AN ADDITIONAL BUDGET APPROPRIATION FOR SALARY

AND BENEFITS AND RECRUITING SERVICES, AND

RESOLUTION APPROVING AMENDING THE CITY COUNCIL

EMPLOYEE CLASSIFICATION AND COMPENSATION PLAN

ON THE SALARY SCHEDULE
FROM: Sarina Revillar, Administrative Services Director APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

1. Resolution approving adding Assistant Community Development Director/Building Official to the job description Building Series and add an additional budgeted position and appropriate $86,740 for salary and benefits.

2. Authorize the City Manager to enter into an agreement for recruiting services and appropriate an amount not to exceed $30,000 .

3. Resolution approving amending the Employee Classification and Compensation Plan on the FY2022-23 Salary Schedule.

BACKGROUND:

On June 16, 2022, City Council meeting, Resolution 65-22 was adopted approving the FY 2022-23 Operating Budget, which included the Deputy Building Official/Plan Examiner identified in the Personnel Allocations.

On August 18, 2022, City Council meeting, Resolution 72-22 was adopted approving amending the Deputy Building Official/Plan Examiner in the Building Series. With the recent departure of the Planning Director, and an unsuccessful recruitment for a Deputy Building Official/Plan Examiner or Building Official, staff is proposing to update the Building Series to include an Assistant Community Development Director/Building Official.

Also, update the Employee Classification and Compensation Plan to include Assistant Community Development Director/Building Official.

On February 16, 2023, City Council meeting, Resolution 11-23 was adopted approving amending the job description for the Planning Director to a Community Development AGENDA ITEM #4.N
S.R.

P.P.

Staff Report to City Council Page 2
Update Building Series Job Description
March 16, 2023
Director and City Council and authorize the City Manager to enter into an agreement for recruiting services in the amount not to exceed $30,000.

DISCUSSION:

The Building Department is responsible for plan checking, inspections and permitting to ensure life safety, as well as quality control on building activity within the Town. Until recently, there were two (2) full-time employees in the building department, including a Senior Building Inspector and a Building Technician. However, with the departure of the Senior Building Inspector in March 2022, there is only one (1) personnel left in the division.

Since then, staff has tried to fill that vacancy multiple times in various capacities ranging from Building Inspector through Deputy Building Official. The Department contracts for all plan review services and, from time to time, contracts inspection services on an as needed basis. Upon evaluation of the needs of the building division and the Town, it was determined that an Assistant Community Development Director/Building Official who is a certified Building Official would be an ideal position to add to the series. The main role of the Assistant Community Development Director/Building Official would do plan checks, supervise building division staff, update building codes, improve the working of the department, and step into the role of the Director when they are unavailable or when the role is vacant (Attachment 2). Staff is proposing increasing the budgeted positions from 7 to 8 in the Community Development Department.

Staff is recommending the Assistant Community Development Director/Building Official to be added to Section 5.2 Management Employees of the Employee Handbook and the position will be identified as an at will classification of the City Manager.

The Town did a comparison with the surrounding agencies and found there are 5 agencies, listed in Table 1, where the classification title is similar to the Assistant Community Development Director/Building Official with a similar job description.

Table 1
Rank Comparator Agency Classification Title Top
Monthly
Salary
1 City of Cupertino Asst. Dir Comm Dev/Building Official 18,484 2 Town of Portola Valley Deputy Building Official 18,328 3 Town of Woodside Deputy Planning Director 17,441
4 Town of Hillsborough Assistant Director of Building & Planning 16,582 5 City of Sausalito Building Manager/Chief Building Official 12,161 According to the Koff & Associates Total Compensation Study Table 1 that was conducted in July 2022 for the Deputy Building Official/Plan Examiner, taking into consideration the Building Series salary range placements, and the surrounding agencies with a comparable

Staff Report to City Council Page 3
Update Building Series Job Description
March 16, 2023
position, staff is recommending the salary placement be $11,976 to $16,167 monthly for the Assistant Community Development Director/Building Official. The Table 2 shows the percentage difference of the maximum monthly salary between the classifications within the Building Series.

Table 2
Classification Minimum
Monthly
Salary
Maximum
Monthly
Salary
Increase
Percentage
Difference
Community Development Director $14,578 19,680 22%
Assistant Community Development
Director/Building Official
$11,976 $16,167 25%
Building Official $9,580 $12,934 5%
Deputy Building Official/Plan
Examiner
$9,101 $12,286 16%
Senior Building Inspector $7,863 10,615 16%
Building Inspector $6,780 $9,153 8%
Building Technician $6,296 $8,499 0
In addition, staff is requesting City Council authorize the City Manager to enter into an agreement for recruiting services not to exceed $30,000 for the position of Assistant Community Development Director/Building Official. Since the staff was already authorized to recruit for the Director of Community Development this position will be a second recruitment that may be part of one vendor contract to do both recruitments simultaneously.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act.” 2023 CITY COUNCIL WORK PLAN:

This action aligns with the City Council’s 2023 Work Plan which describes re-evaluating our compensation philosophy to retain employees and enhance workplace culture.

FISCAL IMPACT:

With the additional budgeted position, an appropriation in the amount of $86,740 for salary and benefits and an appropriation not to exceed $30,000 from the unreserved general fund for recruiting services is required for FY2022-23 Operating Budget. The annual cost for the Assistant Community Development Director/Building Official for salary and benefits is approximately $252,403 and will be included in the FY2023-24 Operating Budget.

Staff Report to City Council Page 4
Update Building Series Job Description
March 16, 2023
ATTACHMENTS:

1. Resolution-Job Description

2. Redline Building Series Job Description

3. Resolution-Salary Schedule

RESOLUTION XX-23

RESOLUTION APPROVING ADDING ASSISTANT COMMUNITY DEVELOPMENT

DIRECTOR/BUILDING OFFICIAL JOB DESCRIPTION TO BUILDING SERIES AND

ADDING AN ADDITIONAL BUDGET APPROPRIATION AND ADD AN ADDITIONAL

APPROPRIATION FOR RECRUITING SERVICES
WHEREAS, the Personnel Rules and Regulations and Employee Classification and Compensation Plan documents were last comprehensively reviewed and updated in 2006 and revised in 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, and 2016, 2018, 2021, 2022, 2023; and
WHEREAS, update the job description of the Building Series to include Assistant Community Development Director/Building Official (Attachment A); and WHEREAS, the Assistant Community Development Director/Building Official is added to Section 5.2 Management Employees of the Employee Handbook and the classification to be identified as an at will employee under the City Manager; and WHEREAS, add an additional budget appropriation in the amount of $86,740 for salary and benefits in FY2022-23 in the Community Development Department; and WHEREAS, authorize the City Manager to enter into an agreement for recruiting services and appropriate the amount not to exceed $30,000;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the Town of Los Altos Hills that the description of the typical duties and responsibility, training, experience, and other qualifications required for said position, more particularly set forth in Attachment A, is made a part hereof, and are hereby approved and adopted.

BE IT FURTHER RESOLVED that the City Council of the Town of Los Altos Hills hereby approve the Assistant Community Development Director/Building Official job description, appropriation of $86,740 for salary and benefits for FY2022-23 and recruiting services not to exceed $30,000.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills as a regular meeting held on 16th of March 2023 by the following vote:

Attachment 1

AYES:

NOES:

ABSENT:

ABSTAIN:

BY: __________________________
Linda Swan, Mayor
ATTEST:
_____________________
Deborah Padovan, City Clerk

Building Official Series
Adopted 3/8/2017
Town of Los Altos Hills
Job Class Specifications

BUILDINGINSPECTOR

SENIOR BUILDINGINSPECTOR

DEPUTY BUILDING OFFICIAL/PLAN EXAMINER

BUILDING OFFICIAL

ASSISTANT COMMUNITY DEVELOPMENT DIRECTOR / BUILDING

OFFICIAL
Reports To: Community Development Director and/or
Building Official Position Description:

Administers, enforces, and interprets the various codes regulating construction, use or occupancy of buildings and structures; performs building inspections and plan reviews; assists at the counter and over the phone with technical building inquiries; engages in extensive contact with developers, contractors, and homeowners, in the office and on project sites; and performs related duties as required.

Examples of Duties:

Building Inspector (FLSA Non-Exempt):
• Makes all daily field inspections for the Town to determine code and plan compliance during various stages of construction.
• Investigates and enforces building code violations.
• Maintains accurate building permit inspection and plan check records. • Attends local chapter meetings sponsored by the building industry to keep up to date on current building practices.
• Assists at the front counter and by telephone with technical building questions and initial plan review.
• Confers with and provides professional assistance to members of Town departments on matters related to building inspection and plan checking.

Senior Building Inspector (FLSA Non-Exempt):

In addition to duties listed above for the Building Inspector:
• Advises and assists architects, engineers, contractors and public on codes being enforced and the procedures to follow in the Town.
• Interprets codes to public and building-related professionals. • Assists public and staff with initial plan reviews and plan checking.

Attachment 2

BUILDING INSPECTOR/

SENIOR BUILDING INSPECTOR/

BUILDING OFFICIAL
Assistant Community Development Director / Building Official 2 Rev. 03/2022
(Position Description, cont.)
Deputy Building Official/Plan Examiner (FLSA Exempt)
• Supervises Building Technician and Building Inspector(s) • Plan checks building plans and verifies conformance with all applicable codes; computes fees
• Reviews and recommends code changes and updates as appropriate for adoption by City Council.
• Conduct daily field inspections in the absence of the Building Inspector/Senior Building Inspector.
• Ensure consistent and appropriate interpretation of the building codes and City ordinances.
• Confer with owners, architects, contractors and engineers regarding design and construction plans and interpretation of the Uniform Codes. • Issue certificates of occupancy after approving structures and installations; conduct a final inspection of completed work.
• Maintain inspection records
• Evaluate the need for and develop procedures, methods and schedules • Evaluate the efficiency and effectiveness of service delivery methods and procedures; recommend, within departmental policy, appropriate service and staffing levels. • Participate in the development of the annual budget; monitor and approve expenditures; implement adjustments.
• Participate in emergency preparedness and response
• Build and maintain positive working relationships with co-workers, other Town employees and the public using principles of good customer service.

Building Official (FLSA Exempt):

In addition to duties listed above for the Deputy Building Official/Plan Examiner:
• Attends state sponsored meetings concerning new mandated codes dealing with energy and construction methods.
• Prepare Staff Reports and Division Strategies for budget development • Assists with development of annual Building Department Budget.

BUILDING INSPECTOR/

SENIOR BUILDING INSPECTOR/

BUILDING OFFICIAL
Assistant Community Development Director / Building Official 3 Rev. 03/2022
(Position Description, cont.)
Assistant Community Development Director / Building Official (FLSA Exempt):

In addition to duties listed above for the Building Official:
• Step in for the Community Development Director in their absence • Manage the update the building fee schedule and collection process.

Manage all activities of the building counter.

Abilities:

Building Inspector and Senior Building Inspector:
• Extensive familiarity with adopted California Building Code; and ability to apply knowledge in field and with plan checks.
• Ability to make sound decisions in a manner consistent with the essential job functions, including the ability to accurately interpret and administer applicable codes and policies. • Ability to communicate effectively and tactfully, both verbally and in writing. • Ability to interact extensively with the public, in the field, at the counter, and on the telephone.
• Ability to operate independently in conducting field inspections, and to spend up to 80% of work hours at project sites, generally in a standing position. • Ability to maintain physical condition appropriate to the performance of assigned duties and responsibilities which may include walking or standing for extended periods of time, lifting up to 25 pounds, climbing ladders, operating assigned equipment and vehicles, and sustain exposure to noise, dust, and other potential outdoor hazards. • General knowledge of municipal code and planning and engineering requirements as they would apply to the built environment.
• Ability to establish and maintain effective working relationships with staff, Town officials, and the general public.
• Ability to operate a personal computer, including word processing and database software, and other office equipment, including copy and fax machines and telephone equipment. • Perform related duties as assigned.

BUILDING INSPECTOR/

SENIOR BUILDING INSPECTOR/

BUILDING OFFICIAL
Assistant Community Development Director / Building Official 4 Rev. 03/2022
(Position Description, cont.)
Deputy Building Official/Plan Examiner and Building Official:

In addition to abilities identified under Senior Building Inspector:
• Ability to perform complex analysis and summarize and communicate complex codes to decision makers
• Ability to prepare and propose changes to Town building codes based on best practices and State and Federal regulations
Qualifications:

Building Inspector:
• Residential Building Inspection Certification by the International Code Council (ICC) at time of hire.
• Two years of experience in any combination of plan checking, building code enforcement, inspection of varied residential facilities, and construction. • Three years of experience in the building construction field as a journey level plumber, electrician, carpenter or related craftsperson.
• High School diploma or equivalent.

Senior Building Inspector:

In addition to qualifications listed above for the Building Inspector:
• Graduation from an accredited four year college or university, with major course work in engineering, architecture, or related field, desired. • Combination Certification by the International Code Council (ICC) (plumbing, electrical, mechanical, building) at time of hire.
• Two years of experience in a combination of plan checking, building code enforcement, and inspection of varied residential facilities.
• Experience with California Building Code, highly desired. • Experience in positions requiring substantial contact and interaction with the public. • Possession of a valid California Class C driver’s license and clean driving record.

Deputy Building Official/Plan Examiner:

In addition to qualifications identified under Senior Building Inspector:
• Must have ICC certification as a Plans Examiner) (plumbing, electrical, mechanical, building) at time of hire.
• Achieve Building Official Certification through ICC within one-year of hiring date.

BUILDING INSPECTOR/

SENIOR BUILDING INSPECTOR/

BUILDING OFFICIAL
Assistant Community Development Director / Building Official 5 Rev. 03/2022
(Position Description, cont.)
Building Official:

In addition to qualifications identified under Senior Building Inspector and Deputy Building Official/Plan Examiner:
• Building Official must have a valid and active Building Official Certification through ICC at time of hire.

Assistant Community Development Director / Building Official:

In addition to qualifications identified under Building Official, Senior Building Inspector and Deputy Building Official/Plan Examiner:
• Asst CDD / Building Official must have the skills, ability and experience to run the Community Development Department in the absence of the CDD.

RESOLUTION XX-23

A RESOLUTION OF THE CITY COUNCIL OF THE TOWN
OF LOS ALTOS HILLS APPROVING THE FY 2022-23

AMENDED SALARY SCHEDULE
WHEREAS, the City Council of the Town of Los Altos Hills approved the FY 2022-23 Budget by way of Resolution 65-22 on June 16, 2022; and
WHEREAS, the California Public Employees Retirement System (CalPERS) requires that the governing board of each participating agency approve the agency’s salary schedule on an annual basis; and
WHEREAS, the City Council of the Town of Los Altos Hills now desires to add the Assistant Community Development Director/Building Official classification; and NOW THEREFORE, the City Council of the Town of Los Altos Hills does hereby resolve to approve the amended FY 2022-23 Salary Schedule.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on 16th of March 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

By:

Linda Swan, Mayor
ATTEST:

Deborah L. Padovan, City Clerk
Attachment 3

Minimum Maximum Minimum Maximum
City Manager-Set by Contract $ 236,000 $ 236,000
Assistant to the City Manager $ 123,803 $ 167,135
Management Analyst II $ 104,152 $ 140,606
Management Analyst $ 89,810 $ 121,244 $ 43.18 $ 58.29
Senior City Clerk $ 133,323 $ 179,987
City Clerk $ 114,965 $ 155,202
Admin Clerk/Technician $ 71,913 $ 97,083 $ 34.57 $ 46.67 Administrative Services Director $ 174,932 $ 236,159
Finance Manager $ 123,803 $ 167,135
Senior Accountant $ 114,965 $ 155,202
Accountant $ 94,357 $ 127,381 $ 45.36 $ 61.24
Accounting Technician $ 85,482 $ 115,401 $ 41.10 $ 55.48 Accounting Office Assistant $ 73,711 $ 99,510 $ 35.44 $ 47.84 Community Development Director $ 174,932 $ 236,159
Assistant Community Development Director/Building $ 143,706 $ 194,003 Principal Planner $ 126,899 $ 171,314
Senior Planner $ 109,425 $ 147,723
Associate Planner $ 94,357 $ 127,381 $ 45.36 $ 61.24
Assistant Planner $ 81,363 $ 109,841 $ 39.12 $ 52.81
Building Official $ 114,965 $ 155,202
Deputy Building Offician/Plan Examiner $ 109,212 $ 147,432 Senior Building Inspector $ 94,357 $ 127,381 $ 45.36 $ 61.24 Building Inspector $ 81,363 $ 109,841 $ 39.12 $ 52.81
Building Technician $ 75,554 $ 101,998 $ 36.32 $ 49.04
Public Works Director & City Engineer $ 174,932 $ 236,159 Utility Engineering Manager $ 133,323 $ 179,987
Senior Civil Engineer $ 120,785 $ 163,059
Associate Engineer $ 104,152 $ 140,606 $ 50.07 $ 67.60
Assistant Engineer $ 89,810 $ 121,244 $ 43.18 $ 58.29
Senior Maintenance Superintendent $ 126,899 $ 171,314
Maintenance Superintendent $ 109,425 $ 147,723
Maintenance Worker III $ 73,711 $ 99,510 $ 35.44 $ 47.84 Maintenance Worker II $ 63,561 $ 85,808 $ 30.56 $ 41.25 Maintenance Worker I $ 54,809 $ 73,991 $ 26.35 $ 35.57
Community Services Manager $ 107,772 $ 145,488
Community Services Supervisor $ 89,810 $ 121,244 $ 43.18 $ 58.29 Recreation Specialist $ 57,583 $ 77,737 $ 27.68 $ 37.37 salary
salary
salar y
salary
salary
FY22-23 Salary Schedule
Annual Range Hourly Range
salary
salary
salary
salary
salary
salary
salary
salar y
salary
salar y
salary
salary
salary
salary
salary
Attachment 4

From: Ann Duwe
To: Deborah Padovan
Cc: Peter Pirnejad; Tom Smith
Subject: Vines & Wines 2023 request to the City Council Date: Wednesday, March 8, 2023 4:47:13 PM
Dear Mayor Swan and Members of the City Council,
Hills 2000 — Friends of the Hills respectfully asks the Town of Los Altos Hills to join us as a co-sponsor of Vines & Wines 2023, on Sunday, October 15, under the big oak at Town Center. As you will remember, this celebration of local winemaking takes place every two years. There is room for about 24 pouring stations, though there are more than 100 vineyards in town. To qualify, winemakers must either make their wine or grow their grapes within town borders.

We envision a celebration much like the one in October 2021, where a committee does the planning and enlists a troop of volunteers to help out on the day of the event. We need the use of the kitchen, bathrooms and outside area around the oak tree. We imagine the food will be more creative and delicious, now that Covid restrictions are easing. In the weeks just before the event, we will want to put our banners up on the Town’s posts at Town Center and at the intersection of Fremont and Edith.

As before, Hills 2000 will secure a one-day liability insurance policy and a one-day liquor license for the event. We will also contract with the sheriff’s office for coverage. There should be no demands on staff, except perhaps to open/close the facility.

The City Council is hereby invited to attend as our guests. As our esteemed Planning Commissioner Jitze Couperus said in making a request for the event in 2015, “This is a classy event. We’re not talking here about Velveeta and Ripple.”
Smiles,
Ann Duwe, chair
Vines & Wines Committee
AGENDA ITEM #4.O

From: Paula Norsell
To: Linda Swan; Deborah Padovan; Peter Pirnejad
Subject: Request for support for Foothill College federal appropriation requests Date: Thursday, March 9, 2023 3:56:05 PM
Attachments: Padilla_AppropriationsRequestPacket.pdf
Template_Foothill-De Anza Electrification Support.docx
A Freight Farm system_FoothillAppropReq.docx
Template_FoothillFreightFarmFundingSupport.docx
Foothill College and community broadband infrastructure appropriation request.pdf Dear Mayor Swan, City Manager Pirnejad, and City Clerk Padovan:

Foothill-De Anza Community College District is seeking a federal appropriation for an electrification project that would reduce emissions at the college campuses, increase apprenticeships and internships for students involved in key fields needed for the electrification of Silicon Valley, and provide resources to community colleges throughout the state to further clean energy goals.

We are partnering with Quency Phillips of Lighthouse Silicon Valley, the project director for Joint Venture Silicon Valley's NSF grant application “Electrifying Silicon Valley to Lighten Climate Change and Ignite Health and Equity” on the project.

Given former Mayor Tyson's participation in the meeting convened by Assemblymember Berman and Senator Becker in December regarding the pipeline of workers needed for electrification as well as the council's own priorities, we hope we can count on your support. Would you consider writing a letter of support that we can use to supplement our application? We made a request of Senator Padilla last week and plan to also submit the request to Senator Feinstein and Congresswoman Eshoo, who have submittal deadlines next week.

A copy of the application packet submitted to Senator Padilla last week is attached, and below is a brief description of the project:

The goals of the Foothill-De Anza Community College District Electrification Project are to reduce the district’s greenhouse gas emissions 75% by 2030 and 100% by 2035 and increase the district’s energy resiliency through energy efficiency projects, increase the pipeline of workers needed to meet the electrification goals of cities in Santa Clara County and the greater Bay Area through expansion of internships and apprenticeships, and develop transferable and stackable curricula for use throughout the California community college system’s 116 colleges.

We have attached a support letter template for your convenience. Please feel free to contact me if there is any additional information I can provide to assist you in considering support of this project.

Also, we are working on federal appropriation requests for a pretty exciting Foothill College Horticulture program project as well as a broadband project with Los Altos Hills Community Fiber that we hope you might consider supporting with a letter or resolution. The broadband project in particular has very positive implications for Los Altos Hills. I've attached information regarding both projects. Please let me know if you have questions.

Thank you for all you do to support Foothill students and Los Altos Hills residents.

AGENDA ITEM #4.P

Kindest regards,
Paula
================================
Paula Norsell
Interim Coordinator of Communications and Public Affairs Foothill-De Anza Community College District
12345 El Monte Road, Los Altos Hills, CA 94022
650-949-6107
[email protected]
www.fhda.edu
Foothill and De Anza colleges offer a combination of online and on campus classes and services. Check the college and district websites for information regarding specific departments.

Foothill College website: www.foothill.edu
De Anza College website: www.deanza.edu
Foothill-De Anza Community College District website: www.fhda.edu

March 17, 2023
Judy C. Miner, Chancellor
Foothill-De Anza Community College District
12345 El Monte Road
Los Altos Hills, CA 94022
Dear Chancellor Miner:

On behalf of the Los Altos Hills City Council, we are pleased to offer support for the Foothill-De Anza Community College District Electrification Project.

Foothill-De Anza’s electrification project will not only help in reducing the district’s greenhouse gas emissions and increasing the district’s energy resiliency through energy efficiency projects, but it will also increase the pipeline of workers needed to meet the electrification goals of cities in Santa Clara County and the greater Bay Area through the expansion of internships and apprenticeships. Moreover, the project will help build the green economy throughout the state through the development of transferable and stackable curricula for use throughout the California community college system’s 116 colleges.

As part of the largest community college system in the nation, Foothill-De Anza’s affordable programs provide the opportunity for students from the low-income, underserved communities most impacted by climate change and pollution the opportunity to start and advance in careers that pay a living wage and improve the health of their communities.

Federal funding of the project will allow Foothill and De Anza colleges to partner with Lighthouse Silicon Valley, which is leading Joint Venture Silicon Valley’s Electrifying Silicon Valley to Lighten Climate Change and Ignite Health and Equity project; NOVAworks, the workforce investment board serving San Mateo and northern Santa Clara counties; local industry; municipalities; and trade unions to expand already successful apprenticeship and energy and facility management programs that provide desperately needed workers to move electrification forward and give more students a chance to start or advance in successful careers that contribute to fighting the threats of climate change.

Thank you for considering funding for this project.

Sincerely,
Linda G. Swan
Mayor, Town of Los Altos Hills

March 17, 2023
Judy C. Miner, Chancellor
Foothill-De Anza Community College District
12345 El Monte Road
Los Altos Hills, CA 94022
RE: Foothill College Freight Farm Funding Proposal Support Dear Chancellor Miner:

On behalf of the Los Altos Hills City Council, we are pleased to offer support for the Foothill College’s Freight Farm funding proposal.

With the combined impact of climate change, food insecurity, and disappearing natural resources and farmland, innovations in agriculture and workers trained for the green economy are desperately needed. Foothill College’s Freight Farm proposal would train students in innovative vertical farming practices that save water and grow crops faster on less acreage, providing the opportunity for fresh, nutritious crops to be grown in current food deserts.

The potential of vertical farming is hard to understate. For example, a self-contained 40’ x 8’ x

9.5’ Freight Farm growing system can produce 1,000 heads of lettuce in 35 days, using only 5 gallons of water per day. Conventional farming systems would require 85 days, 325,851 gallons of water, and one acre of land to produce the same crop.

Equally important are the job opportunities that would be available to students trained in these innovative systems. Traditional horticulture students as well as those currently enrolled in programs such as the college’s Tools for Transition and Work program, which helps people with disabilities gain the tools for independence, would benefit from learning how to grow the crops of the future.

Investing in Foothill College’s Freight Farm project would help fight climate change, drought, and hunger; provide training that leads to employment; and meet an important workforce need.

For all of these reasons, I fully support the college’s proposal.

Sincerely,
Linda G. Swan
Mayor, Town of Los Altos Hills

March 17, 2023
Judy C. Miner
Chancellor
Foothill-De Anza Community College District
12345 El Monte Dr
Los Altos Hills, CA 94022
Dear Chancellor Miner,
Due to a relative dearth of internet options in Los Altos Hills and the very high connectivity costs, a local community-based non-profit, called Los Altos Hills Community Fiber (LAHCF), has begun providing ultra high-speed internet throughout the town. They achieve this primarily through underground fiber pathways, to ensure the highest quality, highest reliability network infrastructure is in place. Through the fiber optic cooperative, they have placed 8+ miles of fiber in ground and are seeing greater and greater adoption with extremely high member satisfaction.

I along with council members have been supportive of a town wide initiative to provide high speed access throughout the entire town with an emphasis on equity for all residents. LAHCF represents a component of this effort along with incumbent providers who have been slower to implement due to return on investment considerations.

As Foothill De Anza College is a crucial part of our community, we hope that you will work with LAHCF to help address the college’s needs. Our community colleges are a crucial part of equity and access to education, particularly for those that have come from the wide range of diverse backgrounds as FHDA matriculates. Digital equity is crucial and LAHCF is working diligently to provide the lowest cost, highest value and highest redundancy networks available anywhere in the State. In working with them over these last few years, we have come to trust their integrity and determination to complete their mission providing fiber access to all of Los Altos Hills.

Sincerely,
Linda G. Swan
Mayor, Town of Los Altos Hills
AGENDA ITEM #4.Q

TOWN OF LOS ALTOS HILLS March 16, 2023
Staff Report to the City Council
SUBJECT: RESOLUTION TO RENEW AND EXTEND THE TERM OF THE

CONCESSIONAIRE AGREEMENT FOR THE WESTWIND

COMMUNITY BARN OWNED BY THE TOWN OF LOS ALTOS

HILLS BETWEEN THE TOWN AND VICTORIA DYE EQUESTRIAN,
LLC.

FROM: Sarah Robustelli, Community Services Manager
APPROVED: Peter Pirnejad, City Manager
RECOMMENDATION: That the City Council:

Adopt a Resolution, authorizing the Mayor to renew and extend the term of the Concessionaire Agreement for Westwind Community Barn owned by the Town of Los Altos Hills between the Town and Victoria Dye Equestrian, LLC. (VDE) for a three (3) year term.

BACKGROUND:

Westwind Community Barn has been managed and operated by VDE for over nine (9) years, since February 1, 2014. The initial agreement was for a three (3) year term.

Subsequent renewals took place in 2017 and 2020 and have continued with a three (3) year term. The proposed renewal agreement is a three (3) year term with an option for the Town and Concessionaire to extend the term of this agreement for two (2) additional consecutive periods of three (3) years each.

Throughout the life of the contract there has been an increase in revenue provided to the Town based on VDE’s income, see attachment 4.

DISCUSSION:

The Town and VDE started discussions of a contract renewal in early 2022. The framework used was one consistent with other contract renewals, where staff established an Ad Hoc Committee made up of representatives of committees that had a perspective that could benefit the outcome.

Ad Hoc Committee
Staff reached out to the following Committees to select a representative(s) to assist with the contract renegotiations: Open Space, Parks and Recreation, and Finance and Investment. All three of these Committees’ charter have an aspect of purview of the AGENDA ITEM #5.A
S.R.

P.P.

Staff Report to City Council Page 2
VDE Contract Renewal
March 16, 2023
Concessionaire Agreement. The following representatives were appointed by their respective committees:

Open Space Committee: Kit Gordon
Parks and Recreation Committee: Kejun “Ben” Xu
Finance and Investment Committee: Kjell Karlsson and Allan Epstein During the Ad Hoc Committees meeting staff outlined the foundation and goals of the group and requested that each Committee member provide feedback based on their committee charter.

Table 1 provides a timeline and actions taken through the renewal process.

Date Action
3/7/2022 Finance and Investment Committee selected representative for the Ad Hoc Committee
3/11/2023 Open Space Committee selected as representative for the Ad Hoc Committee
3/21/2022 Parks and Recreation Committee selected representative for the Ad Hoc Committee
3/24/2022 Ad Hoc Committee sent current VDE Contract
7/11/2022 Ad Hoc Meeting VDE Contract Renewal
8/15/2022 Ad Hoc Meeting VDE Contract Renewal
8/25/2022 Meeting with VDE and Town staff
9/20/2022 Town staff meeting with Kit Gordon to incorporate edits 10/27/2022 Meeting with VDE and Town staff
12/13/2022 Met with VDE and Town Management
12/16/2022 Internal Meeting with Finance and Community Services 12/16/2022 Meeting with WRI, VDE, and Town management
1/6/2023 Internal Meeting with Finance and Community Services 1/20/2023 Internal Meeting with Town Management
1/24/2023 Internal Meeting with Public Works and Community Services 2/3/2023 Internal Meeting with Town Management
2/16/2023 Met with VDE, WRI, Town Management
2/21/2023 VDE Counteroffer
2/22/2023 Town Counteroffer
2/23/2023 Draft Agreement shared with Ad Hoc Committee
2/24/2023 Ad Hoc Meeting VDE Contract Renewal
3/7/2023 Legal Review
3/7/2023 A final review of the cost share and subsidy with the Ad Hoc Committee
Table 1

Staff Report to City Council Page 3
VDE Contract Renewal
March 16, 2023
At the February 24, 2023, the entire Ad Hoc Committee and staff were united and fully supportive of VDE counteroffer, which is the proposed agreement in this report. They reminded the Town that it took nine (9) years to get to the point where Westwind Community Barn has a successful Concessionaire, and the community was benefiting from their partnership and service delivery to the Town. They also made the observation that recreation is typically not full cost recovery because of the community benefit. In addition, there was discussion about incentivizing the registration of residents of Los Altos Hills.

Staff is currently sending Activity Guides with the robust offerings of VDE programming to all residents twice annually. After feedback from the Ad Hoc Committee, staff will work with VDE to provide priority camp registration for residents. Additionally, the Town will pay VDE based on the non-resident rate for all camps. Residents will continue to receive a discount on camp fees, but in the proposed agreement VDE will be paid based on the non-resident camper rate. Therefore, the agreement will incentivize the prioritization of resident campers. Based on the previous year's enrollment for camps there were 33 resident campers, which would result in an additional subsidy from the Town to VDE in the amount of approximately $825 per year. One Ad Hoc Committee member felt strongly about providing VDE incentives per resident registration, but this was not the consensus of the Committee.

This analysis looks at revenue from Concessionaire separately from expenses attributed to the Concessionaire. Table 2 outlines the change in percent of revenues shared with the Town and Table 5 summarizes the total projected annual revenues the Town could receive. Staff analyzed the expenses attributed to the Concessionaire which have also changed since the current agreement (2020-2023). Both revenues received and expenses attributed to the Concessionaire are outlined in Table 5 and the result are summarized in a General Fund Impact. Though the impact to the General Fund will increase from the current to the proposed agreement, the Ad Hoc Committee was in unanimous support of the operation and the proposed subsidy from the Town.

Westwind Riding Institute
There was also clarity on the Westwind Riding Institute (WRI) formerly known as 4H relationship. After meeting on December 16, 2022, with WRI, VDE, and Town Management there was consensus that the Town and VDE agreement would outline WRI arena usage, and the Town would update their agreement with WRI. This agreement would then be attached as Exhibit F as part of the VDE agreement. WRI would then sign a separate boarding agreement with WRI.

Revenues
This agreement is not structured on overall gross revenue, but rather percentages of camp and lesson gross revenue. This framework was developed at the initial agreement as the lesson and camps have carried the boarding at Westwind Community Barn. Since inception the VDE gross revenues for the camps and lessons program have climbed, attachment 4.

The Concessionaire is operating as an independent contractor and establishes their own

Staff Report to City Council Page 4
VDE Contract Renewal
March 16, 2023
rates for changes for services. Two years ago, VDE switched their lesson model and has resulted in gross revenue over $500,000 annually. In the current agreement, the Town receives 25% of those revenues.

The Town reviewed the current agreement and developed five different financial models.

The Town took into consideration items that VDE addressed throughout the negotiation.

The initial financial model that was presented to VDE was a reduced percentage of gross lesson revenues paid to the Town with an additional step down when higher revenues were reached.

Attachment 5 explains the VDE counteroffer and response to the Town’s initial offer. In Table 2 below, the VDE counteroffer is labeled as proposed and compares to the current revenue model for payments to the Town.

Revenue
2020-2023
(current)
2023-2026
(proposed)
Gross
revenue
Camps 25% 20%
Lessons 25% 20% $0-300K
18% $301+
Table 2
The anticipated revenues for the proposed agreement methodology are based on last year’s actual receipts of camps and lessons, $29,600 and $96,000 respectively. This does not assume any increase in revenues because the Concessionaire sets camp, lesson pricing and scheduling.

Expenses
The more the Barn, Facility, and arenas are used, and the more lessons held, the higher the expenses related to wear and tear incurred. The Concessionaire is responsible for routine maintenance and repairs, while the Town is responsible for the general upkeep investment in the Barn as a Town owned asset. In the past the delineation between what is the responsibility of VDE and the Town was not clear. This proposed agreement clarifies the level of support the Town will provide.

Maintenance support:
• Town agrees to continue to pay utility service cost for sewer service, annual and monthly fire inspections, maintain smoke detectors and extinguishers, trash, and manure pickup.
• Town and Concessionaire meet twice annually to perform maintenance walkthroughs.
• The Town will contract drain flushing and tree maintenance annually.

Concessionaire shall work with the Town to schedule the Town to off-load bedding as needed. Concessionaire shall work with the Town to schedule the Town to remove manure from the feeding pasture four (4) times a year. The Town shall

Staff Report to City Council Page 5
VDE Contract Renewal
March 16, 2023
provide maintenance support for 10 hours monthly or 120 hours annually for items not specifically listed in the agreement.
• The Town will provide and pay for professional janitorial services for the public restroom and kitchen once weekly.
• Town agrees to repair and maintain Facility landscaping, irrigation, parking, and driveway areas.
• The Town agrees to pay for the arena maintenance costs. • Capital Improvement Projects are paid for by the Town.

Audit:
• The cost of the annual audit shall be paid for by the Town, which is approximately $4,000 per year.

Table 3 below, outlines the current contract and proposed with estimates on annual expenses based on the 2021-22 actuals. This does not include Town overhead costs, as it is standard practice to exclude this in a cost recovery model. The maintenance support included in the agreement reduces the hours from 172 hours to 120 hours annually. The maintenance support is a blend of fully burden rates depending on the skills necessary for the job. The contract services accounts for consumer price index (CPI), $23,000 for additional tree services, and an estimate increase for a new landscaping contract. These are cost that are incurred whether the Concessionaire is the Barn operator or not. The audit expense in the current agreement is shared by the Concessionaire, while in the proposed agreement the Town is paying the full expense.

Annual Expenses 2020-2023
(current)
2023-2026
(proposed)
Management Fee $ 39,600 $ 39,600
50% of the Water 8,500 8,500
Audit 2,000 4,000
Maintenance Support 34,010 25,616
Contract Services 64,250 96,748
Total Expenses $ 148,360 $ 174,464
Table 3
ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act. 2023 CITY COUNCIL WORK PLAN:

Contract renewals were outlined in the 2023 City Council Work Plan as a key project and the Victoria Dye Equestrian Concessionaire Agreement was a milestone under value/priority area of maintaining quality of life and community charter.

FISCAL IMPACT:

Staff Report to City Council Page 6
VDE Contract Renewal
March 16, 2023
The Town as a property owner incurs costs of operation whether it is occupied or not. Staff outlined in table 4, the VDE revenue and all operational expenses the Town incurs. In the current agreement the Town receives $8,640 in revenue. In the proposed agreement, the Town would subsidize the Concessionaire in an amount of approximately $48,864 annually and $146,592 total for the 3-year term. This is an increase of $57,504 annually from the current agreement.

Annual Revenue Current
Contract
(Annual
revenues based
on current
revenue share)
Annual
Proposed
Contract
(Anticipated
annual
revenues based
on proposed
revenue share)
Camps $32,000 $29,600
Lessons $125,000 $96,000
Total Estimate Annual
Revenues
$157,000 $125,600
Annual Expenses
Total Estimate Annual
Expenditures
$148,360 $174,464
General Fund Impact $8,640 ($48,864)
Table 4

ATTACHMENTS

1. Resolution -23

2. Revised Agreement (track changes)

3. Revised Agreement (clean copy)

4. VDE lesson income and Town revenue

5. VDE Counteroffer Response

Attachment 1

RESOLUTION

A RESOLUTION OF THE CITY COUNCIL

OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING THE MAYOR TO EXECUTE

OF AN AMENDED AGREEMENT FOR THE WESTWIND COMMUNITY BARN

OWNED BY THE TOWN OF LOS ALTOS HILLS BETWEEN THE TOWN AND VICTORIA DYE EQUESTRIAN, LLC.

WHEREAS, on January 14, 2014, the City Council selected Victoria Dye Equestrian, LLC. (VDE) to operate Westwind Community Barn;
WHEREAS, VDE has been managing Westwind Community Barn since February 1, 2014; WHEREAS, the agreement was amended and renewed on March 8, 2017 and April 1, 2020; WHEREAS, VDE provides equestrian riding programs and horse boarding services to the public for a fee; and
WHEARAS, on February 24, 2023 during the Ad Hoc Committee fully supported the amended VDE agreement
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that the Mayor is hereby authorized to execute a three-year agreement with Victoria Dye Equestrian, LLC., for the operation of Westwind Community Barn.

The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 16th day of March, 2023 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY:

Linda Swan, Mayor
ATTEST:

Deborah Padovan, City Clerk

CONCESSION AGREEMENT FOR

OPERATION OF THE WESTWIND COMMUNITY BARN

OWNED BY THE TOWN OF LOS ALTOS HILLS

BETWEEN THE TOWN OF LOS ALTOS HILLS
AND

VICTORIA DYE EQUESTRIAN, LLC
DATED: APRIL 1, 20230
Attachment 2

1 TABLE OF CONTENTS
Page No.

1. Grant of Concession 2

2. Concessionaire Operating Responsibilities 3

3. Access to the Public 7

4. Facility Maintenance 7

5. Sanitation 98

6. Facility Improvements 109

7. Ownership of Facility 10

8. Fees and Charges 110

9. Books, Records, Reports and Audit 11

10. Collection of Fees and Charges Past Due 12

11. Concession Fees/Subsidy 12

12. Agreement Enforcement 132

13. Compliance with Laws 13

14. Town Events 14

15. Possessory Interest Tax 14

16. Indemnification 14

17. Insurance 15

18. Assignment 16

19. Waiver of Defaults 17

20. Relationship of Parties 17

21. Term of Agreement 17

22. Attorney’s Fees 18

23. Force Majeure 198

24. Independent Contractor 19

25. Transition of Stable to Concessionaire 2019

26. Successors in Interest 20
27 Notices 20

28. Exhibits Incorporated by Reference 210

29. Governing Law, Jurisdiction, Venue 21

30. Entire Agreement 211

CONCESSION AGREEMENT FOR

2 OPERATION OF THE WESTWIND COMMUNITY BARN

OWNED BY THE TOWN OF LOS ALTOS HILLS
THIS CONCESSION AGREEMENT (“Agreement”) is made and entered into by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, (“Town”) and Victoria Dye Equestrian, a California Limited Liability Company (“Concessionaire”). (Town and Concessionaire are each a “Party” and are collectively the “Parties.”)

RECITALS
A. Town owns a 15-acre property located at 27210 Altamont Road, Los Altos Hills known as the Westwind Community Barn upon which are buildings and other improvements intended for the private boarding of horses, the instruction and training of riders and their horses, promoting the community aspects of the Facility including the 4H WRI Program, the Interscholastic Equestrian Association (IEA), public recreation and special events. This real property and all buildings and improvements shall be collectively referred to in this Agreement as the “Stable Facility” or “Facility”;
B. Concessionaire has cost effectively maintained and safely operated the Stable Facility for ninesix (96) years. Concessionaire shall manage the Facility use schedule in such a manner to minimize conflict and foster a socially vibrant and healthy learning environment for all Facility users pursuant to a concession agreement;
C. The Town’s overall vision of operating principles for Westwind Community Barn is further described in Exhibit “HI”;
D. The Parties therefore desire to enter into this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the Parties hereby covenant, promise and agree as follows:

1. Grant of Concession
A. As of April 1, , 20230, (the “Effective Date”), Town grants to Concessionaire a concession at the Stable Facility for the limited purpose of maintaining and operating the Stable Facility as further described in the attached Exhibit A and in conformance with all requirements of this Agreement. Concessionaire shall devote the greater part of his or her working time and attention to the operation of the Concession and shall promote, increase and continue to develop the business. Victoria Dye Equestrian, LLC shall assign Victoria Dye to manage the Facility during the days and hours of operation of the Concession.

3 B. Concessionaire shall maintain payment and utilities costs for Facility including electric, water, telephone, and internet, except that the Town shall reimburse 50% of the water utility cost upon submittal of invoice and utility payment receipt. Town also agrees to continue to pay utility service cost for sewer service, annual and monthly fire inspections, maintain smoke detectors and extinguishers, and trash and manure pickup.

C. Prior to Effective Date of Agreement, Town and Concessionaire shall create a written inventory of tools and equipment belonging to the Town which shall remain onsite.

Town agrees to lease New Holland tractor and attachments currently onsite to Concessionaire in “as is” condition. Concessionaire agrees to maintain all equipment and tools in accordance with manufacturer maintenance recommended schedules or in accordance with industry best practice.

Town agrees to pay for repairs to New Holland tractor and attachments cumulatively in excess of $500.00 and provided that Concessionaire uses a manufacturer’s authorized repair shop. Town shall not be responsible for repairs necessary as a result of misuse or improper maintenance of tractor and its attachments or operator error.

2. Concessionaire Operating Responsibilities
A. Concessionaire shall at all times during the term of this Agreement provide sufficient material, supplies, equipment, and labor to accomplish required programs and services on the Facility and be responsible for performing duties and responsibilities which include:
i. Concessionaire shall use the premises solely for the boarding and care of horses and related services including the training and instruction of riders and horses. The Facility is not permitted or warranted for overnight human habitation.
ii. Concessionaire, shall maintain a maintenance and operations plan that demonstrates how the Concessionaire will maintain and operate the Facility.

The plan should include schedules, procedures and documentation methods for all of the maintenance, housekeeping, sanitation and safety programs and tasks that are necessary to operate the Facility in accordance with applicable rules and regulations.
iii. Three (3) times a year Concessionaire agrees to provide job-related safety and risk management training to employees by a certified vendor. iv. Concessionaire shall inform the Town of any and all services, programs and activities that the Concessionaire shall offer; the Town reserves the right to

4 approve any or all services, programs, and activities offered on the premises by the Concessionaire. If a service or program is expressly disapproved by the Town, Concessionaire shall immediately suspend operations associated with the identified service or program.
v. Concessionaire shall understand and comply with all applicable laws, rules, regulations and guidelines in the care of horses. Concessionaire shall manage the Facility in a responsible and safe manner consistent with the terms of this Agreement, applicable equine industry best management practices and previously established Westwind Community Barn manager duties as further described in Exhibit “G”
vi. Concessionaire shall maintain a written Medical Emergency Plan (MEP) to address immediate medical care needs of individual riders and horses in the event of a medical emergency.
vii. Concessionaire shall maintain an Emergency Evacuation Plan (EEP) for immediate evacuation of any or all boarded horses in the event of an emergency.

Concessionaire shall participate and make Facility available for large animal rescue and training exercises.
viii. Concessionaire shall comply with the State of California Cal-OSHA regulations, including Section 3203 of Title 8 of the California Code of Regulations which requires all California employers to have a written, effective Injury and Illness Prevention Program (IIPP) that addresses hazards pertaining to the particular workplace covered by the program.
ix. Concessionaire shall undertake background and security investigations of each of Concessionaire’s staff as a condition of beginning and continuing work under any resulting Contract, the cost of which is the sole responsibility of the Concessionaire. This provision does not apply to stable hands currently employed at the Facility by Town’s maintenance service contractor if hired by Concessionaire.
x. Concessionaire shall undertake all aspects of financial management and record keeping, including billing for services, programs and payments to vendors/trainers.

5 xi. Concessionaire shall be responsible for ensuring the safety of the public and Facility users while on the Facility and shall consistently apply and enforce all rules, regulations, and policies and equestrian best management practices. xii. Concessionaire shall be responsible for all use of space and assignment of resources for the Facility. Concessionaire shall prohibit the storage or placement of trunks, tacks, and other supplies in Barn aisle ways. xiii. Concessionaire shall manage the number of horses and no more than ten (10) shall be pastured in Byrne Preserve. Concessionaire may pasture up to eight (8) school horses in Byrne Preserve and have use of the Facility without charge for Facility land use. School horses must have a calm temperament due to the many other users of the Preserve.
xiv. Concessionaire shall reasonably accommodate public community programs such as Westwind Riding Institute/4H (“WRI”), and will provideing WRI with upper arena usage Monday and Thursday from 4-5 pm. and Pony Club xiv. . Obligations and Agreements with WRI and Concessionaire shall have a boarding agreement, subject to approval as to form by the City Attorney, andwhich shall specify the terms and conditions of that boarder’s use of the Stable Facility. Such agreement shall provide a clause whereby the WRI and Concessionaire shall release the Town from all liability and hold harmless and defend the Town, its agents, Commissioners, Committee Members, staff and Council Members from any and all losses, claims or actions associated with boarding, lessons, riding or any other activity on the Stable Facility while under control of Concessionaire.

The WRI facility use and maintenance agreement between WRI and the Town is outlined in Exhibit “F.”
xv. and Pacific Ridge Pony Club are further described in Exhibit “F” and Exhibit “H”. Such accommodation will be contingent upon WRI and Pacific Ridge Pony Club agreements including indemnification provisions on Concessionaire’s behalf, with Concessionaire being named as an additional insured party under the WRI and Pacific Ridge Pony Club agreements. Said Agreements are hereby assigned to Concessionaire upon receipt of Concessionaire indemnification.

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6 xv.xvi. Concessionaire shall publish and maintain a current schedule of fees and charges for all services provided by the Concessionaire at the Facility. xvi.xvii. Concessionaire shall provide existing and future instructional riding programs offered to the public as further described in Exhibit “B”. The Concessionaire shall work with Town to ensure that riding programs requested by the Town shall meet the scope and quality established by the Town for such programs. xvii.xviii. Concessionaire shall publish arena time allocations on a weekly basis and seek input from Facility users in order to resolve potential conflict. Special events will be communicated to Facility users with adequate notice. xviii.xix. Concessionaire shall be able to recognize if a horse is in distress and shall take the appropriate steps to safeguard the health and safety of the animal. xix.xx. The Concessionaire shall be responsible for communicating to the Town any maintamaintenance in needs for ing fencing in Byrne Preserve and maintaining watering troughs in the Byrne Preserve. The Town shall be responsible for maintaining fire breaks, paths, gates, fence, trails, trees and other plant life and the general stewardship of the preserve.
xx.xxi. As soon as possible, but not longer than to exceed twenty-four (Within 24) hours, Concessionaire must notify the Town of any incident involving threat to public safety or injury/ fatality to Facility workers or Facility users, or damage to public property., Concessionaire shall transmit an incident report to Town on a Town approved Incident Report form.

B. Concessionaire agrees to post at conspicuous locations about the Facility notices giving the name, address, and telephone number of the superintendent responsible for the premises. Concessionaire agrees to allow Town to maintain Sheriff’s office at current location in Facility solely for the occupancy and benefit of law enforcement personnel at no charge to Town.

Town agrees to maintain the existing un-monitored digital video recording surveillance system of the Stable Facility 24/7 and provide system access to Concessionaire. Town agrees that Concessionaire is not required to maintain 24-hour on-site supervision of the Facility.

C. Concessionaire shall have a Town approved written agreement with each Facility user and trainer who utilizes the Facility. The agreement shall be subject to approval as to form by the City Attorney and shall specify the terms and conditions of that trainer’s use of the Stable Facility. Such agreement shall provide a clause whereby the trainer and Concessionaire

7 shall release the Town from all liability and hold harmless and defend Town, its agents, Commissioners, Committee Members, staff, and Council Members for any and all losses associated with boarding, lessons, riding or any other activity on the Facility while under control of Concessionaire. Trainer agreement shall include a description of how the trainer is to be compensated and what programs and services the trainer is required or permitted to provide. Any fees which may be charged by a trainer for any program or service at the Facility shall be specified in the written agreement. Concessionaire shall provide Town with a copy of Facility user and trainer’s signed agreement prior to allowing user or trainer use of the Facility, andFacility and shall further provide Town with a copy of any amendment to any such signed agreement within two (2) days after the execution of such amendment.

D. Concessionaire shall have a Town approved written boarding agreement with each boarder who utilizes the Facility. The boarding agreement shall be subject to approval as to form by the City Attorney and shall specify the terms and conditions of that boarder’s use of the Stable Facility. Such agreement shall provide a clause whereby the Boarder and Concessionaire shall release the Town from all liability and hold harmless and defend the Town, its agents, Commissioners, Committee Members, staff and Council Members from any and all losses, claims or actions associated with boarding, lessons, riding or any other activity on the Stable Facility while under control of Concessionaire.

E. Concessionaire shall maintain a written process to resolve disputes with boarders or other persons utilizing the Stable Facility. A written copy of such process shall be posted on the Facility in a place accessible to the public, shall be provided to each boarder at the time of execution of each boarding agreement, and shall be filed with Town.

3. Access to the Public
A. Programs and services provided by Concessionaire shall be made available to the public on a first-come, first-served basis, provided, however, Town residents shall have priority at all times over persons who are non-residents of Town in all programs and services offered at the Facility. Separate waitlists for residents and non-residents, containing the date and time of entrance on the list, shall be established for each program or service for which demand exceeds supply. A copy of each such list shall be posted at the Facility in an area accessible to the public and shall be provided to Town on an as needed basis.

B. The Facility shall be operated by Concessionaire under the name “Westwind Community Barn.” The Facility shall be open to the public no earlier than one-half

8 hour before sunrise and not later than one-half hour after sunset, seven days a week pursuant to Section 12-1.03 of the Los Altos Hills Municipal Code. The right of the public to free physical access to the Facility shall be maintained during posted hours of operation and in no event shall the Facility be fenced and gated so as to prohibit such access during hours of operation, provided, however, that Concessionaire may implement such security measures as deemed appropriate to assure the health, welfare, and safety of persons utilizing the Facility and the horses boarded on the Facility. Concessionaire shall reasonably secure Facility nightly at the close of operating hours to assure the health, welfare, and safety of the horses boarded on the Facility.

4. Facility Maintenance
A. Except for the 4H/WRI premises or as otherwise stipulated in this Agreement, Concessionaire shall at all times be responsible for routine maintenance and minor repairs to the Stable Facility in a condition satisfactory to the City Manager or designee. Routine maintenance and minor repairs are activities undertaken to keep the Facility in good order and operating repair and safety, including but not limited to, regular preventative maintenance and incidental repairs arising from normal wear and tear from the use of the Facility. Minor repairs are those repairs costing $500.00 or less for any single incident. Concessionaire shall in a timely fashion provide written notice to the City Manager or designee of any major repairs needed and Town shall make such repairs in a timely fashion. In an emergency, including after hours, Concessionaire shall immediately contact 911 and Town public works emergency staff, in that order. Prior to or upon effective date of this Agreement, Town shall furnish Concessionaire with contact information for Town staff responsible for afterhours public works emergencies.

B. Town and Concessionaire shall meet twice annually to perform maintenance walkthroughs to inspect and identify needed repairs.

C. The Town will contract drain flushing and tree maintenance annually.

Concessionaire shall work with the Town to schedule the Town to off-load bedding as needed.

Concessionaire shall work with the Town to schedule the Town to remove manure from the feeding pasture four (4) times a year. The Town shall provide maintenance support for ten (10) hours monthly or one hundred and twenty (120) hours annually for items not specifically listed in the agreement. If Concessionaire goes over the allotted 120 hours, Concessionaire could be charged for the additional services.

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9 DB. Concessionaire shall provide Town with a detailed description of all signage it proposes to utilize at any location on the Facility to advertise programs or services. Such signage shall not be installed without the prior written permission of the City Manager or designee.

EC. If the Stable Facility, or any part thereof, is damaged by weather storm, wildfire, earthquake, or any other Act of God or terrorism, Concessionaire shall not be responsible to repair or replace said Facility. Town may in its sole discretion determine to rebuild or repair all or part of the Facility or to terminate this Agreement with no further liability to Concessionaire.

In the event Town determines it will not rebuild or repair the Facility in the event of a substantial destruction, Town shall pay Concessionaire a $15,000 .00 relocation fee within 30 days of this decision.

FD. Concessionaire shall not cause any mechanic’s or materialmen’s liens to be placed upon the Facility.

GE. Notwithstanding any other provision of this Agreement to the contrary, Concessionaire shall operate and maintain the Facility, and every part thereof, in compliance with the conditions, restrictions, and reservations by which the Town has authority to utilize the Facility and in compliance with all rules and regulations and any amendments thereto promulgated by the Town, County of Santa Clara, and/or State of California.

HF. Town agrees to repair and maintain Facility landscaping, irrigation, parking, and driveway areas.

5. Sanitation
A. Concessionaire shall allow no offensive matter, litter or refuse, or substance constituting an unnecessary, unreasonable, or unlawful fire hazard, or material detrimental to the public health, to remain on the Facility. Concessionaire shall prevent the storage of clutter, junk or excess equipment, vehicles, and materials anywhere on the Facility. Concessionaire shall ensure that Facility appearance is neat and orderly at all times and prevent the accumulation of trash, debris and manure anywhere on the Facility and shall make all reasonable efforts to ensure that trash generated on-site is not blown or otherwise allowed to leave the Facility except in a proper disposal container. Concessionaire shall promptly notify the Town of any waste receptacles needed at the Facility.

B. Concessionaire shall clean all stalls, corrals and paddocks on a daily basis, removing all manure and replacing wet bedding material. Concessionaire shall clean feeding pasture on a twice monthly basis. Collected manure shall be stored in accordance with Facility

10 conditional use permit requirements (Exhibit “D”) and Health Department regulations and removed from the Facility no less than once per week. Concessionaire shall inspect and clean public restroom at Facility on a daily basisdaily. The Town will provide and pay for professional janitorial services for the public restroom and kitchen once weekly.

C. Concessionaire shall actively suppress and control the accumulation and breeding of flies and offensive odors resulting from accumulation of manure and urine in stalls, corrals, paddocks, pasture and uncovered manure bins. This will be done utilizing industry accepted methods intended to minimize health hazard to humans or the surrounding natural environment. This shall be an ongoing program for the duration of the Agreement.

D. Concessionaire shall notify Town within 24 hours if the Town’s trash, recycling and manure collector (GreenWaste Recovery, Inc.) fails to make a regularly scheduled collection of either trash, recyclables or compostables including manure.

E. Concessionaire shall control for all pest populations which may adversely affect the Facility. Known pests at the Facility include gophers, ground squirrels, flies and rats.

Concessionaire shall employ pest control methods which poses no health hazard to humans, and minimizes negatively affect the surrounding natural environment including watercourses and wildlife. This shall be an ongoing program for the duration of the Agreement.

6. Facility Improvements.

A. Concessionaire must obtain the approval of the City Council or City Manager, depending on the scope, prior to undertaking any improvements to the Facility that individually or collectively would cost more than $500.00. that areinvolve more than day -to - day maintenance.

B. Town may, in its sole and absolute discretion, make improvements to the Facility. Town shall retain the right to enter the Facility for purposes of construction/demolition of any improvement upon reasonable notice to the Concessionaire (e.g. 24 hours advance written notice) and will make reasonable efforts to minimize disruption to Concessionaire’s business operation. Improvements which cannot be completed in less than one month’s time shall be coordinated with Concessionaire so as to find a minimally disruptive period of use of the Facility.

C. By execution of this Agreement, Concessionaire waives all claims for damages incurred due to business disruption which may be attributable to the construction of new site improvements, demolition, or reconstruction of existing improvements, including, but not limited to loss of income due to temporary dislocation of boarded horses.

11 D. The Town and Concessionaire agrees to the arena maintenance management plan in attachment Exhibit JI. The Town agrees to pay for the arena maintenance costs outlined in Exhibit attachment IJ.

7. Ownership of Facility
A. All structures, improvements and fixtures existing on the Facility as of the Effective Date shall be and remain the property of Town, and structures, improvements and fixtures installed on the Facility by anyone during the term of this Agreement shall become and remain the property of Town, unless ownership rights to said fixtures, structures and improvements are formally waived by Town.

B. Concessionaire agrees that any Facility including structures, improvements or fixtures purchased and placed in or upon the Facility by Concessionaire by way of additions, repairs, replacements, or improvements shall at no time be removed by Concessionaire unless (i) prior written consent of Town is first obtained, or (ii) the purpose of such removal is repair or replacement of said property. Absent prior written agreement of the Parties, all such property shall at all times be the property of Town.

8. Fees and Charges
A. Concessionaire shall be responsible for collecting all facility use fees and charges for boarding services and may require existing and future boarders to enter into new boarding contracts., which may require each boarder to remit first and last month’s rents and may provide the last month’s rent may be retained by Concessionaire as security for future past due rent payments.

B. Fees and charges for all services, programs, rentals, and leases provided by Concessionaire may be established at the discretion of Concessionaire. Fees and service charges should be reasonable and competitive with similar facilities in the area.

9. Books, Records, Reports and Audit
A. Each year Concessionaire shall work with the Town to prepare a maintenance, and operations capital improvement projects (CIP) budget for the July 1st to June 30th fiscal year. The budget for each ensuing fiscal year shall be submitted to City Manager no later than April 1st preoceeding the July 1st on which the next fiscal year is to start.

B. Concessionaire shall keep full, complete and accurate books of account and records which will reflect all business and monetary transactions of Concessionaire as well as all

12 in-kind services provided to Concessionaire in connection with this Agreement. All such books and records, including tax return records shall be open to inspection by Town upon reasonable notice during normal business hours. Town shall have the right to undertake an independent audit of said books and records at any time but not more than once per twelve (12) month period.

C. Within fifteen (15) days of the end of each month, Concessionaire agrees to present to the City Manager (or designee) an unaudited financial operating statement and an activity report delineating the activities at the Facility during the month. In addition, Concessionaire shall forward an annual financial statement to the City Manager (or designee) no later than August 31st following the close of a fiscal year. Upon termination or expiration of this Agreement, Concessionaire shall forward to Town a final report for any such partial fiscal year. Such report shall be provided within forty-five (45) days after the final date this Agreement remains in effect.

This report obligation shall survive termination of this Agreement.

D. Within sixty (60) days after the close of Concessionaire’s fiscal year, Concessionaire shall file a report with Town setting forth the value of all Concessionaire improvements on the Facility..

D.E. On an annual basis for each full year, Concessionaire shall perform an audit as described in Exhibit C and submit to Town an audit report prepared by an independent auditor.

The cost of the audit shall be paid for by the split evenly by the Town. and Concessionaire. .

Concessionaire shall maintain, preserve and protect any and all records requested by the auditor or by Town in the form requested and in the manner dictated for a period of at least three (3) years. If there are any audit findings, the Concessionaire shall respond to all audit findings within 30 days of receipt of the final audit report.

F. Concessionaire shall submit and present an annual report detailing accomplishments to the City Council.

G. Town may, in its sole discretion, undertake a survey of customer satisfaction at the end of each year during the term of this Agreement, the results of which shall be shared with Concessionaire along with a suggested plan for improvements if any are deemed to be needed.

10. Collection of Fees and Charges Past Due
A. If any person utilizing the Facility fails to pay promptly any sum due to Concessionaire, then Concessionaire shall give such person written notice of such default, and if such person fails to pay all sums due within forty-five (45) days of such written notice of default,

13 Concessionaire shall terminate the right of such person to utilize the Facility, and shall undertake all necessary actions in accordance with State statute to collect such sum.

11. Concessionaire Management Fees
A. Town agrees to pay Concessionaire a monthly Management Payment by the first day of the month which shall be $3,300..00
B. Town and Concessionaire agree that revenue from all Concessionaire operated programs other than horseshows including riding, training, clinic, instruction services, Facility rentals and horse leases further described in Exhibit “B” shall be split with 8075% of the gross revenue received paid to the Concessionaire and 205% to the Town from $0-$300,000.

Revenue exceeding $300,0001 shall be split with 82% of the gross revenue received paid to the Concessionaire and 18% to the Town. Gross revenue shall mean all revenue less any refunds or 3rd party transaction fees. For any program revenue, collected by the Town, Town shall remit Concessionaire’s share of collected funds to Concessionaire within thirty (30) days following the completion/delivery of services. For any program revenue, collected by the Concessionaire, Concessionaire shall remit Town’s share of collected funds to Town by the 15th day following the month in which the funds are received. The remitting party shall provide the funds along with a report specifying the date, program recipient name and contact information, description of service provided, and amount of fees collected.

C. Concessionaire shall be limited to four (4) horseshows per year. For each horseshow, Concessionaire shall remit $500 .00 check payable to the Town for the use of the facility and in lieu of any revenue split described in section B, above.

D. Concessionaire runs IEA, a team show program. Concessionaire receives two types of payments for IEA.: aA team startup payment and lesson payments. Concessionaire agrees to pay the Town 205% of the gross lesson payments.

12. Agreement Enforcement
A. The City Manager shall be responsible for the enforcement of this Agreement on behalf of Town and shall be assisted therein by those officers and employees of Town having duties in connection with the administration thereof. Concessionaire and Town agree to meet on at least a quarterly monthly basis at Town Hall to discuss matters concerning Facility management, maintenance, operations, and finance.

14 B. Any officers and/or authorized employees and agents of Town may enter upon the Facility at any and all reasonable times for the purpose of determining whether or not Concessionaire is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of Town within the Facility without disruption to Facility users, visitors or guests.

C. In the event Town commences legal proceedings for the enforcement of this Agreement or recovery of the Facility and/or any property, Concessionaire does hereby agree to pay any sum which may be awarded to the Town by the Court for attorney’s fees and costs incurred in the action brought thereon. In the event Concessionaire commences legal proceedings for the enforcement of this Agreement or recovery of the Facility and/or any property, Town does hereby agree to pay any sum which may be awarded to the Concessionaire by the Court for attorney’s fees and costs incurred in the action brought thereon.

13. Compliance with Laws
A. In performing any work under this Agreement, Concessionaire shall comply with all applicable Federal, State, and local statutes, ordinances, rules and regulations, including but not limited to those related to the hiring of undocumented workers, the Fair Labor Standards Act and the Americans with Disabilities Act. Concessionaire further understands and agrees it must pay “prevailing wage” for construction projects which are considered “public works” under Labor Code §1720. Concessionaire shall indemnify, defend, and hold harmless the Town and its agents, officers, and employees from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for work performed by the Concessionaire’s employees.

In addition to all other requirements for employees to be certified as eligible to be employed, Concessionaire shall require all prospective employees to be subject to “live scan” to determine if there is any criminal history which would make the prospective employee a risk to work with and/or around minor children and complete California Child Abuse Mandated Reporters training by the CA Department of Social Services.

B. Concessionaire shall operate in full compliance with all applicable governmental permits, including applicable provisions of the Facility Conditional Use Permit (Exhibit “D”).

14. Town Events
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15 A. Concessionaire agrees that the Town may at no charge or fee hold up to five (5) public events annually at the Facility. Details of the events and required accommodations by the Concessionaire are stipulated in Exhibit “E”.

15. Possessory Interest Tax
A. Concessionaire understands a possessory interest tax may be imposed under State or Federal tax law upon Concessionaire’s assumption of interest in the Facility and agrees to pay any such tax if and when due. Such tax shall be considered a boarding facility expense and be allowed in the Concessionaire’s calculation of the Subsidy.

16. Indemnification
A. Town and its officers, agents, employees and representatives (collectively, the “Town Representatives”) shall not be liable for death, injury, or damage of any kind to persons or property from any cause whatsoever by reason of the use and occupancy of the Stable Facility by Concessionaire, or by the agents, servants, employees, or invitees of Concessionaire, and Concessionaire hereby waives all claims and causes of action against Town and the Town Representatives for any such injury or damage as well as for consequential damages, loss of profits, and business interruption.

B. Concessionaire agrees to indemnify, defend, and hold harmless the Town, its officers, agents, employees and Town Representatives from and against any and all liability, loss, cost, expense, or obligation, including, without limitation, attorney's fees, court costs, and other expenses, on account of, or arising out of, Concessionaire’s performance under this Agreement; and this Agreement is made on the express condition that Town and the Town Representatives shall not be liable for, or suffer any loss or incur any liability by reason of, injury to or death of a person or damage to or loss of any use of property, from whatever cause, in any way connected with the condition or use of the Stable Facility during the term of this Agreement or any extension thereof, or the condition or use of personal property or fixtures on or about the Stable Facility during the term of this Agreement or any extension thereof, whether arising in whole or in part from active or passive negligence on the part of Town or any Town Representative and/or from acts for which Town or any Town Representative would otherwise be held strictly liable, excepting only willful misconduct of Town or the Town Representatives acting in their duly authorized capacities. This indemnification obligation shall survive termination or expiration of this Agreement.

16 C. Concessionaire accepts the Facility in “as is” condition as of the Effective Date. Concessionaire agrees Town and the Town Representatives shall not be liable to Concessionaire or Concessionaire’s agents, servants, employees, or invitees for any damage, loss, or injury caused by the condition or design of, or any defect in, the Stable Facility, even if such loss, damage, or injury is or was the result of negligence of Town or any Town Representative, whether active or passive, or from acts for which Town or the Town Representatives would otherwise be held strictly liable.

D. The foregoing indemnifications shall not apply to: (i) any damage caused by soils or geotechnical problems, if any, which may have existed at the Facility as of the Effective Date; (ii) any requirement imposed by the Los Altos Hills County Fire District and Santa Clara County Fire Department to widen any road or street; (iii) any requirement to make any sewer or storm drain improvements which Town determines are needed for the public health, safety, or welfare; or (iv) any liability occurring from operation of the Facility by Town prior to the Effective Date.

17. Insurance
A. Concessionaire shall procure and maintain, at its sole costs and expense, comprehensive commercial general liability insurance of not less than two million dollars ($2,000,000.00) per occurrence and five million dollars ($5,000,000) general aggregate.

Concessionaire’s insurer must have an A.M. Best Rating of no less than A:VII. Such insurance shall specifically insure performance by Concessionaire of the indemnity set forth in Section 16 of this Agreement, shall specifically name Town and the Town Representatives as additional insured, shall provide such coverage as primary and any coverage Town may maintain shall be in excess thereto, shall include a cross-liability or severability of interest endorsement, and shall provide it shall not be canceled or modified without at least thirty (30) days prior written notice to Town.

The presence of such insurance and the specification of liability limits for such insurance by Town shall in no manner limit the liability of Concessionaire under the terms of the indemnification set forth in Section 16 of this Agreement.

B. Concessionaire shall procure business automobile liability insurance of not less than one million dollars ($1,000,000.00) per occurrence and one million dollars ($1,000,000) general aggregate. Such insurance shall specifically insure performance by Concessionaire of the indemnity set forth in Section 16 of this Agreement, shall specifically name Town and the Town Representatives as additional insured, shall provide such coverage as primary and any coverage

17 Town may maintain shall be in excess thereto, shall include a cross-liability or severability of interest endorsement, and shall provide it shall not be canceled or modified without at least thirty (30) days prior written notice to Town. The presence of such insurance and the specification of liability limits for such insurance by Town shall in no manner limit the liability of Concessionaire under the terms of the indemnification set forth in Section 16 of this Agreement.

C. Concessionaire shall procure and maintain, at its sole cost and expense, Worker’s Compensation insurance in the amounts required by law.

D. Town shall maintain, at its sole cost and expense, standard form fire, extended coverage, vandalism, and malicious mischief insurance, insuring all real property and fixtures located at and comprising the Stable Facility. Concessionaire may, at its sole discretion, obtain such insurance for personal property maintained by Concessionaire on the Facility.

E. Concessionaire shall deliver to the City Manager certificates of insurance as required under the Subsections A and B of this Section. Concessionaire shall also deliver to the City Manager a renewal binder for each policy of insurance required under this Agreement not later than fifteen (15) days before the scheduled date of expiration of such policy. If Concessionaire fails to maintain any required policy of insurance, then the City Manager may obtain said policy upon ten (10) days written notice and Concessionaire shall immediately pay to Town any costs or expenses incurred by Town in acquiring such policy.

18. Assignment.

Concessionaire shall not assign or hypothecate this Agreement, or any interest created hereby, nor any rights or privileges herein, nor shall it enter into any agreement allowing the operation by another person of the concession on the Facility granted by this Agreement or any portion thereof without the prior written consent of Town which consent may be granted or withheld at the sole discretion of Town. Any unapproved assignment or agreement shall be void and confer no rights on or to any third party and shall be cause for termination of this Agreement by Town, at its sole option. This provision against assignment and hypothecation shall be deemed to be a continuing covenant and apply not only to Concessionaire, but to any and all assignees, contractors and mortgagees of the Facility and to any who may in any manner acquire any interest herein.

19. Waiver of Defaults
No waiver of any breach, default or term hereof shall constitute a waiver of any other breach, default, or term hereof, whether of the same or any other covenant or condition.

18 20. Relationship of Parties
The relationship of the Parties is solely that of owner and Concessionaire, and nothing in this Agreement shall be construed to create the relationship of agent, servant, employee, partnership, joint venture or association, as between Town and Concessionaire. Concessionaire understands and agrees that all persons furnishing services on behalf of Concessionaire pursuant to this Agreement are, for purposes of Worker's Compensation Liability, employees solely of Concessionaire and not of Town. Concessionaire shall bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries arising from or connected with services on behalf of Concessionaire pursuant to this Agreement.

21. Term of Agreement
A. The term of the Agreement is for three (3) years from the Effective Date.

B. Upon expiration of the Agreement term, and subject to the mutual agreement of the Parties, Town and Concessionaire may extend the term of this Agreement for two (2) additional consecutive periods of three (3) years each. Concessionaire may seek to extend the term of this Agreement only if Concessionaire: (i) is, at the time of expiration of the extension thereof, in compliance with all of its obligations hereunder and with all restrictions of record applicable hereto, and (ii) gives written notice to Town of such desire to extend at least one hundred and twenty (120) days before the expiration of the then current term.

C. Town may terminate this Agreement at any time and without cause upon one hundred and eighty (180) days’ written notice to Concessionaire. Notwithstanding the foregoing, if Concessionaire fails to perform any of the covenants, conditions, provisions or agreements contained in this Agreement, or if Concessionaire for any reason is dissolved, or if a petition in bankruptcy or insolvency is filed by or against Concessionaire, then, in that event, Town shall have the right to immediately terminate this Agreement and to recover and resume possession of the Facility. This shall be considered termination “for cause.” In the event of a “for cause” termination, Town shall give Concessionaire written notice of its election to terminate this Agreement and the date upon which such termination is to occur, which shall be not less than ten (10) days of receipt after the date of such notice. If Concessionaire has not corrected the reason for the termination “for cause” within the time allotted in the written notice of Town’s intent to terminate Agreement, then termination shall be considered effective.

19 D. Concessionaire may terminate this Agreement upon ninety (90) days written notice to Town and shall include in such notice the reasons for cancellation.

E. In the event that Concessionaire shall hold the Facility, or any part thereof, for any one day after the date upon which Concessionaire is required to terminate possession of the Facility, Concessionaire shall be deemed liable for the unlawful detainer of the Facility under the statutes of the State of California, and shall be subject to eviction.

F. Commencing with the third (3) year anniversary date of the start of the agreement, (April1, 2023) and at each anniversary date thereafter if agreement is renewed or extended, the Town, in its sole discretion, and for its sole convenience, may terminate the agreement for any reason whatsoever. Termination hereunder shall be effected The Town may terminate the Agreement by the delivery of a notice of termination to the Concessionaire specifying the extent to which the performance of work is terminated and the date upon which such termination shall become effective. The effective date of such termination shall be no less than one hundred eighty (180) days from the date of the notice.

G. Without limiting the generality and the effect of any of the preceding provisions of this Agreement, Concessionaire covenants and agrees, upon the termination of this Agreement, that it will immediately peaceably surrender and deliver in good condition to Town the Facility, together with the improvements, appurtenances, furniture, furnishings, equipment and other Town property located thereon. Concessionaire agrees to leave a minimum two-month supply of hay, feed and bedding based on occupancy on Effective Termination Date of Agreement.

22. Attorney’s Fees
If either Party brings any action or proceeding to enforce, protect, or establish any right or remedy in this Agreement, then the prevailing Party shall be entitled to recover reasonable attorney’s fees.

23. Force Majeure
Performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of nature, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor,

20 subcontractor or supplies, acts of the other party, acts or failure to act of any other public or governmental agency or entity (other than acts or failure to act of Town shall not excuse performance by Town) or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days after knowledge of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by mutual agreement of Town and Concessionaire.

24. Independent Contractor
A. Concessionaire is and shall at all times remain as to Town a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Concessionaire shall at all times be under Concessionaire’s exclusive direction and control.

Neither Town nor any of its officers, employees, or agents shall have control over the conduct of Concessionaire or any of Concessionaire’s officers, employees or agents, except as set forth in this Agreement. Concessionaire shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the Town.

Concessionaire shall not incur or have the power to incur any debt, obligation, or liability whatever against Town, or bind Town in any manner.

B. No employee benefits shall be available to Concessionaire in connection with the performance of this Agreement. Except for the fees paid to Concessionaire as provided in this Agreement, Town shall not pay salaries, wages, or other compensation to Concessionaire for performing services hereunder for Town. Town shall not be liable for compensation or indemnification to Concessionaire for injury or sickness arising out of performing services hereunder.

25. Transition of Stable to Concessionaire
This Agreement does not obligate Concessionaire to utilize any employee, contractor, or supplier of the Town. Concessionaire shall have sole discretion in the hiring, scheduling, discipline and termination of any and all employees working on the Facility pursuant to this Agreement. Town represents that Concessionaire is free to hire existing barn employees, that their employment is acceptable to the Town and that there are no fees due any party for hiring these existing employees.

21 26. Successors in Interest
Each and all of the terms, conditions, covenants and obligations hereof shall inure to the benefit of and bind the heirs, personal representatives, successors and assigns of the parties hereto and all persons holding under or through them or any of them. All of Concessionaire’s covenants hereunder, including those against assignment and subletting, are continuing and binding without exception on all who take or acquire any interest hereunder. Without limiting or qualifying any of the foregoing provisions of this Agreement, every person taking any interest hereunder, by, through or under Concessionaire shall by virtue of taking or acceptance of such interest and without further act be deemed to have become bound hereunder not only by privity of estate, but of contract, and to have assumed and agreed to perform all of the covenants and obligation of Concessionaire hereunder to the same extent as though such assignee had personally executed this Agreement.

27. Notices
All notices shall be in writing and shall be sufficiently given and served upon the other party by hand delivery, first class mail, registered or certified, return receipt requested, postage prepaid and addressed as follows:

To the Town:

Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Attn: City Manager
To the Concessionaire:

Victoria Dye Equestrian, LLC
650 Castro Street, Suite 120-347
Mountain View, CA 94041

28. Exhibits Incorporated by Reference
This Agreement consists of twenty-two (22) pages (including signature pages) and nine (9) exhibits. All Exhibits attached hereto are incorporated by reference in this Agreement as though fully set forth herein. In the event of conflict between the provisions contained in this Agreement and any Exhibit, the provisions of this Agreement shall prevail.

29. Governing Law, Jurisdiction, Venue
Formatted: Underline
Formatted: Underline

22 This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Concessionaire agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Santa Clara.

30. Entire Agreement
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

Executed at Los Altos Hills, California, on the dates set forth hereafter.

TOWN OF LOS ALTOS HILLS
Date: By: ______________________________
MAYOR
ATTEST:
______________________________

CITY CLERK
APPROVED AS TO FORM:
______________________________

CITY ATTORNEY

23 CONCESSIONAIRE
Date: By: ________________________________
Its: ___________________________
Date: By: ________________________________
Its: ___________________________

EXHIBIT LIST
Exhibit A
Stable Facility Description
Exhibit B
Instructional Riding Program Description
Exhibit C
Agreed-upon Audit Procedure
Exhibit D
Conditional Use Permit
Exhibit E
Town Events
Exhibit F
Westwind Riding Institute Agreement
Exhibit G
Westwind Community Barn Manager Duties
Exhibit H
Pacific Ridge Pony Club Agreement
Exhibit IH
Vision of Operating Principles for Westwind Community Barn Exhibit IJ
Arena Maintenance Plan
5314858.1

CONCESSION AGREEMENT FOR

OPERATION OF THE WESTWIND COMMUNITY BARN

OWNED BY THE TOWN OF LOS ALTOS HILLS

BETWEEN THE TOWN OF LOS ALTOS HILLS
AND

VICTORIA DYE EQUESTRIAN, LLC
DATED: APRIL 1, 2023
Attachment 3

1 TABLE OF CONTENTS
Page No.

1. Grant of Concession 2

2. Concessionaire Operating Responsibilities 3

3. Access to the Public 7

4. Facility Maintenance 7

5. Sanitation 9

6. Facility Improvements 10

7. Ownership of Facility 10

8. Fees and Charges 11

9. Books, Records, Reports and Audit 11

10. Collection of Fees and Charges Past Due 12

11. Concession Fees 12

12. Agreement Enforcement 13

13. Compliance with Laws 13

14. Town Events 14

15. Possessory Interest Tax 14

16. Indemnification 14

17. Insurance 15

18. Assignment 16

19. Waiver of Defaults 17

20. Relationship of Parties 17

21. Term of Agreement 17

22. Attorney’s Fees 18

23. Force Majeure 19

24. Independent Contractor 19

25. Transition of Stable to Concessionaire 20

26. Successors in Interest 20
27 Notices 20

28. Exhibits Incorporated by Reference 21

29. Governing Law, Jurisdiction, Venue 21

30. Entire Agreement 21

2 CONCESSION AGREEMENT FOR

OPERATION OF THE WESTWIND COMMUNITY BARN

OWNED BY THE TOWN OF LOS ALTOS HILLS
THIS CONCESSION AGREEMENT (“Agreement”) is made and entered into by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, (“Town”) and Victoria Dye Equestrian, a California Limited Liability Company (“Concessionaire”). (Town and Concessionaire are each a “Party” and are collectively the “Parties.”)

RECITALS
A. Town owns a 15-acre property located at 27210 Altamont Road, Los Altos Hills known as the Westwind Community Barn upon which are buildings and other improvements intended for the private boarding of horses, the instruction and training of riders and their horses, promoting the community aspects of the Facility including the WRI Program, the Interscholastic Equestrian Association (IEA), public recreation and special events. This real property and all buildings and improvements shall be collectively referred to in this Agreement as the “Stable Facility” or “Facility”;
B. Concessionaire has cost effectively maintained and safely operated the Stable Facility for nine (9) years. Concessionaire shall manage the Facility use schedule in such a manner to minimize conflict and foster a socially vibrant and healthy learning environment for all Facility users pursuant to a concession agreement;
C. The Town’s overall vision of operating principles for Westwind Community Barn is further described in Exhibit “H”;
D. The Parties therefore desire to enter into this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the Parties hereby covenant, promise and agree as follows:

1. Grant of Concession
A. As of April 1, 2023, (the “Effective Date”), Town grants to Concessionaire a concession at the Stable Facility for the limited purpose of maintaining and operating the Stable Facility as further described in the attached Exhibit A and in conformance with all requirements of this Agreement. Concessionaire shall devote the greater part of his or her working time and attention to the operation of the Concession and shall promote, increase and continue to develop

3 the business. Victoria Dye Equestrian, LLC shall assign Victoria Dye to manage the Facility during the days and hours of operation of the Concession.

B. Concessionaire shall maintain payment and utilities costs for Facility including electric, water, telephone, and internet, except that the Town shall reimburse 50% of the water utility cost upon submittal of invoice and utility payment receipt. Town also agrees to continue to pay utility service cost for sewer service, annual and monthly fire inspections, maintain smoke detectors and extinguishers, and trash and manure pickup.

2. Concessionaire Operating Responsibilities
A. Concessionaire shall at all times during the term of this Agreement provide sufficient material, supplies, equipment, and labor to accomplish required programs and services on the Facility and be responsible for performing duties and responsibilities which include:
i. Concessionaire shall use the premises solely for the boarding and care of horses and related services including the training and instruction of riders and horses. The Facility is not permitted or warranted for overnight human habitation.
ii. Concessionaire, shall maintain a maintenance and operations plan that demonstrates how the Concessionaire will maintain and operate the Facility.

The plan should include schedules, procedures and documentation methods for all of the maintenance, housekeeping, sanitation and safety programs and tasks that are necessary to operate the Facility in accordance with applicable rules and regulations.
iii. Three (3) times a year Concessionaire agrees to provide job-related safety and risk management training to employees by a certified vendor. iv. Concessionaire shall inform the Town of any and all services, programs and activities that the Concessionaire shall offer; the Town reserves the right to approve any or all services, programs, and activities offered on the premises by the Concessionaire. If a service or program is expressly disapproved by the Town, Concessionaire shall immediately suspend operations associated with the identified service or program.

4 v. Concessionaire shall understand and comply with all applicable laws, rules, regulations and guidelines in the care of horses. Concessionaire shall manage the Facility in a responsible and safe manner consistent with the terms of this Agreement, applicable equine industry best management practices and previously established Westwind Community Barn manager duties as further described in Exhibit “G”
vi. Concessionaire shall maintain a written Medical Emergency Plan (MEP) to address immediate medical care needs of individual riders and horses in the event of a medical emergency.
vii. Concessionaire shall maintain an Emergency Evacuation Plan (EEP) for immediate evacuation of any or all boarded horses in the event of an emergency.

Concessionaire shall participate and make Facility available for large animal rescue and training exercises.
viii. Concessionaire shall comply with the State of California Cal-OSHA regulations, including Section 3203 of Title 8 of the California Code of Regulations which requires all California employers to have a written, effective Injury and Illness Prevention Program (IIPP) that addresses hazards pertaining to the particular workplace covered by the program.
ix. Concessionaire shall undertake background and security investigations of each of Concessionaire’s staff as a condition of beginning and continuing work under any resulting Contract, the cost of which is the sole responsibility of the Concessionaire.
x. Concessionaire shall undertake all aspects of financial management and record keeping, including billing for services, programs and payments to vendors/trainers.
xi. Concessionaire shall be responsible for ensuring the safety of the public and Facility users while on the Facility and shall consistently apply and enforce all rules, regulations, policies and equestrian best management practices. xii. Concessionaire shall be responsible for all use of space and assignment of resources for the Facility. Concessionaire shall prohibit the storage or placement of trunks, tacks, and other supplies in Barn aisle ways.

5 xiii. Concessionaire shall manage the number of horses and no more than ten (10) shall be pastured in Byrne Preserve. Concessionaire may pasture up to eight (8) school horses in Byrne Preserve and have use of the Facility without charge for Facility land use. School horses must have a calm temperament due to the many other users of the Preserve.
xiv. Concessionaire shall reasonably accommodate public community programs such as Westwind Riding Institute (“WRI”), and will provide WRI with upper arena usage Monday and Thursday from 4-5 pm.
xv. WRI and Concessionaire shall have a boarding agreement, subject to approval as to form by the City Attorney, which shall specify the terms and conditions of that boarder’s use of the Stable Facility. Such agreement shall provide a clause whereby the WRI and Concessionaire shall release the Town from all liability and hold harmless and defend the Town, its agents, Commissioners, Committee Members, staff and Council Members from any and all losses, claims or actions associated with boarding, lessons, riding or any other activity on the Stable Facility while under control of Concessionaire. The WRI facility use and maintenance agreement between WRI and the Town is outlined in Exhibit “F.”
xvi. Concessionaire shall publish and maintain a current schedule of fees and charges for all services provided by the Concessionaire at the Facility. xvii. Concessionaire shall provide existing and future instructional riding programs offered to the public as further described in Exhibit “B”. The Concessionaire shall work with Town to ensure that riding programs requested by the Town shall meet the scope and quality established by the Town for such programs. xviii. Concessionaire shall publish arena time allocations on a weekly basis and seek input from Facility users in order to resolve potential conflict. Special events will be communicated to Facility users with adequate notice. xix. Concessionaire shall be able to recognize if a horse is in distress and shall take the appropriate steps to safeguard the health and safety of the animal. xx. The Concessionaire shall be responsible for communicating to the Town any maintenance needs for fencing in Byrne Preserve and maintaining watering

6 troughs in the Byrne Preserve. The Town shall be responsible for maintaining fire breaks, paths, gates, fence, trails, trees and other plant life and the general stewardship of the preserve.
xxi. As soon as possible, but not to exceed twenty-four (24) hours, Concessionaire must notify the Town of any incident involving threat to public safety or injury/ fatality to Facility workers or Facility users, or damage to public property.

Concessionaire shall transmit an incident report to Town on a Town approved Incident Report form.

B. Concessionaire agrees to post at conspicuous locations about the Facility notices giving the name, address, and telephone number of the superintendent responsible for the premises. Concessionaire agrees to allow Town to maintain Sheriff’s office at current location in Facility solely for the occupancy and benefit of law enforcement personnel at no charge to Town.

Town agrees to maintain the existing un-monitored digital video recording surveillance system of the Stable Facility 24/7 and provide system access to Concessionaire. Town agrees that Concessionaire is not required to maintain 24-hour on-site supervision of the Facility.

C. Concessionaire shall have a Town approved written agreement with each Facility user and trainer who utilizes the Facility. The agreement shall be subject to approval as to form by the City Attorney and shall specify the terms and conditions of that trainer’s use of the Stable Facility. Such agreement shall provide a clause whereby the trainer and Concessionaire shall release the Town from all liability and hold harmless and defend Town, its agents, Commissioners, Committee Members, staff, and Council Members for any and all losses associated with boarding, lessons, riding or any other activity on the Facility while under control of Concessionaire. Trainer agreement shall include a description of how the trainer is to be compensated and what programs and services the trainer is required or permitted to provide. Any fees which may be charged by a trainer for any program or service at the Facility shall be specified in the written agreement. Concessionaire shall provide Town with a copy of Facility user and trainer’s signed agreement prior to allowing user or trainer use of the Facility and shall further provide Town with a copy of any amendment to any such signed agreement within two (2) days after the execution of such amendment.

D. Concessionaire shall have a Town approved written boarding agreement with each boarder who utilizes the Facility. The boarding agreement shall be subject to approval

7 as to form by the City Attorney and shall specify the terms and conditions of that boarder’s use of the Stable Facility. Such agreement shall provide a clause whereby the Boarder and Concessionaire shall release the Town from all liability and hold harmless and defend the Town, its agents, Commissioners, Committee Members, staff and Council Members from any and all losses, claims or actions associated with boarding, lessons, riding or any other activity on the Stable Facility while under control of Concessionaire.

E. Concessionaire shall maintain a written process to resolve disputes with boarders or other persons utilizing the Stable Facility. A written copy of such process shall be posted on the Facility in a place accessible to the public, shall be provided to each boarder at the time of execution of each boarding agreement, and shall be filed with Town.

3. Access to the Public
A. Programs and services provided by Concessionaire shall be made available to the public on a first-come, first-served basis, provided, however, Town residents shall have priority at all times over persons who are non-residents of Town in all programs and services offered at the Facility. Separate waitlists for residents and non-residents, containing the date and time of entrance on the list, shall be established for each program or service for which demand exceeds supply. A copy of each such list shall be provided to Town on an as needed basis.

B. The Facility shall be operated by Concessionaire under the name “Westwind Community Barn.” The Facility shall be open to the public no earlier than one-half hour before sunrise and not later than one-half hour after sunset, seven days a week pursuant to Section 12-1.03 of the Los Altos Hills Municipal Code. The right of the public to free physical access to the Facility shall be maintained during posted hours of operation and in no event shall the Facility be fenced and gated so as to prohibit such access during hours of operation, provided, however, that Concessionaire may implement such security measures as deemed appropriate to assure the health, welfare, and safety of persons utilizing the Facility and the horses boarded on the Facility. Concessionaire shall reasonably secure Facility nightly at the close of operating hours to assure the health, welfare, and safety of the horses boarded on the Facility.

4. Facility Maintenance
A. Except for the WRI premises or as otherwise stipulated in this Agreement, Concessionaire shall at all times be responsible for routine maintenance and minor repairs to the Stable Facility in a condition satisfactory to the City Manager or designee. Routine maintenance

8 and minor repairs are activities undertaken to keep the Facility in good order and operating repair and safety, including but not limited to, regular preventative maintenance and incidental repairs arising from normal wear and tear from the use of the Facility. Concessionaire shall in a timely fashion provide written notice to the City Manager or designee of any major repairs needed and Town shall make such repairs in a timely fashion. In an emergency, including after hours, Concessionaire shall immediately contact 911 and Town public works emergency staff, in that order.

B. Town and Concessionaire shall meet twice annually to perform maintenance walkthroughs to inspect and identify needed repairs.

C. The Town will contract drain flushing and tree maintenance annually.

Concessionaire shall work with the Town to schedule the Town to off-load bedding as needed.

Concessionaire shall work with the Town to schedule the Town to remove manure from the feeding pasture four (4) times a year. The Town shall provide maintenance support for ten (10) hours monthly or one hundred and twenty (120) hours annually for items not specifically listed in the agreement. If Concessionaire goes over the allotted 120 hours, Concessionaire could be charged for the additional services.

D. Concessionaire shall provide Town with a detailed description of all signage it proposes to utilize at any location on the Facility to advertise programs or services. Such signage shall not be installed without the prior written permission of the City Manager or designee.

E. If the Stable Facility, or any part thereof, is damaged by weather storm, wildfire, earthquake, or any other Act of God or terrorism, Concessionaire shall not be responsible to repair or replace said Facility. Town may in its sole discretion determine to rebuild or repair all or part of the Facility or to terminate this Agreement with no further liability to Concessionaire.

In the event Town determines it will not rebuild or repair the Facility in the event of a substantial destruction, Town shall pay Concessionaire a $15,000 relocation fee within 30 days of this decision.

F. Concessionaire shall not cause any mechanic’s or materialmen’s liens to be placed upon the Facility.

G. Notwithstanding any other provision of this Agreement to the contrary, Concessionaire shall operate and maintain the Facility, and every part thereof, in compliance with the conditions, restrictions, and reservations by which the Town has authority to utilize the Facility

9 and in compliance with all rules and regulations and any amendments thereto promulgated by the Town, County of Santa Clara, and/or State of California.

H. Town agrees to repair and maintain Facility landscaping, irrigation, parking, and driveway areas.

5. Sanitation
A. Concessionaire shall allow no offensive matter, litter or refuse, or substance constituting an unnecessary, unreasonable, or unlawful fire hazard, or material detrimental to the public health, to remain on the Facility. Concessionaire shall prevent the storage of clutter, junk or excess equipment, vehicles, and materials anywhere on the Facility. Concessionaire shall ensure that Facility appearance is neat and orderly at all times and prevent the accumulation of trash, debris and manure anywhere on the Facility and shall make all reasonable efforts to ensure that trash generated on-site is not blown or otherwise allowed to leave the Facility except in a proper disposal container. Concessionaire shall promptly notify the Town of any waste receptacles needed at the Facility.

B. Concessionaire shall clean all stalls, corrals and paddocks on a daily basis, removing all manure and replacing wet bedding material. Collected manure shall be stored in accordance with Facility conditional use permit requirements (Exhibit “D”) and Health Department regulations and removed from the Facility no less than once per week. Concessionaire shall inspect and clean public restroom at Facility daily. The Town will provide and pay for professional janitorial services for the public restroom and kitchen once weekly.

C. Concessionaire shall actively suppress and control the accumulation and breeding of flies and offensive odors resulting from accumulation of manure and urine in stalls, corrals, paddocks, pasture and uncovered manure bins. This will be done utilizing industry accepted methods intended to minimize health hazard to humans or the surrounding natural environment. This shall be an ongoing program for the duration of the Agreement.

D. Concessionaire shall notify Town within 24 hours if the Town’s trash, recycling and manure collector (GreenWaste Recovery, Inc.) fails to make a regularly scheduled collection of either trash, recyclables or compostables including manure.

E. Concessionaire shall control for all pest populations which may adversely affect the Facility. Known pests at the Facility include gophers, ground squirrels, flies and rats.

Concessionaire shall employ pest control methods which poses no health hazard to humans, and

10 minimizes negatively affect the surrounding natural environment including watercourses and wildlife. This shall be an ongoing program for the duration of the Agreement.

6. Facility Improvements.

A. Concessionaire must obtain the approval of the City Council or City Manager, depending on the scope, prior to undertaking any improvements to the Facility that involve more than day-to-day maintenance.

B. Town may, in its sole and absolute discretion, make improvements to the Facility. Town shall retain the right to enter the Facility for purposes of construction/demolition of any improvement upon reasonable notice to the Concessionaire (e.g. 24 hours advance written notice) and will make reasonable efforts to minimize disruption to Concessionaire’s business operation. Improvements which cannot be completed in less than one month’s time shall be coordinated with Concessionaire so as to find a minimally disruptive period of use of the Facility.

C. By execution of this Agreement, Concessionaire waives all claims for damages incurred due to business disruption which may be attributable to the construction of new site improvements, demolition, or reconstruction of existing improvements, including, but not limited to loss of income due to temporary dislocation of boarded horses.

D. The Town and Concessionaire agrees to the arena maintenance management plan in Exhibit I. The Town agrees to pay for the arena maintenance costs outlined in Exhibit I.

7. Ownership of Facility
A. All structures, improvements and fixtures existing on the Facility as of the Effective Date shall be and remain the property of Town, and structures, improvements and fixtures installed on the Facility by anyone during the term of this Agreement shall become and remain the property of Town, unless ownership rights to said fixtures, structures and improvements are formally waived by Town.

B. Concessionaire agrees that any Facility including structures, improvements or fixtures purchased and placed in or upon the Facility by Concessionaire by way of additions, repairs, replacements, or improvements shall at no time be removed by Concessionaire unless (i) prior written consent of Town is first obtained, or (ii) the purpose of such removal is repair or replacement of said property. Absent prior written agreement of the Parties, all such property shall at all times be the property of Town.

11 8. Fees and Charges
A. Concessionaire shall be responsible for collecting all facility use fees and charges for boarding services and may require existing and future boarders to enter into new boarding contracts.

B. Fees and charges for all services, programs, rentals, and leases provided by Concessionaire may be established at the discretion of Concessionaire. Fees and service charges should be reasonable and competitive with similar facilities in the area.

9. Books, Records, Reports and Audit
A. Each year Concessionaire shall work with the Town to prepare a maintenance and capital improvement projects (CIP) budget for the July 1st to June 30th fiscal year.

The budget for each ensuing fiscal year shall be submitted to City Manager no later than April 1st preceeding the July 1st on which the next fiscal year is to start.

B. Concessionaire shall keep full, complete and accurate books of account and records which will reflect all business and monetary transactions of Concessionaire as well as all in-kind services provided to Concessionaire in connection with this Agreement. All such books and records, including tax return records shall be open to inspection by Town upon reasonable notice during normal business hours. Town shall have the right to undertake an independent audit of said books and records at any time but not more than once per twelve (12) month period.

C. Within fifteen (15) days of the end of each month, Concessionaire agrees to present to the City Manager (or designee) an unaudited financial operating statement and an activity report delineating the activities at the Facility during the month. In addition, Concessionaire shall forward an annual financial statement to the City Manager (or designee) no later than August 31st following the close of a fiscal year. Upon termination or expiration of this Agreement, Concessionaire shall forward to Town a final report for any such partial fiscal year. Such report shall be provided within forty-five (45) days after the final date this Agreement remains in effect.

This report obligation shall survive termination of this Agreement.

D. On an annual basis for each full year, Concessionaire shall perform an audit as described in Exhibit C and submit to Town an audit report prepared by an independent auditor.

The cost of the audit shall be paid for by the Town. Concessionaire shall maintain, preserve and protect any and all records requested by the auditor or by Town in the form requested and in the manner dictated for a period of at least three (3) years. If there are any audit findings, the

12 Concessionaire shall respond to all audit findings within 30 days of receipt of the final audit report.

F. Concessionaire shall submit and present an annual report detailing accomplishments to the City Council.

G. Town may, in its sole discretion, undertake a survey of customer satisfaction at the end of each year during the term of this Agreement, the results of which shall be shared with Concessionaire along with a suggested plan for improvements if any are deemed to be needed.

10. Collection of Fees and Charges Past Due
A. If any person utilizing the Facility fails to pay promptly any sum due to Concessionaire, then Concessionaire shall give such person written notice of such default, and if such person fails to pay all sums due within forty-five (45) days of such written notice of default, Concessionaire shall terminate the right of such person to utilize the Facility, and shall undertake all necessary actions in accordance with State statute to collect such sum.

11. Concessionaire Fees
A. Town agrees to pay Concessionaire a monthly Management Payment by the first day of the month which shall be $3,300.

B. Town and Concessionaire agree that revenue from all Concessionaire operated programs other than horseshows including riding, training, clinic, instruction services, Facility rentals and horse leases further described in Exhibit “B” shall be split with 80% of the gross revenue received paid to the Concessionaire and 20% to the Town from $0-$300,000. Revenue exceeding $300,000 shall be split with 82% of the gross revenue received paid to the Concessionaire and 18% to the Town. Gross revenue shall mean all revenue less any refunds. For any program revenue, collected by the Town, Town shall remit Concessionaire’s share of collected funds to Concessionaire within thirty (30) days following the completion/delivery of services. For any program revenue, collected by the Concessionaire, Concessionaire shall remit Town’s share of collected funds to Town by the 15th day following the month in which the funds are received. The remitting party shall provide the funds along with a report specifying the date, program recipient name and contact information, description of service provided, and amount of fees collected.

C. Concessionaire shall be limited to four (4) horseshows per year. For each horseshow, Concessionaire shall remit $500 check payable to the Town for the use of the facility and in lieu of any revenue split described in section B, above.

D. Concessionaire runs IEA, a team show program. Concessionaire receives

13 two types of payments for IEA: a team startup payment and lesson payments. Concessionaire agrees to pay the Town 20% of the gross lesson payments.

12. Agreement Enforcement
A. The City Manager shall be responsible for the enforcement of this Agreement on behalf of Town and shall be assisted therein by those officers and employees of Town having duties in connection with the administration thereof. Concessionaire and Town agree to meet on at least a quarterly basis at Town Hall to discuss matters concerning Facility management, maintenance, operations, and finance.

B. Any officers and/or authorized employees and agents of Town may enter upon the Facility at any time for the purpose of determining whether or not Concessionaire is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of Town within the Facility without disruption to Facility users, visitors or guests.

C. In the event Town commences legal proceedings for the enforcement of this Agreement or recovery of the Facility and/or any property, Concessionaire does hereby agree to pay any sum which may be awarded to the Town by the Court for attorney’s fees and costs incurred in the action brought thereon. In the event Concessionaire commences legal proceedings for the enforcement of this Agreement or recovery of the Facility and/or any property, Town does hereby agree to pay any sum which may be awarded to the Concessionaire by the Court for attorney’s fees and costs incurred in the action brought thereon.

13. Compliance with Laws
A. In performing any work under this Agreement, Concessionaire shall comply with all applicable Federal, State, and local statutes, ordinances, rules and regulations, including but not limited to those related to the hiring of undocumented workers, the Fair Labor Standards Act and the Americans with Disabilities Act. Concessionaire further understands and agrees it must pay “prevailing wage” for construction projects which are considered “public works” under Labor Code §1720. Concessionaire shall indemnify, defend, and hold harmless the Town and its agents, officers, and employees from any and all liability, including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising under any wage and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for work performed by the Concessionaire’s employees. In addition to all other requirements for employees to be certified as eligible to be employed, Concessionaire shall require all prospective employees to be

14 subject to “live scan” to determine if there is any criminal history which would make the prospective employee a risk to work with and/or around minor children and complete California Child Abuse Mandated Reporters training by the CA Department of Social Services.

B. Concessionaire shall operate in full compliance with all applicable governmental permits, including applicable provisions of the Facility Conditional Use Permit (Exhibit “D”).

14. Town Events
A. Concessionaire agrees that the Town may at no charge or fee hold up to five (5) public events annually at the Facility. Details of the events and required accommodations by the Concessionaire are stipulated in Exhibit “E”.

15. Possessory Interest Tax
A. Concessionaire understands a possessory interest tax may be imposed under State or Federal tax law upon Concessionaire’s assumption of interest in the Facility and agrees to pay any such tax if and when due. Such tax shall be considered a boarding facility expense and be allowed in the Concessionaire’s calculation of the Subsidy.

16. Indemnification
A. Town and its officers, agents, employees and representatives (collectively, the “Town Representatives”) shall not be liable for death, injury, or damage of any kind to persons or property from any cause whatsoever by reason of the use and occupancy of the Stable Facility by Concessionaire, or by the agents, servants, employees, or invitees of Concessionaire, and Concessionaire hereby waives all claims and causes of action against Town and the Town Representatives for any such injury or damage as well as for consequential damages, loss of profits, and business interruption.

B. Concessionaire agrees to indemnify, defend, and hold harmless the Town, its officers, agents, employees and Town Representatives from and against any and all liability, loss, cost, expense, or obligation, including, without limitation, attorney's fees, court costs, and other expenses, on account of, or arising out of, Concessionaire’s performance under this Agreement; and this Agreement is made on the express condition that Town and the Town Representatives shall not be liable for, or suffer any loss or incur any liability by reason of, injury to or death of a person or damage to or loss of any use of property, from whatever cause, in any way connected with the condition or use of the Stable Facility during the term of this Agreement

15 or any extension thereof, or the condition or use of personal property or fixtures on or about the Stable Facility during the term of this Agreement or any extension thereof, whether arising in whole or in part from active or passive negligence on the part of Town or any Town Representative and/or from acts for which Town or any Town Representative would otherwise be held strictly liable, excepting only willful misconduct of Town or the Town Representatives acting in their duly authorized capacities. This indemnification obligation shall survive termination or expiration of this Agreement.

C. Concessionaire accepts the Facility in “as is” condition as of the Effective Date. Concessionaire agrees Town and the Town Representatives shall not be liable to Concessionaire or Concessionaire’s agents, servants, employees, or invitees for any damage, loss, or injury caused by the condition or design of, or any defect in, the Stable Facility, even if such loss, damage, or injury is or was the result of negligence of Town or any Town Representative, whether active or passive, or from acts for which Town or the Town Representatives would otherwise be held strictly liable.

D. The foregoing indemnifications shall not apply to: (i) any damage caused by soils or geotechnical problems, if any, which may have existed at the Facility as of the Effective Date; (ii) any requirement imposed by the Los Altos Hills County Fire District and Santa Clara County Fire Department to widen any road or street; (iii) any requirement to make any sewer or storm drain improvements which Town determines are needed for the public health, safety, or welfare; or (iv) any liability occurring from operation of the Facility by Town prior to the Effective Date.

17. Insurance
A. Concessionaire shall procure and maintain, at its sole costs and expense, comprehensive commercial general liability insurance of not less than two million dollars ($2,000,000) per occurrence and five million dollars ($5,000,000) general aggregate.

Concessionaire’s insurer must have an A.M. Best Rating of no less than A:VII. Such insurance shall specifically insure performance by Concessionaire of the indemnity set forth in Section 16 of this Agreement, shall specifically name Town and the Town Representatives as additional insured, shall provide such coverage as primary and any coverage Town may maintain shall be in excess thereto, shall include a cross-liability or severability of interest endorsement, and shall provide it shall not be canceled or modified without at least thirty (30) days prior written notice to Town.

16 The presence of such insurance and the specification of liability limits for such insurance by Town shall in no manner limit the liability of Concessionaire under the terms of the indemnification set forth in Section 16 of this Agreement.

B. Concessionaire shall procure business automobile liability insurance of not less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) general aggregate. Such insurance shall specifically insure performance by Concessionaire of the indemnity set forth in Section 16 of this Agreement, shall specifically name Town and the Town Representatives as additional insured, shall provide such coverage as primary and any coverage Town may maintain shall be in excess thereto, shall include a cross-liability or severability of interest endorsement, and shall provide it shall not be canceled or modified without at least thirty (30) days prior written notice to Town. The presence of such insurance and the specification of liability limits for such insurance by Town shall in no manner limit the liability of Concessionaire under the terms of the indemnification set forth in Section 16 of this Agreement.

C. Concessionaire shall procure and maintain, at its sole cost and expense, Worker’s Compensation insurance in the amounts required by law.

D. Town shall maintain, at its sole cost and expense, standard form fire, extended coverage, vandalism, and malicious mischief insurance, insuring all real property and fixtures located at and comprising the Stable Facility. Concessionaire may, at its sole discretion, obtain such insurance for personal property maintained by Concessionaire on the Facility.

E. Concessionaire shall deliver to the City Manager certificates of insurance as required under the Subsections A and B of this Section. Concessionaire shall also deliver to the City Manager a renewal binder for each policy of insurance required under this Agreement not later than fifteen (15) days before the scheduled date of expiration of such policy. If Concessionaire fails to maintain any required policy of insurance, then the City Manager may obtain said policy upon ten (10) days written notice and Concessionaire shall immediately pay to Town any costs or expenses incurred by Town in acquiring such policy.

18. Assignment.

Concessionaire shall not assign or hypothecate this Agreement, or any interest created hereby, nor any rights or privileges herein, nor shall it enter into any agreement allowing the operation by another person of the concession on the Facility granted by this Agreement or any portion thereof without the prior written consent of Town which consent may be granted or

17 withheld at the sole discretion of Town. Any unapproved assignment or agreement shall be void and confer no rights on or to any third party and shall be cause for termination of this Agreement by Town, at its sole option. This provision against assignment and hypothecation shall be deemed to be a continuing covenant and apply not only to Concessionaire, but to any and all assignees, contractors and mortgagees of the Facility and to any who may in any manner acquire any interest herein.

19. Waiver of Defaults
No waiver of any breach, default or term hereof shall constitute a waiver of any other breach, default, or term hereof, whether of the same or any other covenant or condition.

20. Relationship of Parties
The relationship of the Parties is solely that of owner and Concessionaire, and nothing in this Agreement shall be construed to create the relationship of agent, servant, employee, partnership, joint venture or association, as between Town and Concessionaire. Concessionaire understands and agrees that all persons furnishing services on behalf of Concessionaire pursuant to this Agreement are, for purposes of Worker's Compensation Liability, employees solely of Concessionaire and not of Town. Concessionaire shall bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries arising from or connected with services on behalf of Concessionaire pursuant to this Agreement.

21. Term of Agreement
A. The term of the Agreement is for three (3) years from the Effective Date.

B. Upon expiration of the Agreement term, and subject to the mutual agreement of the Parties, Town and Concessionaire may extend the term of this Agreement for two (2) additional consecutive periods of three (3) years each. Concessionaire may seek to extend the term of this Agreement only if Concessionaire: (i) is, at the time of expiration of the extension thereof, in compliance with all its obligations hereunder and with all restrictions of record applicable hereto, and (ii) gives written notice to Town of such desire to extend at least one hundred and twenty (120) days before the expiration of the then current term.

C. Town may terminate this Agreement at any time and without cause upon one hundred and eighty (180) days’ written notice to Concessionaire. Notwithstanding the foregoing, if Concessionaire fails to perform any of the covenants, conditions, provisions or

18 agreements contained in this Agreement, or if Concessionaire for any reason is dissolved, or if a petition in bankruptcy or insolvency is filed by or against Concessionaire, then, in that event, Town shall have the right to immediately terminate this Agreement and to recover and resume possession of the Facility. This shall be considered termination “for cause.” In the event of a “for cause” termination, Town shall give Concessionaire written notice of its election to terminate this Agreement and the date upon which such termination is to occur, which shall be not less than ten (10) days of receipt after the date of such notice. If Concessionaire has not corrected the reason for the termination “for cause” within the time allotted in the written notice of Town’s intent to terminate Agreement, then termination shall be considered effective.

D. Concessionaire may terminate this Agreement upon ninety (90) days written notice to Town and shall include in such notice the reasons for cancellation.

E. In the event that Concessionaire shall hold the Facility, or any part thereof, for any one day after the date upon which Concessionaire is required to terminate possession of the Facility, Concessionaire shall be deemed liable for the unlawful detainer of the Facility under the statutes of the State of California, and shall be subject to eviction.

F. The Town may terminate the Agreement by the delivery of a notice of termination to the Concessionaire specifying the extent to which the performance of work is terminated and the date upon which such termination shall become effective. The effective date of such termination shall be no less than one hundred eighty (180) days from the date of the notice.

G. Without limiting the generality and the effect of any of the preceding provisions of this Agreement, Concessionaire covenants and agrees, upon the termination of this Agreement, that it will immediately peaceably surrender and deliver in good condition to Town the Facility, together with the improvements, appurtenances, furniture, furnishings, equipment and other Town property located thereon. Concessionaire agrees to leave a minimum two-month supply of hay, feed and bedding based on occupancy on Effective Termination Date of Agreement.

22. Attorney’s Fees
If either Party brings any action or proceeding to enforce, protect, or establish any right or remedy in this Agreement, then the prevailing Party shall be entitled to recover reasonable attorney’s fees.

19 23. Force Majeure
Performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of nature, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other party, acts or failure to act of any other public or governmental agency or entity (other than acts or failure to act of Town shall not excuse performance by Town) or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days after knowledge of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by mutual agreement of Town and Concessionaire.

24. Independent Contractor
A. Concessionaire is and shall at all times remain as to Town a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Concessionaire shall at all times be under Concessionaire’s exclusive direction and control.

Neither Town nor any of its officers, employees, or agents shall have control over the conduct of Concessionaire or any of Concessionaire’s officers, employees or agents, except as set forth in this Agreement. Concessionaire shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the Town.

Concessionaire shall not incur or have the power to incur any debt, obligation, or liability whatever against Town, or bind Town in any manner.

B. No employee benefits shall be available to Concessionaire in connection with the performance of this Agreement. Except for the fees paid to Concessionaire as provided in this Agreement, Town shall not pay salaries, wages, or other compensation to Concessionaire for performing services hereunder for Town. Town shall not be liable for compensation or indemnification to Concessionaire for injury or sickness arising out of performing services hereunder.

20 25. Transition of Stable to Concessionaire
This Agreement does not obligate Concessionaire to utilize any employee, contractor, or supplier of the Town. Concessionaire shall have sole discretion in the hiring, scheduling, discipline and termination of any and all employees working on the Facility pursuant to this Agreement. Town represents that Concessionaire is free to hire existing barn employees, that their employment is acceptable to the Town and that there are no fees due any party for hiring these existing employees.

26. Successors in Interest
Each and all of the terms, conditions, covenants and obligations hereof shall inure to the benefit of and bind the heirs, personal representatives, successors and assigns of the parties hereto and all persons holding under or through them or any of them. All of Concessionaire’s covenants hereunder, including those against assignment and subletting, are continuing and binding without exception on all who take or acquire any interest hereunder. Without limiting or qualifying any of the foregoing provisions of this Agreement, every person taking any interest hereunder, by, through or under Concessionaire shall by virtue of taking or acceptance of such interest and without further act be deemed to have become bound hereunder not only by privity of estate, but of contract, and to have assumed and agreed to perform all of the covenants and obligation of Concessionaire hereunder to the same extent as though such assignee had personally executed this Agreement.

27. Notices
All notices shall be in writing and shall be sufficiently given and served upon the other party by hand delivery, first class mail, registered or certified, return receipt requested, postage prepaid and addressed as follows:

To the Town:

Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Attn: City Manager
To the Concessionaire:

Victoria Dye Equestrian, LLC
650 Castro Street, Suite 120-347
Mountain View, CA 94041

21 28. Exhibits Incorporated by Reference
This Agreement consists of twenty-two (22) pages (including signature pages) and nine (9) exhibits. All Exhibits attached hereto are incorporated by reference in this Agreement as though fully set forth herein. In the event of conflict between the provisions contained in this Agreement and any Exhibit, the provisions of this Agreement shall prevail.

29. Governing Law, Jurisdiction, Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Concessionaire agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Santa Clara.

30. Entire Agreement
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

Executed at Los Altos Hills, California, on the dates set forth hereafter.

TOWN OF LOS ALTOS HILLS
Date: By: ______________________________
MAYOR
ATTEST:
______________________________

CITY CLERK

22 APPROVED AS TO FORM:
______________________________

CITY ATTORNEY

CONCESSIONAIRE
Date: By: ________________________________

Its: ___________________________
Date: By: ________________________________

Its: ___________________________

EXHIBIT LIST
Exhibit A
Stable Facility Description
Exhibit B
Instructional Riding Program Description
Exhibit C
Agreed-upon Audit Procedure
Exhibit D
Conditional Use Permit
Exhibit E
Town Events
Exhibit F
Westwind Riding Institute Agreement
Exhibit G
Westwind Community Barn Manager Duties
Exhibit H
Vision of Operating Principles for Westwind Community Barn Exhibit I
Arena Maintenance Plan
5314858.1

Westwind
Community Barn
Paddock Legend
AM - Morning Turnout
PM - A ernoon Turnout
Night - Overnight Turnout
24/7 - All day and night turnout
Upper Arena
Hunt Field Lower Arena
Westwind Riding Institute
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16 17 18
19 21
22 23
Exhibit A
Graining
Blanketing
Pasture

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 16

17. 18.

Barn Services
Round
Pen
Wash
Rack
Tack
Room
Cross
Ties
Cross
Ties
Cross
Ties
20 Cross
Ties
General Blanketing Guidelines
Clipped/Short
Subzero - 25˚F Subzero - 25˚F
25˚F - 40˚F Subzero - 25˚F
40˚F - 50˚F 25˚F - 40˚F
50˚F - 60˚F 40˚F - 50˚F
Weight Medium/Full Coat
Extra Heavy
Heavy Weight
Mid Weight
Sheet
Tack
Room
Tack
Room
Tack
Room
Tack
Room
Wash
Rack
Cross
Ties
Cross
Ties
Cross
Ties
Cross
Ties
18 19 20 Wash
Rack WRI
15 17
13 11
9 8
7 2
4 6
14 16
12 10
Feed
Room
Courtyard
1 3
5 Tack
Room
Tack
Room
Feed
Room
Kevin Bacon
Kitchen
Wash
Rack
Tack
Room
Feed
Room
Cross
Ties
Byrne Preserve

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

Town Riding Program Parameters
The programs offered by a former vendor to the Town were extremely successful, received parent and rider support for excellence and provided entrée to other riding opportunities at Westwind Community Barn. The Concessionaire would provide a comparable program in quality and scope.

Programs offered over the last ten years were developed to provide quality, low student to teacher ratio for beginner riders on well-cared, reliable, experienced school horses and to act as a “feeder” for the community to become more involved with horses and Westwind Community Barn. The flow advanced children through the different skill levels in the riding programs on to Pony Club and eventual horse ownership or leasing, training and in many cases working as volunteer instructors and assistants for the Westwind Riding Institute’s disabled riding program.

The programs through the former vendor also enabled the leasing of school horses for use by nonhorse owning Pony Clubbers for Pony Club sessions, events and practice rides.

Quality
Low student to instructor ratio
Well-cared, reliable, experienced, school horses to accommodate many riding skill levels Riding Program-- all levels - based on Pony Club curriculum (whole horsemanship) - Year Round Riding Program
- Summer and School Breaks Camp
Promotes graduation into other riding opportunities art Westwind Summarized Text from Recreation Guide:
“The Year Round Riding Program (YRRP) offers riding lessons geared towards the beginning and intermediate rider. Participants will learn the basics of riding in a beautiful park-like setting.

The program focuses on learning to maintain an independent, balanced seat, tactful communication between horse and rider, and correct equitation. Each session is six weeks in length. Safety helmets are required for all mounted work and can be provided. Participants must come neatly dressed in form-fitting pants (no shorts), boots with heels, and a shirt that covers the shoulders. Jewelry is not allowed. Hair must be pulled back and out of the rider’s face.” Summer Camps
“A real barn experience, this program focuses on responsible, considerate care of horses. Each rider is assigned to his or her horse for the week, resembling the responsibility and fun of horse ownership. Graduates of summer camp have moved into Pony Club and Olympic-level instruction. We offer quality ponies, pony club curriculum, a low student to instructor/assistant ratio in a park-like setting, with horse games, vaulting and a horse show on the last day of camp.” “Advanced camp is for riders jumping comfortably at 2’3”. Each day will be devoted to a different discipline of eventing: dressage, stadium jumping and cross country. Each lesson will be videotaped. The instructor and students will analyze the videotape at the end of the day and develop strategies to improve the overall ride as well the rider’s position and striding. Horse management will cover advanced topics such as conditioning, bandaging and nutrition.” Please note: Current Activity Guide available on Town website.

Prepared by Parks and Recreation Committee
Date: May 31, 2013
Exhibit B