Agenda packet — Los Altos Hills City Council, June 18, 2026 (part 3 of 8)

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Adopted May 8, 2008
Land Use Element
Los Altos Hills General Plan
Page LU-9
GOAL 2
Ensure that all development occurs in a manner that
minimizes disturbance of natural terrain, vegetation and wildlife, and maximizes the preservation of natural resources and open space.

Policy 2.1 Within incorporated Los Altos Hills and its sphere of influence dwelling types shall be limited to single-family detached residences, which may include a single secondary unit.

Policy 2.2 Residential densities shall be guided by considerations of topography, vegetative cover and significant physical limitations inherent in the natural environment.

Policy 2.3 The minimum parcel size shall be at least one acre and shall increase as the steepness of the land increases.

Policy 2.4 In subdividing land, the number of dwelling units permitted shall decrease as the steepness of the land increases.

Policy 2.5 Steep slopes, canyons and ravines generally in excess of 30% slope, as well as natural swales and drainage channels, and geologic hazard areas within areas designated for residential development shall be left undisturbed and preserved in their natural condition to the maximum extent feasible.

Policy 2.6 Limits on the development of individual residential lots shall be determined based on evaluation of such factors as natural vegetation, topographic characteristics, soils and geology.

Policy 2.7 The natural character of ridgelines shall be preserved to the maximum extent feasible.

Policy 2.8 Promote the use of green building methods and practices in the planning, design, construction, renovation, operations, and demolition of buildings.

Policy 2.9 The Town shall encourage the installation of drought-tolerant landscaping and other methods of reducing water use for landscaping.

Program 2.1 Continue to require the dedication of open space easements where appropriate as a condition of approval for new development. Each parcel shall be evaluated on a case-by-case basis during the site development review process to determine whether an open space easement should be required, based on the extent of steep slopes generally in excess of 30% slope and the presence of heritage oak trees and/or creek corridors.

Other considerations shall include the size of the proposed open space easement, its contiguity with existing open space easements, and whether the property is located within an Open Space Conservation Area.

ITEM 5N ATTACHMENT 4

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TOWN OF LOS ALTOS HILLS June 18, 2026
Staff Report to City Council
_____________________________________________________________________________ SUBJECT: ADOPTION OF A RESOLUTION AUTHORIZING THE CITY MANAGER

TO EXECUTE A THREE-YEAR CONTRACT RENEWAL WITH LYNX
TECHNOLOGIES, INC. FOR GIS CONSULTING SERVICES FOR A

TOTAL PURCHASE PRICE NOT TO EXCEED SEVENTY-FIVE
THOUSAND DOLLARS AND ZERO CENTS ($75,000.00).

PREPARED BY: Behrouz Amirbadvy, Management Analyst
FROM: Jay Bradford, Community Development Director
APPROVED: Cody Einfalt, City Manager
_____________________________________________________________________________ RECOMMENDATION:

That the City Council approve a resolution (see Attachment 1) authorizing the city manager to execute a contract for a total value of $75,000 for the services of Lynx Technologies, Inc (see Attachment 2).

BACKGROUND:

The Town relies on an up‑to‑date Geographic Information System (GIS) to support planning, public works, property records, and public information services. Lynx Technologies has provided ongoing GIS maintenance and development for the Town, including coordination with the County Assessor’s Office and management of the Town’s ArcGIS Online (ArcGIS) environment. The current scope of work includes monthly updates to foundational GIS layers, database administration, and development of additional mapping tools and resources to enhance usability for both staff and the public. Lynx Technologies has been a contractor with the Town since October 2018.

Over the past ten months, routine maintenance activities have averaged approximately 25 hours per month, or $1,875 monthly. The projected annual cost for this maintenance work is $22,500.

Additional tasks include maintaining the Town’s Geocortex Site, the ArcGIS Online GIS Platform and database administration. These tasks are expected to cost $2,500 annually. Special projects are incorporated as capacity allows and are prioritized based on anticipated public benefit and system functionality. The total expected cost of service annually is $25,000.

DISCUSSION:

ITEM 5O

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The proposed agreement includes three primary service areas: ongoing GIS maintenance, ArcGIS and database administration, and special projects that enhance the Town’s GIS capabilities.

Routine maintenance includes monthly updates to parcels, assessor data, addressing, streets, easements, land use information, and environmental overlays. Based on recent workload history, these services are expected to continue at approximately 25 hours per month.

The agreement also provides for administration of the Town’s ArcGIS environment, GIS database management, software licensing coordination, development and maintenance of public-facing and internal GIS applications, and staff training. These services help ensure that the Town’s GIS infrastructure remains reliable, accessible, and up to date for both staff and residents.

In addition to routine operations, the agreement allows for completion of several priority GIS projects as workload permits. Planned efforts include expansion of pathway and record map overlays, enhancement of drainage infrastructure mapping, and continued compilation and integration of historical easement records and related documents. These projects will improve public access to information, support staff efficiency, and enhance the accuracy and functionality of the Town’s GIS resources.

If approved, the agreement will become effective upon execution and remain in effect from June 18, 2026, through June 17, 2029. The three-year term will provide continuity of GIS services while allowing the Town to continue enhancing its mapping and data management capabilities.

ENVIRONMENTAL REVIEW:

This does not qualify as a Project as defined in California Code Section 15378(b) of the Guidelines for California Environmental Quality Act.
2026 CITY COUNCIL STRATEGIC PRIORITIES:

GIS data integration and improvements were highlighted in the CDD’s 2026-2027 Work Plan and approved in the final version of the City Council 2026-2027 Workplan.

FISCAL IMPACT:

There is a fiscal impact of $75,000 over the course of the three-year contract, or an Annual Average Value of $25,000. The full contractual terms and scope of services are outlined in Attachment 2.

This contract represents a 25% cost increase over the last three-year contract which cost a total of $60,000. The rate hasn’t changed; however, we’re getting more service to better reflect recent historical demand. 25 hours a month in maintenance
ATTACHMENTS:

1. Resolution

2. Consulting Services Agreement Between the Town of Los Altos Hills and Lynx Technologies, Inc.

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RESOLUTION xx-26
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A THREEYEAR CONTRACT RENEWAL WITH LYNX TECHNOLOGIES, INC. FOR GIS

CONSULTING SERVICES FOR A TOTAL PURCHASE PRICE NOT TO EXCEED SEVENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($75,000.00).

WHEREAS the Town of Los Altos Hills relies on an up‑to‑date Geographic Information System (GIS) to support planning, public works, property records, and public information services; and WHEREAS Lynx Technologies, Inc. currently provides GIS maintenance, ArcGIS Online administration, and related consulting services for the Town; and WHEREAS Lynx Technologies performs routine monthly updates to foundational GIS layers, including parcels, assessor information, addressing, streets, easements, and various environmental and land‑use overlays, averaging approximately 25 hours per month; and WHEREAS Lynx Technologies also maintains the Town’s Geocortex Site, the ArcGIS Online GIS Platform, database administration, and staff training; and WHEREAS special project work, such as completing pathway and record map overlays, drainage mapping integration, and easement compilation supports improved public access to information and operational efficiency for Town staff; and
WHEREAS GIS data integration and improvements were included in the Community Development Department’s 2026–2027 Workplan and adopted by the City Council as part of its Strategic Priorities; and
WHEREAS the proposed contract term is three years, effective June 18, 2026, through June 17, 2029, with a total cost of seventy-five thousand dollars ($75,000) and an annual average value of $25,000; and
WHEREAS approval of this contract does not constitute a project under California Code of Regulations Section 15378(b) of the California Environmental Quality Act (CEQA) Guidelines.

NOW THEREFORE that the City Council of the Town of Los Altos Hills hereby authorizes the City Manager to execute a contract with Lynx Technologies, Inc. for GIS consulting services for a not‑to‑exceed amount of seventy-five thousand dollars ($75,000) over a three‑year term, substantially in the form presented in the Consulting Services Agreement attached to the staff report.

BE IT FURTHER RESOLVED that the City Manager is authorized to take any additional actions necessary to implement the agreement.

ITEM 5O ATTACHMENT 1

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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 18th day of June 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY:
_______________________________
Rajiv Bhateja, Mayor
ATTEST:
______________________________
Arika Miller, City Clerk

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CONSUL TING SERVICES AGREEMENT BETWEEN

THE TOWN OF LOS ALTOS HILLS AND
Lynx Technologies
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town") and Lynx Technologies ("Consultant") (together sometimes referred to as the "Parties") as of June 18, 2026 (the "Effective Date").

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 1.2

1.3 1.4
Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 17, 2029, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town's right to terminate the Agreement, as referenced in Section 8.

Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons.

Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1. 1 above and to satisfy Consultant's obligations hereunder.

Section 2. COMPENSATION. Town hereby agrees to pay Consultant a sum not to exceed $75,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person.

Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies
June 18, 2026
ITEM 5O ATTACHMENT 2

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further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
■ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
■ The beginning and ending dates of the billing period; ■ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
■ At Town's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
■ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
■ The Consultant's signature;
■ Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable.

2.2 Monthly Payment. Town shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. Town shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement.

Town shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between
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unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Town shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with Town employees and reviewing records and the information in possession of the Town. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.

Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

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4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.

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4.5 to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense).

4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.

The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may, at its sole option exercise any of the following remedies, which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach:
■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement.

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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.

Consultant shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Consultant's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Town.

The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the lndemnitees.

Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Town, Consultant shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town.

Section 6.

6.1 STATUS OF CONSULTANT.

Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Town, Consulting Services Agreement between
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including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town.

7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

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Section 8.

8.1 Consultant shall include the provisions of this Subsection in any subcontract approved by the Cont�act Administrator or this Agreement.

TERMINATION AND MODIFICATION.

Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days' written notice to Town and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement.

8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Town's remedies shall include, but not be limited to, the following:

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8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work.

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. 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. Town and Consultant agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town, for a period of 3 years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Consulting Services Agreement between
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party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California.

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. If Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement.

Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies
June 18, 2026

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10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by Elaine Ling ("Contract Administrator"). All correspondence, communications and meetings shall be directed to or through the Contract Administrator or his or her designee. The Consultant shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, Consultant agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the Consultant. The Town may modify the Contract Administrator at any time upon providing written notice to the Consultant.

10.10 Notices. Any written notice to Consultant shall be sent to:

Patrick Kelleher
Lynx Technologies
1350 41st Avenue, Suite 202
Capitola, CA 95010
Any written notice to Town shall be sent to:

Jay Bradford, CDD Director
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022

10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.

Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services
Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies
June 18, 2026

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10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE]
Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies
June 18, 2026

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The Parties have executed this Agreement as of the Effective Date.

TOWN OF LOS ALTOS HILLS CONSULTANT
Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies
June 18, 2026
City Attorney, Town of Los Altos Hills
City Manager, Town of Los Altos Hills Principal, Lynx Technologies City Clerk, Town of Los Altos Hills

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EXHIBIT A

SCOPE OF SERVICES AND COMPENSATION SCHEDULE
Consulting Services Agreement between
Town of Los Altos Hills and Lynx Technologies -- Exhibit A June 18, 2026

Page 1 of 1 ends

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1 March 11, 2026
Mr. Jay Bradford
Community Development Director
Town of Los Altos Hills
26379 Fremont Rd
Los Altos Hills, CA 94022
[email protected]
Re: Town of Los Altos Hills GIS 2026-2029 Scope of Work Dear Jay:

Thank-you for this opportunity to submit this proposal to provide GIS Consulting services to the Town of Los Altos Hills. The purpose of this letter is to provide a Statement of Work, Cost Estimates and Schedule for GIS Professional Services related to annual maintenance and special projects for the upcoming fiscal year. The term of this agreement is for the next 3 fiscal years, the hours/cost for Maintenance and Administration are listed per year, Special Projects are one-time costs. The total cost for the 3-year term will not exceed $75,000; the hourly rate, $75 per hour, will remain fixed for the entire term.

Maintenance
This task is an ongoing, citywide effort that requires monthly coordination with the County Assessor, Lynx and Town staff. Maintenance covers all feature classes in the City’s geodatabase including but not limited to:
 Parcels (land subdivisions, lot line adjustments, records of survey)  Assessor’s database updates (ownership, property characteristics, valuation)  Addresses
 Permits (CRW/OpenGov)
 Sewer System
 Streets
 Easements
 Trails
 Zoning, Land Use, Geotechnical Hazards and Other Overlays Ad hoc requests by city staff for special projects are also included. Routine base layers (parcels, assessor, addresses and streets) will be updated every 30 days.

We have reviewed the work history over the last 20 months and maintenance averages 25 hours, or approximately $1,875 per month. The total budget for the next 12-month period for maintenance is estimated to be $22,500.

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2 Database and AGOL Site Administration
This task includes maintaining the Town’s Geocortex Site, the ArcGIS Online GIS Platform and database administration, itemized cost is detailed in the Cost Schedule below.

Note, Lynx will act on the Town’s behalf to purchase the additional licensing as a pass-through, the Town will be invoiced separately.

This task will include creating at least one site for the public and one for internal use. We will match the existing functionality and look and feel of the existing environment to the extent possible.

Lynx will also provide up to 8 hours to train staff to use the new system.

An average of five hours per month (60 hours annually) will be spent on this task.

Cost: $2,500
Special Projects
These projects are identified as high priority as they will have the most impact on usability and functionality of the Town’s GIS and provide immediate benefit to residents who use the system. The hours and cost for these items is not specified, we will use any available time to work on these projects.

For example, if we only spend 8 maintenance hours on regular updates, we will spend the balance on these tasks.

1. Ongoing Development of Paths and Record Map Overlay
Last year Lynx completed the task to migrate the record drawing linework and convert them to polygon features to make it easier for users to select, query and analyze the recorded maps. We also conducted a pilot to link the image files for each Tract, Parcel Map or Record of Survey. The proposed task will include links to the recorded images on file with the County Surveyor’s Office.

2. Add tributaries/ streams / drainages.

This task will augment the existing Creek layer acquired from the County and build a much more accurate coverage of drainage for the Town. Various resource of available data from Santa Clara Valley Water and the State Water Resources site(s) will be used to compile a single layer of drainage covering the town and its associated water basin. Data will be adjusted as necessary to fit the Town’s digital orthophotography.

3. Easement Information
This task would include the addition of recorded easements to the easement layer and adding additional easements (as provided by the Town) that are recorded via deed and not shown on a recorded map.

This task is a continuation of work that was started in 2021 in which most of the Conservation and Open Space easements were captured. Under this scope of work Lynx will include: 1) links to the County recorded maps, 2) links for the associated parcels, and 3) links to the Pathway Document Sheets. We will progress by geographic area and expect to complete approximately 25% of the town’s recorded easement history.

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3 We look forward to continuing to support the Town’s GIS development in the coming years.

Sincerely,
Patrick Kelleher
Lynx Technologies

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4 Cost Summary
Item # Description Hours/ Units Rate Cost
Basemap Maintenance
1 Rate for the upcoming 3 fiscal years $75 -- 2 Monthly updates of APO data (Address, Parcel Owner), ad hoc changes 300 $75 $22,500 AGOL Site Development and Database Administration
3 External and Internal Sites, User administration, maintaining hosted SQL database and synchronization with AGOL 35 $75 $2,500 Projects
6 Add tract and parcel map to the GIS online portal. To include link to Tract / Parcel Map Files 80 7 Add tributaries/ streams / drainages to our GIS portal. Existing layer to be augmented with Santa Clara Valley and State Water Resources data. 16 8 Easements - Continuation of 2026 Work 300

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TO EXECUTE A THREE-YEAR CONTRACT WITH SELECTRON
TECHNOLOGIES, INC. TO PURCHASE AN AUTOMATIC

NOTIFICATION AND ONLINE INSPECTION SCHEDULING SOFTWARE

FOR A TOTAL PURCHASE PRICE OF SIXTY-NINE THOUSAND SEVEN

HUNDRED AND SIXTY-THREE DOLLARS AND SIXTY-FIVE CENTS
($69,763.65).

That the City Council approve a resolution (see Attachment 1) authorizing the city manager to execute a contract for a total value of $69,763.65 and an Average Annual Value (AAV) of $23,254.55 for the purchase of a notifications and online inspection scheduling software tools for the building department.

BACKGROUND:

Based upon feedback received by staff during the Community Development Department (CDD) Listening Session in October 2025, the inability for residents, contractors, and designers to schedule inspections and receive automatic notifications on their building permits was identified as an obstacle. Additionally, during the City Council goal setting session on January 27, 2026, the City Council provided informal direction to staff to implement an inspection scheduling solution to reduce staff workload and provide greater flexibility and access for residents and contractors to schedule inspections.

Accordingly, the Town has pursued the services of Selectron Technologies, Inc. to provide tools that will integrate with the Town’s existing CentralSquare TRAKiT system, enhancing inspection scheduling functionality and automated notifications. The terms of services and scope of services are provided in Attachment 2.

Town staff believe the purchase and integration of said tools will provide greater access and communication with residents and contractors. These tools will help address feedback received during the listening session and fit in with the 2026-27 Council Work Plan goals. Selectron Technologies, Inc. is the sole proprietor of a technology compatible with our permitting software ITEM 5P

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City Council Page 2
Inspection Scheduling Software
June 18, 2026
provided by CentralSquare. As the sole vendor with the ability to provide the compatible software, they were the only company that staff can execute a contract with.

After discussion with the Technology Committee on April 15, 2026, and the City Council on May 14, we have worked with the vendor to create a new agreement option which will be discussed in more detail in the next section.

DISCUSSION:

Selectron’s relay platform is a multi-channel communication system designed to connect customers, government agencies, and utilities through a single, centralized platform. The proposed solution includes the Relay Permits Pack and the SelecTXT channel, which together provide a streamlined way for the Community Development Departments to share permit and inspection information with residents and contractors. Through integration with the Town’s permitting database, users can access permit details, schedule inspections, and communicate with the permitting system 24 hours a day, 365 days a year using a permit number. Additional features and integrations may be added in the future through supplemental agreements if desired.

The SelecTXT functionality allows contractors and permit holders to manage inspection activities via interactive text messaging from mobile devices. Users can schedule, reschedule, or cancel inspections, view inspection results, leave comments for inspectors, and access permit site information through a guided text conversation. The system also includes an automatic results notification add-on, which allows permit holders to opt in to receive text notifications when inspection results are posted. Together, these tools are intended to improve customer service, increase accessibility, and streamline permit and inspection processes for both staff and the public.

The latest option will allow the Town to cancel after one or two years with a cancellation fee and after year three with no cancellation. This will enable sufficient time to pass for the system to ramp up and cannibalize the phone call inspection requests. At an average time of 7 minutes per inspection request, and 1,300 phone calls annually, there would be over 9,000 minutes of staff time saved. That would equate to $54,300 of savings per year.

Option #1
Year 1 Year 2 Year 3
$38,400.05 $15,450.05 $15,913.55
$38,400 year-one fee, but if Town cancels
after 1 year there would be cancellation

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City Council Page 3
Inspection Scheduling Software
June 18, 2026
penalty of $25,000. If cancelled after 2
years, there would be penalty of $12,500
but no penalty after 3 years. Options for
additional 4th and 5th year for $16,390.96
and $16,882.69, respectively.

Total: $69,763.65; AAV: $23,254.55
If the Council approves this contract, then it shall be in effect upon execution, until June 30, 2029.

Staff will then immediately work with Selectron and CentralSquare to begin deployment.

ENVIRONMENTAL REVIEW:

This does not qualify as a Project as defined in California Code Section 15378(b) of the Guidelines for California Environmental Quality Act.
2026 CITY COUNCIL STRATEGIC PRIORITIES:

An inspection scheduling software was highlighted in the CDD’s 2026-2027 Work Plan and approved in the final version of the City Council 2026-2027 Work Plan.

FISCAL IMPACT:

There is a fiscal impact of $69,763.65 over the course of the three-year contract, or an annual average value (AAV) of $23,254.55. The full contractual terms and scope of services are outlined in Attachment 2. Staff will add funding into the proposed FY26-28 budget accordingly.

ATTACHMENTS:

1. Resolution authorizing the City Manager to execute a contract with Selectron Technologies, Inc.

2. Contract Agreement Between the Town of Los Altos Hills and Selectron Technologies, Inc. (Dated May 21, 2026)

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RESOLUTION xx-26

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT

WITH SELECTRON TECHNOLOGIES INC TO PURCHASE A NOTIFICATIONS AND

ONLINE INSPECTION SCHEDULING SOFTWARE
WHEREAS the Town of Los Altos Hills seeks to ensure the accessibility of residents, contractors and designers to their permits and ensure the ability to schedule, cancel and review inspections and directly communicate with permitting system; and
WHEREAS there is a need in the Town’s inspection and building software capabilities that at present don’t allow automatic notifications or scheduling directly through text messaging and require user to work through other procedures prior to scheduling an inspection; and WHEREAS the 2026–27 City Council Work Plan identifies enhancement and the modernization of the Town’s building software, and improvement of Town’s residential and contractor permitting systems as key strategic priorities; and
WHEREAS CentralSquare Technologies, the Town’s permitting software vendor, has designated Selectron Technologies, Inc. as the exclusive provider of integrated notification, text messaging, and Interactive Voice Response (IVR) inspection scheduling services for its permitting platform; and
WHEREAS Selectron is therefore the only vendor capable of providing these services through a direct and fully integrated connection to the Town’s permitting system; and WHEREAS following its review of the proposed services, the Technology Committee recommended implementation of the text messaging, notification, and inspection scheduling solution, subject to a one-year opt-out provision; and
WHEREAS Selectron Technologies, Inc submitted a competitive quote utilizing the software platform, providing the most technically sound solution for installation with a one-year opt-out; and
WHEREAS the total project cost for the SelecTXT and Relay Permits Pack not to exceed $69,763.65, funded through the FY 2026–27 Community Development Department’s Computer Software budget account; and
WHEREAS designating Selectron Technologies Inc as the preferred vendor for future Town inspection scheduling software will ensure system consistency, streamlined maintenance, longterm cost efficiency and compatibility with the town’s permitting system; and NOW THEREFORE the City Council formally authorizes the City Manager to execute this agreement for a three-year contract agreement with Selectron Technologies Inc (see Attachment 2).

ITEM 5P ATTACHMENT 1

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The City Manager is authorized to execute a contract with Selectron Technologies Inc, in an amount not to exceed $69,763.65, for the installation and configuration of the inspection scheduling software and notification system.

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 18th day of June 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY:
_______________________________
Rajiv Bhateja, Mayor
ATTEST:
______________________________
Arika Miller, City Clerk

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CONSULTING SERVICES AGREEMENT BETWEEN

THE TOWN OF LOS ALTOS HILLS AND
SELECTRON TECHNOLOGIES, INC.

THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills (“Town”) and Selectron Technologies, Inc., 13535 SW 72nd Avenue Suite 200, Portland, OR 97223 (“Consultant”) (together referred to as the “Parties”) as of January 1, 2026 (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services and Licensed Software defined and described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein.

In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2029, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town’s right to terminate the Agreement, as referenced in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, during the term of this Agreement, desires the reassignment of any such persons, Consultant will discuss request with Town and make good faith efforts to find a mutually agreeable solution.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.

Section 2. COMPENSATION. Town hereby agrees to pay Consultant the amounts listed on the Statement of Work on Exhibit A, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person.

Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this

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Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.2 Payment. All fees should be paid in accordance with Consultant’s payment schedule in the Statement of Work. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement.

Town shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $ . Expenses not listed below are not chargeable to Town. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.7 Payment upon Termination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as

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of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with Town employees and reviewing records and the information in possession of the Town. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self- insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

4.2 Commercial General and Automobile Liability Insurance.

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4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached, limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims-made basis.
b. Town, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant
c. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the Town.

4.3 Professional Liability Insurance.

4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain

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for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time.

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investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies, the Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant’s breach:
▪ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ▪ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.

Consultant shall defend any action brought against Town to the extent it is based on a third party claim that use by Town of the Services as furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes or misappropriates any valid United States patent, copyright, or trade secret. Consultant shall pay any liabilities, costs, damages, and expenses (including reasonable attorney’s fees) (“Liability”) finally awarded against Town in such action that are attributable to such claim. Town agrees to promptly notify Consultant of any known or suspected infringement or misappropriation of Consultant’s proprietary rights of which Town becomes aware. Should the Services become, or be likely to become in Consultant’s opinion, the subject of any claim of infringement, Consultant may, at its option (a) procure for Town the right to continue using the potentially infringing materials; (b) replace or modify the potentially infringing materials to make them non-infringing; or (c)

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terminate this Agreement and provide Town with a refund equal to the set-up fees paid by Town, less an amount equal to the depreciated portion of such fees calculated on a five (5) year straight-line basis. This Section 5 states the entire liability of Consultant and the exclusive remedy of Town with respect to infringement of any third-party intellectual property or other rights, whether under theory of warranty, indemnity, or otherwise.

The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town.

With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees.

Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of Town. Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

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7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder.

7.3 Licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town.

7.4 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. “Contract Year” shall be defined as each 12-month period during the term of this Agreement, with the first such 12-month period beginning on the Effective Date of this Agreement and each subsequent 12-month period beginning immediately after the end of the preceding period. Town may cancel this Agreement at any time and without cause upon 30 days written notification to Consultant; provided that if Town terminates without cause during the first Contract Year, Town shall pay Consultant an early termination charge of $25,000, and if Town terminates during the second Contract Year, Town shall pay Consultant an early termination charge of $12,500. Town shall not pay an early termination charge for terminating without cause during the third Contract Year. For avoidance of doubt, Town shall not receive a refund of prepaid annual fees if Town terminates the Agreement before the end of a Contract Year.

Consultant may cancel this Agreement upon 30 days’ written notice to Town and shall include in such notice the reasons for cancellation.

If either party materially defaults in any of its obligations under this Agreement, the nondefaulting party, at its option, shall have the right to terminate this Agreement by written notice to the other party unless, within sixty (60) calendar days after written notice of such default, the defaulting party remedies the default, or, in the case of a default which cannot

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with due diligence be cured within a period of sixty (60) calendar days, the defaulting party institutes within the sixty (60) day-period substantial steps necessary to remedy the default and thereafter diligently prosecutes the same to completion. Notwithstanding anything in the Agreement to the contrary, Consultant may immediately suspend any Authorized User (defined in Section 11.2) or Town’s customers (each an “End User”) access to the Licensed Software and Customer Tools (defined in Section 11.3) if Consultant determines in its reasonable discretion that such Authorized User or End User’s use of or access to the Licensed Software and/or Customer Tools breaches this Agreement, violates applicable law, or could cause harm to the Licensed Software or interfere with Consultant’s control over the Licensed Software or its ability to provide the Licensed Software to other customers.

All amounts paid are non-refundable.

8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1 for additional annual terms.

Consultant may increase or change its fees for each extension by providing Town with notice of such increase or change at least ninety (90) days prior to the effective date of such increase or change. Town’s sole alternative to such fee increase or change shall be to terminate this Agreement by providing notice of termination to Consultant within twenty (20) days after receipt of the notice of price increase or change, which termination will become effective thirty (30) days after such written notice of termination. Unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.

8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Neither party may assign this Agreement or any interest therein without the prior written approval of the other party. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Proprietary Rights. As between Consultant and Town, Consultant and/or its licensors own and shall retain all right, title and interest, including, without limitation, all Intellectual Property Rights in and to (a) the software programs that are listed in Exhibit A and further

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described in Exhibit C; (b) the standard documentation for the Licensed Software (“Documentation”); and (c) any modifications, error corrections, bug fixes, new releases, or other updates to the Licensed Software or Documentation, that may be provided or otherwise made available hereunder by Consultation to Town during the Term (“Updates”)(collectively, the “Licensed Software”), including without limitation any copy or derivative work of the Licensed Software (or any portion thereof) and any Updates and upgrades thereto. Town shall not take any action to jeopardize, encumber, limit, or interfere in any manner with Consultant’s or its licensors’ ownership of and rights with respect to the Licensed Software or Service, or any derivative work or Update or upgrade thereto. The Licensed Software are licensed, not sold, and Town shall have only those rights in and to the Licensed Software and any derivative work or Update or upgrade thereto as are expressly granted to it under this Agreement, including the End User License Agreement (EULA) as defined below. As used herein, “Intellectual Property Rights” means all rights associated with (i) patents, designs, algorithms, and other industrial property rights; (ii) works of authorship, including copyrights, “moral rights”, and derivative works thereof; (iii) the protection of trade and industrial secrets and confidential information; (iv) Trademarks (as defined herein); (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, initial applications, divisions, continuations, renewals, extensions, divisions, and re-issuances of any of the foregoing, now existing or acquired in the future.

9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Upon reasonable notice to Consultant, any copies of records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, but no more than twice a year. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town, for a period of 3 years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California.

10.2 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any

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provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.3 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.4 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.

10.5 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.6 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

10.7 Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by Jay Bradford, Interim Community Development Director ("Contract Administrator"). All correspondence, communications and meetings shall be directed to or through the Contract Administrator or his or her designee. The Consultant shall only take direction regarding the services provided under this Agreement from the Contract Administrator.

Furthermore, Consultant agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative

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including Committee members and the Consultant. The Town may modify the Contract Administrator at any time upon providing written notice to the Consultant.

10.10 Notices. Any written notice to Consultant shall be sent to:

Todd Johnson, President
13535 SW 72nd Avenue
Suite 200
Portland, OR 97223
Email: [email protected]
Any written notice to Town shall be sent to:

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services
Exhibit B FEE and RATE Schedule

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Section 11 TERMS RELATING TO USE OF LICENSED SOFTWARE.

11.1 Grant of License to Use Licensed Software. Subject to the terms and conditions of this Agreement, including the End User License Agreement (“EULA”) attached hereto as Seal and Signature of Registered Professional with
report/design responsibility.

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Exhibit C which is incorporated into and made a part hereof, and the timely payment of all fees hereunder, Consultant hereby grants to Town a non-exclusive, nontransferable, nonsublicensable, limited license, during the Term, to access and use the Licensed Software solely in accordance with the Documentation and the EULA and solely for Town’s own internal business use. Except as set forth in this Section 11.1 or the EULA, no other right or license of any kind is granted by Consultant to Town hereunder with respect to the Licensed Software.

11.2 Software Restrictions. Town hereby acknowledges and agrees that it shall not use the Licensed Software for any purpose other than the purpose for which Consultant has developed the Licensed Software, and that it shall use the Licensed Software in accordance with the EULA and all applicable laws, rules, and regulations. In the event of any violation of this Section 11.2 or the terms of the EULA by Town or any person Town provides with access to the Licensed Software (whether or not such person is an employee that Town provides with access to the Licensed Software (“Authorized User”), Consultant shall be entitled to equitable relief in accordance with Section 11.16.

11.3 Authorized Users; Town Identification and Passwords. Town may permit its customers to access and use the “Customer Tools” which means the Licensed Software components and interfaces that, as described in the Documentation, are designed and intended to be accessed by customers of Licensee through an application that is set up and maintained as part of the Services and/or Town’s website, solely through Licensee’s website and/or an application that is set up and maintained as part of the Services, and solely for the purpose of enabling such customers to (a) receive notifications sent by or on behalf of Town, (b) make payments to Town, (c) view their invoices from Town and history of payments to Town, and (d) update their contact information with Town. Except as provided in this Section, Town shall not permit any person to access the Licensed Software other than employees whom Town has designated as Authorized Users. Each individual natural person shall be a separate Authorized User for purposes of this Agreement. Town shall create or request that Consultant create unique log-in credentials, consisting of a “User Identification” and “User Password”, for each individual Authorized User who shall be accessing the Licensed Software. Town hereby acknowledges that Town and its Authorized Users bear sole responsibility for protecting the confidentiality of all User Passwords and shall remain fully responsible and liable for (and Consultant shall not be responsible or liable for) any unauthorized use of any User Identifications or User Passwords. Town shall not share or disclose, and shall not permit any Authorized User to share or disclose, such Authorized User’s log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. A User Identification may not be transferred from one Authorized User to another Authorized User. Town shall promptly terminate (or cause to be terminated by requesting that Consultant terminate) the User Identification for any individual who ceases to be an Authorized User for any reason, including without limitation due to termination of such individual’s employment with Town. Town shall promptly notify Consultant if it discovers or suspects that any log-in credentials have been accessed or used by any person other than the Authorized User to which such log-in credentials were granted, in which case Consultant shall promptly reset or provide Town with a means of resetting the password associated with such log-in credentials.

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11.4 Other Modifications to the Licensed Software. Town understands and agrees that Consultant may make modifications and updates to the Licensed Software from time to time. The Consultant may determine in its sole discretion whether to provide such modifications and updates to Town and its other customers as an Update hereunder, or whether such modifications and updates will be issued as a separate or new product or premium version of the Licensed Software that is available only at an additional charge.

11.5 Limited Software Warranty and Exclusive Remedy. Subject to the limitations set forth in this Agreement, Consultant represents and warrants to Town that the Licensed Software, when used in accordance with the Documentation, shall throughout the Term substantially conform to the functional specifications in such Documentation. If Town finds what it reasonably believes to be a failure of the Licensed Software to substantially conform to the functional specifications in the Documentation, and provides Consultant with a written report that describes such failure in sufficient detail to enable Consultant to reproduce such failure, Consultant shall use commercially reasonable efforts to correct or provide a workaround for such failure at no additional charge to Town in accordance with Exhibit B hereto. EXCEPT

FOR THE EXPRESS WARRANTY ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE TO LICENSEE “AS IS” AND “AS AVAILABLE.” SELECTRON MAKES NO

WARRANTY THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE CORRECTED,

OR THAT ACCESS TO OR USE OF THE LICENSED SOFTWARE SHALL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ORAL OR WRITTEN

INFORMATION OR ADVICE PROVIDED BY SELECTRON, ITS AGENTS, OR ITS

EMPLOYEES, SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT. This Section states the entire liability of Consultant and the sole and exclusive remedy of Town with respect to any breach of the foregoing express warranty.

11.6 Limited Services Warranty and Exclusive Remedy. Subject to the limitations set forth in this Agreement, Consultant warrants that the Services shall be performed in a professional and workmanlike manner. Consultant’s sole obligation, and Town’s exclusive remedy for breach of the foregoing warranty, is that Consultant shall use its commercially reasonable efforts to re-perform the Services or otherwise cure such breach. If, in Consultant’s sole judgement, curing the breach is not commercially feasible, Consultant shall credit Town for a portion of the fees allocable to the affected period of time that is proportionate to the period the Services or Town’s ability to access or use the Licensed Software was impaired.

11.7 Disclaimer of Other Warranties. THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.5 AND SECTION 11.6 CONSTITUTE THE ONLY WARRANTIES MADE BY

CONSULTANT WITH RESPECT TO THE LICENSED SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. CONSULTANT MAKES

NO OTHER, AND HEREBY DISCLAIMS ALL OTHER, REPRESENTATIONS,

WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO

THE LICENSED SOFTWARE, THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. CONSULTANT EXPRESSLY DISCLAIMS ALL WARRANTIES OR

CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

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TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

CONSULTANT DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE

LICENSED SOFTWARE SHALL BE ERROR-FREE OR SECURE, OR THAT OPERATION

OF THE LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH. TOWN

ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES, OTHER THAN THE EXPRESS WARRANTIES IN SECTION 11.5 AND SECTION 11.6 OF THIS AGREEMENT.

11.8 Defects Not Covered by Warranties. Consultant shall have no obligations under Section

11.5 to the extent any nonconformance or failure of, or error in, the Licensed Software is caused by (a) use of any attachment, feature, hardware, software, or device in connection with the Licensed Software, or combination of the Licensed Software with any other materials or service, unless the combination is performed by Consultant; (b) transportation, neglect, misuse, or misapplication of the Licensed Software, or any use of the Licensed Software that is not in accordance with this Agreement, the EULA, and/or the Documentation; (c) alteration, modification, or enhancement of the Licensed Software, except as may be performed by Consultant; (d) failure to provide a suitable use environment for all or any part of the Licensed Software; or (e) failure to maintain systems and environments that are compatible with Updates.

11.9 Internet Security. Consultant’s Licensed Software is made available through the internet and may be used to access and transfer information over the internet. Town is solely responsible for the security and integrity of information it transfers from the Licensed Software, if any. Consultant makes no representations or warranties to Town regarding (a) the security or privacy of Town’s network environment, or (b) any third-party technologies’ or services’ ability to meet Town’s security and privacy needs. These third-party technologies and services may include, but are not limited to, operating systems, database management systems, web servers, and payment processing services. Town is solely responsible for ensuring a secure environment for information it transfers from the Licensed Software, if any. Further, Town acknowledges and agrees that Consultant does not operate or control the internet and that Consultant shall have no responsibility or liability in connection with a breach of security or privacy regarding the Licensed Software or information contained therein that is caused by (a) viruses, worms, Trojan horses, or other undesirable data or software; (b) unauthorized users, e.g., hackers; or (c) any other third party or activity beyond Consultant’s reasonable control.

11.10 Remote Access Security. Consultant may require remote access capability to Town’s network. This could be required for support of onsite software, or to enable access to required local data. Consultant will work with Town’s IT staff to determine the best access method, as approved by Town’s IT and security staff. Remote access is normally provided by using industry standard remote access software or through a Town solution such as VPN access. Regardless of what method is used to provide remote access, or which party provides remote access software, it is Town’s responsibility to ensure that the remote access method meets Town’s security requirements. Consultant makes no representations or warranties to Town regarding the remote access software’s ability to meet Town’s

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security or privacy needs. Consultant also makes no recommendation for any specific package or approach with regard to security. Town is solely responsible for ensuring a secure network environment.

11.11 Outbound Services Disclaimer. Outbound services, used for outbound messaging from the Licensed Software, refer to automated communications initiated by the Licensed Software to deliver information, collect responses, or engage users. These services are designed to provide additional methods of communication for the Town's employees, supporting and enhancing existing processes. These services are not intended to replace all interaction with Town’s end users or employees. While the outbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail-proof, including but not limited to infrastructure such as software, computer hardware, network services, telephone services, and e-mail. Examples of situations that could cause failure include but are not limited to: down phone lines, all lines busy, equipment failure, email address changes, and internet service disruptions. For this reason, while outbound services are valuable in providing enhanced communication, they are specifically not designed to be used as the sole method to deliver critical messages.

Town acknowledges that it is aware of the potential hazards associated with relying on an automated outbound service feature, when using the Licensed Software, and Town acknowledges and agrees that it is giving up in advance any right to sue or make any claim against Consultant, and that Town forever releases Consultant from any and all liability caused by (a) any failed call attempts (including excess of calls over and above network or system capacity), incomplete calls, or any busy-outs; (b) any failure to transmit, obtain or collect data from callers or for human and machine errors, faulty or erroneous input, inarticulate caller communication, caller delays or call lengths exceeding estimated call lengths or omissions, delays and losses in connection with the Services provided hereunder; or (c) if Town, Town’s employees, or Town’s end user suffer injury or damage due to the failure of outbound services to operate, even though Town does not know what or how extensive those injuries or damages might be, unless such losses were directly attributable to Consultant’s gross negligence or willful misconduct.

11.12 Data Transfers Between Town and Consultant. The parties acknowledge that, to facilitate providing the Services and the Licensed Software, Consultant and Town shall regularly transfer Town Data to each other. The Town, not Consultant, is responsible for providing and maintaining a secure file transfer protocol for such transfer of Town Data and shall be responsible for maintaining the security of the system components, environment, and procedures of such file transfer protocol.

11.13 Town’s Privacy Practices. “Town Data” means structured data about and identifiable to customers of Town, including without limitation data about transactions between such customers and Town, (a) that Town provides to Consultant to enable Consultant to provide the Licensed Software and the Services, (b) that Consultant collects from Town’s customers to facilitate payments by those customers to Town, or (c) that Consultant otherwise collects or creates, including by automated means, in the course of performing the Services or providing the Licensed Software to Town. Town acknowledges that the Town Data includes information about individuals with whom Town, rather than Consultant, has direct relationships. Therefore, it is Town’s obligation, and not Consultant’s obligation, to provide

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any privacy notices or disclosures to, and obtain any consent from, such individuals as may be required by applicable law with respect to processing of the Town Data by Consultant on Town’s behalf. Town represents, warrants, and covenants to Consultant that (a) Town has the authority to transmit the Town Data to Consultant; and (b) Consultant’s collection, storage, transmittal, and other processing of the Town Data on behalf of Town, as described in the Documentation and this Agreement, does not and will not violate any applicable laws, regulations, ordinances, contracts, policies, orders, or decrees to which Town is subject.

11.14 Limitation of Liability; Limited Remedy. EXCEPT AS EXPRESSLY PROVIDED

HEREIN, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT

SHALL CONSULTANT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE

OBLIGATED TO INDEMNIFY TOWN FOR, ANY LOSS OF PROFITS, LOSS OF

BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE

DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING

TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.

11.15 Maximum Liability. Notwithstanding anything in this Agreement to the contrary or the failure of essential purpose of any limited remedy or limitation of liability, Consultant’s entire liability arising from or relating to this Agreement or the subject matter hereof, under any legal theory (whether in contract, tort or otherwise), shall not exceed the amounts actually received by Consultant from Town hereunder in the twelve (12) months immediately preceding the action that gave rise to the claim. Town acknowledges that the fees paid to Consultant reflect the allocation of risk set forth in this Agreement and that Consultant would not enter into this Agreement without the limitations on liability set forth in this Agreement.

11.16 Injunctive Relief. In the event that Town breaches any provision of the EULA or Sections

9.1, 11.1, or 11.2 , the Town acknowledges and agrees that there may be no adequate remedy at law to compensate Consultant for such breach, that any such breach may result in irreparable harm to Consultant that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Consultant shall be entitled to seek injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond or other security), in addition to whatever remedies Consultant may have at law, in equity, under this Agreement, or otherwise.
[SIGNATURES ON FOLLOWING PAGE]

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The Parties have executed this Agreement as of the Effective Date.

TOWN OF LOS ALTOS HILLS CONSULTANT
Peter Pirnejad, Town Manager Todd Johnson, President
Attest:

Arika Birdsong-Miller, Town Clerk
Approved as to Form:

Steven T. Mattas, Town Attorney

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EXHIBIT A

SCOPE OF SERVICES
Town of Los Altos Hills, CA
Relay IVR - Permits Application
Professional Services
Description Qty Unit Price Total
Relay SelecTXT Platform Setup - Building
Project Management 30 $225.00 $6,750.00
System Configuration 20 $225.00 $4,500.00
QA Testing and Training 10 $225.00 $2,250.00
Database Integration - CentralSquare - TRAKiT
Development Resources 100 $225.00 $22,500.00
PROFESSIONAL SERVICES TOTAL $36,000.00
Annual Hosted Platform and Application Fees
Description Qty Unit Price Total
Relay SelecTXT Platform - Building 1 $23,077.00 $23,077.00 Integration Support
Messages Included for Features Purchased
Application Hosting
Automatic Results Notification 1 $5,000.00 $5,000.00
Outbound Core Services
ANNUAL FEES TOTAL $28,077.00
3-Year Commitment Summary
Year 1 Year 2 Year 3 Year 4* Year 5*
PROFESSIONAL SERVICES $36,000.00
ANNUAL FEES TOTAL $28,077.00 $29,480.85 $30,954.89 $32,502.63 $34,127.76 TOTAL $64,077.00 $29,480.85 $30,954.89 $32,502.63 $34,127.76 3-Year Commitment Discount -$20,676.95 -$8,880.80 -$9,736.84 -$10,648.04 -$11,617.53 ARN Included -$5,000.00 -$5,150.00 -$5,304.50 -$5,463.63 -$5,627.54 TOTAL 3-YEAR COMMITMENT $38,400.05 $15,450.05 $15,913.55 $16,390.96 $16,882.69 3-Year Total
TOTAL 3-YEAR COMMITMENT* $69,763.65
*Years 4 and 5 are listed as optional additional years

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron Technologies,
Inc.--Exhibit A
January 1, 2025

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PRICING & PAYMENT INFORMATION
The contract period begins upon execution. Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor.

PROFESSIONAL SERVICES PAYMENT SCHEDULE
100% Invoiced at time of execution of contracts

TRAVEL FEE PAYMENT SCHEDULE
100% If travel is identified in the above detail or later requested, all travel and related fees are scheduled in advance including travel days and will be invoiced upon completion.

Total travel is invoiced at then current hourly rates, currently $225.00 per person per hour, plus actual travel expenses.

ANNUAL FEES, BUNDLES, AND SUPPORT
100% Invoiced at time of execution of contracts. Recurring fees are invoiced 45 days prior to renewal.

CHANGE ORDERS INCLUDING TIME AND MATERIAL RATES
• All service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are considered outside of the scope of this project effort. Out of scope services will be invoiced at Selectron’s then current Time and Material rate, currently $225.00 per hour. • If the out of scope services require a formal change order, the Company and Customer will mutually agree in writing, which will include a scope of work, timeline for delivery, Company and Customer responsibilities and the price terms and conditions. Upon acceptance by Customer and issuance of required purchasing documentation, all Change Orders shall be governed by the terms and conditions of this Agreement, no other terms or conditions shall apply. Customer acknowledges that such Change Orders may affect the implementation schedule and dates otherwise established as part of the project plan. • If Customer requires additional documentation, services to prepare this documentation will be invoiced at Selectron’s then current Time and Material rate, currently $225.00 per hour, 4-hour minimum.

TAXES
Sales Tax or any other applicable taxes are not included in any of the pricing in this agreement. All applicable taxes will be invoiced, collected and remitted in accordance with state and local tax laws.

PAYMENT TERMS
Terms are net 30 days from date of invoice. Past due invoices are subject to a 1.5% per month late fee.

All presented pricing is in US Dollars.

VENDOR INFORMATION
Selectron Technologies, Inc.
13535 SW 72nd Avenue, Suite 200
Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052.

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Statement of Work
Los Altos Hills, CA
Relay

PERMIT PACK

1. Overview ......................................................................................................2

1.1. Revision History................................................................................................................ 2

2. Functionality.................................................................................................3

2.1. The Relay Platform........................................................................................................... 3

2.2. Permits Pack..................................................................................................................... 3

2.3. SelecTXT ........................................................................................................................... 3

3. System Integration........................................................................................4

3.1. Application Database Interfaces...................................................................................... 4

4. Deployment Model.......................................................................................5

5. Administrative Tasks.....................................................................................5

5.1. Administrative Tools ........................................................................................................ 5

5.2. Run System Reports......................................................................................................... 5

6. Responsibilities.............................................................................................6

6.1. Selectron Technologies, Inc.............................................................................................. 6

6.2. Los Altos Hills, CA ............................................................................................................. 8

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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Los Altos Hills, CA (Los Altos Hills or Customer). The features, functionality, and services are provided through Selectron Technologies’ Relay communication platform (Relay).

1.1. Revision History
Version # Details Date

1.0 Initial Release 05/13/2025

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2. Functionality
This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of Los Altos Hills’s CentralSquare - TRAKiT application database(s) to provide the given data to Relay.

2.1. The Relay Platform
Selectron’s Relay platform powers the Customer’s solution. Relay is a multi-channel, multi-department platform that connects Customers, government agencies, and utilities. The Relay platform uses different application packs specific to the market being serviced. In addition to each application pack, the Relay channels include interactive voice response (IVR), web, outbound, and interactive texting capabilities, all on a single platform.

The following sections detail the functionality that will be implemented for the Customer. Additional channels, applications, and integrations that are not specified in this SOW are not included but may be able to be added to the system under a supplemental statement of work.

2.1.1. Application Packs and Channels
The Customer’s solution includes the following application pack and channels:
• Application packs:
o Permits Pack
• Channels:
o SelecTXT

2.2. Permits Pack
The Customer’s solution will be configured with the Relay Permits Pack. The Permits Pack allows community development or building agencies to provide their citizens and contractors with a central point of access for permit and inspection information and services. Through available Relay channels, citizens and contractors using a permit number can communicate with the department 24/7 and 365 days a year. Callers will be able to enter a permit number and perform a variety of actions.

All permit, inspection, and/or code information is available through an interface to the Customer’s application database. For any of the features detailed below to function as described, data must be available in this database to be presented to users.

2.3. SelecTXT
SelecTXT for inspection scheduling allows contractors to manage inspection requests and results from a mobile device. Users can schedule, reschedule, and cancel inspection dates via an interactive text message conversation and view inspection results. SelecTXT

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provides both step-by-step, menu-driven, and “power user” entries. Scheduling, rescheduling, and canceling inspections require a text message conversation back and forth between the application and the mobile user, where the application requests specific permit-related information, and the mobile user responds. A conversation consists of multiple text messages for each inspection request process.

Callers will be able to enter a permit number and perform the following actions:
• Access inspection results
• Leave a comment for the inspector
• Schedule/reschedule inspections
• Cancel inspections
• View the site address for the permit

2.3.1. Add-Ons
The following add-ons are included with the Customer’s Permit Pack. They provide additional functionality for the channel(s) purchased as part of this Relay solution.

2.3.2. Automatic Results Notification
During the inspection scheduling process, the permit holder may request to be contacted when the inspector has posted the results.

After inspectors post the results of an inspection, permit holders who have opted in are contacted with the notification. The Automatic Results Notification provides the following information: the permit number, inspection type, inspection result, and the inspection date.

3. System Integration
Relay requires varying integration levels with other database components depending on the implemented features. These are described in the following sections.

3.1. Application Database Interfaces
Selectron is anticipated to integrate with the Customer’s backend application database.

All data-based interactivity on the solution is reliant upon data being available, appropriate access granted to Selectron and access via the application vendor APIs.

During the implementation phase, the project will be impacted if necessary data are unavailable via the included APIs. This may affect the implementation timeframe, and may limit certain functionality depending on the data that is available, and potentially result in additional professional service fees.

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4. Deployment Model
This implementation of Relay will be deployed in Selectron’s Relay Managed Services environment.

Relay Managed Services is a hosted application environment, located in Selectron’s hosting facility.

Selectron’s hosting facility is a co-located data center featuring keyed entry and individual server locks for security. Selectron owns all hardware with a Managed Services solution and is responsible for security, monitoring, ongoing maintenance, and proactive support.

5. Administrative Tasks
This section details administrative tasks that can be performed to manage Relay. All system administration for Relay is handled through the Relay administrative tool. During the implementation process, the Customer’s administrator will be provided with user credentials for the Relay Portal. The administrator can create additional users as needed. Permissions can be assigned per user; permissions govern the functionality available to a given user.

The Relay administrative tool provides administrators with a single platform for viewing system usage and health, running reports, and configuring various system settings. It is supported on modern, high-use web browsers, such as Chrome, Firefox, Microsoft Edge, and Safari.

5.1. Administrative Tools
The Customer’s solution is equipped with an online administrative platform, allowing for the easy tracking of daily activity and statistics.

Activity
o SelecTXT Activity - Tracks and reports SelecTXT activity with line graph o Inspection Activity – Tracks and reports inspection activity with displayed numbers o SelecTXT Inspection Activity Widget – Tracks and reports SelecTXT inspection activity with bar graph
Support System
o System Status– Tracks the status of the system through Ping and Database displays o Today – Displays date, holiday, office hours, and greeting information

5.2. Run System Reports
Administrators will be able to run system reports via the Relay administrative tool.

5.2.1. Reports Center
• Running / Saving Reports - Depending on your permissions, the Reports Center has many system, activity, and usage reports that you can run. Saving a Report - To save a report (including how you have set the filters), click the desired file type you want to download, either PDF or Excel. The administrative tool will automatically generate the file and allow you to download it.

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The solution will also be equipped to provide the following reporting functions:
• System Status Report—View a log of system events, including reboots and changes in the system's overall status or health.
• Relay Permits Reports
• Inspector Posting Activity Report—This report provides a summary of inspector posting activity per day of the week within the specified date range. It lists inspector names and the number of inspections each day. • Inspections Summary Report—This report provides a summary of inspection scheduling activity per day within the specified month and year. It lists the number of inspections scheduled and canceled on the IVR each day.

SelecTXT Reports
• SelecTXT Activity Report - This report provides a graph of different activity types performed by visitors over a relative span of time (hour over hour, day over day, month over month, and more).
• SelecTXT Activity Detail Report - Use this report to find a specific SelecTXT conversation or group of conversations. Search by date/time, phone number, or other identifying information to find text conversations of interest.

6. Responsibilities

6.1. Selectron Technologies, Inc.

This section outlines Selectron Technologies’ responsibilities regarding service initiation and operation.

6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The Project Manager is the Customer’s primary contact at Selectron Technologies and coordinates all necessary communication and resources.

6.1.2. Provide Documentation
The Project Manager provides the Customer with the documents to help facilitate the service implementation process. Some or all of these may be provided depending on the scope of the project.
• Implementation Questionnaire—This questionnaire gathers critical information needed to set up and initiate the service. This includes information on the toll-free numbers, call volume, APIs.

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• Remote Access Questionnaire—This questionnaire details the information that Selectron Technologies needs to remotely access the Customer’s network and application database prior to system initiation, allowing for complete system testing.
• Implementation Timetable— This timetable details the project schedule and all project milestones.
• Quality Assurance Test Plan— This plan assists the Customer in determining that the interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign-off Form— indicates that the Customer has verified service functionality.

6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following portions of channel design:
• SelecTXT messaging flow
Software development can begin once these design elements are completed and approved by the Customer.

6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points before initiation, ensuring system functionality. This includes data read from and written to the application database and the general ability for a customer to successfully access live data and complete a transaction.

6.1.5. Provide Administrative Training
Selectron will provide remote training for the Relay solution.

6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to promote the interactive solution to citizens. Marketing collateral includes a poster, trifold brochure, and business card; standard templates for each item are used. Collateral is provided to the Customer in PDF format (original Adobe InDesign files are provided upon request).

Marketing collateral will be provided for each department included in this project.

Selectron Technologies’ Project Manager will assist in gathering the correct information to be displayed on the marketing collateral. The information displayed includes the following:
• SelecTXT phone number(s)
• Department logo (preferably in EPS format)

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• Department address
• A description of functionality
• Additional contact/informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.

Any changes to the collateral that do not include the items listed above (e.g., design changes to the template) are billed on a time and materials basis. Similarly, any changes to the marketing materials after final delivery are billed on a time and materials basis.

6.1.7. Interface Upgrades
After service initiation, the Customer’s database application may release new updates to their application or its interface. Upgrading the Relay interface to be compatible with any of the Customer’s application databases (or other application database software) may require professional services outside the scope of this service.

6.2. Los Altos Hills, CA
This section outlines the Customer’s service implementation and maintenance requirements and responsibilities.

6.2.1. Return Questionnaires and Information
Selectron Technologies’ Project Manager provides the Customer with an implementation questionnaire. The implementation questionnaire must be returned before developing the call flow design and the implementation timetable.

6.2.2. Provide Customer Specific Information
In conjunction with the Implementation Questionnaire, the following information should be supplied to Selectron Technologies to help create a precisely integrated product. For further clarification on the format and detail of the following data, refer to the Implementation Questionnaire or contact your Selectron Technologies’ Project Manager.
• Street names
• Observed holidays
• Extensions used for transfer functions
• Permit status codes and types
• Inspection types and descriptions
• Validations used for scheduling an inspection
• Correction codes and descriptions
• Permit numbering scheme

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6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by Selectron Technologies’ Project Manager. This includes reviewing:
• SelecTXT message flow design
Once the channel design(s) have been approved, software development begins.

6.2.4. Provide Remote Network Access to Application Database(s) To fully test the interactive solution, Selectron Technologies requires access to the Customer’s application database(s) before installation. The Customer will help facilitate communication between Selectron and the database vendor.

6.2.5. Provide System Access
Selectron Technologies requires access to the Customer’s network and database/ system. Changing or deleting access accounts could disrupt service for the interactive solution and/or Selectron Technologies’ ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application Database, the payment gateway, or the network are modified. The Customer is responsible for providing Selectron with appropriate application database and payment gateway network access as defined in the System Integration section.

6.2.6. Confirm Service Functionality
The Customer has 30 calendar days after service initiation to verify the functionality of the interactive solutions. Within the 30-day system acceptance period, the Customer should test system functionality using the provided Quality Assurance Test Plan.

Additionally, the System Acceptance Sign-off form must be sent to Selectron Technologies’ Project Manager within this period. Failure to complete acceptance testing within the 30-day period will constitute acceptance.

6.2.7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgment to Selectron’s Customer Support Department. A significant change is a modification that will A) change system behavior, B) allow users to change the system or C) allow access to protected data.

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit B
January 1, 2025
109738\153265\46289200.v8 Page 1 of 1

EXHIBIT B

FEE AND RATE SCHEDULE
All service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are considered outside of the scope of this project effort. Out of scope services will be invoiced at Selectron’s then current Time and Material rate, currently $225.00 per hour.

If the out of scope services require a formal change order, the Company and Customer will mutually agree in writing, which will include a scope of work, timeline for delivery, Company and Customer responsibilities and the price terms and conditions. Upon acceptance by Customer and issuance of required purchasing documentation, all Change Orders shall be governed by the terms and conditions of this Agreement, no other terms or conditions shall apply. Customer acknowledges that such Change Orders may affect the implementation schedule and dates otherwise established as part of the project plan.

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025

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EXHIBIT C

END USER LICENSE AGREEMENT
This End User License Agreement (this “EULA”) is part of a Consulting Services Agreement (the “Consulting Services Agreement”) between Selectron Technologies, Inc., an Oregon corporation (“Selectron”, “we”, “our”, or “us”) and the person or entity identified in the Consulting Services Agreement purchasing Services from us (“Licensee”). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the Licensed Software (each, an “Authorized User”). In this EULA, unless the context clearly indicates otherwise, all references to “you,” or “your” means both the Licensee and the Authorized User. All capitalized terms used but not defined in this EULA have the meanings given to them in the Consulting Services Agreement.

SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND

CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES

NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MUST NOT USE OR ACCESS THE SOFTWARE.

1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a nonexclusive, non-transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance with the Documentation, the Consulting Services Agreement, and this EULA, for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Consulting Services Agreement between Selectron and Licensee; or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no reason.

2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the Consulting Services Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Consulting Services Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the Documentation, solely for Licensee's internal business purposes. (b) Download, display, and use the Documentation, solely in support of Licensee’s use and access of the Licensed Software in accordance herewith. (c) Download, display, copy, use, and create derivative works of reports and structured data generated using the Licensed Software, solely for Licensee’s internal business purposes.

3. Copies. All copies of the Licensed Software and Documentation made by you:

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025

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(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Consulting Services Agreement and this EULA; and
(c) Must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.

4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Consulting Services Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section 2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Licensed Software or any portion thereof; (d) Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or any part thereof; (e) Provide any other person, including any subcontractor, independent contractor, affiliate, service provider, or other employee of Licensee, with access to or use of the Licensed Software, except as expressly permitted by the Consulting Services Agreement or this EULA; (f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign, distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service, except as expressly permitted by the Consulting Services Agreement or this EULA;
(g) Use the Licensed Software for the commercial or other benefit of a third party; (h) Permit the Licensed Software to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party; (i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed Software, including any copy thereof;

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025

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(j) Perform, or release the results of, benchmark tests or other comparisons of the Licensed Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials, products, or services, except as expressly permitted by the Consulting Services Agreement or this EULA; (l) Use the Licensed Software for any purpose other than in accordance with the terms and conditions of this EULA and the Consulting Services Agreement. (m) Use the Licensed Software in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading, or in violation of any applicable laws or regulations (including federal, state, local, and international laws and regulations), including but not limited to export or import control laws, information privacy laws, and laws governing the transmission of commercial electronic messages; or (o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Selectron's commercial disadvantage.

5. Collection and Use of Information. Selectron may, directly or indirectly through the services of others, including by automated means and by means of providing maintenance and support services, collect and store information regarding your use of the Licensed Software, its performance, the equipment through which the Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities conducted using the Licensed Software, the type of web browser used to access the Licensed Software, the operating system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such information for any purpose related to the Licensed Software, including but not limited to improving the performance of the Licensed Software, developing Updates, and verifying compliance with the terms of this Agreement and enforcing Selectron's rights, including all intellectual property rights in and to the Licensed Software.

6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Consulting Services Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with the license granted under this EULA and the Consulting Services Agreement, subject to all terms, conditions and restrictions contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to the licenses expressly granted in the Consulting Services Agreement and this EULA. You shall use commercially reasonable efforts to safeguard all Licensed Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.

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Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025

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7. Login Credentials. You, the Authorized User, shall not share or disclose your log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that log-in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom such log-in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset or provide Licensee with a means of resetting the password associated with such log-in credentials.

8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Licensed Software to, or make the Licensed Software accessible from any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Software available outside the US.

9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.
.

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ITEM 5Q
Town of Los Altos Hills
City Council Special Meeting Minutes
Tuesday, June 9, 2026 at 5:00 P.M.

Council Chambers, 26379 Fremont Road, Los Altos Hills, California,

Present: Mayor Rajiv Bhateja, Vice Mayor Bhateja George Tyson, Council Member Stanley Mok, Council Member Linda Swan, and Council Member Kavita Tankha

Absent: None
Staff: City Manager Cody Einfalt and City Clerk Arika Birdsong-Miller CALL TO ORDER (5:00 P.M.)
Mayor Bhateja called the meeting to order at 5:01 P.M.

ROLL CALL
Mayor Rajiv Bhateja, Vice Mayor George Tyson, Council Member Stanley Mok, Council Member Linda Swan, and Council Member Kavita Tankha were present.

1. AGENDA REVIEW
There were no changes to the agenda. The agenda was presented as posted.

2. PUBLIC COMMENT (Public Comment is Limited to Items which are the Subject of the Special Meeting)

1. Jill Grunewald, a Los Altos Hills resident, commented on the Sheriff’s Office annual statistics and expressed support for the services provided by the Sheriff’s Office. She noted the number of false alarm responses occurring within the Town and suggested the Council consider policies that may reduce unnecessary calls for service.

2. Anna Itoi, a Los Altos Hills resident, discussed public safety and crime prevention efforts following the removal of the Town's automated license plate reader program and expressed support for maintaining strong law enforcement services within the Town.

3. NEW BUSINESS
A. Presentation on the Status of Negotiations with the County of Santa Clara Office of the Sheriff Regarding the Expiring Agreement for Law Enforcement Services in Los Altos Hills (Staff: C. Einfalt)
City Manager Cody Einfalt presented a report regarding ongoing negotiations with the County of Santa Clara for law enforcement services. He provided background on the Town's current agreement, originally executed in 2014 and subsequently extended through June 30, 2026. He reviewed the County's proposed contract changes, including a full-cost recovery model, revisions to the overhead allocation methodology, removal of annual cost increase caps, and changes to the treatment of overhead costs.

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Los Altos Hills Special City Council Meeting Minutes Page 2 Tuesday, June 9, 2026
City Manager Einfalt discussed concerns raised by the contract cities regarding the proposed agreement, including the methodology used to calculate overhead costs, the potential financial impacts to the contract cities, the absence of a cost cap, and questions regarding the appropriateness of certain overhead charges. He also summarized the collaborative negotiation efforts between Los Altos Hills, Cupertino, and Saratoga, including the formation of a joint negotiation team supported by legal, financial, and consulting advisors.

City Manager Einfalt reported that following a meeting with County representatives on May 26, 2026, the County agreed to a 12-week extension of the current agreement to allow the contract cities to conduct an independent assessment of the County's proposed overhead methodology. He explained that Vasquez & Company had been retained to review the proposed billing structure and evaluate whether the proposed charges appropriately allocate costs associated with contracted law enforcement services.

City Manager Einfalt reviewed current law enforcement service levels provided to the Town, historical service utilization trends, and projected costs under the proposed contract structure. He also presented a potential service-level adjustment that would reduce dedicated traffic enforcement hours and reallocate those hours to general law enforcement services while maintaining the same overall number of patrol hours.

Staff recommended approval of a second amendment extending the current law enforcement services agreement for twelve weeks while negotiations with the County continue.

Mayor Rajiv Bhateja presented a supplemental report regarding potential long-term public safety service models and alternatives for law enforcement services within the Town. He reviewed the projected costs associated with the proposed Sheriff’s Office contract, including anticipated increases in service costs and overhead charges, and discussed various law enforcement service delivery models utilized by neighboring jurisdictions.

Mayor Bhateja presented comparisons of service levels, staffing models, and costs among agencies including the Santa Clara County Sheriff’s Office, San Mateo County Sheriff’s Office, local police departments, and sheriff-staffed police models. He also reviewed examples from neighboring communities, including Woodside, Portola Valley, Atherton, Danville, Stanford, and Monte Sereno.

Mayor Bhateja discussed several potential public safety strategies for Council consideration, including the implementation of a volunteer resident patrol program, increased visibility measures, evaluation of alternative staffing models, continued discussions with neighboring jurisdictions regarding regional partnerships, and the potential feasibility of a Joint Powers Authority or other long-term law enforcement service arrangements.

Mayor Bhateja concluded by recommending that the Town continue the ongoing audit of the County’s overhead methodology, approve the proposed contract extension while negotiations continue, explore volunteer patrol opportunities, and evaluate alternative public safety service models and regional partnerships for future consideration.

The City Council discussed: The methodology used by the County to calculate service costs, Staffing levels and response capabilities, Public safety priorities of the Town, Alternative service delivery models, The importance of coordinating negotiations with the other contract cities, Potential impacts associated with future residential development within the Town.

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Los Altos Hills Special City Council Meeting Minutes Page 3 Tuesday, June 9, 2026
B. Resolution Approving Amendment Number 2 Authorizing a 12 Week Extension to the Current Law Enforcement Agreement with the County of Santa Clara Office of the Sheriff (Staff: C. Einfalt)
Public Comments

1. Jill Grunewald, a Los Altos Hills resident, inquired about future public safety service demands associated with upcoming housing developments within the Town. Staff responded that no discussions had occurred regarding separate security requirements and that future developments would receive law enforcement services in the same manner as other areas of the Town.

Council Member Swan made a motion to adopt a Resolution approving Amendment No. 2 to the Law Enforcement Services Agreement with the County of Santa Clara Office of the Sheriff, authorizing a thirteen-week extension of the current agreement through September 30, 2026. Vice Mayor Tyson seconded the motion.

The motion was amended to authorize the City Manager to review and incorporate relevant modifications resulting from negotiations conducted by the other participating contract cities, as appropriate. APPROVED, VOTE 5-0
MOTION PASSED 5-0
AYES: Bhateja, Tyson, Mok, Swan, Tankha
NOES: None
RECUSE: None
ABSTAIN: None
ABSENT: None

Mayor Bhateja adjourned to Closed Session at 6:19 P.M.

4. REPORT OUT OF CLOSED SESSION
There was no report from Closed Session was provided at the June 9, 2026, meeting. Any reportable action will be announced at a subsequent meeting as required by law.

5. ADJOURN
Mayor Bhateja adjourned the meeting.

Respectfully submitted,
Arika Birdsong-Miller

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TOWN OF LOS ALTOS HILLS June 18, 2026
Staff Report to the City Council
SUBJECT: RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

GRANT AGREEMENT WITH LOS ALTOS HILLS COMMUNITY FIBER
FOR THE BROADBAND INFRASTRUCTURE PROJECT FOR A SIXMONTH TERM EXTENSION FROM: WooJae Kim, Public Works Director/City Engineer
APPROVED: Cody Einfalt, City Manager
RECOMMENDATION:

Staff recommend that the City Council adopt a resolution (Attachment 1) approving the Second Amendment (Attachment 2) to the grant agreement with Los Altos Hills Community Fiber (LAHCF) for the Broadband Infrastructure Project for a six-month term extension.

BACKGROUND:

The Broadband Infrastructure Project was first approved by the City Council in the FY2023-2027 Five-Year Capital Improvement Plan with $800,000 of American Rescue Plan Act (ARPA) funding to expand broadband service to underserved areas in the Town to improve residents’ ability to work from home, improve access to the internet for education, and support public safety.

On May 15, 2024, the Technology Committee approved a motion recommending that the budget for the Broadband Infrastructure Project be utilized to fund LAHCF underground fiber projects at three priority sites in the Town. On May 21, 2024, the Technology Committee’s recommendation, along with project delivery approaches and analysis prepared by staff, was presented to the City Council. The Council concurred with the Technology Committee’s recommendation and authorized staff to negotiate an agreement with LAHCF to fund the installation of underground fiber at priority sites, working with the Technology Committee.

On October 22, 2024, the Town Council approved a not-to-exceed $725,000 grant agreement with LAHCF to install underground broadband fiber infrastructure at three priority sites, with the terms and provisions of the existing Master Access Agreement with LAHCF in full effect. Per the grant agreement, LAHCF can receive up to $725,000 of grant funding for design, engineering, permitting, and construction costs upon completion of the scope of work items. The remaining $75,000 of the $800,000 Broadband Infrastructure Project budget is allocated for soft costs incurred by the Town to deliver the project, including administration, legal, project management, and inspection costs/fees. The ARPA funds for the Town have been reported to the U.S.

Department of Treasury and accounted for in General Fund; therefore, the funding source for the Broadband Infrastructure Project is General Fund.

ITEM 6A

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Staff Report to City Council Page 2
Broadband Infrastructure Project – Second Amendment
June 18, 2026
The three priority sites included in the scope of work for the agreement are described under the following tasks:
 Task A – Town Hall: Along Fremont Road from the intersection of Fremont Pines Lane to the frontage areas of Town Hall.
 Task B – Stonebrook/Prospect/La Loma: Along Stonebrook Drive from El Monte Road to Prospect Avenue and to a wireless antenna site on La Loma Drive.  Task C – Stonebrook to ARK via Foothill College: A fiber connection between the intersection of El Monte Road and Stonebrook Drive to the ARK building, which is the Los Altos Hills County Fire District – Community Emergency Response Team (CERT) facility located within the Foothill College campus.

According to LAHCF, the new underground fibers funded by the grant agreement would provide opportunities for new broadband services to approximately 154 properties, including 48 properties directly fronting the new fiber and 106 properties on adjacent side streets. The project is consistent with the Town’s Digital Bill of Rights adopted in June 2022 and will help the Town move closer to its goal of expanding broadband internet service to the underserved residents in the Town.

The grant agreement with LAHCF was executed on October 25, 2024. The original term of the agreement expired on December 31, 2025. On November 20, 2025, the City Council approved the first amendment to the agreement extending the term by six months to June 30, 2026, at the request of LAHCF, to allow additional time to complete the agreed-upon scope of work at the priority sites.

DISCUSSION:

Since the extension of the agreement, LAHCF, with its vendor Next Level Infrastructure LLC, has now fully completed Task A and Task B. Both tasks have been constructed in general accordance with the agreed-upon scope of work, and both are capable of serving properties that wish to connect.

The work for Task C to connect the ARK is underway. Foothill De Anza Community College District has issued one of the three purchase requisitions that make up their contribution to the project, and the other two are awaiting signatures. The horizontal directional drilling required under Task C is anticipated to be completed before the end of June. Once the work under those requisitions is complete, a continuous fiber path will extend from the ARK, through Foothill College's conduits, to the existing LAHCF vault at Stonebrook/El Monte, and Task C will be complete.

For Tasks B and C, the fiber network service will initially be supplied by the wireless antenna system at La Loma Drive. Once underground fiber is installed along El Monte Road under I-280, the areas served by the completion of Tasks B and C will be supplied from the hardwired connection under I-280. LAHCF has signed an agreement with a new partner who has been moving forward expeditiously to provide AT&T duct access under I-280.

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Staff Report to City Council Page 3
Broadband Infrastructure Project – Second Amendment
June 18, 2026
A second extension to the grant agreement would be necessary to allow additional time to complete Task C. A provision of the agreement requires that the full scope of work (Tasks A, B, and C) be completed.

ENVIRONMENTAL REVIEW:

The Broadband Infrastructure Project, involving extensions of existing utilities and consisting of construction and location of limited numbers of new, small facilities or structures, is categorically exempt under CEQA Guidelines Section 15303(d).
2026-27 CITY COUNCIL WORK PLAN:

The Broadband Infrastructure Project to “install fiber broadband network at priority areas” is identified on the 2026-27 City Council Work Plan under Protect and Maintain Infrastructure.

FISCAL IMPACT:

No additional project funding or appropriations will be necessary due to the amendment. Below is a fiscal update table indicating the project budget, expenses to date, and LAHCF reimbursements to date:

Town Soft Costs for Project Delivery BUDGET EXPENSES TO DATE Town Attorney $20,000 $11,486
Contract Project Manager $30,000 $30,000
Increase to Contract Project Manager $10,000 $4,432
GovTech Group $10,000 $6,338
Construction Inspection $5,000 Included in Encroachment Permit Fee
Subtotal $75,000 $52,256
LAHCF Grant Costs REIMBURSEMENTS

TO DATE
By Tasks:

Task A – Town Hall $250,000 $238,219
Task B – Stonebrook/Prospect/La Loma $450,000 $453,187
Task C – Stonebrook to ARK via Foothill College $25,000 $5,000 Subtotal $725,000 $696,406
ATTACHMENTS:

1. Resolution Approving Second Amendment to LAHCF Funding Agreement

2. Second Amendment

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RESOLUTION NO. _______

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

APPROVING THE SECOND AMENDMENT TO THE GRANT AGREEMENT WITH

LOS ALTOS HILLS COMMUNITY FIBER FOR THE BROADBAND

INFRASTRUCTURE PROJECT FOR A SIX-MONTH TERM EXTENSION
WHEREAS, the Broadband Infrastructure Project was first approved by the City Council in the FY2023-2027 Five-Year Capital Improvement Plan with $800,000 of American Rescue Plan Act (ARPA) funding to expand broadband service to underserved areas in the Town to improve residents’ ability to work from home, improve access to the internet for education, and support public safety; and
WHEREAS, on May 15, 2024, the Technology Committee approved a motion recommending that the budget for the Broadband Infrastructure Project be utilized to fund Los Altos Hills Community Fiber (LAHCF) underground fiber projects at three priority sites in the Town; and WHEREAS, on May 21, 2024, the Council concurred with the Technology Committee’s recommendation and authorized staff to negotiate an agreement with LAHCF to fund the installation of underground fiber at priority sites, working with the Technology Committee; and WHEREAS, on October 22, 2024, the Town Council approved an up to $725,000 grant agreement with LAHCF to install underground broadband fiber infrastructure at three priority sites, with the terms and provisions of the existing Master Access Agreement with LAHCF in full effect; and
WHEREAS, per the grant agreement, upon completion of the scope of work, LAHCF can receive up to $725,000 of grant funding for design, engineering, permitting, and construction costs; and WHEREAS, the remaining $75,000 of the $800,000 Broadband Infrastructure Project budget is allocated for soft costs incurred by the Town to deliver the project, including administration, legal, project management, and inspection costs/fees; and
WHEREAS, the ARPA funds for the Town have been reported to the U.S. Department of Treasury and accounted for in General Fund; therefore, the funding source for the Broadband Infrastructure Project is General Fund; and
WHEREAS, the priority sites in the final scope of work in the agreement are along Fremont Road in the area around Town Hall, along Stonebrook Drive/Prospect Avenue/La Loma Drive, and Stonebrook to ARK building connection at Foothill College; and WHEREAS, LAHCF will own and be solely responsible for the operation and maintenance of the infrastructure installed under the grant agreement; and WHEREAS, the original agreement stipulated that the project be completed and grant amounts invoiced by December 31, 2025; and
ITEM 6A, Attachment 1

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WHEREAS, on November 20, 2025, the City Council approved the first amendment to the agreement extending the term by six months to June 30, 2026, at the request of LAHCF, to allow additional time to complete the agreed-upon scope of work at the priority sites; and WHEREAS, since the extension of the agreement, LAHCF, with its vendor Next Level Infrastructure LLC, has now fully completed Task A and Task B in general accordance with the agreed-upon scope of work and both are connected to existing LAHCF fiber and capable of serving properties that wish to connect; and
WHEREAS, a second extension to the grant agreement is necessary to allow additional time to complete Task C.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the Town of Los Altos Hills does hereby approve the Second Amendment to extend the term of the grant agreement with Los Altos Hills Community Fiber to December 31, 2026, to complete installation of underground broadband fiber per the agreed scope of work.

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 18th of June 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY: _______________________________
Rajiv Bhateja, Mayor
ATTEST:
______________________________
Arika Birdsong-Miller, Town Clerk

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AMENDMENT NO. 2 TO THE GRANT AGREEMENT BETWEEN

THE TOWN OF LOS ALTOS HILLS AND LOS ALTOS HILLS COMMUNITY FIBER
THIS AMENDMENT NO. 2 TO THE GRANT AGREEMENT is made at Los Altos Hills, California, as of _____________, 2026, by and between THE TOWN OF LOS ALTOS HILLS, a General Law City, (“Town”) and LOS ALTOS HILLS COMMUNITY FIBER, a California non-profit mutual benefit corporation, (“Recipient”). Town and Recipient are hereinafter collectively referred to as the “Parties”. In consideration of their mutual covenants, the Parties hereby agree as follows:

RECITALS
A. On October 25, 2024, Town and Recipient entered that certain Grant Agreement (“Agreement”) whereby Recipient agreed to expand broadband services (“the Work”) within the Town for the purposes of a community benefit and operate the network for a minimum of five (5) years after Termination Date as more particularly described in the Scope of Work in the Agreement.

A true and correct copy of the Amendment No. 1 and the original Agreement and its exhibits are attached as Attachment A.

B. Town and Recipient now desire to amend the Agreement.

NOW, THEREFORE, for and in consideration of the promises and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Town and Recipient hereby agree as follows:

1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary.

2. Section 2 - Term of the Agreement is hereby modified as follows:

Unless amended or terminated prior to its expiration, the term of this Agreement for disbursement and expenditure of eligible payments will begin on Effective Date, and the Agreement shall be completed to the satisfaction of the Town by June 30, 2026 December 31, 2026 (“Termination Date”), except the Master Access Agreement shall continue to September 2, 2031, unless otherwise amended or terminated. Section 9 (Indemnification) shall survive termination or expiration of the Agreement and shall remain enforceable thereafter.

All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE]
ITEM 6A, Attachment 2

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Dated:

TOWN OF LOS ALTOS HILLS LOS ALTOS HILLS COMMUNITY FIBER By:

Cody Einfalt, Acting City Manager
By:

Gautam Agrawal, President & Board
Member

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AMENDMENT NO. 1 TO THE GRANT AGREEMENT BETWEEN

THE TOWN OF LOS ALTOS HILLS AND LOS ALTOS HILLS COMMUNITY FIBER
THIS AMENDMENT NO. 1 TO THE GRANT AGREEMENT is made at Los Altos Hills, California, as of D°Cewh_Cjr3 2025, by and between THE TOWN OF LOS ALTOS HILLS, a General Law City, (" Town") and LOS ALTOS HILLS COMMUNITY FIBER, a California non-profit mutual benefit corporation, (" Recipient"). Town and Recipient are hereinafter collectively referred to as the " Parties". In consideration of their mutual covenants, the Parties hereby agree as follows:

RF.C' ITALS
A. On October 25, 2024, Town and Recipient entered that certain Grant Agreement Agreement") whereby Recipient agreed to expand broadband services (" the Work") within the Town for the purposes of a community benefit and operate the network for a minimum of five ( 5) years after Termination Date as more particularly described in the Scope of Work in the Agreement.

B. Town and Recipient now desire to amend the Agreement.

NOW, THEREFORE, for and in consideration of the promises and other good and valuable considerations, the receipt and sufficiency ofwhich are hereby acknowledged, Town and Recipient hereby agree as follows:

1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary.

2. Section 2 - Term of the Agreement is hereby modified as follows:

Unless amended or terminated prior to its expiration, the term of this Agreement for disbursement and expenditure of eligible payments will begin on Effective Date, and the Agreement shall be completed to the satisfaction of the Town by December- 3 242-5 June 30, 2026 (" Termination Date"), except the Master Access Agreement shall continue to September 2, 2031, unless otherwise amended or terminated. Section 9 Indemnification) shall survive termination or expiration of the Agreement and shall remain enforceable thereafter.

All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms ofthis Amendment and the Agreement, the terms ofthe Agreement will control unless specifically modified by this Amendment.

SIGNATURES ON THE FOLLOWING PAGE]

ATTACHMENT A

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Dated:

TOWN OF LOS ALTOS HILLS LOS ALTOS HILLS COMMUNITY FIBER By: By:

Cody Einfalt, A Manager Gau m grawa , resi en oar
Member

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ATTACHMENT A

GRANT AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND LOS

IALTOS HILLS COMMUNITY FIBER
This Grant Agreement (" Agreement") is made, and entered into between the Town of Los Altos Hills,, a General Law City (" Town") and LOS ALTOS HILLS COMMUNITY FIBER, a California non- profit mutual benefit borpoilation, (" Recipient") effective as of October 25, 2024_ ( the Effective Date"). Town and Recipient are hereinafter collectively referred to as ( the Parties"). In consideration oftheir mutual covenants, the Parties hereby agree as follows:

1. Iricoroorated Documents,
A. The MASTER ACCESS AGREEMENT BETWEEN THE TOWN OF LOS

ALTOS HILLS, AND LOS ALTOS HILLS COMMUNITY FIBER FOR THE

INSTALLATION OF FIBER OPTIC NETWORK FACILITIES WITHIN
PUBLIC RIGHT- OF- WAY (" Master Access Agreement") is attached hereto and incorporated herein as Exhibit, C.

B. All requirements set forth in the Master Access Agreement apply, fully to this Agreement, In the, event that any of the terms of the Master Access Agreement conflict with this Agreement, the terms of this Agreement shall prevail,

2. Term, Unless amended or terminated prior to its expiration, the term, of this Agreement for disbursement and expenditure of eligible payments will begin on Effective Date and the Agreement shall be completedto the satisfaction of the. Tow.n by December 31, 2025 Termination Date"), except the Master Access Agreement shall continue, to September 2, 203 1, unless otherwise amended or terminated, Section 9 (Indemnification) shall survive termination or expiration of the Agreement and shall remain enforceable thereafter,

3. Scope of Work. Recipient shall expand broadband services (" the Work") within the Town for the purposes of a community benefit and operate the network- for a minimum of five ( 5) years after Termination Date as more particularly described in the Scope ofWork, attached hereto and incorporated herein as Exhibit A. In the event of a conflict, or inconsistency between the text of the main. body of this Agreement and Exhibit A, the text of the main body ofthis Agreement shall prevail.

4. Noncompletion of Scopepe of Work. Partial performance or incomplete performance of the Scope of Work will be considered a Breach of Agreement unless agreed to by both parties in writing, Any Work not completed upon use of all Grant Funds must be completed at the expense of Recipient by the Termination Date.

5. Payment. Town s
I
hall pay Recipient an amount not to exceed: seven hundred twenty- five thousand dollars ($ 725, 000) (" Grant Funds") for the full and satisfactory completion ofthe Work in accordance, with the terms, and, conditions of this Agreement, The calculation of payment for the Work -shall be set forth as described in the Compensation Form, attached hereto and incorporated herein as Exhibit B. The amount stated above is the entire

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compensation payable to Recipient for the Work performed hereunder,, including but not. limited to all labor, materials, tools, Engineering, Construction, Permitting, PG& E Power Allowances, equipment furnished by Recipient, or other expenses directly related to completing the work, at the sole discretion of the Town. Grant Funds May be shifted between budget line items by the Recipient,
A. The Town shall reimburse recipient, based on invoices received showing proof of payment, for Work satisfactorily performed. Town shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Recipient,
B. Presenting a false or fraudulent claim for payment, including a change order, is a violation of the California False Claims Act and may result in treble damages and a fine of five thousand ($ 5, 000) to ton thousand dollars ($ 10, 000) per violation in addition to repayment of any improperly used funds.

6. Maintenance and Operation.

A. Recipient shall, at its sole cost and expense, maintain and promptly repair any damage to the Facilities whenever repair or maintenance, is required,, subject to obtaining an Encroachment Permit from the Town as required by this, Agreement, All work by and on behalf of Recipient shall: ( a) be performed by duly licensed and bonded contractors or mechanics, be performed in a manner and using equipment and materials that will not interfere with or impair the Town' s operations, and ( c) comply with all Laws and applicable Town requirements including Encroachment Pert -nit requirements.

B, The permission to -,access, the Public Right of Way granted by the Town pursuant to this Agreement is intended to permit the deployment of broadband internet services only to and for the benefit of Recipient and/ or Recipient' s members. Recipient may not deploy, nor permit any third party to deploy, any facilities or equipment in the Right of Way unless specifically provided for in this Agreement. This Agreement does not create- any ownership, property rights, or other rights to access, use or operate Recipient Facilities. in the Right ofWay.

7. Independent Rgci ent, 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 Recipient. At all times Recipient shall be an independent contractor and Recipient is not authorized to bind the Town to any contracts or other obligations without the express written consent of the Town. Additionally, the Agreement does not. cause the Town to be a member of Recipient, any operation, or any maintenance.

8. Licenses,. Recipient represents and warrants that Recipient possesses all licenses, permits, and qualifications legally required for the performance of the Work, including but not limited to a business licene-from the Town and payment ofany applicable business license K

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tax. Recipient shall, -at -Recipient' s sole cost and expense, maintain all such licenses, permits and qualifications in full force and effect throughout the term of this Agreement.

9. Indemnification of the Town. Recipient, jointly and severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend ( with counsel acceptable to Town) and hold harmless Town, its officers, employees and agents and any successors to Town's interest from and against any and all claims, injuries, property damages, demands,, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith; including, without limitation, reasonable attorney' s fees and: costs of defense ( collectively, the Losses") arising directly or indirectly, in whole or in part, out of the Deployment of the Facilities or activities of Recipient described in this Agreement, except to the extent such Losses are solely caused by the Town' s acts or omissions of gross negligence or willful misconduct, For purposes of Section 10 and 11, the term " cleanup actions" shall refer to such actions as are necessary to remediate damage caused directly or indirectly by Recipient, its employees, agents, contractors, or subcontractors, For the purposes of the indemnity obligation under Section 10 and 11, " activities of Recipient" includes acts or omission ofRecipient or its employees, sub grantees, invitees, contractors, subcontractors or agents relating to the Recipient' s performance of this Agreement.

A. In the event that Recipient; its employees, agents; :contractors, or subcontractors shall discover contamination or hazardous materials while performing any work in, the public right -of. -- way, regardless of the source, Recipient shall cause all work to be stopped and shall immediately notify Town of the discovery. Recipient agrees that the provisions of Section 10 shall fully apply in the event of a failure by Recipient to stop work and immediately .notify the Town.

B. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and. Town' s costs of investigating any claims against the Recipient,

10. Indemnification of Recipient. The Town; jointly and severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend ( with counsel acceptable to Recipient) and hold harmless Recipient, from and against any and all claims, injuries, property damages, demands, losses, damages, liabilities, fines, penalties, charges, administrative ,and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and cleanup actions of any bind, all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorney' s fees and costs of defense (collectively, the " Losses") arising directly or indirectly, in whole or in part, out of the activities ofthe Town described in this Agreement, except to the extent such Losses are. solely caused by the Recipient' s acts or omissions of gross negligence or willful misconduct. For purposes of Section 10 and I I only, the terra " cleanup actions" shall refer to such actions as are necessary to remediate damage caused directly or indirectly by the Town, its employees,• - gents, contractors, or subcontractors. For the purposes of the indemnity obligation tunder Section 10 and 11, " activities of Town includes acts or 3

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omission of Town or its ernpluyees, sub -grantees, invitees, contractors, subcontractors or agents relating to the Town' s performance of this Agreement. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and Recipient' s costs of investigating any claims against the Town. 11, Encroachment Permit. Recipient shall apply for an Encroachment Permit for all Deployment work and each job within the Public Right -of, -Way, Recipient shall furnish detailed plans ofthe work, including proposed underground and overhead routes, and other such information as required by the City Engineer and shall pay all processing, field marking, engineering and inspection fees, and any other fees that the Town may be authorized to impose now or in the .future irto issuanceance ofthe permit in accordance, with the rates in effect at the time of payment. All proposed work shall be, constructed in accordance with Laws, and as further provided for in the provisions ofthis Agreement. The Town may, at its option, require Recipient to deposit an amount equal to the reasonable, estimate of the Town' s actual costs of issuing an Encroachment Permit - Recipient shall pay such deposit in the amount specified by the Town prior to the issuance of an Encroachment Permit. Town shall be entitled to draw on this deposit on atime, and materials basis as reimbursement for the Town' s actual costs incurred in issuing the Encroachment Permit.

The Town shall refund any unused portion of the deposit to Recipient upon completion of the work described in the Encroachment Permit. If, in the event that Town reasonably determines that the amount of the deposit remaining will not be sufficient. to reimburse the Town for its. estimated actual costs through completion of the work, Town may require and Recipient shall. replenish the deposit as required by the Town within five ( 5) day's of written notice thereof, Failure to comply with the terms and conditions of 'this Agreement may, at Town' s sole discretion, result in withholding issuance of any new Encroachment Permits.

12. Insurance,,
A, Prior to the issuance of an encroachment permit, Recipient shall obtain and maintain comprehensive general. and automotive liability insurance. protecting Recipient in: anamount of not. less than Two Million Dollars ($ 2,000, 000) per occurrence, including bodily injury and property dam -ago, as a combined single limit or cquivalelit- Such insurance shall name Town, as defined above, as additional insured parties. Coverage shall be in accordance with the limits specified and the provisions indicated herein, Claims -made a policies lel6o. are not acceptable. When, all umbrella or excess coverage9 is in effect, it must follow the form ofthe underlying Y149 coverage. Stichinsurance shall not be canceled or materially altered to reduce coverage without giving Town at least thirty (30) days advance Written notice of such cancellation or change, and it shall be the responsibility of Recipient to notify Town of such change or cancellation. This insurance shall I
apply to all
encroachment permits issued under this, Agreement,.

B. Recipient shall file the required original Certificate of Insurance with endorsements with Town, subject to Town' s approval, and shall clearly state:
i. Policy nutober,--:,name of insurance company; name, address and telephone number of agent or authorized representative; name, address and telephone M

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number of insured; project name and address; policy expiration date; and specific coverage amounts.
ii. That Recipient' s insurance is primary.

C, Workers Compensation Insurance: Prior to the issuance of an encroachment permit, either the Recipient will obtain of the Recipient will ensure that contractors or employees performing work, obtain and maintain statutory Workers Compensation and employer's liability insurance as required by law and furnish Town with a certificate showing proof of such coverage. The insurer shall agree to waive all rights of subrogation against the Town, its officers, officials, employees and volunteers for losses arising from Recipient' s performance of this Agreement.

D. Insurance Companies: Insurance companies must be admitted in California :and rated at least A- in Best' s Insurance Guide.

13. Compliance with all Applicable Laws,
A. Recipient shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement.

B, The Recipient and any subrecipients. performing services oil behalf of the Recipient will not unlawfully discriminate or permit discrimination, harass, or allow harassment against any person or group ofpersons, because ofrace, color, religious creed, national origin, ancestry, age ( over 40), sex, gender, gender identity, gender expression, sexual orientation, marital status, pregnancy or childbirth ( including related. conditions), medical condition ( including cancer), mental disability, physical disability ( including HIV and AIDS), genetic information, or military and veteran' s status, or in any manner prohibited by federal, state, or local. laws. In. addition, Recipient must not unlawfully deny any of their employee' s family care leave or discriminate against such employees on the basis of having to use family care leave. Recipient must ensure that the evaluation and treatment of their employees and applicants for employment is free of such discrimination and harassment.

C. Recipient shall comply with the requirements of the Secretary of Labor and the latest amendments to: Executive Orders 11246 and 11375, as supplemented in Department of Labor regulations ( 41 C.F.R. chapter 60); the Copeland " Anti - Kickback" Act ( 18 U.S. C. § 847) as supplemented in Department of Labor regulations, (29 C.F.R. part 3)- Section 3 of the Housing and Urban Development Act of 1968 ( 12 U.S. C. §§ 1701, et seq.); Title VI of the Civil Rights Act of 1964 42 U.S. C. §§ 2000); Section 109 of Title I of the Housing and Community Development Act of 1974 ( 42 U.S, C. §§ 5301 etseq.),. the Age Discrimination Act of 1975 ( 42 U.S. C. §§ 6101 et seq.); and Section 504 of the Rehabilitation Act of 1973 ( 29 U.S. C. §§ 701 et seq.)
5

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1.4. —Payment of Taxes` Tax Withholding. Recipient is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Recipient must provide Town with a valid California Franchise Tax Board form 590 (" Form 590"). Unless Recipient provides Town with a. valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, Town may withhold California taxes from payments to Recipient as required by law. Recipient shall obtain, and maintain on file for three ( 3) years after the termination ofthis Agreement, .Norm 590s ( or other written, evidence of exemptions or waivers) from all subreciplents. Recipient accepts sole responsibility for withholding taxes from any non - California resident subrecipient and shall submit written documentation of compliance with Recipient' s withholding duty to Town upon request.

15. Patents. The Recipient shall assume all costs arising froni the use of patented materials, equipment, services, or processes used on or incorporated in the Work, and agrees to indemnify and save harmless the Town of Los Altos Hills, the City Council, and the Engineer, and their duly authorized representatives, for all suits at law, or actions of every nature for, or on account of the use of any patented materials, equipment, services, or processes.

16. Dispute Resolution. Prior to initiating litigation in a court of competent, jurisdiction, both Recipient and. Town shall undergo alternative dispute procedures as outlined in Public Contract Code Section. 20104, et seq. The Parties also expressly agree that such procedures are incorporated as though fully set forth in this Agreement.

17. Prevailng Party. In the event that either party to this Agreement commences any legal action or proceeding ( including but not limited to arbitration) to interpret the terms of this Agreement; the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney' s :fees associated with that legal action or proceeding.

18. Termination. Town may terminate or suspend this Agreement at any time and without cause upon written notification to Recipient. Upon receipt of notice of termination or suspension,.

Recipient. shall. immediately stop all work in progress under this Agreement, The Town' s right of termination shall be in addition: to all: other remedies available under law to the Town.

19. Breach of'Agreement. If Recipient materially breaches any of the terms of this Agreement, Town' s remedies shall include but not be limited to the following;:

A. Immediately terminate the Agreement;
B. Recover all Grant Funds expended upon demand;

20. Severability, If any term or portion of this Agreement is held to be invalid, illegal„ or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

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2 1. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed byboth Parties.

22. Non -Liability of Officials, Em to and Agents. No officer, official, employee or agent of Town :shall be personally liable to Recipient in the event of any default or breach by Town or for any amount which may become due to Recipient pursuant to this Agreement.

23. Execution in Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.

24., Choice of Law. Venue. The applicable law shall be that of the Mate of California, 25, Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given ( i) when received if personally delivered; ( ii) when received iftransmitted by telecopy, ifreceived during normal business hours on a business day ( or if not, the next business day after delivery) provided that such facsimile is legible and that at the time, such facsimile is sent the sending Party receives written confirmation of receipt; ( iii) if sent for next day delivery to a domestic address by recognized overnight delivery service ( e. g., Federal Express); and iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows:

Redpient
Town;
Name, Title]
Los Altos Hills Community Fiber
Address]
1--
peter, Pimejad
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
7

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.

TO
By:

Peter Pirnejad
City Manager
APPROVED AS TO FORM:
sr- n r tny
By. Skve 4utta9; Oc115, 2 91]: 5'J PUT)
Steve Mattas
City Attorney
RECIPIENT:

Ga" tawt YawaG
By: Gautam ftmwal (Oct . 202414: 28 PDT)
Print Name: Gautam Agrawal
Title: President & Board Member -
E

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EXi 11 IT A — SCOPE OF WORK
Yersion, date September 10, 2024]
TASK A. Town Hall SOW
Al. Design and engineer a network extension within the Fremont Road ROW from the existing Los Altos Hills Community Fiber Vault near Fremont Pines Lane to Town Hall, with crossings at Manuella Road, La Paloma Road, Concepcion Road, and Town Hall, as shown in Alignment Map A. Draft permit drawings, pay permit fees, obtain permit approval, and close permit Upon completion,
A2. Install 2,650 feet of 8 -way hybrid Dura -Line FuturePath (7 14/ 10 microducts, one 18114 microduct, one # 20 tracer wire) by Horizontal Directional Drilling, within the Fremont Road ROW.

A1 Install 16 Hubbell PenCell HDPE underground vaults, Tier 22 rated, 17"40"x24"D with concrete covers accessible at the surface. Rodent protection to be installed with base rock and gopher wire per NLI standards, All efforts will be made to avoid installing vaults in designated Pathways,
A4. Potholing to be performed in accordance with industry standards to avoid utility conflicts. All potholes to be backfilled to Town of Los Altos Hills standards, A5. Blow 3, 100 feet of 288 -fiber ribbonized G. 652,D fiber optic cable through the length of the 18/ 14, microduct, leaving no less than 20 feet of slack in each Vault passed, A6Splice the newly blown cable to existing LAHCF fiber .and install onespliceclosure, to protect the splices.

A7. Install existing LAHCF head -end cabinet within Fremont Road ROW adjacent to and north of Town Hall near location shown. Exact location to be approved by the Town during the permit process. Install, bollards to protect the cabinet from vehicular impact.

A8., Install estimated 140 feet of 14/ 10 HOPE microduct to the Purissima Hills Water District offices adjacent to Town Hall. Push or blow 6 -fiber G, 652. D cable from the head end to a new demarcation point in the public, right of way. Splice. -6 fibers.

A9. Traffic control and notifications to the Town and the public to be provided per Town of Los Altos Hills standards during any obstructions to the Traveled Way.

A10. [ Not NU SOW, but included as an allowance in the Cost Table] Submit an application to PG& E for new electrical service at the Town Hall cabinet. Pay for design and installation at PG& E standard telecom rates.

Page 443 of 1234 ends

Alignment Map A — Town Hall SOW
t
3 Parking
4V ,.
4 Wr ® R"
N
c. New vault New cabinet
New underground
construction
TASK B. Stonebrook / Prospect / La Loma SOW
krs : ill
B1. Design and engineer a network extension from the existing Los Altos Hills Community Fiber vault on La Loma Drive, via La Loma Drive ROW, thence via Prospect Avenue ROW, thence via Stonebrook Drive ROW to a new vault at the intersection of Stonebrook Drive and EI Monte Road, as shown in Alignment Map B. Draft permit drawings, pay permit fees, obtain permit approval, and close permit upon completion.

B2. Install 5,050 feet of 7 -way 18/ 14 Dura -Line FuturePath with tracer wire by Horizontal Directional Drilling.

B3. Install 21 Hubbell PenCell HDPE underground vaults, Tier 22 rated, 17" 00"x24" D with concrete covers. Rodent protection to be installed with base rock and gopher wire per NLI standards. All efforts will be made to avoid installing vaults in designated Pathways.

B4. Potholing to be performed in accordance with industry standards to avoid utility conflicts. All potholes to be backfilled to Town of Los Altos Hills standards.

B5. Blow 5, 600 feet of 288 -fiber ribbonized G. 652. D fiber optic cable through the length of the coupled microduct, leaving no less than 20 feet of slack in each vault passed.

B6. Splice the newly blown cable to existing LAHCF fiber at the intersection of La Loma Court and La Loma Drive and install one splice closure to protect the splices.

B7. Traffic control and notifications to the Town and the public to be provided per Town of Los Altos Hills standards during any obstructions to the Traveled Way.

Page 444 of 1234 ends

Alignment Map B — Stonebrook / Prospect / La Loma SOW
7200__
o
E tJMont:: Rd EI Mov)" [ 4
Bob U
7300 .

Fire S
V
Peektq Yow
New vault
New underground
construction
wit

Page 445 of 1234 ends

TASK C. Stonebrook to ARK,via,T-oot'hill College SOW
C1. Design and engineer a network lextension from the Los Altos Hills Community Fiber vault at the intersection of Stonebrook Drive and El Monte Road, as described in 131 above, to the CERT' Foothill ARK as shown in Alignment Map C, Draft permit drawings, pay permit fees, obtain permit approval, and close permit upon completion, C2. Install 450 -feet, of 7 -way armored 1864 Dura -Line FuturePath by Horizontal Directional Drilling.

C3. Install 2 Hubbell PenCell HDPE underground vaults, Tier 22 rated, 17" x30" x24" D with concrete covers, Rodent protection to be installed with base rock and gopher wire per NLI standards. All efforts will be made to avoid installing vaults in designated - Pathways.

C4, Potholing to be performed in accordance with industry standards to avoid utility conflicts. All potholes to be backfilled to Town of Los Altos Hills Standards.

C5. Install up to 600 feet of 6 -fiber 0.652. 10 fiber optic cable to connect CERT Foothill ARK to upstream fiber provided by Foothill De Anza Community College District. Splice 6 fibers and protect splices with a splice case.

C6, Splice the newly blown cable to existing LAHCF fiber at the intersection of Stonebrook Drive and El Monte Road if needed and install one splice closure to protect the splices.

C7. Traffic control and notifications to the Town and the public. to be provided per Town of Los Altos Hills standards during any obstructions to the Traveled Way.

Page 446 of 1234 ends

Alignment Map C — Storrebrook to ARK via Foothill College SOW New vault
New underground
construction
New cable pulled
in existing duct

Page 447 of 1234 ends

Cost Table A — Town Hall § OW
Underground
Construction $ 196, 1
Traffic Control incl,
Other
Professional
Services $ 27, 331.

Engineering
and Design $ 7, 706
Permitting
PG& E Power
10 9. 13% Sales
Tax on
Material
Total 1 $ 250, 431
Underground
Construction 367, 492
Traffic Control Incl.

Other
Professional
Services 56, 676
Engineering
and Design 14, 661
Permitting 11, 025

9. 13% Sales
Tax on
Material 5, 328
Total 4541082
14

Page 448 of 1234 ends

Cost Table C - Stonebrook to ARK via Foothill College SOW Underground
Construcl. !t on $ 42, 054
Traffic Control incl.

Other
Professional
Services $ 11, 617
Engineering
and Design $ 1, 363
Permitting $ 1, 262

9. 13% Sales
Tax on
Material $ 1, 408
otal 1 $ 67,704
15

Page 449 of 1234 ends

EXHIBIT C

MASTER ACCESS AGREEMENT
16,

Page 450 of 1234 ends

1_Y.A. t'?.S1:.AmdR . l'7s n. A. 1L%%rrl ; ., RE -:I, 4Y;A„ A;;a.NT M W.4:' lEN TJ4-]4E TOWN OF LOS AND LOS, ALTOS IJIL .S COMMUNITY FIB 1t FCDA Tliti IN'9TA VIBE O TIC N " MOA P4MITIE i Z' ' iC 1di iCAMILII RT( -,Tc 1"l s i1 st z 1 r s 1 aaczxt 4 r r zzaGia '.>} 3 cla e rl this 2,.O dla r i srf t za- 46r 2Q" (« k# t tiv tc"} l yr and lat secx tkzn' C) F i„,CS Ai,'l CiTa, tiaaaicilal c.° r ratir3ri filarycir' tea 0aaerl " Ta vza" atacl LOS ALTOS .HITT!" S' Ct7MmU.Nl'rY r- R, a 501 is a - sse ra : talar i ; cnlar rntio ( lata Gi za.: tr gzpe
a ,: i 1 iC' is i aat i ry-.la ts i tz pit arazaka cat trat N, rt sig s `tra a stz act install ztarl 111flulMma cea aaix tlatcTetral S t; ltics rled lr;.lo} vitllxa theialalic i
t1s it s taot; t public- titility ot it scz.irkds jA;0vId& Ola aa -6 L arl Galifrainza. rat fd-481l 'finv" afei l6es no PPS VK Q az°a3x VQiC. ecaza baa zzaz z rxz la arts ts,. i 1ClA t eitilale 4aIat,laa n : zxxlt tzc rac<al{; k azi CF t CaTG'} o cstle lacM surra faaro idei bt carne "lic-caasle ar, cr~da£zeate ffilar CalliraMI lsza ile i ttlara s aza aaaas9190 ( CI U}, rzt0 s It 4 ible tri alalalSr fcar a rcc v t stag virlea' fxaaacl sr ,tizla fixe Cyl' 1C xt r .rla Czalnkt'tst. L Gzr anildr Cr ritzttca Ac't of 20. 0"6 ( L iNG7 );-,am
C< 1110 TO" . t zaa 08 0" 16 publIa s"tree s, t arts qui . zhkt:: of vay wttk, i T ns .tl ltr s Mails ala l; la;a tl e ziattlaeatzty t t' lactaxzr rzcce,_' ta an i: r; a late tla;e 4a alas :aaarl cc0 s l0 i zas ;`i; zr tl rase ° zza li i 11t ' t yr rlef r ri bcln } z , rt lutlita t .0. 1# 0ip.rawd . Wiswat xr ( 4,114tirfr faa ndt
c aaaznianity ta t;ra i, zraz ara0 tlae, t tza t cza.tcnt r i~`tlae l?allzc ltl t e f` r aa., tl.e a nt a. est rr` la aiilac; laealth . s azacl rclfa> , lz " x' vaa ric6= 4 t0 perzaawat to:.-, 'a trtact Fab a. tic Net\ vo& Facalztie zn acctaa~ciancC witlr f4&fexta s, tariiticns, ;, atarl cxeixnaats; Cozata1lzerl iza; il s aerarae0a't:

AGREEMENT
Now " '11,., 1a-` 0:1.` ": z' 0r, tz 4ritt csii of the to als a:nd fba z ritual rr zaaiw: s coatatz cth, , Town and LAHCF a lice as k allaws
l,l, "t aiclar} lzeca Raures" sla p znraza cl laz b
i
Eti ht a rt itlx to tiac' ' i vn: as , set i _rtla raa
thezaaap5 -, AU46 decd as Exhibit , as srtoaates may lie 17a0elifk : frcanl. ozaae tca tinar ::riz in the terz4 of dais AgretNimnt upon 7, TICM, a: erlatcst az l with tlao vr xtr n a larOval rad tea C ityr Ezainecc
LZ " Tow V : Meaz7s,, tliv, I -' ow, , u of Las Mtos J=Tills, a aaawalciljal c atlaaraticaaa of ale State of 1

Page 451 of 1234 ends

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NVAq "ticAPOV11
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Page 454 of 1234 ends

by Tomraat' its sole dlere tion '' VIS'
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3. 12., Vb'r:,tiIfWj 1109. Oct, br'rctugal by LAI OMP h

11.1 of the colididow, of dais Agreemeat, t.) fhl iqr,q q-) atttl Afly its a On,5 fidtalild-dr of wbkh :fhe. T6WA il. as ii&! Icd LAHCF, in WrI61% or f'of hiam
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sa-VICO'( as aucvt 11 1 4014C.. d
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1 ft 47 TJ,,$: Ok ' 0 Opea video s te Kos ICII, s& i.q.( m4l U18 C , 71,§

8. 3. Wwa niay,tdrii-iinaw this Agrebt-fiehUat M drile — U oil t ety (90) 4)r prip w to T(,)Nvtl! -
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14. Upon, terfitinatioa, LAFI.QF shall gbkinaon or reqloyp th_e aaciiitics, n, ato a" of, this Agree mal t, A4 ottibuilt, f boadot seaulty re,quired. by, tI, hq Ag;tedrAcrifthAt. hm down Oydre-niain Ot-f. ' V 11., the, , 3, c t qp 5

Page 455 of 1234 ends

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Page 459 of 1234 ends

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Page 464 of 1234 ends

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on the date and year first written herein.

LOS ALTOS HILLS COMMUNITY TOWN OF LOS ALTOS HILLS
FIBER
Los Altos HillsGo Hunt Fiber City 11' Ianagtr
Board member
2- c ` Date.

Date
Approved as to Form:
4 ---__-
City Attorney
Attest;
rnio." goM r
15

Page 465 of 1234 ends

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Page 496 of 1234 ends

LAHCF FIBER PROJECT STATUS
As of 6/10/2026
Current Delays:
● Task C is delayed while we await the approval of the pad for the Foothill cabinet. Initial permit approval occurred on June 4th. On June 9th, construction began, and the team quickly found an unmarked AT&T conduit beneath the approved pad location. On June 10th, NLC updated the drawings and resubmitted them to the town for approval. Assuming approval of the updated location is granted quickly, pad construction will resume on June 15th.

Recent Progress:
● Task A is complete, and the new cabinet is now the main cabinet for LAHCF operations. The permit for the cabinet on Esperanza (EP25-0072) was closed on 5/29/26. Although not part of this task, the cabinet was necessary to complete the slicing and put that section of fiber in operation. ● Task B is complete. Plans to connect residents are in progress. The permit associated with this project (EP25-0146) was closed on 5/21/26.
● Foothill De Anza Community College District confirmed 6/16 that all three of their subcontractors are engaged, and they expect all on-campus work to be completed by June 30th. This includes terminating fiber immediately adjacent to the ARK, and delivering the fiber circuit connecting the ARK to the FHDACCD vault near the El Monte and Stonebrook intersection. ● Meanwhile, our work to establish connectivity from the LAHCF vault at Stonebrook and El Monte to the FHDACCD vault is underway and we expect that work to complete by early next week (around June 24th).
● Thus we have every expectation that connectivity will be available to the ARK before the June 30th deadline.
● However, Statement of Work C requires us to close the permit in order to declare the project complete. Given the timeframe needed to schedule inspections, the project extension will be needed.
● The Foothill cabinet is not part of the Town Funding Agreement, but we currently plan for the pad to be poured, and the rehabilitated cabinet attached to the pad, by June 30th. Of all these dates, this is the one whose slippage is of least consequence so we will prioritize all the other dates over this one.

LAHCF Fiber Project Status — 2/10/2026 1

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Status Fremont Pines/Town Hall Area Stonebrook/Prospect Area Residents Along Route 30 40
Ready to Connect 4 6
Shown Significant Interest,
but not yet signed up
3** 8***
** In addition to residents along the immediate path, 5 additional residents nearby on Esperanza and Ascension are extremely interested. We are determining the cost of extending service to them. ••• In addition to residents along the immediate path, 5 additional residents on Oak Knoll Circle and Stonebrook Ct. are very interested. We are determining the cost of extending service to them.

LAHCF Fiber Project Status — 2/10/2026 2

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Task A. Town Hall SOW
Status Task as stated in Exhibit A — Scope of Work
Complete A1. Design and engineer a network extension … from Fremont Pines to the Town Hall area
Complete A2. Install 2,650 feet of 8-way hybrid Dura-Line FuturePath … Complete A3. Install 16 vaults with rodent protection … Complete A4. Potholding to be performed in accordance with industry standards. All potholes filled in…
Complete A5. Blow 3,100 feet of 288-fiber …
Complete A6. Splice the newly blown cable to the existing LAHCF fiber … Cannot be completed until A10 is completed.

Complete A7. Install existing LAHCF head-end cabinet …
Complete A8. Install an estimated 1450 feet of 13/10 HDPE microduct to Purissima Hills Water District …
Complete A9. Traffic control and notification to the Town and the public.

Complete A10. Submit application to PG&E for new electrical service (not part of the NLI SOW). Pay for the design and installation of power.

LAHCF Fiber Project Status — 2/10/2026 3

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Task B. Stonebrook/Prospect/La Loma SOW
Status Task as stated in Exhibit A — Scope of Work
Complete B1. Design and engineer a network extension … from the existing LAHCF LAHCF Fiber Project Status — 2/10/2026 4

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fiber vault on La Loma Drive to Prospect to Stonebrook to El Monte.

Complete B2. Install 5,050 feet of 7-way hybrid Dura-Line FuturePath … Complete B3. Install 21 vaults with rodent protection … Complete B4. Potholing to be performed in accordance with industry standards. All potholes filled in…
Complete B5. Blow 5,600 feet of 288-fiber …
Complete B6. Splice the newly blown cable to the existing LAHCF fiber … This item is now unblocked because of the recent completion of task B5.

Complete B7. Traffic control and notification to the Town and the public.

LAHCF Fiber Project Status — 2/10/2026 5

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Task C. Stonebrook to ARK via Foothill College SOW
This project is on hold until the FHDA Trustees sign off on the design. The vote is expected early in March.

LAHCF Fiber Project Status — 2/10/2026 6

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Status Task as stated in Exhibit A — Scope of Work
Complete C1. Design and engineer a network extension … from the vault at Stonebrook Drive and El Monte Road to the CERT Foothill ARK… In Progress C2. Install 450 feet of 7-way hybrid Dura-Line FuturePath … All but 20 feet has been completed.

Waiting for the cabinet near Foothill’s maintenance area to be installed to complete the splicing.

In Progress C3. Install 2 Hubbell PenCell HDPE vaults with rodent protection … 1 of the 2 has been installed.

Complete C4. Potholding to be performed in accordance with industry standards. All potholes filled in.

In Progress C5. Blow up to 600 feet of 6-fiber to connect ARK… About 300 feet of fiber needs to be blown.

In Progress C6. Splice the newly blown cable to the existing LAHCF fiber … Waiting for cabinet near Foothill’s maintenance area to be installed to complete the splicing.

N/A C7. Traffic control and notification to the Town and the public. Given the design agreed with Foothill, this task is not needed.

LAHCF Fiber Project Status — 2/10/2026 7

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ITEM 6B
TOWN OF LOS ALTOS HILLS June 18, 2026
Staff Report to the City Council
SUBJECT: CONSIDERATION OF THE PROPOSED JUAN BAUTISTA DE ANZA

TRAIL ALIGNMENTS AND PROVIDE STAFF DIRECTIONS ON THE

FORMAL DESIGNATION OF THE ROUTE
FROM: WooJae Kim, Public Works Director
APPROVED: Cody Einfalt, City Manager
RECOMMENDATION:

Staff recommend that the City Council consider the proposed Juan Bautista De Anza Trail alignments from the Pathways Committee and provide staff directions on the formal designation of the route.

BACKGROUND
On February 27, 2023, the Santa Clara County Parks Department (County Parks) presented on the Countywide Trails Master Plan Map Update to the Pathways Committee. The initial Countywide Trails Map update included Stevens Creek-Arastradero Trail (C40) connecting Rancho San Antonio and Arastradero Park, which followed the general route of the Juan Bautista de Anza National Historic Trail (R1) through the Town per Figure.

Figure 1. Initial Countywide Map Update

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Staff Report to City Council Page 2
Juan Bautista de Anza Trail - Designation
June 18, 2026
The Pathways Committee seized this opportunity to define the alignment of the Juan Bautista de Anza Trail through the Town. At the May 17, 2023 Council Meeting, the City Council approved the Pathways Committee’s recommendation to identify a path alignment for the regional trail through Los Altos Hills and bring back a proposed alignment to City Council for approval.

At the November 13, 2023 Council Meeting, the Pathways Committee proposed a route for the Juan Bautista de Anza Trail through the Town per Figure 2.

Figure 2. Proposed Alignment for Countywide Trail
The proposed route would be through either existing trails or easements already in place.

The City Council unanimously approved the Pathways Committee’s request to approve the designation of the Juan Bautista de Anza County Trail through the Town and directed Staff to notice the properties surrounding the trail area, then bring back the item to City Council to allow public comments and to approve an official Town resolution.

After the City Council meeting, staff received few comments regarding the Figure 2 alignment, and staff made minor revisions to the alignment per Figure 3.

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Staff Report to City Council Page 3
Juan Bautista de Anza Trail - Designation
June 18, 2026
Figure 3. Juan Bautista de Anza Trail alignment – July 2024 On June 28, 2024, staff mailed out notifications to properties within 500’ of the proposed trail alignment regarding the designation of the countywide regional trail through the Town. The notifications also informed the residents/property owners regarding the County taking public input on the Countywide Trails Master Plan Map Update, and regarding the upcoming Pathways Committee Meeting on July 22, 2024, to further discuss the item.

There are no meeting minutes posted; however, Staff viewed the video recording of the meeting on the Town’s website to confirm.

At the Pathways Committee meeting on July 22, 2024, residents participated to raise concerns regarding the proposed the Juan Bautista de Anza County Trail designation. After hearing the public’s concerns, the Pathways Committee voted to advise the County to keep the dotted indication of the route on the County map update while the Pathways Committee further investigates the appropriate route.

On December 2, 2024, the Pathways Committee established an ad hoc subcommittee to research and evaluate the history of the Juan Bautista de Anza Trail and to develop potential alignment options for City Council consideration and approval. There are no meeting

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Staff Report to City Council Page 4
Juan Bautista de Anza Trail - Designation
June 18, 2026
minutes posted; however, Staff viewed the video recording of the meeting on the Town’s website to confirm.

During 2024 and 2025, the Pathway Committee experienced several member vacancies.

On May 14, 2026, the Pathways Committee presented two Juan Bautista de Anza Trail alignment options for City Council consideration. There are no meeting minutes posted; however, Staff reviewed the meeting recap draft minutes for this City Council meeting which has not yet been posted on the Town’s website. The Town received a few public comments regarding the proposed trail designation, including comments expressing opposition to the designation (Attachment 1).

Following discussion, Council members generally indicated a preference for an alignment that follows major roadways within the Town and utilizes existing roadside pathways, as well as planned pathway segments along the Town's southwestern boundary. Because the item was agendized only as a presentation, no formal action was taken. The City Council subsequently directed staff to return with a future agenda item for consideration and selection of a preferred trail alignment.

DISCUSSION:

The Juan Bautista de Anza National Historic Trail commemorates the route of the 1775– 1776 expedition led by Spanish explorer and military officer Juan Bautista de Anza. The expedition traveled from present-day Mexico to the San Francisco Bay Area, resulting in the establishment of Spanish settlements and providing a significant overland connection that contributed to the colonization and development of Alta California. The expedition ultimately led to the founding of San Francisco and played an important role in the early history of California.

Recognizing the historical significance of the expedition and its route, Congress designated the Juan Bautista de Anza Trail as a National Historic Trail in 1990. The trail extends approximately 1,200 miles across Arizona and California and is one of the few National Historic Trails designated by Congress. The trail is administered by the National Park Service in partnership with state agencies, local governments, nonprofit organizations, and community groups.

Trail Alignment Options
Attachments 2 and 3 illustrate the two Juan Bautista de Anza Trail alignment options presented by the Pathways Committee on May 14.

Option 1 follows a route primarily along major arterial and collector roadways within the Town. The alignment begins in the southwestern portion of Town near Rhus Ridge Drive, continues along Elena Road and Page Mill Road, and terminates at Arastradero Road near the Town's northwestern boundary (Attachment 2).

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Staff Report to City Council Page 5
Juan Bautista de Anza Trail - Designation
June 18, 2026
Option 2 begins at the Rhus Ridge Trail and extends through the Pearson-Arastradero Preserve. This alignment emphasizes regional connectivity by linking to existing trail networks and open space preserves in neighboring jurisdictions, including the Monte Bello Open Space Preserve and Los Trancos Open Space Preserve. The majority of this alignment is located outside the Town's boundaries (Attachment 3).

At this time, staff recommend pursuing a local designation of the Juan Bautista de Anza Trail route within the Town. Should the City Council wish to pursue inclusion of the Town's trail segment in the National Historic Trail system, staff would need to further evaluate the applicable requirements, eligibility criteria, and approval process associated with obtaining formal designation through the National Park Service. Formal designation as part of the Juan Bautista de Anza National Historic Trail may provide opportunities for trail signage, interpretive and educational features, and inclusion in regional and national trail mapping and outreach materials.

Designation would support the preservation and interpretation of the route's historical significance while providing opportunities for public education, heritage tourism, and regional trail connectivity.

Direction to Staff on the Trail Designation
Staff request that the City Council select a preferred alignment for the Juan Bautista de Anza Trail and provide direction regarding the next steps for formal designation.

If the City Council selects an alignment that is located entirely within Town limits (Option 1), staff would return in August 2026 with a public hearing item to consider formal designation of the Juan Bautista de Anza Trail within the Town. Prior to the public hearing, staff would work with the Pathways Committee to incorporate any minor modifications that may be required and prepare the necessary materials for Council consideration.

Consistent with the Town's current practices for public hearings, staff would provide mailed notice to property owners and residents within 500 feet of the proposed trail alignment and publicize the hearing through the Town's social media accounts and the City Manager Weekly Reports to encourage community awareness and participation.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in Section 15378(b) of the California Environmental Quality Act Guidelines.
2026-27 CITY COUNCIL WORK PLAN:

This program is not specifically identified on the 2026-27 City Council Work Plan.

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Staff Report to City Council Page 6
Juan Bautista de Anza Trail - Designation
June 18, 2026
FISCAL IMPACT:

Other than the cost of providing public hearing notifications, implementation of the proposed trail designation is anticipated to have minimal fiscal impact. Additional nominal costs and staff resources may be required for the design, fabrication, and installation of trail signage, subject to the direction provided by the City Council.

ATTACHMENTS:

1. May 18, 2026 Public Comments

2. Proposed alignment – Option #1

3. Proposed alignment – Option #2

4. Meeting Minutes – February 27, 2023 Pathways Committee Meeting

5. Meeting Minutes – May 17, 2023 City Council Meeting

6. Meeting Minutes – November 13, 2023 City Council Meeting

7. Meeting Minutes – May 14, 2026 City Council Meeting

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TO: LAH City Council
SUBJECT: FOR PUBLIC COMMENT: Council Meeting May 14, 2026 Item 2E: Presentation from Pathways Committee on the 2 Options for the Anza Trail
FROM: Sue Welch
DATE: May 14, 2026
____________________________________________________________________________________ I respectfully request that Council reject any proposed route for the National Park Service "Anza Historic Trail" that would run on pathway easements located on private properties. A route over private properties is already posted on the map on National Park Service Anza Trail website for Santa Clara County (https://anzahistorictrail.org/county/santa-clara-ca/). No routes should have been posted on the NPS web site until approved by Council.

I assume the two route options that the Pathway Committee is considering are those posted on the NPS SCC web site. (See attached maps.) The proposed route from Moody Road though Byrne Preserve, along Black Mtn Rd and down Edgerton Rd and the Stegner Path includes pathway easements on private properties.
— Have the owners of these properties been informed of the plan to run a well-publicized National Park Service trail through their backyards?
— Have they been involved in planning the route?
— Are they aware that the Anza Trail route on their properties is already posted on the National Park Service/County Anza Trail web site?
— When NPS approached LAH about the trail in 2010, they informed us they plan to "publicize the route using a trail-long promotional and marketing strategy". No Anza Trail route was established through LAH.

Also, the PWC proposed route down the Stegner path assumes users will ignore the 3-ft high sign pointing them to the upper end of the Stegner Path and instead walk down to the end of Edgerton Road. Unlikely.
(My family lives on Edgerton Rd on the opposite side of Matadero Creek from the Stegner Path where the Anza Trail is proposed. We have no pathway easements and the house is >200 ft up a steep, heavily wooded slope from the creek, so we would not be directly affected.) LAH has many alternative routes that utilize attractive, well-maintained roadside paths. The NPS SCC web site map shows a roadside route (their map incorrectly shows the route running along I280 instead of along Purissima Rd). This route runs on roadside paths from El Monte, around Foothill College to Elena, along the Elena roadside to Robleda and from there north on Purissima, Arastradero Road, Page Mill, and on to Arastradero Preserve.

An alternative (if acceptable to Foothill College) could follow the existing paths through Foothill College, connect with Josepha behind the college and from there to the roadside paths along Elena, Robleda, Purissima, Arastradero, and Page Mill.

ITEM 2E, Supplement 1
ITEM 6B Attachment 1

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Any roadside route would provide a significant addition to the recreational resources in the community—without imposing on private landowners.

Portola Valley and Woodside routed the Anza Trail along roadside paths.

LAH should do the same.

Thank you for your consideration,
Sue Welch
LAH resident

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1 Arika Miller
From: Carrie Shaked
Sent: Wednesday, May 13, 2026 11:07 AM
To: City Council
Subject: Protect our pathways
To whom it may concern,
Please vote to protect our pathways. I frequently use the pathways to run for exercise and walk my children to school. These pathways are the lifeblood of our beautiful town.

They not only provide valuable habitat for local wildlife but also keep our community safer by providing alternative paths for pedestrians and wildlife to travel without interfering with traffic. Please don't let big developers tear down our town's vital and unique pathway network.

Sincerely,
Carrie Shaked
ITEM 2E, Supplement 2

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Juan Bautista De Anza Trail Designation
This map is based on GIS Information and reflects the most current information at the time of this printing. The map is intended for reference purposes only and the 32,000 Town and its staff is not responsible for errors. Lynx GIS Services 5,333.3
1: NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 2,666.67 Feet 0 5,333.3
Alignment Option #1
ALIGNMENT OPTION #1

RHUS RIDGE

TRAILHEAD

ARASTRADERO

PRESERVE

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Juan Bautista De Anza Trail Designation
Alignment Option #2

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1 LAH PATHWAYS COMMITTEE
Minutes
Regular Meeting
February 27, 2023, 2023 at 6:30pm

TELECONFERENCE SPECIAL NOTICE
Pursuant to Government Code Section 54953(e):

NOTICE OF TELECONFERENCED MEETING
On September 16, 2021, Governor Newsom signed Assembly Bill 361 (2021), which amended Section 54593 of the Government Code to allow local legislative bodies to continue to conduct meetings by teleconference under specified conditions and pursuant to special rules on notice, attendance, and other matters. As the City Council for the Town of Los Altos Hills has made the findings required by Government Code Section 54953, the Council, the Planning Commission and Committees will continue to conduct meetings by teleconference and the Council Chambers will not be open to the public for this City Council meeting. Pursuant to the requirements of Government Code Section 54953(e), members of the public will be provided with notice of how they may access the meeting and offer public comment. Members of the Public may participate and provide public comments to teleconference meetings as follows below:

Topic: LAH Pathway Committee
Time: January 23, 2023 at 6:30 PM Pacific Time (US and Canada) Join Zoom Meeting
https://us02web.zoom.us/j/81488375996?pwd=MmJWR3NHZTB3SDBTbjlxRThPUjN4QT09 Meeting ID: 814 8837 5996
Passcode: 719833
Dial by your location +1 669 444 9171 US ; +1 669 900 6833 US (San Jose)

1. Call to Order (roll call)
a. Members
i. Laura Bailey (LB) - here
ii. Melissa Dyrdahl (MD) - here
iii. Bob Elson (BE) - here
iv. Judy Nagy (JN) - absent
v. Richard Partridge (RP) - here
vi. Sonja Wilkerson (SW) - absent
vii. Joe Mitchell (JM) - absent
viii. Rajesh Shakkarwar (RS) - here
b. Associate Members
i. Val Metcalfe - here
c. Staff
i. WooJae Kim (WK)
ii. Ashta Khanal
d. Town Council
i. Linda Swan
e. Public
i. Carol Gottleib
ITEM 6B Attachment 4

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2 ii. Kit Gordon

2. Agenda Review - BE asked to move item 9B to 7

3. Review & Approval of Minutes for: Jan 23, 2023 - BE moved to approve the January minutes with addition that the word “Minutes” be included in the title. LB seconded. LB, BE, RP approved (MD, RS abstained.)

4. Ex Parte Communications - BE spoke to Ashta and WooJae about 2023 Pathways prioritization.

5. Presentation by Rebecca Coates Maldoon from Santa Clara County Parks on the Countywide Master Plan Map Update Project. BE suggested that the County work directly with the Town to achieve shared goals. Presentation here:
https://www.losaltoshills.ca.gov/DocumentCenter/View/5986/CWTMPMapUpdate_CityPresentation_Lo sAltosHills20230227

6. Project Status — No Action to be taken, only a status report (WK, BE) CIP Projects approved by City Council
i. Redwood Grove – Still working. There may be a Town of LAH right-of-way we can access.
ii. 27447 Edgerton Rd - Staff has contacted property owner about obtaining an easement.
iii. Page Mill, Lupine to Via Feliz – Staff attempting to contact property owner this week. iv. Summerhill Rd – Estimates obtained, but very high (over $800K) so more review will be done.
v. Saddle Court – Staking has been done. Staff to schedule for construction this year. vi. Investigating which segments should be done in-house vs contractor a. Briones
b. La Paloma
c. Concepcion

7. On-Road Pathways Subcommittee – Recommendations total approx. 6.5-7 miles of path.

BE moved and MD seconded that PWC accept Subcommitee’s recommendations for on-road pathways and forward to Council. Approved unanimously.

8. Development of 2023 Work Plan for Pathway Projects (WK, AK) – Council had directed staff to complete 3.6 miles of both on-road and off-road this year. Staff will be staking ~5 miles to understand feasibility, obstacles, etc. to determine final 3.6 miles to be installed. This will be presented to council on Mar 16. Targeted completion for new pathways is Oct. 2023 at a cost of between $2.6M and $7.3M.

9. Property Review – None.

10. Old Business
a. Naming pathway after Art Lachenbruch - Kit Gordon presented a proposal for naming a pathway after Art Lachenburch on the section of Central Ave that becomes dirt inside the Byrne Preserve. MD moved to accept the proposal. LB seconded. Approved unanimously.

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3 b. Parking on Pathways – RP reported that the Compliance Officer works two days a week. BE attended a Coffee with the Sheriff meeting to discuss the parking offenders. Sheriff said they will “try” to cite vehicles when they see offenses but residents should also call 408-299-2311 and complain.

11. New Business
a. New Pathway Committee Member: Laure Tuchscherer
b. Pathway cleanup/maintenance – RP is interested in starting a conversation on this topic to try to engage volunteers in proactive problem solving.
c. RP reported that all meetings beginning in Mar 2023 must be held in person. Plan is to meet in person in the back of the Town Hall as PWC did prior to pandemic restrictions. d. MD to provide feedback to staff regarding new Committee pages on Town website.

12. Presentations from the Floor
a. Carol Gottlieb will report to the Town on a few paths that have been damaged or washed out.

13. Reports from Other Meetings – None.

14. Pathway Promotion & Communications
a. Newcomers Welcome Reception (3/5). RP to attend.
b. Earth Day – unclear if there will be any activities.

15. Agenda Topics for Next PWC Meeting
a. LB suggested a discussion on locating metal trash cans along certain pathways for dog poop bags.

16. Adjournment – The meeting was adjourned at 8:40 pm.

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1 City Council Special Meeting Minutes
May 17, 2023
Town of Los Altos Hills
City Council Special Meeting Minutes
Wednesday, May 17, 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: None
Staff: City Manager Peter Pirnejad, Assistant City Attorney Lindsay D’Andrea, Administrative Services Director Sarina Revillar, Public Works Director/City Engineer WooJae Kim, Interim Assistant to the City Manager Cody Einfalt, Community Services Manager Sarah Robustelli, Project Manager Steve Padovan, Senior Planner Elaine Ling, Associate Planner Jeremy Loh, City Clerk Deborah Padovan
CALL TO ORDER (6:00 P.M.)
A. Roll Call
B. Pledge of Allegiance
Mayor Swan called the meeting to order at 6:03 pm

1. AGENDA REVIEW
There were no changes to the agenda.

2. PRESENTATIONS AND APPOINTMENTS
A. Appointment to the Los Altos Hills Technology Committee City Clerk Padovan presented the application of John Swan.

John Swan expressed an interest in serving on the Technology Committee.

MOTION MADE AND SECONDED: Councilmember Tankha moved to appoint John Swan to the Technology Committee for a four-year term. The motion was seconded by Vice Mayor Mok.

MOTION PASSED 4-0-1:

AYES: Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: Swan
ITEM 6B Attachment 5

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2 City Council Special Meeting Minutes
May 17, 2023
RECUSE: None
ABSENT: None
B. Appointment to the Los Altos Hills Finance and Investment Committee City Clerk Padovan presented the application of Michelle Raffin.

Michelle Raffin introduced herself to the City Council.

MOTION MADE AND SECONDED: Councilmember Schmidt moved to appoint Michelle Raffin to the Los Altos Hills Finance and Investment Committee for a fouryear term. 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
C. Appointment to the Los Altos Hills Environmental Initiatives Committee City Clerk Padovan presented the applications of Johann George and Jim Scheinman.

Jim Scheinman introduced himself to the Council and expressed his interest in serving on the committee.

MOTION MADE AND SECONDED: Councilmember Tankha moved to appoint Jim Scheinman to the Los Altos Hills Environmental Initiatives Committee. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
D. Appointment to the Los Altos Hills Open Space Committee City Clerk Padovan presented the application of Paul Marcos.

Paul Marcos introduced himself and expressed an interest in serving on the committee.

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3 City Council Special Meeting Minutes
May 17, 2023
MOTION MADE AND SECONDED: Councilmember Schmidt moved to appoint Paul Marcos to the Los Altos Hills Open Space Committee. 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
E. Presentation on Proposed Magical Bridge Playground at Foothill College Project - This item was not considered and will be scheduled for the June City Council meeting.

3. PRESENTATIONS FROM THE FLOOR

There were no presentations from the floor.

4. CONSENT CALENDAR

Mayor Swan pulled Items 4.D, 4.E, and 4.J for discussion. Item 4.H had already been removed from the agenda.

MOTION MADE AND SECONDED: Vice Mayor Mok moved to approve the Consent Calendar with the exception of Items 4.D, 4.E, 4.J, and 4.H. 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
A. Approval of Regular City Council Meeting Minutes – April 20, 2023

B. Review of Disbursements: April 1-30, 2023 $1,525,347.17

C. Approval of Treasurer’s Report for the Month Ended April 30, 2023 (Staff: S.

Revillar)

D. Resolution 52-23 Approving the Plans and Specifications for the City Council Chambers Audio Video Project, and authorize staff to advertise the project for bids (Staff: D. Padovan)

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May 17, 2023
Mayor Swan pulled the item.

City Clerk Padovan noted that this item is to provide for legal notice only.

City Manager Pirnejad added that the bid packages would be taken to the Technology Committee to make sure that have an opportunity to review them and vet the top candidates.

Mayor Swan would like the Technology Committee to explore less expensive options.

City Clerk Padovan explained that the consultant was suggesting a completely parallel effort with the Technology Committee to review the RFP line by line and suggest cost savings possibilities.

City Manager Pirnejad clarified that with Council approval, work on the plans and specs would continue and the item would go out for bid. Meanwhile, work with the Technology Committee would also continue and it would come back to Council when the bids have come in and the Technology Committee had spent time reviewing them.

Councilmember Tyson noted that improvements to the audio-visual equipment in the chambers are clearly needed.

Public Comment
Allan Epstein, Los Altos Hills, requested that the way the request for proposals document is prepared, you get an itemized bid back - not a lump sum.

MOTION MADE AND SECONDED: Councilmember Tankha moved to direct staff to continue to work with the Technology Committee and prepare a document so that it can go out to bid, and to bring it back to Council. The motion was seconded by Vice Mayor Mok.

City Clerk Padovan pointed out that the item included a resolution allowing staff to go out to bid. She said she will ask the consultant to prepare an itemized price list form to be included in the RFP. The resolution gives approval to send out the request for proposals, once it is ready.

MOTION AND SECOND AMENDED: Councilmember Tankha amended her motion, moving to approve Resolution 52-23 Approving the Plans and Specifications for the City Council Chambers Audio Video Project and authorizing staff to advertise the project for bids. This is to be a parallel process to include the preparation of plans and specifications for the project while working with the Technology Committee to identify ways to save money and potentially modify the scope of work and to require the bid package to include an itemized price list. Vice Mayor Mok amended his second.

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May 17, 2023
MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
E. Resolution 53-23 Authorizing an Extension of the Professional Services Agreement with Alexander Atkins Design, Inc. for the Our Town Newsletter in an amount not to exceed $37,000 for a Six-Month Period ($25,000 for AAD and $12,000 for printing and mailing (Staff: D. Padovan)
Mayor Swan pulled the item for discussion. She would like the contract to specify $37,000 for a one-year term, perhaps reducing the number of issues, due to budget constraints.

Council discussion ensued.

MOTION MADE AND SECONDED: Councilmember Tyson moved to approve Resolution 53-23 Authorizing an Extension of the Professional Services Agreement with Alexander Atkins Design, Inc. for the Our Town Newsletter in an amount not to exceed $37,000 for a one-year Period ($25,000 for AAD and $12,000 for printing and mailing) and reducing the number of issues released annually from four to two. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 4-1:

AYES: Swan, Schmidt, Tankha, Tyson
NOES: Mok
ABSTAIN: None
RECUSE: None
ABSENT: None
F. Approval of Change in Regular Meeting Schedule for the Los Altos Hills Environmental Design and Protection Committee (Staff: D. Padovan)

G. Resolution 43-23 Directing that the Pride Flag be Raised for the Month of June 2023 (Staff: C. Einfalt)

H. Consideration of a Request for Amplified Sound at Purissima Park for use during a Birthday Party Field Rental (Staff: S. Robustelli) – This item was removed from the agenda and not considered.

I. Motion to Remove the Tabling Policy from the 2023 City Council Strategic Priorities (Staff: S. Robustelli)

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May 17, 2023
J. Award contract to Eaton and Associates for Information Technology Managed Services for a two-year Agreement not to exceed $243,168.00 (Staff: S. Revillar)

Mayor Swan pulled the item for discussion.

City Manager Pirnejad explained the process that was used when reviewing the proposals using a matrix. The town is required by law to award the contract to lowest responsive bidder. We had a long list of things we were looking for. Price is a big part of it, but it is not all of it. The top five most responsive bids were reviewed by the Technology Committee, and they concurred with our recommendation to select Eaton and Associates.

Council discussion ensued.

Public Comment
Bryan Swanson, SMSData Center, said he does not understand why the RFP is not going to the lowest bidder. He asked that the Council reevaluate the bids.

City Manager Pirnejad reiterated the process used for evaluating the bids.

MOTION MADE AND SECONDED: Mayor Swan moved that those wishing to provide public comment at tonight’s meeting be allowed three minutes each to do so.

The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
John Swan, Los Altos Hills, said the summary was reviewed, but the data was not correct. The Technology Committee’s recommendation should be invalidated because they didn’t have the right information.

Allan Epstein, Los Altos Hills, said it is a $40,000 difference and you need to take the time to see if they are qualified to do the job. He recommends going through the evaluation process again. Continue this item to the June meeting and all bidders be considered.

Rajiv Bhateja, Los Altos Hills, provided a quick summary of the bid evaluation.

Bryan Swanson, SMSData Center spoke again and explained their bid. He said they would save the town $43,000 per year and added that their customer service is available 24/7, unlike the smaller companies.

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May 17, 2023
Council continued the item to the June Regular Council Meeting and directed staff to ask the Technology Committee to reevaluate all the proposals submitted.

K. Receive Quarterly Investment Portfolio Report – Quarter Ending March 31, 2023 (Staff: S. Revillar)
L. Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs (Staff: S. Revillar) M. Resolution 44-23 Authorizing a Time Extension of an Approved Site Development Permit for a New Residence at 27388 Sherlock Court; Lands of Chung; File #EX23- 0001 & SD19-0003 (Staff: J. Loh)
N. Resolution 45-23 Accepting the Improvements to Concession Building at Purissima Park Project (Staff: D. Liang)
O. Resolution 46-23 Approving the Plans and Specifications for Storm Drain Improvements at Purissima Park, Story Hill Lane, and Oak Park Court; Authorizing Staff to Advertise the Project for Formal Bid; and Authorize the City Manager to Award a Construction Contract Not to Exceed $220,000 (Staff: D. Liang)

Public Comment
Allan Epstein, Los Altos Hills, spoke regarding storm drain improvements - he was concerned that we don’t have a complete list of everything considered. It would be prudent to look at the scope of the projects.

Public Works Director WooJae Kim responded that the storm drain improvement are being proposed for the next fiscal year. The work needs to start before the paving project and that is why this project is being moved forward.

P. Resolution 47-23 Approving the Fiscal Year 2023-24 Project List to be Funded by the State Senate Bill 1, the Road Repair and Accountability Act of 2017 (Staff: W.

Kim)
Q. Resolution 48-23 Approving the Sewer Construction and Dedication Agreement for the 13101 and 13057 La Cresta Drive Sanitary Sewer Main Extension Project and Repealing Council Resolution 04-23 (Staff: W. Kim)

R. Request to the Metropolitan Transportation Commission for the Allocation of Fiscal Year 2023-2024 Transportation Development Act Article 3 Pedestrian/Bicycle Funding of $45,136 for Summerhill Pathway Project (Staff: W. Kim) (Resolution 49- 23)

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May 17, 2023
S. Resolution 50-23 Authorizing Award of the Landscape Maintenance Services Agreement for Fiscal Years 2023-2025 to Bayscape Landscape Management Not to Exceed $220,000 (Staff: W. Kim)

T. Resolution 51-23 Approving Amendment No. 1 to the Agreement with Bear Electrical Solutions, Inc. for Traffic Signal Preventative Maintenance and Repair Services to Extend the Term One Additional Year (Staff W. Kim)

5. STAFF REPORTS

A. City Attorney
No report.

B. City Clerk
A. City Clerk Deborah Padovan complimented Mayor Swan on a great State of the Cities luncheon speech. She also noted that committees are having a quorum issue and asked that the ad hoc committee keep that in mind when updating the standing committee resolution.

C. Planning Director
No report.

D. Administrative Services Director
Administrative Services Director Sarina Revillar reported that next Thursday is the joint council/FIC budget meeting. The proposed budget will be sent out tomorrow.

E. Public Works Director
Public Works Director WooJae Kim reported that staff were recently informed by the County Housing & Community Development staff that the town was approved for $400,000 in Community Development Block Grant (CDBG) funds for the Heritage House Upgrade project. This is great news for the project and the town. However, the town would need to expedite the project since a requirement of the grant is to spend all funds by April 2024. Staff is planning to return to Council next month with a grant funding agreement for approval. He also announced that next week is the 2023 National Public Works Week with the theme of “Connecting the World Through Public Works.” Public works connect us all through infrastructure and service and enhance the quality of life for the communities.

F. City Manager

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May 17, 2023
City Manager Peter Pirnejad reported the following:
• The Town of Los Altos Hills received an Award of Excellence for the TEDxLosAltosHills event awarded by the California Parks and Recreation Society.
• This past weekend the town held its 21st Annual Pathways Run/Walk at Byrne Preserve. There were 500 registered runners, and our staff, sponsors, and volunteers made it look easy.
• All Los Altos Hills residents should have received an invite to the 24th Annual Town Picnic for Sunday, June 4th from 12:30-4:00 pm at Purissima Park.

• The end is in sight for the Battery Energy Storage System CIP with Syserco.

Electrical equipment will start to be moved to Town Hall this upcoming Monday. • The first draft of recommendations on the LAFCO County Wide Fire Service Review were discussed at a LAFCO meeting this past Monday (May 15th). • He also provided current information on residential burglaries. To view the PowerPoint document, click here.

Public Comment
Jim Waschura, Los Altos Hills, congratulated the Council for testing the extra police patrol. Would like to see side-by-side municipalities to see if our efforts in policing are being productive.

6. REPORTS FROM COUNCIL LIASIONS ON STANDING COMMITTEES, AD

HOC COMMITTEES, AND COUNCIL MEMBERS ON OUTSIDE AGENCIES

A. Report by the Undergrounding Subcommittee (Councilmember Tyson)

Councilmember Tyson reported there is no further update from PG&E on the undergrounding project. However, his goal is to get the CPUC (California Public Utilities Commission) to allow utilities like PG&E to raise up the priority of wildfiresensitive undergrounding projects higher than regular, urban ones.

B. Report from the Council Ad Hoc Committee Focusing on Broadband (Vice Mayor Mok and Councilmember Tankha)

Vice Mayor Mok said that the long-awaited feasibility study from Gov Tech has now been completed and it is online. As we move forward, this is not the end of the road yet. We still need to ask the Emergency Preparedness and Response Committee to review the report. In the future, he will be asking that a Broadband Advisory Board be formed as suggested by the Gov Tech report and will be appointing some residents

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May 17, 2023
with deep subject matter knowledge to be a part of the process. He also will be requesting to extend fiber to Town Hall and to the three properties that the town owns. They plan to have as many additional locations as feasible with respect to the emergency preparedness group. Additionally, perhaps offer a project with one of the vendors for wireless connectivity.

C. Report from the Council Ad Hoc Committee on Residential Burglaries (Councilmembers Tankha and Tyson)

Councilmember Tyson said the City Manager provided a report that was the material they discussed in their last ad hoc meeting. We need to focus on prevention rather than detection. He offered to host a neighborhood watch meeting in his neighborhood. He challenged the other councilmembers to do the same, as well as committee members.

D. Report from the City Council Ad Hoc Committee to Review the Changes to the Standing Committee Resolution (Councilmembers Schmidt and Tyson)

Councilmember Tyson said they have met with committee chairs and are preparing edits to the standing committee resolution. They should expect to see a modification in the near future. The process will be transparent, and they will run it through the committee chairs. Mayor Swan asked that the standing committee resolution be updated to say that individuals should attend one or two meetings before applying for a committee.

E. Status Reports from All Councilmembers on Committee Liaison Assignments and Outside Agencies Activities
Vice Mayor Mok reported that the Pathways Run was incredible with over 500 people running this year. He also reported on the activities of the Cities Association where they asked each member to come up with two laws that they would like to review. California passed 900 new laws last year. He requested that if anyone is aware of any upcoming laws that might impact us, please contact him directly.

Mayor Swan reported that the History Committee will be having a special meeting this Friday and they will be reviewing the proposed plans for the Heritage House remodel.

7. COUNCIL INITIATED

 City Council Ex Parte Contacts Policy Disclosure

A. Request to Place the Pathways Map Online for Public Use (Mayor Swan) Mayor Swan presented the item.

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May 17, 2023
Joe Mitchell, Pathways Committee, presented a request that the new pathways map be placed on the town website. The Pathways Committee voted unanimously to put the map online.

Council discussion ensued.

MOTION MADE AND SECONDED: Mayor Swan moved to direct staff to post current version of the Pathways Map online. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
B. Consideration of a Request by Santa Clara County to Include a Town Pathway on the County’s Map (Mayor Swan)

Mayor Swan presented the item.

Pathways Committee member Joe Mitchell provided a presentation.

Council discussion ensued.

Public Comment
Michelle Raffin, Los Altos Hills, asked about Pathways Committee meetings and whether or not she could attend.

Allan Epstein, Los Altos Hills, said that the traffic could be increased and parking on trails.

MOTION MADE AND SECONDED: Councilmember Tyson moved to direct staff to coordinate with Pathways Committee to identify a proposed path alignment for the regional trail and bring alignment back to City Council for approval. 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
C. Consideration to Direct Staff to Initiate a Pathway Impact Fee Study (Mayor Swan)

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Mayor Swan invited Pathways Committee Member Bob Elson to present the request. He said the Pathways Committee recommends the City Council direct town staff to conduct a new pathway impact fee study and engage the committee members.

Council discussion ensued.

Public Comment
Allan Epstein, Los Altos Hills, the pathway fee is an impact fee and the impact fee methodology used by the consultant only justifies 11 miles can be built with impact fee money. The impact fee is required to be updated every five years. In 2024 an impact fee would have to be done in any event. The study uses $80 per foot for the cost of a pathway. The impact fee recommended a fee for ADUs, but the Council at the time decided not to charge the fee. No general fund money is used to construct paths - the money comes from the pathway fund.

Carol Gottlieb, Los Altos Hills, asked if pathway fees can be used to pay for consultants. They should be used for the pathways, but not for consultants. She would like to know how this will impact the building of paths. Could the pathways committee do a study themselves and submit it to town and not go out to a consultant?
Assistant City Attorney Lindsay D’Andrea responded to the questions. She advised there are certain requirements that are necessary in an impact fee study. Clear nexus and have to make certain findings.

MOTION MADE AND SECONDED: Vice Mayor Mok moved to direct staff to use funds within the miscellaneous pathways CIP to enter into contract to prepare a Pathway Impact Nexus Fee Study, and also enter into a contract with a contractor to manage the effort and prioritize project in the work plan and CIP pathway projects that are underway. The motion was seconded by Councilmember Tankha.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
D. Request to Support the Staff Applying for and working on Streamlining Photovoltaic (PV) Permitting in the Town, Including Applying for a Grant and Engaging with a Consultant to help lead the work (Councilmember Tyson)

Councilmember Tyson presented the report.

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Council discussion ensued.

Public Comment
Mike Salameh, Los Altos Hills, said that we will have to spend the money anyway, $40K is a net benefit. He reiterated that the top priority for the EIC is the reach codes, and it requires town resources. We feel like we are falling behind.

Allan Epstein, Los Altos Hills, said we are always trading priorities. The number one permit in this town is for solar panels. They shouldn’t be at the top of the list because people are coming in for PV permits now.

MOTION MADE AND SECONDED: Councilmember Tyson moved direct staff to prioritize the Photovoltaic (PV) permitting into the 2023 Work Plan, direct staff to apply for the grant funding from the California Energy Commission and enter into contracts necessary to complete said work. 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
E. Request for Staff to Add the Native Garden Upgrade to the 2023 Work Plan and Necessary Budget Appropriation (Councilmember Tankha)

Councilmember Tankha presented the report.

Council discussion ensued.

Public Comment
Allan Epstein, Los Altos Hills, commented on the process, saying that there is supposed to be a planning and budgeting process that accounts for all of these items.

Seven items have been added to the list today. He asked that the Council have discipline on how they prioritize projects.

Joe Mitchell, Los Altos Hills, spoke in favor of putting in native plants - perhaps a park within a native garden.

Elizabeth Loianz, Los Altos Hills, spoke in favor of the native garden. Asking for a budget to do the planning.

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Peter Brown, Los Altos Hills, described the project - add new native plants; upgrade pathways; add picnic tables and seating areas and implement a green stormwater infrastructure system (rain garden), remove a eucalyptus tree, and plant a screening hedge.

MOTION MADE AND SECONDED: Councilmember Tankha moved to add the Native Garden Upgrade to the 2023 Work Plan and approve the initial allocation of $40,000 for an architectural design firm for FY 23-24. The motion was seconded by Councilmember Mok.

MOTION FAILED 2-3:

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

8. ADJOURN

The meeting was adjourned at 9:21 p.m.

Respectfully submitted,
Deborah L. Padovan
Deborah Padovan
City Clerk
The minutes of the May 17, 2023, special City Council meeting were approved as presented at the June 15, 2023, regular City Council meeting.

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1 City Council Special Meeting Minutes
November 13, 2023
Town of Los Altos Hills
City Council Special Meeting Minutes
Monday, November 13, 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: None
Staff: City Manager Peter Pirnejad, City Attorney Steve Mattas, Community Development Director Bradley Evanson, Public Works Director WooJae Kim, Assistant to the City Manager Cody Einfalt, City Clerk Deborah Padovan CALL TO ORDER (6:00 P.M.)
A. Roll Call
B. Pledge of Allegiance
Mayor Swan called the meeting to order at 6:03 p.m.

1. AGENDA REVIEW
There were no changes to the agenda.

2. PRESENTATIONS AND APPOINTMENTS
A. Appointment to the Los Altos Hills Finance and Investment Committee City Clerk Padovan presented the application of Sean McGraw.

MOTION MADE AND SECONDED: Councilmember Tankha moved to appoint Sean McGraw to the Los Altos Hills Finance and Investment Committee for a fouryear term. 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
B. Appointments to the Los Altos Hills Youth Commission City Clerk Padovan introduced the prospective members of the Youth Commission.

ITEM 6B Attachment 6

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November 13, 2023
Lucas Cao, Los Altos Hills, introduced himself and expressed interest in serving on the Youth Commission.

Vihaan Mishra, Los Altos Hills, introduced himself and expressed interest in serving on the Youth Commission.

Ella Nguyen, Los Altos Hills, introduced herself and expressed interest in serving on the Youth Commission.

Janus Tsen, Los Altos Hills, introduced himself and expressed interest in serving on the Youth Commission.

Alex Shen, Los Altos Hills, introduced himself and expressed interest in serving on the Youth Commission.

Sylvie Nguyen, Los Altos Hills, introduced herself and expressed interest in serving on the Youth Commission.

Zoe Schauer, Los Altos Hills, introduced herself and expressed interest in serving on the Youth Commission.

MOTION MADE AND SECONDED: Mayor Swan moved to appoint Lucas Cao, Vihaan Mishra, Ella Nguyen, Silvie Nguyen, Zoe Schauer, Alex Shen, and Janus Tsen were appointed to the Los Altos Hills Youth Commission. The motion was seconded by Councilmember Schmidt.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
C. Annual Presentation by the Los Altos Hills Youth Commission Jennifer Gruden, Co-Chair of the Los Altos Hills Youth Commission, presented the annual report of the commission. The Council thanked the commission for all of their hard work throughout the past year. No action was taken.

D. Presentation by the Los Altos Hills Environmental Initiatives Committee of the 2021 Greenhouse Gas Inventory
Anand Raganathan, Chair of the Los Altos Hills Environmental Initiatives Committee, presented the 2021 Greenhouse Gas Inventory for the Town of Los Altos Hills.

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November 13, 2023

3. PUBLIC COMMENT (PUBLIC COMMENT IS LIMITED TO ITEMS THAT

ARE THE SUBJECT OF THE SPECIAL MEETING)
There were no public comments.

4. CONSENT CALENDAR

MOTION MADE AND SECONDED: Councilmember Tyson moved to approve the Consent Calendar. The motion was seconded by Councilmember Tankha.

MOTION PASSED 5-0:

AYES: Swan, Mok, Schmidt, Tankha, Tyson
NOES: None
ABSTAIN: None
RECUSE: None
ABSENT: None
A. Approval of Regular City Council Meeting Minutes – October 19, 2023

B. Review of Disbursements for September 1-30, 2023 $3,064.224.60

C. Approval of Treasurer’s Report for the Month Ended September 30, 2023 (Staff:

Administrative Services)

D. Motion to Sunset the Ad Hoc Committee and Conclude all Work to Revise the Standing Committee Code of Conduct (Staff: P. Pirnejad) E. Resolution 97-23 Approving Revised Position Descriptions for the Job Classifications of Planning Manager and Associate/Senior Planner (Staff: P. Pirnejad) F. Resolution 98-23 Accepting Pathway Easement Dedication at 25240 Cantata Way; Lands of Deco Homes, LLC; File #SD21-0104 & ER22-0005 (Staff: J. Loh) G. Resolution 99-23 Accepting Open Space Easement Agreement At 25240 Cantata Way; Lands of Deco Homes, LLC; File #SD21-0104 & ER22-0005 (Staff: J. Loh)

5. ONGOING BUSINESS

A. Resolution 100-23 Authorizing the City Manager to Submit a Letter to the Santa Clara County Office of the Sheriff Requesting a Five-Year Extension of the Current Law Enforcement Agreement with the Town and Associated Pro-Rata Lease Costs for The Five-Year Lease Agreement for The Santa Clara County Sheriff, West Valley Substation (Staff: P. Pirnejad)

City Manager Peter Pirnejad presented the staff report.

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Los Altos Hills City CouncilJune 18, 2026

Los Altos Hills City Council
June 18, 2026