Los Gatos City Council
June 20, 2023

* Indicates revised item
How to participate: The Town of Los Gatos strongly encourages your active participation in the public process, which is the cornerstone of democracy. If you wish to speak to an item on the agenda, please follow the participation instructions on page 2 of this agenda. If you wish to speak to an item NOT on the agenda, you may do so during the “Verbal Communications” period, by following the participation instructions on page 2 of this agenda. The time allocated to speakers may change to better facilitate the Town Council meeting.

Effective Proceedings: The purpose of the Town Council meeting is to conduct the business of the community in an effective and efficient manner. For the benefit of the community, the Town of Los Gatos asks that you follow the Town’s meeting guidelines while attending Town Council meetings and treat everyone with respect and dignity. This is done by following meeting guidelines set forth in State law and in the Town Code. Disruptive conduct is not tolerated, including but not limited to: addressing the Town Council without first being recognized; interrupting speakers, Town Council or Town staff; continuing to speak after the allotted time has expired; failing to relinquish the podium when directed to do so; and repetitiously addressing the same subject.

Deadlines for Public Comment and Presentations are as follows:
 Persons wishing to make an audio/visual presentation on any agenda item must submit the presentation electronically, either in person or via email, to the Clerk’s Office no later than 3:00 p.m. on the day of the Council meeting.
 Persons wishing to submit written comments to be included in the materials provided to Town Council must provide the comments as follows:
o For inclusion in the regular packet: by 11:00 a.m. the Thursday before the Council meeting
o For inclusion in any Addendum: by 11:00 a.m. the Monday before the Council meeting o For inclusion in any Desk Item: by 11:00 a.m. on the day of the Council Meeting

TOWN OF LOS GATOS
*AMENDED COUNCIL MEETING AGENDA
JUNE 20, 2023
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS

LOS GATOS, CA
7:00 PM
Maria Ristow, Mayor
Mary Badame Vice Mayor
Matthew Hudes, Council Member
Rob Moore, Council Member
Rob Rennie, Council Member

PARTICIPATION IN THE PUBLIC PROCESS
Town Council Meetings Broadcast Live on KCAT, Channel 15 (on Comcast) on the 1st and 3rd Tuesdays at 7:00 p.m.

Rebroadcast of Town Council Meetings on the 2nd and 4th Tuesdays at 7:00 p.m.

Live & Archived Council Meetings can be viewed by going to:
www.LosGatosCA.gov/TownYouTube

IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT, IF YOU NEED SPECIAL ASSISTANCE TO PARTICIPATE IN THIS MEETING, PLEASE CONTACT THE CLERK DEPARTMENT AT (408) 354-6834. NOTIFICATION 48 HOURS BEFORE THE MEETING WILL ENABLE THE TOWN TO MAKE REASONABLE ARRANGEMENTS TO ENSURE ACCESSIBILITY TO THIS MEETING [28 CFR §35.102-35.104]

TOWN OF LOS GATOS
*AMENDED COUNCIL MEETING AGENDA
JUNE 20, 2023
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS
7:00 PM

IMPORTANT NOTICE
This is a hybrid meeting and will be held in-person at the Town Council Chambers at 110 E.

Main Street and virtually through the Zoom webinar application (log-in information provided below). Members of the public may provide public comments for agenda items in-person or virtually through the Zoom webinar by following the instructions listed below. The live stream of the meeting may be viewed on television and/or online at www.LosGatosCA.gov/TownYouTube.

PARTICIPATION
To provide oral comments in real-time during the meeting:
 Zoom webinar: Join from a PC, Mac, iPad, iPhone or Android device: Please click this URL to join: https://losgatoscagov.zoom.us/j/85379428243?pwd=b3QzdklOUXRxaG5XQ2dSN3c0U0NLdz09 Passcode: 192366 You can also type in 85379428243 in the “Join a Meeting” page on the Zoom website at https://zoom.us/join.
o When the Mayor announces the item for which you wish to speak, click the “raise hand” feature in Zoom. If you are participating by phone on the Zoom app, press *9 on your telephone keypad to raise your hand.  Join by telephone: Join by Telephone: Dial: USA 877 336 1839 US Toll-free or 636 651 0008 US Toll. Conference code: 686100
o If you are participating by calling in, press #2 on your telephone keypad to raise your hand.
 In-Person: If you wish to speak during the meeting, please complete a “speaker’s card” located on the back of the chamber benches and return it to the Town Clerk. If you wish to speak to an item on the agenda, please list the item number. If you wish to speak on an item NOT on the agenda, please list the subject and you may speak during the “Verbal Communications” period. The time allocated to speakers may change to better facilitate the Town Council meeting.

When called to speak, you may be asked to provide your full name and your town/city of residence. This identifying information is optional and not a requirement for participation. Please limit your comments to three (3) minutes, or such other time as the Mayor may decide, consistent with the time limit for speakers at a Council meeting. If you wish to speak to an item or items on the Consent Calendar, please state which item number(s) you are commenting on at the beginning of your time.

If you are unable to participate in real-time, you may email to [email protected] the subject line “Public Comment Item #__ ” (insert the item number relevant to your comment) or “Verbal Communications – Non-Agenda Item.” Comments received by 11:00 a.m. the day of the meeting

will be reviewed and distributed before the meeting. All comments received will become part of the record.

MEETING CALL TO ORDER

ROLL CALL
APPROVE REMOTE PARTICIPATION (This item is listed on the agenda in the event there is an emergency circumstance requiring a Council Member to participate remotely under AB 2449 (Government Code 54953)).

RULES OF DECORUM AND CIVILITY
To conduct the business of the community in an effective and efficient manner, please follow the meeting guidelines set forth in the Town Code and State law.

The Town does not tolerate disruptive conduct, which includes but is not limited to:
· Addressing the Town Council Meeting without first being recognized; · Interrupting speakers, Town Council Meeting, or Town staff; · Continuing to speak after the allotted time has expired; · Failing to relinquish the microphone when directed to do so; · Repetitiously addressing the same subject.

Town Policy does not allow speakers to cede their commenting time to another speaker. Disruption of the meeting may result in a violation of Penal Code Section 403.

PLEDGE OF ALLEGIANCE

PRESENTATIONS
i. Police Foundation Commendation.
ii. Midpeninsula Open Space District Presentation.

COUNCIL / MANAGER MATTERS
CONSENT ITEMS (Items appearing on the Consent Items are considered routine Town business and may be approved by one motion. Any member of the Council may request to have an item removed from the Consent Items for comment and action. Members of the public may provide input on any or multiple Consent Item(s) when the Mayor asks for public comments on the Consent Items. If you wish to comment, please follow the Participation Instructions contained on

the item will be heard.)

1. Approve Closed Session Meeting Minutes of June 6, 2023.

2. Approve Minutes of the June 6, 2023 Town Council Special Meeting Regarding Commission Interviews.

3. Approve Minutes of June 6, 2023 Town Council Meeting.

4. Authorize the Town Manager to Execute an Agreement with Dillingham Associates for Preliminary Design Services for the Pinehurst Community Garden (CIP No. 831-4610)

and Lynn Avenue Pedestrian Path Design (CIP No. 832-4510) for a Total Amount Not to Exceed $123,556.

5. Authorize the Town Manager to Issue a Request for Qualifications (RFQ) for Revenue Ballot Measure Consulting Services.

6. Authorize the Town Manager to Execute a Five-Year Agreement for Services with Brightview Tree Care Services, Inc. for Tree Trimming and Maintenance Services in an Amount not to exceed $200,000 in Fiscal Year 2023/24 and Total Five-Year Contract Value of Up to $1,000,000.

7. Consider the Following in Support of Tree Trimming and Maintenance:
a. Authorize the Town Manager to Execute a Sixth Amendment to the Agreement for Services with Brightview Tree Care Services, Inc. to Increase Compensation for Fiscal Year 2022/23 in an Amount of $75,000 for a Total Annual Amount Not to Exceed $275,000 and a Total Agreement Amount Not to Exceed $1,174,000; and b. Authorize a Revenue and Expenditure Budget Adjustment in the Amount of $75,000 from the Available Tree Replacement Deposit Account.

8. Authorize the Town Manager to Execute an Agreement with Los Gatos Saratoga Community Education and Recreation for Senior Services in the Amount of $225,000.

9. Authorize the Town Manager to Execute a Second Amendment to the Agreement with Whitlock & Weinberger Transportation, Inc. dba W-Trans, Modifying the Scope of Service, Extending the Term, and Increasing the Total Compensation by $50,000 for a Total Contract Amount not to Exceed $250,000 for Consultant Services for the Project Management Function of the Traffic Signal Modernization Project (Project 813-0227).

10. Authorize the Town Manager to Execute a Notice of Completion and Certificate of Acceptance for Specified Improvements Completed by SummerHill N40 LLC for the North 40 Phase 1 Development at Lark Avenue and Los Gatos Boulevard and Authorize the Town Clerk to Submit for Recordation.

11. Adopt a Resolution Establishing the Fiscal Year 2023/24 Gann Appropriation Limit for the Town of Los Gatos.

12. Receive the Monthly Financial and Investment Report (April 2023).

13.*Item Removed.

14. Authorize the Town Manager to Execute a Second Amendment to the Agreement for Consultant Services with CSG Consultants, Inc. to Extend the Term and Time of Performance to June 30, 2025, Revise the Compensation Approach, and Increase the Minimum Scope of Insurance of the Agreement.

15. Staff Recommends the Town Council:
a. Authorize the Town Manager to Prepare a Joint Jurisdiction (Los Gatos and San José) Grant Application to the Safe Streets and Roads for All Program for a Corridor Study of Blossom Hill Road from Union Avenue to Camden Avenue; b. Authorize Town Manager to Execute a Second Amendment to the Agreement for Consultant Services with Fehr and Peers for a Total Contract Amount Not to Exceed $124,999.14; and
c. Authorize an Expenditure Budget Transfer in an Amount of $25,000 from Available Fiscal Year (FY) 2023/24 Funds in in Project No. 911-9901 – Street Repair and Resurfacing to Project 812-0132 – Local Road Safety Program.

VERBAL COMMUNICATIONS (Members of the public are welcome to address the Town Council on any matter that is not listed on the agenda. To ensure all agenda items are heard and unless additional time is authorized by the Mayor, this portion of the agenda is limited to 30 minutes and no more than three (3) minutes per speaker. In the event additional speakers were not able to be heard during the initial Verbal Communications portion of the agenda, an additional Verbal Communications will be opened prior to adjournment.)
PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes maximum for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of three minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)

16. Authorize the Following Actions for Landscape and Lighting Assessment Districts No. 1 and 2:
a. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of Assessments for Landscape and Lighting Assessment District No. 1-Blackwell Drive Benefit Zone.
b. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of Assessments for Landscape and Lighting Assessment District No. 1-Kennedy Meadows Benefit Zone.
c. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of Assessments for Landscape and Lighting Assessment District No. 1-Santa Rosa Heights Benefit Zone.
d. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of assessments for Landscape and Lighting Assessment District No. 1-Vasona Heights Benefit Zone.
e. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of assessments for Landscape and Lighting Assessment District No. 1-Hillbrook Drive Benefit Zone.
f. Adopt a Resolution Confirming the Diagram and Assessments and Levying and Authorizing Collection of assessments for Landscape and Lighting Assessment District No. 2-Gemini Court Benefit Zone.

17. Conduct Brush Abatement Program Public Hearing to Consider Objections to the Proposed Removal of Brush on Parcels Listed on the 2023 Wildland Urban Interface (WUI) Area Non-Compliant Parcel List and Order Abatement.

OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)

18. Adopt the Following Salary Schedules:
a. Salary Schedule for Management Classifications Effective April 2, 2023, b. American Federation of State, County, and Municipal Employees (AFSCME) Salary Schedule Effective July 9, 2023,
c. Police Officer Association (POA) Salary Schedule Effective July 9, 2023, d. Town Employees’ Association (TEA) Salary Schedule Effective July 9, 2023, e. Salary Schedule for Confidential Classifications Effective July 9, 2023, f. Salary Schedule for Management Classifications Effective July 9, 2023, and

g. Salary Schedule for Temporary/Hourly Classifications Effective July 9, 2023.

PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes maximum for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of three minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)

19. Consider the Following Actions for the Adult Recreation Center - Americans with Disabilities Act (ADA) Compliant Public Restroom Project (CIP No. 821-2601):
a. Consider a Protest in Opposition of the Intent to Award a Construction Agreement for the Adult Recreation Center - Americans with Disabilities Act (ADA) Compliant Public Restroom Project (CIP No. 821-2601) to Tucker Construction; b. Authorize the Town Manager to Award and Execute a Construction Agreement with Tucker Construction Inc. in an Amount not to Exceed $249,490; and c. Authorize Staff to Execute Change Orders in an Amount Not to Exceed Ten Percent of the Contract Award Amount.

OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)

20. Receive Report on the Status of the Shower Ministry and Provide Direction on the Placement of a Temporary Restroom and the Proposed Parameters for a Hotel Voucher Program for Los Gatos Unhoused Residents.

PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes maximum for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives may be allotted up to a total of three minutes maximum for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)

21. Introduce an Ordinance Titled “An Ordinance of the Town Council of the Town of Los Gatos Amending Chapter 18, Article VII, “Weapons,” of the Town Code Update the Town’s Concealed Carry Firearm Licensing Ordinance and Prohibit the Carry of Firearms in Sensitive Places”.

22. Introduce an Ordinance Titled “An Ordinance of the Town Council of the Town of Los Gatos Amending Chapter 29, “Zoning Regulations,” of the Town Code Regarding Land Use and Economic Recovery Amendments Related to Personal Service Businesses, Bars, Tap/Tasting Rooms, Specialty Food Retail, Banks, Financial and Investment Services, Office Activities, Formula Retail, Group Classes, Veterinarians, and Definitions.” The Proposed Amendments to the Town Code are Not Considered a Project Under the California Environmental Quality Act. Town Code Amendment Application A-23-001.

Project Location: Town Wide. Applicant: Town of Los Gatos.

OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)

23. Receive the Report on Potential Revisions and Community Input to the Shannon Road Pedestrian and Bicycle Improvements Project (CIP No. 813-0218) and Provide Design Direction.

ADJOURNMENT (Council policy is to adjourn no later than midnight unless a majority of Council votes for an extension of time).

Writings related to an item on the Town Council meeting agenda distributed to members of the Council within 72 hours of the meeting are available for public inspection at the front desk of the Los Gatos Town Library, located at 100 Villa Avenue, and are also available for review on the official Town of Los Gatos website. Copies of desk items distributed to members of the Council at the meeting are available for review in the Town Council Chambers.

Note: In accordance with Code of Civil Procedure §1094.6; litigation challenging a quasi-adjudicatory decision of the Town Council must be brought within 90 days after the decision is final unless a shorter time is required by State or Federal law.

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 1
DRAFT
Minutes of the Town Council Special Meeting - Closed Session Monday, June 6, 2023
The Town Council of the Town of Los Gatos conducted a Special Meeting on Tuesday, June 6, 2023, to hold a Closed Session at 5:00 p.m.

MEETING CALLED TO ORDER AT 5:02 P.M.

ROLL CALL

Present: Mayor Maria Ristow, Vice Mayor Mary Badame, Council Member Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie.

Absent: None

VERBAL COMMUNICATIONS
None.

THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEM:

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: 1 case.

2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9: 1 case.

The Town Council reconvened in open session. The Town Attorney stated the items would be continued to a future meeting.

ADJOURNMENT
Closed Session adjourned at 5:55 p.m.

Attest: Submitted by:
___________________________ ___________________________ Wendy Wood, Town Clerk Laurel Prevetti, Town Manager

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 6/20/2023
ITEM NO: 2
DRAFT
Minutes of the Special Town Council Meeting – Commission Interviews June 6, 2023
The Town Council of the Town of Los Gatos conducted a special meeting in-person and utilizing teleconferencing means on Tuesday, June 6, 2023, at 5:50 p.m. to conduct Board, Commission, and Committee interviews.

MEETING CALLED TO ORDER AT APPROXIMATELY 6:00 P.M.

ROLL CALL

Present: Mayor Maria Ristow, Vice Mayor Mary Badame, Council Matthew Hudes, Council Member Rob Moore, Council Member Rennie.

Absent: None

VERBAL COMMUNICATIONS
No one spoke.

BOARD/COMMISSION/COMMITTEE INTERVIEWS
Council interviewed applicants for the vacant positions on Town Boards, Commissions, and Committees.

Arts and Culture Commission - Two (2) vacancy for a short-term seat expiring December 31, 2023.
 Cristiano Colantoni
 Kathy Kelly
 Dornaz Memaria
Building Board of Appeals - Two vacancies for one (1) short-term seat expiring December 31, 2023; and one (1) short term seat expiring December 31, 2024.  Jared Ajlouny
Complete Streets and Transportation Committee - One (1) vacancy for a short-term seat expiring December 31, 2025.
 Kevin Dillion
 Gregory Gentile
 Erik Miller
 Jeffrey Suzuki

PAGE 2 OF 2
SUBJECT: Draft Minutes of the Special Town Council Meeting – Commission Interviews of June 6, 2023
DATE: June 7, 2023
Historic Preservation Committee - One (1) vacancy for a short-term seat expiring December 31, 2023.
 Lee Quintana
 Susan Ward
Library Board - One (1) vacancy for a short-term seat expiring December 31, 2024.  Deborah Lowe
 David Sabes
Town Clerk Wood announced the appointments as follows:
 Arts and Culture Commission
o Cristiano Colantoni was appointed by a majority vote to a short-term seat expiring December 31, 2023.
o Dornaz Memarzia was appointed by a majority vote to a short-term seat expiring December 31, 2023.
 Building Board of Appeals
o Jared Ajlouny was appointed by an unanimous vote to a short-term seat expiring December 31, 2024.
 Complete Streets and Transportation Committee
o Jeffrey Suzuki was appointed by a majority vote to a short-term seat expiring December 31, 2025.
 Historic Preservation Committee
o Lee Quintana was appointed by a majority vote to a short-term seat expiring December 31, 2023.
 Library Board
o Deborah Lowe was appointed by a majority vote to a short-term seat expiring December 31, 2024.

SPECIAL MEETING ADJOURNED
Meeting adjourned at 7:00 p.m.

Respectfully submitted:
_____________________________________
Wendy Wood, Town Clerk

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 3
DRAFT
Minutes of the Town Council Meeting
Tuesday, June 6, 2023
The Town Council of the Town of Los Gatos conducted a regular meeting in person and utilizing teleconferencing means on Tuesday, June 6, 2023, at 7:00 p.m.

MEETING CALLED TO ORDER AT 7:06 P.M.

ROLL CALL

Present: Mayor Maria Ristow, Vice Mayor Mary Badame, Council Member Matthew Hudes, Council Member Rob Moore, Council Member Rob Rennie.

Absent: None

PLEDGE OF ALLEGIANCE
Bella Khanal led the Pledge of Allegiance. The audience was invited to participate.

PRESENTATIONS
Mayor Ristow presented commendations to the outgoing Youth Commissioners.

The Youth Commission presented the Youth Friendly Business of the Year to Dolce Spazio and the Youth Friendly Green Business of the Year to ETHOS.

A video regarding the accomplishments and activities of the Youth Commission was presented.

CLOSED SESSION REPORT
Gabrielle Whelan, Town Attorney, stated the Council met in closed session to discuss two items of anticipated litigation. A previous report out commented that both items have been continued; however only one item has been continued and there is no reportable action.

COUNCIL/TOWN MANAGER REPORTS
Council Matters
- Council Member Moore stated June is LGBTQ+ Pride Month; attended the Leigh Longhorn Stampede Annual 5K with San Jose Mayor Matt Mahan and Council Member Pam Foley and presented awards to participants, several Ribbon Cuttings with Mayor Ristow, a Chamber of Commerce Mixer, the Big Truck Day event, an AWO Affordable Housing Month Event, the NUMU Art Now Showcase, the Los Gatos Lions Club Date Night at the Terraces, and an informed citizen book club meeting.

PAGE 2 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023
Council Matters – continued
- Vice Mayor Badame stated she attended the NUMU Art Now Awards Ceremony, the Community Health and Senior Services meeting as a Council liaison, the West Valley Mayors and Managers meeting for Mayor Ristow, the 20-year anniversary celebration of the Assistance League of Los Gatos-Saratoga event, the Live Oak open house, and the Shannon Road community meeting.
- Council Member Rennie stated he attended the CalCCA annual conference; helped staff the Bike to Wherever Energizer Station; attended the Silicon Valley Clean Energy Authority (SVCEA) Risk Oversight Committee and Executive Committee meetings; met with a representative from Summerhill Homes, and the Community Health and Senior Services Commission (CHSSC) Chair; and attended the Shannon Road community meeting. - Council Member Hudes stated he met with members of the senior community and Chair of CHSSC to discuss the implementation of the Senior Services Roadmap and potential new senior foundation, Mayor and City Manager of Monte Sereno, and Mark Robson regarding a future development; participated at the Los Gatos Memorial Park ceremony; met with Chamber of Commerce to discuss the Senior Services Roadmap and foundation; and observed the CHSSC commission meeting.
- Mayor Ristow attended Kiwanis 43rd Annual Special Games; helped with the final 5th grade bike skills class; met with San Jose Council Member Pam Foley and staff from Los Gatos and San Jose to discuss safety issues on Blossom Hill Road; attended the Los Gatos Memorial Park ceremony; met with representatives from Summerhill Homes; attended several ribbon cuttings including Salt and Straw and Live Oak Adult Services, the Shannon Road community meeting, and the monthly beautification event; met with residents to discuss several issues of concern; attended the Los Gatos Music and Arts Sounds of Summer Festival; and spoke at Hillbrook 8th grade promotion.

Manager Matters
- Announced Summer Reading is underway and encouraged sign ups. - Announced the Library will be closed on June 9 for a staff workday. - Announced Town Administrative Offices will be closed June 19 in observance of the Juneteenth holiday.
- Announced goats may be seen behind the Library next week in an effort to sustainably manage the vegetation in the area.
- Announced the Housing Element Advisory Board meeting will be held at 7:00 p.m. on June 15 and invited the public to attend.
- On behalf of Gary Kohlsaat, announced that the Los Gatos Theatre received an award from Art Deco of California for the preservation of Art Deco and the sign maker for the neon sign won an award for his work on theatres throughout the Bay Area including the Los Gatos Theatre.
- Introduced Assistant Town Manager Katy Nomura.

PAGE 3 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023

CONSENT ITEMS (TO BE ACTED UPON BY A SINGLE MOTION)

1. Approve the Draft Minutes of the May 16, 2023, Town Council Meeting.

2. Ratify the Town Council Selection Committee’s Recommended Youth Commissioner Appointments.

3. Approve Town Council Meeting Schedule for the 2023/2024 Fiscal Year.

4. Authorize the Town Manager to Execute a First Amendment to a Consultant Services Agreement with AMS Electric LLC (dba Prime Electric LLC) for a Design-Build Project to Install a Battery Storage System at the Library (CIP 821-2502) to Extend the Term and Time of Performance through June 30, 2024.

5. Authorize the Town Manager to Execute a First Amendment to the Agreement with Pacific Water Art for Fountain Maintenance and Repair Services, Extending the Term to June 30, 2024, and to Add to the Compensation $46,495 for a Total Agreement Amount Not to Exceed $253,505.

6. Authorize the Town Manager to Execute a Third Amendment to the Agreement for Services with St. Francis Electric, Inc. for Traffic Signal and Streetlight Maintenance and Underground Service Alert Locating Services to Include:
a. An Increase to the Contract Amount for Fiscal Year 2022/23 in the Amount of $53,381, for a Fiscal Year Amount of $238,381 and a Total Agreement Amount Not to Exceed $953,948; and
b. An Expenditure Budget Adjustment in the Amount of $53,381 from Available Capital/Special Project Reserve.

7. Authorize the Town Manager to Execute a Revised Use Agreement with West Valley Red Hawks Lacrosse Club.

8. Authorize the Town Manager to Accept the Holiday Light Displays as Donations to the Town From the Los Gatos Chamber of Commerce.

9. Authorize the Town Manager to Execute a First Amendment to the Agreement for Consultant Services with Kier and Wright Civil Engineers and Surveyors, Inc. to Provide Services as the “Acting Town Surveyor” for Various Land Development Mapping Services, Extending the Term to June 30, 2024.

10. Authorize the Town Manager to Execute a Grant Agreement with KCAT for “The Producers” 55+ Volunteer Program for $100,000 and Authorize an Expenditure Budget Adjustment of $100,000 from the Available General Fund in the Council Priorities Economic Recovery Reserve.

Opened public comment.

No one spoke.

Closed public comment.

MOTION: Motion by Council Member Hudes to approve consent items 1-10. Seconded by Council Member Moore.

VOTE: Motion passed unanimously.

PAGE 4 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023

VERBAL COMMUNICATIONS
Lynley Kerr Hogan
- Commented in opposition of the Drag Queen Story Time at the Library and shared an experience from her childhood.

Ron Meyer
- Commented in opposition of the Drag Queen Story Time at the Library.

OTHER BUSINESS

11. Authorize the Town Manager to Close the Winchester Boulevard Complete Streets Project (CIP No. 813-0238) and:
a. Request that VTA Reallocate Measure B $1,734,250 Funding; b. Authorize an Expenditure Budget Transfer in an Amount of $169,000 from Available General Fund Appropriated Reserve (GFAR) Funds in Project No. 813-0238 to Project No. 832-4505 - Los Gatos Creek Trail to Highway 9 Connector Project; and c. Authorize an Expenditure Budget Transfer in an Amount of $432,926 from Available GFAR Funds in Project No. 813-0238 to Project No. 813-0241 - Kennedy Sidewalk - Los Gatos Boulevard.

Nicolle Burnham, Parks and Public Works Director, presented the item.

Opened public comment.

No one spoke.

Closed public comment.

Council discussed the matter.

MOTION: Motion by Vice Mayor Badame to authorize the Town Manager to close the Winchester Boulevard Complete Streets Project (CIP No. 813-0238) and request that VTA reallocate Measure B $1,734,250 funding; authorize an expenditure budget transfer in an amount of $169,000 from available General Fund Appropriated Reserve (GFAR) Funds in Project No. 813-0238 to Project No. 832-4505 - Los Gatos Creek Trail to Highway 9 Connector Project; and authorize an expenditure budget transfer in an amount of $432,926 from available GFAR Funds in Project No. 813- 0238 to Project No. 813-0241 - Kennedy Sidewalk - Los Gatos Boulevard. Seconded by Council Member Hudes.

VOTE: Motion passed by a unanimous vote.

PAGE 5 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023

12. Approve a Funding Plan for Construction of the Los Gatos Creek Trail to Highway 9 Trailhead Connector Project (CIP No. 832-4505) and take the following actions:
a. Authorize the Town Manager to Execute Supplement 2 to the Agreement for One Bay Area Grant Program (OBAG II) Grant Funds for Total Compensation of $6,193,000 from the Department of Transportation (Caltrans); and
b. Authorize Revenue and Expenditure Budget Adjustments in the Amount of $2,842,000 to Recognize the Receipt and the Spending of the Additional OBAG II Grant; and c. Adopt a Resolution Authorizing Receipt of $68,884 from the Transportation Development Act Article 3 (TDA3) Funding Program RESOLUTION 2023-031; and d. Authorize Revenue and Expenditure Budget Adjustments in the Amount of $68,884 to Recognize the Receipt and the Spending of the TDA3 Funding.

Nicolle Burnham, Parks and Public Works Director, presented the item.

Opened public comment.

Lee Fagot
- Commented on concerns with the total cost of the project and suggested building one ramp instead of two to reduce costs.

Closed public comment.

Council discussed the matter.

MOTION: Motion by Council Member Rennie to approve a funding plan for construction of the Los Gatos Creek Trail to Highway 9 Trailhead Connector Project (CIP No. 832- 4505) and take the following actions: authorize the Town Manager to execute Supplement 2 to the agreement for One Bay Area Grant Program (OBAG II) Grant Funds for total compensation of $6,193,000 from the Department of Transportation (Caltrans); and authorize revenue and expenditure budget adjustments in the amount of $2,842,000 to recognize the receipt and the spending of the additional OBAG II Grant; and adopt a resolution authorizing receipt of $68,884 from the Transportation Development Act Article 3 (TDA3) Funding Program; and authorize revenue and expenditure budget adjustments in the amount of $68,884 to recognize the receipt and the spending of the TDA3 Funding. Seconded by Council Member Hudes.

VOTE: Motion passed by a unanimous vote.

Recess 8:27 p.m.

Reconvene 8:35 p.m.

PAGE 6 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023

PUBLIC HEARINGS

13. Operating and Capital Budgets
a. Adopt a Resolution Approving the Town of Los Gatos Fiscal Year (FY) 2023/24 Operating Budget and FY 2023/24 – 2027/28 Capital Improvement Program (CIP), New Appropriations, Additional Council Actions on May 16, 2023; American Rescue Plan Act Budget Adjustment, Minor Corrections, and Carry Forward Appropriations. RESOLUTION 2023-032
b. Adopt a Resolution Approving Commitment of Fund Balances under GASB 54.

RESOLUTION 2023-033
c. Approve FY 2022/23 Budget Adjustments:

1. Major Revenue Adjustments to Match Year-End Estimated Revenues as Directed by the Town Council on May 16, 2023 and as Determined from Updated Information i. Property Tax revenue Increase in the Amount of $140,000, ii. Educational Realignment Augmentation Fund (ERAF) Revenue Increase in the Amount of $818,891.60 and Reserve 30% (689,607.60) of the Total Proceeds ($2,298,691.60) in an ERAF Risk Reserve,
iii. Transient Occupancy Tax Increase in the Amount of $348,547, iv. Interest Revenue Increase in the Amount of $237,074, v. Sales Tax Revenue Increase in the Amount of $121,878 ($124,851 Increase in Regular Sales Tax and $2,973 Decrease in Measure G Sales Tax), vi. Business License Tax Revenue Decrease in the Amount of $133,890, vii. Plan Check Pass Through Service Revenue Increase in the Amount of $125,000, viii.Map Plan Check Pass Through Service Revenue Increase in the Amount of $120,000,
ix. OPEB Trust Withdrawal Revenue Decrease in the Amount of $902,579 as Current Year End Estimates FY 2022/23 Surplus,
x. Recognize $140,195 General Fund Salary Reimbursement for Capital Improvement Staff Work,
xi. Recognize Additional Police Foundation Donation Received in the Amount of $50,195, and
xii. Recognize up to $20,000 General Fund Salary Reimbursement for Enterprise Resource Upgrade Project Staff Work.

2. Expenditure Increases:
i. In the Amount of $140,195 for General Fund Salary Reimbursement for Capital Improvement Staff Work,
ii. In the Amount of $125,000 for Plan Checking Pass Though Services, iii. In the Amount of $100,000 for Map Plan Checking Pass Though Services, iv. In the Amount of $50,195 to Authorize the Spending the Additional Police Foundation Donation Received,
v. In the Amount of $32,000 to Cover Third Party Business License Administrator Services, and

PAGE 7 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023
Public Hearing Item #13 – continued
vi. In the Amount of up to $20,000 General Fund Salary Reimbursement for Enterprise Resource Upgrade Staff Work.

3. Approve American Rescue Plan Act (ARPA) Replacement Revenue Tracking Pass Through Revenue and Expenditures Budget Adjustments in the Amount of $453,465.

Gitta Ungvari, Finance Director, presented the item.

Opened public comment.

Lee Fagot
- Commented on safety concerns on Blossom Hill Road near Blossom Hill Park, requested additional Police enforcement in that area and that the Town use any savings from the Capital Improvement Program (CIP) for speed reduction improvements on Blossom Hill Road.

Closed Public Comment.

Council discussed the matter.

MOTION: Motion by Council Member Rennie to approve staff’s recommendations on the Operating and Capital Budgets which is:
a. Adopt a resolution approving the Town of Los Gatos fiscal year (FY) 2023/24 Operating Budget and FY 2023/24 – 2027/28 Capital Improvement Program (CIP), new appropriations, additional Council actions on May 16, 2023; American Rescue Plan Act budget adjustment, minor corrections, and carry forward appropriations.
b. Adopt a resolution approving commitment of fund balances under GASB 54. c. Approve FY 2022/23 budget adjustments:

1. Major revenue adjustments to match year-end estimated revenues as directed by the Town Council on May 16, 2023 and as determined from updated information
i. Property Tax revenue increase in the amount of $140,000, ii. Educational Realignment Augmentation Fund (ERAF) revenue increase in the amount of $818,891.60 and reserve 30% (689,607.60) of the total proceeds ($2,298,691.60) in an ERAF risk reserve,
iii. Transient Occupancy Tax increase in the amount of $348,547, iv. Interest revenue increase in the amount of $237,074, v. Sales Tax revenue increase in the amount of $121,878 ($124,851 increase in regular sales tax and $2,973 decrease in Measure G sales tax), vi. Business License Tax revenue decrease in the amount of $133,890,

PAGE 8 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023
vii. Plan Check Pass Through Service revenue increase in the amount of $125,000,
viii.Map Plan Check Pass Through Service revenue increase in the amount of $120,000,
ix. OPEB Trust withdrawal revenue decrease in the amount of $902,579 as current year end estimates FY 2022/23 surplus,
x. Recognize $140,195 General Fund salary reimbursement for Capital Improvement staff work,
xi. Recognize additional Police Foundation donation received in the amount of $50,195, and
xii. Recognize up to $20,000 General Fund salary reimbursement for Enterprise Resource Upgrade Project staff work.

2. Expenditure Increases:
i. In the amount of $140,195 for General Fund salary reimbursement for Capital Improvement staff work,
ii. In the amount of $125,000 for plan checking pass though services, iii. In the amount of $100,000 for map plan checking pass though services, iv. In the amount of $50,195 to authorize the spending the additional Police Foundation donation received,
v. In the amount of $32,000 to cover third party business license administrator services, and
vi. In the amount of up to $20,000 General Fund salary reimbursement for Enterprise Resource Upgrade staff work.

3. Approve American Rescue Plan Act (ARPA) replacement revenue tracking pass through revenue and expenditures budget adjustments in the amount of $453,465. Seconded by Council Member Hudes.

VOTE: Motion passed by a unanimous vote.

OTHER BUSINESS

14. Provide Direction on Terms and Authorize the Town Manager to Execute a Use Agreement with Los Gatos-Saratoga Community Education and Recreation.

Nicolle Burnham, Parks and Public Works Director, presented the item.

Opened public comment.

Nancy Rollett, Los Gatos-Saratoga Recreation
- Commented in support of the two requests for fee waivers, stated in their experience pickle ball participants are always over the age of 55, and explained their system does not have the capability to charge facilities fees.

PAGE 9 OF 9
SUBJECT: Draft Minutes of the Town Council Meeting of June 6, 2023 DATE: June 7, 2023
Other Business Item #14 – continued
Closed public comment.

Council discussed the matter.

MOTION: Motion by Council Member Moore to adopt the annual park use fees as recommended by Town staff ($15,500). Seconded by Mayor Ristow.

VOTE: Motion passed 4-1. Vice Mayor Badame voted no.

MOTION: Motion by Council Member Moore to approve staff’s recommendation of the annual facility maintenance fee ($4/attendee per session). Seconded by Mayor Ristow.

VOTE: Motion passed unanimously.

MOTION: Motion by Mayor Ristow to authorize the Town Manager to execute the Use Agreement with Los Gatos-Saratoga Community Education and Recreation with the previously approved provisions. Seconded by Council Member Moore.

VOTE: Motion passed unanimously.

ADJOURNMENT
The meeting adjourned at 9:34 p.m.

Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Clerk

PREPARED BY: Marina Chislett
Environmental Programs Specialist
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 4
DATE: June 7, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute an Agreement with Dillingham Associates for Preliminary Design Services for the Pinehurst Community Garden (CIP No. 831-4610) and Lynn Avenue Pedestrian Path Design (CIP No. 832-4510) for a Total Amount Not to Exceed $123,556.

RECOMMENDATION:

Authorize the Town Manager to execute an agreement with Dillingham Associates (Attachment 1) for preliminary design services for the Pinehurst Community Garden (CIP No. 831-4610) and Lynn Avenue Pedestrian Path Design (CIP No. 832-4510) for a Total Amount Not to Exceed $123,556.

BACKGROUND:

In 2021, community members advocated for a community garden for a Town-owned parcel on Pinehurst Avenue (APN: 523-43-7), and for a pedestrian path at Lynn Avenue between Union Avenue and Pinehurst Avenue. These lots are encumbered with PG&E and Valley Water easements and existing utility services. The Town plans to work closely with the utility companies for permissions and any design requirements for these projects. The Town currently has $120,685.80 budgeted for the Pinehurst Community Garden and $75,000 for the Lynn Avenue Pedestrian Path Design.

Pinehurst Community Garden: The parcel for the Pinehurst Community Garden has undergone soil characterization testing in late 2022. Additional soil testing will be necessary to identify optimal design layouts for the community garden. The Town expects the design consultant to identify any soil testing needs for the project.

PAGE 2 OF 4
SUBJECT: Authorize the Town to prepare and execute an agreement for design services for the Pinehurst Community Garden and Lynn Avenue Pedestrian Path Design DATE: June 7, 2023
BACKGROUND (continued):

Lynn Avenue Pedestrian Path Design: Lynn Avenue is utilized heavily by Union Middle School and Alta Vista Elementary students, as well as adult bicyclists and pedestrians. However, there are currently no sidewalks, decreasing walkability and presenting safety hazards and accessibility issues. The proposed project would provide an off-road walking and biking path.

No soil characterization testing has taken place at this location. If necessary, future testing may be required.

DISCUSSION:

In February 2023, the Town issued a Request for Proposals (RFP) for Preliminary Design Services for the Pinehurst Community Garden and Lynn Avenue Pedestrian Path Design. The design scope of these projects includes project management, evaluation of existing conditions, community engagement, development of conceptual designs, and advancing a preferred design the 35% completion.

The Town received three proposals from the following firms: Callander Associates, Dillingham Associates, and Gates + Associates. Bid results are shown below.

Firm Pinehurst Community Garden Lynn Avenue Pedestrian Path Design Callander Associates $84,201 $73,368
Dillingham Associates $66,093 $55,133
Gates + Associates $119,070 $74,990
Dillingham Associates was found to be the lowest qualified bidder to provide preliminary design services for these projects. During development of the final scope of services, slight changes to the Dillingham Associates’ proposal were made resulting in a fee of $68,108 for the Pinehurst Community Garden and $55,448 for the Lynn Avenue Pedestrian Path Design, for a total amount not to exceed $123,556.

The full scope, fee summary, and project schedules are shown as Exhibit A to Attachment 1 of this report.

CONCLUSION AND NEXT STEPS:

Approval of the recommended action would allow the Town to execute an agreement with Dillingham Associates for Preliminary Design Services for the Pinehurst Community Garden and the Lynn Avenue Pedestrian Path Design. Once base mapping and other initial work is complete, a future agenda item will provide an opportunity for the Town Council to provide direction on a vision for these two projects.

PAGE 3 OF 4
SUBJECT: Authorize the Town to prepare and execute an agreement for design services for the Pinehurst Community Garden and Lynn Avenue Pedestrian Path Design DATE: June 7, 2023
COORDINATION:

This staff report was coordinated with the Town Attorney, Town Manager and Finance Director.

FISCAL IMPACT:

The adopted Fiscal Year 2022/23-2026/27 Capital Improvement Program (CIP) Budget is sufficient for this preliminary design service phase of the Pinehurst Community Garden and the Lynn Avenue Pedestrian Path Design.

ENVIRONMENTAL ASSESSMENT:

The recommended action is not a project as defined under CEQA, and no further action is required. The construction phase of the Pinehurst Community Garden and Lynn Avenue Pedestrian Path are projects as defined under CEQA and environmental review will be completed in future phases.

Budget Costs
GFAR $135,000
Total Budget $135,000
Costs
Prior Consultation Services $14,314
Agreement with Dillingham Associates (Approved with this Staff Report) $68,108 Total Costs $82,422
Available Balance $52,578
Budget Costs
GFAR $ 75,000
Total Budget $ 75,000
Costs
Agreement with Dillingham Associates (Approved with this Staff Report) $55,448 Total Costs $55,448
Available Balance $19,552
Pinehurst Community Garden
CIP No. 831-4610
Lynne Avenue Pedestrian Path Design
CIP No. 832-4510

PAGE 4 OF 4
SUBJECT: Authorize the Town to prepare and execute an agreement for design services for the Pinehurst Community Garden and Lynn Avenue Pedestrian Path Design DATE: June 7, 2023
Attachment:

1. Agreement for Consultant Services

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is dated for identification on the 6
th day of June 2023 by and between TOWN
OF LOS GATOS, a California municipal corporation, (“Town”) and Dillingham Associates (“Consultant”), identified as an Individual/Sole Proprietor and whose address is 2927 Newbury Street, Berkeley, CA 94703. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desires to engage Consultant for the Preliminary Design Services for the Pinehurst Community Garden (CIP No. 831-4610) and Lynne Avenue Pedestrian Path Design (CIP No. 832-4510).

1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Consultant acknowledges Town has relied upon these warranties to retain Consultant.

II. AGREEMENTS

2.1 Scope of Services. Consultant shall provide services as described in that certain proposal sent to the Town on June 2, 2023, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. This contract will remain in effect upon execution to June 30, 2024. Consultant shall perform the services described in this agreement as described in Exhibit A.

2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2.6 Compensation. Compensation for Consultant's professional services shall not exceed $123,556, inclusive of all costs. Payment shall be based upon Town approval of each task.

2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655

2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town.

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing.

2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement.

General Liability:
i. The Town, its elected and appointed officials, employees, and, agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees.

3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant.

IV. GENERAL TERMS

4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant.

4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal.

4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Dillingham Associates
2927 Newbury Street
Berkeley, CA 94703
or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town.

4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

Dillingham Associates
Agreement for Consultant Services ATTACHMENT 1
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager

Recommended by:

Nicolle Burnham
Director of Parks and Public Works
Consultant, by:

M. Reed Dillingham, Principal
Approved as to Form:

Gabrielle Whelan, Town Attorney
Attest:

Wendy Wood, CMC, Town Clerk

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Proposal for Landscape Architectural Services
Pinehurst Community Garden (CIP No. 831-4610) and
Lynne Avenue Pedestrian Path Design (CIP No. 832-4510)
Prepared for the Town of Los Gatos
Prepared by Dillingham Associates Landscape Architects
June 2, 2023
Approach & Understanding of Each Project
Pinehurst Community Garden
Municipal community gardens have become increasingly popular in the past ten years, a movement that increased during pandemic conditions. Santa Clara has recently opened the Eddie Souza Community Garden on the San Tomas Aquino Creek Trail, which has classes and a wait list for plots. Cupertino is currently building a new community garden in Wilson Park.

Under-utilized parcels such as the Pinehurst lot are a perfect opportunity for a use that creates a community gathering place, as well as a new civic facility.

The groundwork for the community garden project has already been laid with the support of a community that has already developed a preliminary site layout. This effort suggests that the process of outreach and engagement can be a productive one. The sketch plan creates a good starting point for discussion of program, size, scope, function, and adjacencies. Preliminary comments from PG&E and from Ninyo & Moore also provide clear guidance for design constraints and for outreach meeting agenda items.

The key task for this type of project is the ability to listen and respond to community ideas and concerns. The neighborhood has already invested energy into this project, and they will be the workers who will maintain the garden, and over time will curate the site into a unique garden.

Moreso than many park projects, a community garden is an opportunity to incorporate the public’s vision into its physical form.

The proposed program is relatively straightforward, buildable and feasible. We can support the current program, but will endeavor to work with community members to verify whether any additional elements may be feasible.

While preliminary comments from PG&E and from Ninyo & Moore provide guidance, they also pose design challenges. We are fortunate to be able to partner with Christian Macke of 122 West landscape architects, who have a deep portfolio of community garden projects built upon extensive outreach processes.

After preliminary conversations with Ninyo & Moore, we propose to work with their team to refine the boundary of food operations, by further analyzing the limits of organochlorine pesticides (OCP) in the soil. Organochlorine pesticides were used extensively from the 1940s

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
through the 1960s in agriculture and mosquito control, but due to both their environmental persistence and neurotoxicity, their use has been banned or greatly reduced in the last decades.

We propose to sample and analyze three (3) additional borings, and to provide a sequential analysis, which can be used to potentially save lab costs, pending results.

Beyond the basic amenities shown in the Sample Layout diagrammatic plan, many enhancements could be considered.
• The meeting area can be planned and designed to be an outdoor classroom, a small plaza, and a setting for group meetings. Many good ideas and discussions come from informal gatherings and chance encounters.
• The garden would benefit from both informal seating areas, and one or more larger group areas.
• An attractive entryway and signage can provide a new neighborhood landmark and site identity.
• The type of buffer interface between the garden and adjacent residences should be considered, despite the small site area.
• Storage for group and personal gardening tools will be useful. • Parking for site managers, and optionally also for gardeners. • Shaded seating and/or gathering areas.
• Storage of compost, soil, mulch and other materials.

While limitationsfrom PG&E and Valley Water, among others may impact the plan and project, we are passionate to advocate for a design that the community backs, to the extent that it isfeasible in terms of costs and permissions. This garden can create an opportunity and a public space that Los Gatos does not yet have. The proposed garden and path, along with Howes Play Lot, will create a unique greenway with a sequence of experiences.

Most proposed planting will be in raised planter beds, the design of which allows for very low risks from any remnant soil pesticides (Organochlorine pesticides) due to the ease of installing a soil cap and importing soil as a growing medium. A soil cap could come in the form of clean soil, or a concrete slab, or a combination of the two throughout the site. It is not advised to pave a concrete slab base for the entire garden; however, a concrete cap might form an entry plaza, a driveway, or a work space while portions of the remainder of the site would be capped with only clean soil, a geotextile fabric, and optionally a wire mesh.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Lynn Avenue Pedestrian Path
This parcel has the potential to act as a bridge, connecting the Howes Play Lot with the new community garden. Depending on the results of community outreach and input, our approach to the design may be relatively straightforward. The plan would prioritize visibility of the pathway from streets at both ends. In addition to the pathway, some amenities that may be desired may include the following:
 compacted crushed rock jogging path;
 benches;
 trash containers at either end of path;
 drought-tolerant plantings;
 temporary irrigation for plant establishment
 pedestrian / security lighting. Amenities, including lighting, would not be located near residences in order to minimize impact on neighbors.

For a unique parcel such as this, some considerations should be taken during design:
 The existing site has easements for both PG&E overhead electric lines and for Valley Water pipelines, with minimal existing vegetation.
 whether easements, utilities and site conditions may limit the location of a paved pathway within the parcel. Our office would assist the Town with coordination with each utility agency, and all other stakeholders.
 any need, by the Town or other agencies, to have limited control of public access to the parcel;
 specific limitations on pavement structures, trees and shrubs, and new irrigation infrastructure within the right-of-way;
 design limitations related to security visibility or fire access;  limitations on any additional site furnishings and amenities, such as benches, signs, and lights.

After preliminary conversations with Ninyo & Moore, we believe that the possible presence of orchard pesticides (OCPs) on this parcel does not pose a risk to users of a pathway. However, as our site knowledge is still preliminary, we have included a fee allowance for testing for budgeting purposes.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Description of Scope Tasks
Task 1 – Project Management
Project management for planning and design projects encompass the key project areas of schedule, fees, communications, team management, scope coordination, and quality control.

Below is an outline of related proposed tasks. See the Fee Proposal worksheet for more details.  Develop Project Work Plan;
 Management of team sub-consultants;
 Site Analysis and Background Documents Review;
 Attend (2) Field Meetings / Site Visits (including travel time);  Attend up to (2) Coordination Meetings with Town and other agencies involved the project, including PG&E, Santa Clara Valley Water (SCVW), and San Jose Water.  Attend one (1) Coordination Meeting with Town’s Staff Arborist. Subconsultant Arborist scope is included below in Task 2.
 Preparation of Meeting Notes.
 Quality Control reviews.

Coordination efforts with PG&E and with SCVW will have the objective of determining restraints on site design, such as construction limitations, minimum access needs, and site security. A second objective will be to seek the utility districts’ guidance on the best ways to meet project needs, such as shaded gathering spaces and tool storage, within the standard restrictions.

Deliverables: Project Management/Work Plan, addressing schedule, communications, team roles, and review process; Meeting Minutes.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Task 2 – Site Analysis
A. Topographic & Boundary Survey
B. Supplemental Soil Toxicology Analysis
C. Consulting Certified Arborist
D. Horticultural and Fertility Soil Analysis
Task 2, Dillingham Associates tasks
In addition to the sub-consultant tasks shown below, Site Analysis tasks to be performed by the prime consultant include preparation of Base Maps, development of Site Inventory Plans, and development of Opportunities & Constraints Plans. These plans will be developed based upon site information provided by subconsultants, and verified by one or more site visits.

Per our standard practices, we will submit a soil sample from the West Parcel site to a lab for horticultural planting analysis. This task and analysis is separate from Task 2C, below to expand upon previously performed soil toxicity analyses.

Task 2A) Topographic & Boundary Survey
As shown in our fee proposal, we will prepare topographic and boundary survey mapping for both sites, what are labeled in this proposal as the West Parcel, the site of a future community garden; and the East Parcels (two parcels), the site of a future pathway. We propose to complete the survey field work simultaneously for both project sites, while keeping the fees for each project clear and separate. Note that Lynn Avenue itself will not be included in the topographic surveying scope area, as this project does not propose new sidewalks along Lynn Avenue. Rights-of-way and easements will be defined from record maps and documents supplied by PG&E and by the Santa Clara Valley Water District. The survey will include surface utilities, fences, approximate location of overhead utility wires, crosswalks, signs, curb, gutter, sidewalk, trees over 4-inches in diameter, driveways and gates. Sufficient number of spot elevations will be taken to generate 1-foot contours.

Topographic surveying fee, for multiple sites, with subconsultant PLS Surveys is shown in the Fee Summary Table. Figures include 10% prime management fee.

Task 2B) Consulting Certified Arborist Services
We propose to work with our Arborist subconsultant Molly Batchelder of SBCA Tree Consulting in Crockett. The arborist will survey all trees on site that are over 4-inches in diameter (estimated to be 10-15 trees). The survey will include a Tree Location Map, and will record data on the species; DBH; height; spread; health and structural condition; suitability for retention; pruning or health mitigation recommendations; Root Protection Zones (RPZ); and other pertinent arborist notes. A summary report will contain pre-construction health mitigation recommendations, commentary on tree retention suitability, and replacement species

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
suggestions.

The Arborist fee includes any needed coordination with the Town’s staff arborist or Tree Division, as needed. We do not propose to file for Tree Removal Permits during the 35% phase of work. The Arborist will also make recommendations to the Town for treatment of neighboring tree branches which encroach into the project parcels across fence lines. If needed, the Arborist would assist in coordination with PG&E and/or SCVW to discuss tree trimming and removal requirements. We propose to complete the Arborist consulting work simultaneously for both project sites, while keeping the fees for each project clear and separate.

Task 2C) Supplemental Soil Characterization Analysis – Garden site only The Town is already in possession of a 2022 Soil Characterization Report by Ninyo & Moore, for the West Parcel, for the proposed Pinehurst Community Garden site. The objective was to assess the lateral and vertical extent of soil impacts from constituents of concern, including organochlorine pesticides (OCPs). Previously, samples from four boring locations were analyzed, and OCPs were present in notable quantities at boring location B-4. Subsequently, in April 2022, samples from four ‘step-out’ borings near location B-4 were also analyzed.

In order to refine the location of pesticides, the proposed additional soil analysis would include soil sampling analyses of (4) new borings, at 3-ft depth, with (2) samples per boring location.

Samples will be analyzed for the presence of organochlorine pesticides (OCPs), and Title 22 Metals. The additional analysis work would be performed at the same screening level as the 2022 work, a Tier 1 Environmental Screening Level (ESL), a level that is used for ‘terrestrial habitat,’ such as park land projects.

We have also listed an additional optional task below for Risk Assessment and Statistical Analysis.

The future program for the Lynn Avenue Pathway project at the East Parcels is less determinate.

As such, we propose that the Town defer the task of soil testing and toxicology analysis within the East Parcels until both a site program and a master plan or conceptual design plan are available. The program and concept plan will allow the Town to determine whether soil testing is advisable, what type of testing, and in which locations. Under similar project conditions, the site is often not tested until construction is near.

Deliverables: Boundary and Topographical Survey; refinement of Soil Analysis; Risk Assessment and Statistical Analysis; Arborist report and supplemental comments; Horticultural lab test recommendations; Site Inventory Plan; Opportunities & Constraints Plan.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Task 3 – Community Engagement
We propose to lead the Town’s efforts to prepare outreach materials, graphics, meeting agendas, presentations, and meeting minutes. In addition, we will prepare for and moderate three community meetings, either in-person or virtual, and will work with the information the Town has and the Town’s methods of communicating with neighbors and other interested parties.

Techniques vary for working with differentsize groups vary, particularly in reference to feedback from the audience. With smaller groups, it is easy to have direct back and forth conversations about concerns. With much larger groups, the interaction needsto be more structuressuch as advance delivery of questionnaires and responses so that complex issues can be addressed at the actual meeting. Our subconsultants will help lead these meetings.

Both the Garden project and the Pathway project would be addressed at each meeting described below, with a joint agenda. Because the Garden project already has some level of community support and awareness, the joint nature of the two projects makes for an excellent opportunity to for joint meetings. This format would likely provide a great form of public input for the Lynn Avenue Pathway project, input that would be difficult to provide if the two projects did not hold joint meetings. One likely scenario is that community members may attend meetings about the Garden project, and would stay to be able to provide input and comment on the Pathway project.

However, the meeting agendas should be designed with the understanding that the type of input needed for each project is quite different.

The Garden-related meeting agendas are described below. However, the Pathway-related meeting agendas are not yet developed. The breadth of the Pathway agenda should be developed in concert with Town staff. Because this project is still more preliminary than the Garden project, the meeting agenda will require discussion to determine whether to focus on Phase One improvements, long-term options, or both. Below are some optional meeting topics:
 Assessment of local recreation opportunities;
 Site Analysis;
 Goals and Objectives;
 Site Program, including passive and/or active recreation;  Constraints and Opportunities of Site and Program;
 Support elements, including parking, circulation, buffers at neighboring properties, noise, and lighting; Development Phasing, Schedule, and Costs.

Our subconsultant landscape architects, garden designer Christian Macke and trail designer Sofia Zander, would assist with early Community Engagement meetings, as they have extensive experience in public engagement. Their efforts would focus more upon the community meetings than on the Parks Commission meetings.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
In our experience, two to three outreach meetings form a minimum or baseline for community outreach. If special conditions warrant additional outreach meetings, the consultant scope and fee can be discussed and negotiated. There is little reason at this point to believe that additional outreach meetings would be needed during later stages of design (e.g. 65%, 100%), but the question should be considered once the final design stage has commenced.

Meeting no. 1 would be a pre-design kickoff discussions for the community. The Garden agenda would allow the Town to inform the public about the project background, including site opportunities and constraints, schedule, budget, soil limitations, program limitations, and easement limitations. The Garden agenda would also allow garden users to inform the Town of the desired programs, elements, types and scale of urban agriculture programs, and any concerns they may have. Depending on the number of participants, small groups could be formed for sketching and brief discussion, and then ideas could be summarized as a large group. To generate more discussion, consultants may show images of related Urban Agriculture programs that other communities have built.

Meeting no. 2A would allow the consultants to present to the community one or more concept plans which synthesize and clarify the ideas discussed in Meeting no. 1. One or more sketch plans would be presented for discussion. A key goal of the meeting is to build consensus. Meeting no. 2B would present to the Parks Commission a summary of this Meeting 2A.

Meeting no. 3A would allow the Town to provide a final nor nearly final preferred plan, at a point after most coordination issues have been resolved with utility districts and subconsultant site analyses. A Phasing Plan or a draft Phasing Plan has been prepared. Concerns have been addressed. A preliminary cost estimate has been prepared. Again, one goal is to report, and another is to build consensus. Meeting no. 3B would present to the Parks Commission a summary of this Meeting 3A.

Subconsultant Fees
Fees shown for this phase include fees for our subconsultant landscape architects, Christian Macke and Sofia Zander. Their fees are not shown here, to allow for better project flexibility; their fees are approximated on the Fee Worksheet. This arrangement will allow the design team to adapt to project needs for their expertise as they arise, and to allow the team members with the most capacity to undertake relevant tasks.

Design Work
Much of the related tasks of Conceptual Design and illustration for these Community Meetings is shown under Task 4, below.

Deliverables: Meeting facilitation, outreach graphics (including Design Concepts or Alternates), presentations, meeting agendas, meeting minutes, fliers or handouts, surveys, etc.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Task 4 – Conceptual Design and 35% Design Services
Each project will result in a separate 35% design packet, and separate cost opinions will be prepared for each project. Each project will require separate Phasing Plans. See the Approach & Understanding section above which provides additional relevant details for these two projects.

Pinehurst Community Garden
The input generated during the Community Engagement phase will be used to guide work during the Conceptual Design and during the 35% Design plan. The goal during this stage is to advocate for the community’s vision as best possible, within the constraints of costs and permissions.

The work that falls under Site Analysis Task B1 above (Soil analysis and refinement of pesticide location) will allow the design team enough site information to better define which parts of the site will require programs that separate the users from toxic soils, such as driveways and paved areas.

The Concept Plan will be prepared to allow consensus with Town staff and with the community and the Parks Commission. The following criteria and elements will guide design at this stage:
 Site Programming
 Utility District restrictions
 Relation with East Lot
 Bed locations
 Dwarf tree planting
 Gathering space(s)
 Neighbor buffer zones
 Parking
 Fences and gates
 Work (lay-down) space
 Tool storage (also wheelbarrows)
 Layout that is feasible with plant needs (light, soil, space, height) Work for the final 35% plan would develop the consensus Concept Plan, and refine it to allow the Town and consultant to develop a well-defined work scope for final 100% plans, specifications, and estimates. This stage would focus on further criteria and elements:
 Staff availability for classes and site events;
 Define planting bed sizes;
 Size of gathering spaces and informal seating locations, and amount of shade;  Entryway scale and signage;
 Parking capacity in alignment with anticipated need;

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
 Visibility and adoption of CPTED practices;
 Size of buffer spaces between garden and neighboring properties;  Define size of areas with use restricted by utility districts;  Tree protection measures;
 Water and hose locations;
 Define vehicle unloading and lay-down spaces;
 Define soil storage area;
 Define tool storage type and area;
 Material selection and level of finish;
Examples of design tasks that would be excluded from this stage include irrigation design; soil specifications; and construction details.

Deliverables: Program Diagram; Final Concept Plan; 35% Design Plan, 35% Cost Opinion; project Phasing Plan.

Lynn Avenue Pedestrian Path
The proposed garden and path project, along with Howes Play Lot, would create a unique greenway with a sequence of experiences.

A summary of existing conditions will be prepared, based on site visits, and on the work of the land surveyor, the Geologist and toxicologist, the soil lab report, and the project Arborist.

During the Community Engagement process, existing local recreation opportunities in the neighborhood will be assessed and evaluated, to allow informed consideration of possible new passive and active recreation programming. A Site Assessment and Analysis will then be developed based upon the public meeting notes and Town staff input. Constraints and opportunities will be presented for optional passive and active recreation uses. This analysis will include review of Town policies and maintenance capabilities.

The final Concept Plan will show proposed site programs, locations, approximate scale, and relationships between programs.

The 35% Design Plan will include a Cost Opinion, a Phasing Plan, and a range of possible timelines.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Concept Design Alternatives
Our process for this phase of design will be to prepare several alternative plans or concepts to elicit ideas and comments from the audience of neighbors and other interested participants. The result may be the selection one or another of alternative ideas or some combination of ideas into a preliminary plan.
35% Design Documents
Based on comments at the public meetings as well as any comments received by mail or email, we will synthesize the ideasfrom the public as well asthose from the Town and our own into one or more options or alternative plans. These will be reviewed with Town staff for consistency of intent with the comments and feasibility with project requirements. Important design details will be developed and included as part of the 35% project documents.

Subconsultant Fees
Fees shown for this phase include fees for our subconsultant landscape architects, Christian Macke and Sofia Zander.

Deliverables: Final Concept Plan; 35% Design Plan, 35% Cost Opinion; project Phasing Plan.

Optional Report deliverable: Master Plan design report.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Task 5 – Final Design and Construction Documents – Not included in Contract Scope for this task has not yet been developed.

Task 6 – Bid Award and Construction Administration – Not included in Contract Scope for this task has not yet been developed.

Optional Tasks – Not included in Contract
Optional Task A - Pinehurst Community Garden – Risk Assessment and Statistical Analysis Forthe Pinehurst Community Garden site, most proposed planting will be in raised planter beds.

The design of the raised beds allows for very low risks from any remnant soil pesticides (Organochlorine pesticides) due to the ease of installing a soil cap and importing soil as a growing medium.

Our preliminary site assessment has indicated that the site would benefit from tree crops, which form a good buffer at neighboring properties, and provide more definition and interest to many gardens. At the same time, our review of PG&E’s Impact Letter (dated 2/3/2023) indicates that this would be acceptable along the border of the transmission line right-of-way, so long as such trees are dwarf species no taller than 10-feet.

For tree planting specifically, a Risk Assessment and Statistical Analysis performed by Ninyo & Moore could provide the Town with some environmental liability protection. If the Risk Assessment outcome is unfavorable, the result would provide guidance to not plant trees, and if the outcome is favorable, it would provide some liability protection. Tree crops, in theory, could benefit from a Risk Assessment. Be aware that most tree fruits and crops are not the locus where toxins are found, as they tend to concentrate in tree leaves and other parts of the anatomy. If the risk assessment demonstrates the site to be unsafe, we would work with Ninyo & Moore to propose and evaluate solutions such as complete soil remediation (excavation and disposal), capping of toxic soil areas, and limiting garden use to only raised planters.

We are showing an optional task for Ninyo & Moore to prepare a Risk Assessment and Statistical Analysis. Optional Task 1 would include sampling of 10 new borings, laid on a grid, with collection of two samples per boring, to have sufficient data set for a statistical analysis. By proposing likely future crops, the analysis would allow us to complete a risk assessment of those crops, yielding the probability that a toxin of concern would reach that crop or would reach a garden user.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Risk Assessment and Statistical Analysis fee, for the Pinehurst Community Garden on the West parcel only, including 10 new borings and 20 samples, with subconsultant Ninyo & Moore is shown in the Fee Summary Table. Figures include 10% prime management fee.

Optional Task B - Illustrated Perspective Renderings (for either or both projects) Optional Task C - Lynn Avenue Pedestrian Pathway Master Plan design report Topics of discussion would include project Goals and Objectives; Site Analysis and Existing Conditions; Master Plan including organizing ideas, parking, circulation, buffers at neighboring properties, noise, and lighting; Program Development; Facilities Development; and Development Phasing, Schedule and Costs. See narrative description above for more details.

Standard Project Procedures and Disclaimers
Submittal to Planning Department or Planning Commission is not within scope.

CEQA, NEPA, Environmental or other regulatory permitting is not within scope.

C.3 stormwater calculations and mitigations, and preparation of stormwater control plans are not included, and no civil engineering work is within scope.

Structural engineering, inclusive of wall design, is not within scope.

LEED, SITES, GreenPoint, and Bay-Friendly certifications have not been included.

Section 508 Document Remediation services are not within scope.

Additional revisions will be charged at hourly rates; as stated elsewhere in this proposal; or as agreed with client.

Project is subject to review by only those agencies and entities explicitly noted in this proposal.

Additional meetings, site visits, submittals, and revisions shall be billed at hourly rates shown on Fee Worksheet.

Only those subconsult tasks and fees shown have been included in this proposal. Other subconsultant tasks are excluded, including but not limited to civil engineering, architecture, electrical engineering, geotechnical engineering, structural engineering, environmental permitting, CASp access consulting, and irrigation design.

If significant findings are made regarding the existing site conditions that affect the scope of the landscape architect’s work, the contract scope and fee shall be re-negotiated.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Fee Summary
Pinehurst Community Garden Design (CIP No. 831-4610)
Task number Task Name Lump Sum Fee
1 Project Management $ 3,038
2 Site Analysis $ 1,355
2A Topographic & Boundary Survey $ 3,080
2B Consulting Certified Arborist Services $ 1,465
2C Supplemental Soil Toxicology Analysis $ 13,200
3 Community Engagement $ 12,125
4 Conceptual Design and 35% Design $ 32,995
LUMP SUM TOTAL $ 67,258
Direct Costs, maximum not-to-exceed $ 850
TOTAL PROJECT FEE $ 68,108
Items not included in this current contract
Optional Task A Pinehurst Community Garden – Risk Assessment and Statistical Analysis
$ 44,000
Optional Task B Illustrated Perspective Renderings, fee per rendering $ 4,000 Fee Summary
Lynn Avenue Pedestrian Path Design (CIP No. 832-4510)
Task number Task Name Lump Sum Fee
1 Project Management $ 3,038
2 Site Analysis $ 1,195
2A Topographic & Boundary Survey $ 3,630
2B Consulting Certified Arborist Services $ 1,465
3 Community Engagement $ 12,125
4 Conceptual Design and 35% Design $ 32,995
LUMP SUM TOTAL $ 54,948
Direct Costs, maximum not-to-exceed $ 500
TOTAL PROJECT FEE $ 55,448
Items not included in this current contract
Optional Task B Illustrated Perspective Renderings, fee per rendering $ 4,000 Optional Task C Master Plan design report $ 10,000
All fees shown include prime consultant management fees of subconsultants.

Dillingham Associates
Agreement for Consultant Services EXHIBIT A
Schedule

1. Project Start-up / Project Management
Project start date anticipated in July 2023. Start-up tasks duration of (6) weeks. Project management tasks continue throughout project.

Provide regular updates to the Town’s project manager, including a coordination meeting with Town and other agencies involved, meeting agendas and minutes. Conduct field visits and site analysis as well as reviewing project existing documents to fully understand project background and to develop a work plan.

2. Topo Survey and Soil Analysis
Allow (1) month, Concurrently withTask 1. Start July 2023

3. Community Engagement
Allow (3) months. Concurrently withTask 4. Start September 2023 Assistance in outreach efforts; facilitation of community meetings (both in-person and video); presentation of design concepts and graphics to the public.

4. Conceptual Design Options
4A. Conceptual Design Options:

Allow (1) month. Start September 2023 Comment and
Feedback Turnaround
Allow (2) weeks for comments and feedback turnaround
Document Revisions after Commentsfrom Community andTown Parks Commission Allow (2) weeks for comments and feedback turnaround
4B. 35% Design
Allow (10) weeks. Start January 2024 Design Package
Submittal
Comment and Feedback Turnaround
Allow (2) weeks for comments and feedback turnaround
Document Revisions after Commentsfrom Community andTown Parks Commission Allow (2) weeks for comments and feedback turnaround

5. Contract Completion
April 2024

PREPARED BY: Katy Nomura
Assistant Town Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 5
DATE: June 8, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Issue a Request for Qualifications (RFQ) for Revenue Ballot Measure Consulting Services
RECOMMENDATION:

Authorize the Town Manager to issue a Request for Qualifications (RFQ) for revenue ballot measure consulting services.

BACKGROUND:

On January 24, 2023, the Town Council determined their Strategic Priorities for 2023-2025, which included exploring new revenue opportunities and curing the forecasted structural deficit.

Over the years, the Town has added the following additional revenues in an incremental and diversified way:
 November 2016 Measure T increased the Transient Occupancy Tax (TOT) from 10 percent to 12 percent. The 2% increase raises approximately $400,000 annually in additional revenue.
 November 2018 Measure G creates a 1/8 cent dedicated district sales tax for a 20-year period. The adoption of the dedicated tax provides approximately $1,000,000 annually in additional revenue.
 In February 2019, Council approved an Ordinance allowing regulated short-term rentals subject to TOT. Approximately $80,000 of additional TOT is collected annually.  In June 2019, Council voted to annex 24 unincorporated County pockets. This action results in approximately $1,000,000 in property taxes remaining in the Town instead of being diverted to the County.

PAGE 2 OF 2
SUBJECT: Revenue Ballot Measure Request for Qualifications DATE: June 8, 2023
BACKGROUND (continued):
 November 2022 Measure J increased business license taxes for the first time since 1991, raising approximately $1,100,000 annually in additional revenue.

DISCUSSION:

In an effort to explore new revenue opportunities to address the forecasted deficits, the next opportunity for a revenue ballot measure is in 2024. Revenue ballot measure consulting services provide public opinion research, polling, public information and engagement strategies, ballot measure recommendations, and overall support if a ballot measure is pursued. While the specifics of any potential revenue ballot measure are still to be determined, it is recommended to begin the RFQ process now so that a consultant can be brought on in a timely fashion to conduct polling, research, and public engagement to better inform the process. Staff will work with the Finance Commission and Council in determining any potential revenue ballot measure option(s).

CONCLUSION AND NEXT STEPS:

To better inform any potential revenue ballot measure considerations, it is recommended that Council authorize the Town Manager to issue a RFQ for revenue ballot measure consulting services. Based on the results of the RFQ process, staff will return to Council with a recommendation to authorize an agreement with the selected consultant.

COORDINATION:

This staff report was coordinated with the Town Manager, Town Attorney, and Director of Finance.

FISCAL IMPACT:

There is no cost associated with issuing the RFQ.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachment:

1. Draft Revenue Ballot Measure Consulting Services RFQ

ATTACHMENT 1

TOWN OF LOS GATOS
TOWN MANAGER’S OFFICE
(408) 354-6832 Fax (408) 399-5786
Date
RE: REQUEST FOR QUALIFICATIONS FOR A REVENUE BALLOT MEASURE CONSULTANT FOR

THE TOWN OF LOS GATOS
NOTICE INVITING PROPOSALS:

The Town of Los Gatos is seeking the services of a qualified consulting firm (Consultant) to provide revenue ballot measure consulting services. Any Statement of Qualifications will be received electronically by the Town Manager’s Office via email at [email protected], and must be received by Day of Week, Date by Time p.m.

SCOPE OF SERVICES:

The primary function of the Consultant is to:
 Provide professional public opinion research and polling consultant services to assess the community’s perspectives on potential revenue ballot measures.  Develop and implement a public information strategy to inform and effectively engage with the public regarding budget realities and challenges in preparation of a potential revenue ballot measure.
 Develop recommended revenue ballot measures based on the results of the research and polling for the Town Council’s consideration, including analysis of viability, risks, opportunities, recommended messaging, and recommended outreach activities.  Should the Town Council decide to pursue a revenue ballot measure, the Consultant would also:
o Conduct follow-up surveys, polling, or public engagement as needed. o Refine the ballot question and relevant materials in collaboration with the Town Attorney, Town Manager, and Town staff.

BACKGROUND:

The Town of Los Gatos is nestled at the base of the Sierra Azules, and is located approximately 60 miles south of San Francisco, in the southwestern portion of Santa Clara County where the Santa Clara Valley meets the lower slopes of the Santa Cruz Mountains. This beautiful setting is home to approximately 30,000 people, a diverse economy, and excellent schools.

Over 3,000 businesses serve the residents and act as a destination point for visitors who are attracted to its restaurants, hotels and variety of shops within a pedestrian oriented downtown setting. The Town is also an inclusive community with the full mix of ages, family sizes and incomes. Los Gatos has many parks and greenbelt areas, as well as a vibrant downtown area,

CIVIC CENTER
110 E. MAIN STREET
LOS GATOS, CA 95030

RFQ – Ballot Measure Consulting Services
June 8, 2023

with Downtown Los Gatos listed on the National Register of Historic Places.

While the Town has successfully adopted balanced annual budgets, it is recognized that additional revenue sources may be necessary to continue the Town’s high levels of service into the future. The Town Council identified “Prudent Financial Management” as one of the Town’s strategic priorities, which includes exploring new revenue opportunities.

QUALIFICATIONS:

The Consultant, and assigned key personnel, will meet the following minimum qualifications:
 Demonstrated experience implementing successful revenue ballot measures.  Expertise in conducting revenue ballot measure polling, surveys, and engagement that is representative and inclusive.
 Strong project management and communication skills, with the ability to communicate effectively with diverse populations.
 At least three references from clients, preferably in the San Francisco Bay Area, where the firm supported a successful revenue ballot measure.

SUBMITTAL REQUIREMENTS:

One copy of your qualifications should be submitted electronically to the Town Manager’s Office via email at [email protected], and must be received by Day of Week, Date by Time p.m. It is the Consultant’s sole responsibility to ensure that their information is received on or before the submittal deadline. The Consultant bears all risks and delays associated with delivery of their Statement of Qualifications in response to this RFQ. The selected firm should be knowledgeable and experienced in scientific polling and successful revenue ballot measures.

A Statement of Qualifications shall include the following information:
 Introduction: Include a statement of interest and pertinent introductory information.  Experience: Include a list of relevant past, recently completed, and/or on-going projects that would substantiate the experience of the Consultant and key personnel who would provide service to the Town of Los Gatos.
 Qualifications: Name and phone number of contact person and/or project manager; qualifications that demonstrate of those individuals to successfully provide the services described in this RFQ; a reference list with names, addresses, phone numbers, business relationship, and a brief description of the project; and any current litigation you are involved with regarding your professional service and/or any litigation within the past 10 years. Include a short resume for any individuals who will be providing service to the Town.
 Organization: The total number of staff who will provide the required services and their role(s), and information on the availability of these individuals to perform on short notice and under time constraints.
 Project Approach: A statement of understanding of the nature and extent of the services required and an outline of how services will be performed, including a draft timeline and a statement of any anticipated constraints, problems, and issues that might occur during execution of the services, and suggested approaches to resolving them.

RFQ – Ballot Measure Consulting Services
June 8, 2023

 Costs: Estimated hours and fee estimates for the required services, including attendance in-person and/or remotely at meetings and hearings.
 Attachments: The following attachments are incorporated into the Request for Qualifications and those marked “For Submittal” should be included:
o ATTACHMENT 1 – CONFLICT OF INTEREST STATEMENT (FOR SUBMITTAL) o ATTACHMENT 2 – REFERENCES (FOR SUBMITTAL)
o ATTACHMENT 3 – STATEMENT REGARDING INSURANCE COVERAGE AND WORKER’S COMPENSATION INSURANCE ACKNOWLEDGMENT CERTIFICATE (FOR

SUBMITTAL)
o ATTACHMENT 4 – SAMPLE CONSULTANT SERVICES AGREEMENT (INFORMATION)  Any requested changes to this agreement should be identified and included.
 Signatories: If a proposal is being made by an individual, it must be signed with the full name of the individual and include their address. If a Statement of Qualifications is being made by a partnership, it must be signed with a partnership name and by the authorized general partner. If a Statement of Qualifications is being made by a joint venture, it must include the full name, address, and signature of each member of the joint venture. If a Statement of Qualifications is being made by a corporation, it shall be signed by two officers with signing authority. Any Statement of Qualifications must be signed and dated with the full name of the individual(s) authorized on behalf of the consultant to submit a proposal for the scope of services included in the RFQ.

INSURANCE COVERAGE:

If applicable, identify carriers, types, and limits of insurance carried. If selected by the Town, the Consultant shall maintain minimum coverage requirements for commercial general liability, automobile liability, professional liability, and workers’ compensation as specified in the Consultant Services Agreement unless waived by the Town Attorney. The Consultant may achieve the required limits and coverage through a combination of primary and excess or umbrella liability insurance provided such policies result in the same or greater coverage as the coverages required by Town, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. If selected by the Town, the Consultant shall cause the insurance policies required herein to include the Town, and their respective officials, officers, employees, and volunteers as additional insureds for claims caused in whole or in part by the Consultant’s negligent acts or omissions. The Consultant shall provide certificates of insurance to the Town that evidence compliance with the above.

SELECTION CRITERIA:

The following criteria are among those that will be used to evaluate the submitted Statements of Qualifications:

1. Professional competence and track record in scientific polling and successful revenue ballot measures.

2. Experience of personnel who will be providing services.

3. If a joint venture, the track record of team members experience working together.

RFQ – Ballot Measure Consulting Services
June 8, 2023

4. Experience working with local government agencies, the general public, and the media.

5. The Statement of Qualifications should clearly demonstrate the Consultant’s understanding of the Town’s overall objectives.

6. Ability to produce a high-quality report that is readable and implementable with high quality graphics and/or photos.

7. Clear approach as to how the Consultant will interact with the Town.

8. Ability to complete products in a timely manner and/or within an agreed upon time frame.

9. Experience with recent local government ballot measures in the San Francisco Bay Area desirable.

10. The Town’s ability to accommodate requested changes to the Town’s standard contract for services.

11. Review of references.

SELECTION PROCEDURE:

Town staff will review the submitted Statements of Qualifications. Staff will interview the firm(s) or consulting team(s) with the top Statements of Qualifications and will select the most qualified Statement of Qualifications. Once the consulting contract and fee are negotiated, staff will recommend approval of the contract to the Town Council.

CONFLICT OF INTEREST:

Respondents to this Request for Qualifications do so with the understanding that consultants to the Town owe their professional responsibility solely to the Town. Consultants shall not have or obtain any holding or interest within the Town of Los Gatos. Consultants shall have no business holdings or agreements with any individual member of the staff or management of the Town or its representatives nor shall they enter into any such holdings or agreements. In addition, consultants must warrant that as of the time of entering a contract they do not have and shall not acquire any direct or indirect interest adverse to those of the Town with regard to the services that are the subject of this RFQ. Consultants shall immediately disassociate themselves from such an interest should they discover they exist and shall, at the Town's sole discretion, divest itself of such interest. Consultants shall not knowingly and shall take reasonable steps to ensure that they do not employ a person having such an interest in the performance of an agreement contemplated by this RFQ. If after employment of a person, consultants discover they have employed a person with a direct or indirect interest that would conflict with its performance of such agreement, consultants must promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

PUBLIC RECORD:

All responses to this RFQ become property of the Town and will be kept confidential, subject to the requirements of the California Public Record Act, until a recommendation for award of a contract has been announced. Submittals are subject to public inspection and disclosure under the California Public Records Act. (Cal. Govt. Code sections 7920.000 and following). Unless the

RFQ – Ballot Measure Consulting Services
June 8, 2023

information is exempt from disclosure by law, the content of any proposal, request for explanation, or any other written communication between the Town and any Consultant, and between Town employees or consultants, regarding the procurement, shall be available to the public. In any event, the Town shall have no liability to Consultant for making disclosures required by the California Public Records Act or other law, court order, legal proceeding discovery request, investigative demand, subpoena, or order from a regulatory body having jurisdiction over either of the parties. Nothing contained herein shall be construed as requiring or obligating the Town to withhold information in violation of the California Public Records Act or other laws.

SUBMITTAL OF PROPOSALS:

Submit proposals and supporting materials to:

Ms. Katy Nomura
Assistant Town Manager
Town Manager’s Office
Town of Los Gatos
Address
Los Gatos, CA 95030
If you have any questions concerning this matter, please contact Assistant Town Manager Katy Nomura at (408) 354-6832 or [email protected] between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday.

This Request for Qualifications is not a contract or a commitment of any kind by the Town of Los Gatos and does not commit the Town to award a contract or to pay any costs incurred in the submission of a Statement of Qualifications.

Those who submit a Statement of Qualifications grant the Town of Los Gatos release to copy and reproduce electronically, in whole or in part, all materials submitted for this Request for Qualifications for the Town’s regulatory, administrative, and legal functions, including sharing of information with other governmental entities and for compliance with the California Public Records Act.

Sincerely,
Katy Nomura
Assistant Town Manager

PREPARED BY: Jim Harbin
Superintendent
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Director of Parks and Public Works
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 6
DATE: June 5, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Services with Brightview Tree Care Services, Inc. for Tree Trimming and Maintenance Services in an Amount not to exceed $200,000 in Fiscal Year 2023/24 and Total Five-Year Contract Value of Up to $1,000,000
RECOMMENDATION:

Authorize the Town Manager to execute a five-year Agreement for Services with Brightview Tree Care Services, Inc. for tree trimming and maintenance services in an amount not to exceed $200,000 in Fiscal Year 2023/24 and total five-year contract value of up to $1,000,000.

BACKGROUND:

The Town of Los Gatos contracts tree trimming and removal services to maintain the Town’s trees in streets and parks. Staff reviews these maintenance contracts regularly to ensure that the services provided are being performed satisfactorily, are competitively priced, and continue to meet the Town’s expectations and contract terms. These services allow for basic ongoing management of the Town’s tree inventory with the goals of ensuring tree canopies provide vertical clearance for garbage and recycling pickup, addressing safety concerns, and managing the long-term health of the urban forest.

The current tree trimming contract with Brightview Tree Care Services, Inc. will expire on June 30, 2023.

PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Services with Brightview Tree Services, Inc.

DATE: June 5, 2023
DISCUSSION:

With the existing contract set to expire at the end of this fiscal year, staff initiated a Request for Proposals (RFP) for tree trimming and removals, tree planting and watering, and additional asneeded services such as emergency response. Firms were asked to provide their capability and qualifications across these services and to provide pricing for each category. Four proposals were received on May 8, 2023, with the results presented in Attachment 1.

Staff determined that Brightview Tree Care Services, Inc. is the best qualified and the most cost competitive firm to provide the requested services. Brightview provides tree trimming services to multiple Bay Area municipalities including the City of Campbell and the County of Santa Clara and has provided professional tree care services to the Town for the past five years.

The RFP requested line-item costs for miscellaneous services such as tree planting and watering on an as-needed basis. Staff anticipates the use of these services to re-forest and water newly planted trees in park strips, parks, and median islands throughout the Town, replacing trees that were lost in the 2023 winter storms.

The agreement term allows for continuity of service and maximizes savings by engaging the firm for multiple years. The contract language provides for cancellation should the need arise during the contract term and ties the work to the budget appropriated by the Town Council annually. To accommodate the potential impacts of inflation on the service, the contract allows for annual increases tied to the Consumer Price Index beginning in year two.

CONCLUSION:

With this recommended action, Town Council would authorize the Town Manager to execute a five-year agreement for services with Brightview Tree Care Services, Inc. for tree trimming and maintenance services that are vital to the health of the Town’s trees.

FISCAL IMPACT:

The Adopted FY 2023/24 Operating Budget has sufficient funds for tree maintenance. This action will have no additional fiscal impact.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

PAGE 3 OF 3
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Services with Brightview Tree Services, Inc.

DATE: June 5, 2023
Attachments:

1. Bid Price Sheets

2. Agreement for Services

ATTACHMENT 1

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2

AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 20th day of June 2023 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”), and Brightview Tree Care Services, Inc. (“Service Provider”), identified as a C Corporation and whose address is P.O. Box 31001-2643, Pasadena, CA 91110-2463. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Town sought proposals for the services described in this Agreement, and Service Provider was found to be the lowest responsible supplier for this purchase.

1.2 Service Provider represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1.3 Town desires to engage Service Provider to provide tree trimming maintenance services.

1.4 Service Provider warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Service Provider acknowledges Town has relied upon these warranties to retain Service Provider.

II. AGREEMENT

2.1 Scope of Services. Service Provider shall provide services as described in that certain Proposal sent to the Town on May 8, 2023, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. The effective date of this Agreement shall begin July 1, 2023 and will continue through June 30, 2028 subject to appropriation of funds, notwithstanding any other provision in this agreement.

2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Service Provider represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Service Provider to practice its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2

2.5 Information/Report Handling. All documents furnished to Service Provider by the Town and all reports and supportive data prepared by the Service Provider under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Service Provider in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Service Provider shall not make any of these documents or information available to any individual or organization not employed by the Service Provider or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Service Provider pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Service Provider in connection with other projects shall be solely at Town's risk, unless Service Provider expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Service Provider which is and has been confirmed in writing by Service Provider to be a trade secret of Service Provider.

2.6 Compensation: Base compensation for services shall not exceed $200,000 in Fiscal Year 2023/24, and one million dollars over the five year agreement period. Compensation will be subject to Operating Budget Appropriations. Charges as defined in Exhibit A may be increased annually based on the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount. Payment shall be based upon Town approval of each task.

2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655

2.8 Availability of Records. Service Provider shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Service Provider shall make these records available to authorized personnel of the Town at the Service Provider offices during business hours upon written request of the Town.

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2

2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Service Provider. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2.10 Independent Contractor. It is understood that the Service Provider, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Service Provider may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Service Provider agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Service Provider shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Service Provider or is based on allegations of Service Provider's negligent performance or wrongdoing.

2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are solely to the Town. The Service Provider has and shall not obtain any holding or interest within the Town of Los Gatos. Service Provider has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Service Provider warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Service Provider shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person Service Provider discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement Service Provider shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Service Provider nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2
III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.
ii. Service Provider agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Service Provider shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Service Provider agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

General Liability:
i. The Town, its elected and appointed officials, employees, and agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Service Provider; products and completed operations of Service Provider, premises owned or used by the Service Provider. ii. The Service Provider's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Service Provider's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Service Provider's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2
been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3.3 Workers’ Compensation. In addition to these policies, Service Provider shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement.

Further, Service Provider shall ensure that all subcontractors employed by Service Provider provide the required Workers' Compensation insurance for their respective employees.

3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, employees, and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Service Provider, or any of the Service Provider's officers, employees, or agents or any subcontractor.

IV. GENERAL TERMS

4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4.3 Termination of Agreement. The Town and the Service Provider shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Service Provider shall deliver to the Town all plans, files, documents, reports, performed to date by the Service Provider.

In the event of such termination, Town shall pay Service Provider an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4.4 Prevailing Wages. This project is subject to the requirements of Section 1720 et seq. of the California Labor Code requiring the payment of prevailing wages, the training of apprentices and compliance with other applicable requirements. Contractors and all subcontractors who perform work on the project are required to comply with these requirements. Prevailing wages apply to all projects over $1,000 which are defined as a “public work” by the State of California. This includes: construction, demolition,

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2
repair, alteration, maintenance and the installation of photovoltaic systems under a Power Purchase Agreement when certain conditions are met under Labor Code Section 1720.6. This include service and warranty work on public buildings and structures.

4.4.1 The applicable California prevailing wage rate can be found at www.dir.ca.gov and are on file with the Town of Los Gatos Parks and Public Works Department, which shall be available to any interested party upon request. The contractor is also required to have a copy of the applicable wage determination posted and/or available at each jobsite.

4.4.2 Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime, weekend and holiday pay, and shift pay must be paid pursuant to applicable Labor Code section.

4.4.3 The public entity for which work is being performed or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violations identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

4.4.4 As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, the contractor agrees to present to the TOWN, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the Agency or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

4.4.5 In addition to submitting the certified payrolls and related documentation to the TOWN, the contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and final payment.

4.4.6 No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2

4.4.7 No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

4.4.8 Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the TOWN for any fines assessed by the California Department of Industrial Relations against the TOWN for such violation, including all staff costs and attorney’s fee relating to such fine.

4.4.9 The TOWN shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., the TOWN may continue to hold sufficient funds to cover estimated wages and penalties under the contract.

4.5 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Service Provider.

4.6 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal.

4.7 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Brightview Tree Services, Inc.

P.O. Box 31001-2643
Pasadena, CA 91110-2463
or personally delivered to Service Provider to such address or such other address as Service Provider designates in writing to Town.

4.8 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4.9 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Service Provider. No terms,

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2
conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

Brightview Tree Care Services, Inc.

Agreement for Services ATTACHMENT 2
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager
Recommended by:

Nicolle Burnham
Director of Parks and Public Works
Brightview Tree Services, Inc., by:

Scott Godfrey, Region Vice President
Approved as to Form:
_____________________________________
Gabrielle Whelan, Town Attorney
Attest:
______________________________________
Wendy Wood, CMC, Town Clerk

Agreement Exhibit A
Scope of Services and Bid Price Sheet
Brightview Tree Care Services, Inc.

Agreement for Services COUNCIL MEMO ATTACHMENT 2 Page 73 Agreement Exhibit A
Scope of Services and Bid Price Sheet
Brightview Tree Care Services, Inc.

Agreement for Services COUNCIL MEMO ATTACHMENT 2 Page 74 Agreement Exhibit A
Scope of Services and Bid Price Sheet
Brightview Tree Care Services, Inc.

Agreement for Services COUNCIL MEMO ATTACHMENT 2 Page 75 PREPARED BY: Jim Harbin
Superintendent
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 7
DATE: June 1, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Consider the Following in Support of Tree Trimming and Maintenance:
a. Authorize the Town Manager to Execute a Sixth Amendment to the Agreement for Services with Brightview Tree Care Services, Inc. to Increase Compensation for Fiscal Year 2022/23 in an Amount of $75,000 for a Total Annual Amount Not to Exceed $275,000 and a Total Agreement Amount Not to Exceed $1,174,000; and
b. Authorize a Revenue and Expenditure Budget Adjustment in the Amount of $75,000 from the Available Tree Replacement Deposit Account RECOMMENDATION:

Consider the following in support of tree trimming and maintenance:
a. Authorize the Town Manager to execute a Sixth Amendment to the Agreement for Services with Brightview Tree Care Services, Inc. to increase compensation for Fiscal Year 2022/23 in an amount of $75,000 for a total annual amount not to exceed $275,000 and a total Agreement amount not to exceed $1,174,000; and
b. Authorize a Revenue and Expenditure Budget Adjustment in the amount of $75,000 from the available Tree Replacement Deferred Deposit Account.

BACKGROUND:

The Town of Los Gatos contracts tree trimming and removal services to maintain the Town’s trees in streets and parks. On June 5, 2018, the Town Council authorized the Town Manager to execute a five-year Agreement for Services with Brightview Tree Care Services, Inc. for tree trimming and maintenance services. The original agreement included $247,000 for year one of the agreement and $100,000 annually thereafter.

PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to Execute a Sixth Amendment to the Agreement for Services with Brightview Tree Services, Inc.

DATE: June 1, 2023
BACKGROUND (continued):

On August 7, 2019, Council authorized the Town Manager to execute a first amendment to the Agreement for Services to provide for an additional $100,000 for FY 2019/20 for total annual contract amount for that year not to exceed $200,000.

On June 2, 2020, Council authorized the Town Manager to execute a second amendment to the Agreement for Services to increase compensation for FY 2019/20 and FY 2020/21 in amounts of $47,000 and $147,000 respectively for total annual contract amount for those years not to exceed $247,000.

On May 3, 2022, Council authorized the Town Manager to execute a third amendment to the Agreement for Services to increase compensation for FY 2021/22 in an amount of $25,000 for a total annual contract amount for that year not to exceed $125,000.

On June 7, 2022, Council authorized the Town Manager to execute a fourth amendment to the Agreement for Services to increase compensation for FY 2021/22 in an amount of $30,000 for a total annual contract amount for that year not to exceed $155,000.

On January 17, 2023, Council authorized the Town Manager to execute a fifth amendment to the Agreement for Services to increase compensation for FY 2022/2023 in an amount of $100,000 for a total annual contract amount for that year not to exceed $200,000.

Exhibit A to Attachment 1 provides the original contract and prior amendments.

DISCUSSION:

With this year’s severe storms following a multi-year drought, the damage to the Town’s trees has been unprecedented. The tree service contractor has been working continuously on emergency and emergency follow up work orders for fallen trees and structural pruning needs since the first storm in January. This amendment increases the Brightview Tree Service contract by $75,000 to allow priority and emergency work to continue through the remainder of the fiscal year.

Staff issued a new Request for Proposals for Tree Services in May 2023 and an award of contract is a separate agenda item for this meeting. If Council agrees, the new contract would take effect July 1, 2023.

PAGE 3 OF 3
SUBJECT: Authorize the Town Manager to Execute a Sixth Amendment to the Agreement for Services with Brightview Tree Services, Inc.

DATE: June 1, 2023
CONCLUSION:

Authorize the Town Manager to execute a sixth amendment to the Agreement for Services with Brightview Tree Care Services, Inc. to increase compensation for FY 2022/23 in an amount of $75,000 for a total annual amount not to exceed $275,000 and a total agreement amount not to exceed $1,174,000.

FISCAL IMPACT:

The Adopted FY 2022/23 Operating Budget includes funding within the Streets & Signals Program Budget in the amount of $200,000 for tree trimming. The additional $75,000 funded by the Town Tree Replacement Fund allows for the priority and emergency work to continue through the remainder of the fiscal year.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachments:

1. Sixth Amendment to the Agreement for Services

2. Exhibit A to Attachment 1 - Original Agreement Including the First, Second, Third, Fourth, and Fifth Amendments to Agreement for Services

Brightview Tree Care Services, Inc. – Sixth Amendment to Agreement for Services

SIXTH AMENDMENT TO AGREEMENT
This SIXTH AMENDMENT TO AGREEMENT is dated for identification this 20th day of June 2023 and amends that certain Fifth Amendment to Agreement for Services dated February 3, 2023, made by and between the Town of Los Gatos, ("Town,") and Brightview Tree Services, Inc. (“Service Provider”) identified as a C Corporation and whose address is P.O. Box 31001-2643, Pasadena, CA 91110-2463.

RECITALS
A. Town and Service Provider entered into a Agreement for Services on June 5, 2018, (“Agreement”), a First Amendment to Agreement for Services on August 20, 2019, a Second Amendment to Agreement for Services on June 2, 2022, a Third Amendment to Agreement for Services on April 18, 2022, a Fourth Amendment to Agreement for Services on June 25, 2022, and a Fifth Amendment to Agreement for Services on February 3, 2023, copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement for Services to provide additional funds for FY 2022/23.

AMENDMENT

1. 2.6 Compensation – amendment shall read:

Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.

Compensation for year 2 (Fiscal Year 2019/20) of this agreement was $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 3 (Fiscal Year 2020/21) of this agreement was $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 4 (Fiscal Year 2021/22) of this agreement shall increase $30,000, for a total amount not to exceed $155,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI).

The adjustment shall be based upon the CPI published on December 31 of the preceding year.

ATTACHMENT 1

Brightview Tree Care Services, Inc. – Sixth Amendment to Agreement for Services Compensation for year 5 (Fiscal Year 2022/23) of this agreement shall increase an additional $75,000 for a total amount not to exceed $275,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

The total agreement amount shall not to exceed $1,171,000.

2. Section 3.1 Minimum Scope of Insurance is amended to read as follows:

Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than:
two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

3. All other terms and conditions of the Agreement remain in full force and effect IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos: Approved as to Consent:
_______________________________ ______________________________ Laurel Prevetti, Town Manager Scott Godfrey, Region Vice President Department Approval:
_______________________________________
Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, Town Clerk

Brightview Tree Care Services, Inc. – Fifth Amendment to Agreement for Services

FIFTH AMENDMENT TO AGREEMENT
This FIFTH AMENDMENT TO AGREEMENT is dated for identification this 3 rd day of
February 2023 and amends that certain fourth Amendment to Agreement for Services dated June 25, 2022, made by and between the Town of Los Gatos, ("Town,") and Brightview Tree Services, Inc. (“Service Provider”).

RECITALS
A. Town and Service Provider entered into a Agreement for Services on June 5, 2018, (“Agreement”), a First Amendment to Agreement for Services on August 20, 2019, a Second Amendment to Agreement for Services on June 2, 2022, a Third Amendment to Agreement for Services on April 18, 2022, a Fourth Amendment to Agreement for Services on June 25, 2022 copies of which are attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town desires to amend the Agreement for Services to provide additional funds for FY 2021/22.

AMENDMENT

1. 2.6 Compensation – amendment shall read:

Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.

Compensation for year 2 (Fiscal Year 2019/20) of this agreement was $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 3 (Fiscal Year 2020/21) of this agreement was $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 4 (Fiscal Year 2021/22) of this agreement shall increase $30,000, for a total amount not to exceed $155,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI).

The adjustment shall be based upon the CPI published on December 31 of the preceding year.

DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4 EXHIBIT A Page 81

Brightview Tree Care Services, Inc. – Fifth Amendment to Agreement for Services Compensation for year 5 (Fiscal Year 2022/23) of this agreement shall increase $100,00 for a total amount not to exceed $200,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI).

The adjustment shall be based upon the CPI published on December 31 of the preceding year.

The total agreement amount shall not to exceed $1,096,000.

2. All other terms and conditions of the Agreement remain in full force and effect IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos: Approved as to Consent:
_______________________________ ______________________________ Laurel Prevetti, Town Manager Fred Freund, Division President Department Approval:
_______________________________________
Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, Town Clerk
DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

ATTACHMENT 1
DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

BrightView Tree Care Services Inc. – Third Amendment to Agreement for Services

THIRD AMENDMENT TO AGREEMENT FOR SERVICES
This THIRD AMENDMENT TO AGREEMENT is dated for identification this 18th day of April 2022 and amends that certain Second Amendment to Agreement for Services dated June 2, 2020, made by and between the Town of Los Gatos, ("Town,") and BrightView Tree Care Services Inc. (“Service Provider”).

RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 5, 2018, (“Agreement”), and a First Amendment to Agreement for Services on August 20, 2019, and a Second Amendment to Agreement for Services on June 2, 2020, copies of which are attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town desires to amend the Agreement for Services to provide additional funds for FY 2021/22.

AMENDMENT

1. 2.6 Compensation – amendment shall read:

Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.

Compensation for year 2 (Fiscal Year 2019/20) of this agreement was $247,000. and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 3 (Fiscal Year 2020/21) of this agreement was $247,000, and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 4 (Fiscal Year 2021/22) of this agreement shall increase $25,000, for a total amount not to exceed $125,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI).

The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100,000.

DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

BrightView Tree Care Services Inc. – Third Amendment to Agreement for Services

Compensation for year 5 (Fiscal Year 2022/23) of this agreement shall remain the same:
a total amount not to exceed $100,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI).

The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100,000.

The total agreement amount shall not to exceed $966,000.

2. All other terms and conditions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.

Town of Los Gatos BrightView Tree Care Services Inc. by:

By: _______________________________ ______________________________ Laurel Prevetti, Town Manager
______________________________
Name/Title
Attest:
______________________________
Department Approval:
_______________________________________
Timm Borden
Interim Director of Parks and Public Works
Approved as to Form:
______________________________
Robert Schultz, Interim Town Attorney Shelley Neis, CMC, Town Clerk DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC Michael Black / General Manager
5/16/2022
5/16/2022
5/17/2022
5/17/2022
5/17/2022
DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

BrightView Tree Care Services Inc. – Second Amendment to Agreement for Services

SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This SECOND AMENDMENT TO AGREEMENT is dated for identification this 2ND day of June 2020 and amends that certain First Amendment to Agreement for Services dated August 20, 2019, made by and between the Town of Los Gatos, ("Town,") and BrightView Tree Care Services Inc. (“Service Provider”).

RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 5, 2018, (“Agreement”), and a First Amendment to Agreement for Services on August 20, 2019, copies of which are attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town desires to amend the Agreement for Services to provide additional funds for FY 2019/20 and 2020/21.

AMENDMENT

1. 2.6 Compensation – amendment shall read:

Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.

Compensation for year 2 (Fiscal Year 2019/20) of this agreement shall increase $47,000, for a total annual amount not exceed $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for year 3 (Fiscal Year 2020/21) of this agreement shall increase $147,000, for a total annual amount not exceed $247,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for years 4 and 5 (Fiscal Years 2021/22 and 2022/23) of this agreement shall not exceed $100,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

DocuSign Envelope ID: C01F6C1B-521B-4630-B3FA-8EFFD2AE3C42 DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

BrightView Tree Care Services Inc. – Second Amendment to Agreement for Services

If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100,000.

The total agreement amount shall not to exceed $941,000.

2. All other terms and conditions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.

Town of Los Gatos BrightView Tree Care Services Inc. by:

By: _______________________________ ______________________________ Laurel Prevetti, Town Manager
______________________________
Department Approval: Name/Title
_______________________________________
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________ Robert Schultz, Town Attorney Shelley Neis, CMC, Town Clerk DocuSign Envelope ID: C01F6C1B-521B-4630-B3FA-8EFFD2AE3C42 General Manager
6/18/2020
6/22/2020
6/22/2020
6/22/2020
DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

AGR lq• 150
IHH

FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This FIRST AMENDMENT TO AGREEMENT is dated for identification this 20' t' day of August 2019 and amends that certain Agreement for Services dated June 5, 2018, made by and between the Town of Los Gatos, (" Town,") and BrightView Tree Care Services Inc. (" Service Provider").

RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 5, 2018, Agreement"), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. Town desires to amend the Agreement for Services to provide additional funds for FY 2019/ 20.

AMENDMENT

1. 2. 6 Compensation shall read: Compensation for the first year shall not exceed $ 247, 000, inclusive of all costs. Payment shall be based upon Town approval of each task.

Compensation for year two of this agreement shall not exceed $ 200, 000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco — Oakland — San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.

Compensation for years three through five of this agreement shall not exceed $ 100, 000 annually and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco — Oakland — San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items ( CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100, 000.

2. All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.

Town of Los Gatos
BY._/
laurel Prevetti, Town Manager
Department Approval:
0 Mat Morley
Director of Parks and Pu lic W rks
Approved as to Form:

Robert Sc u z, Town Attorney
2of2
BrightView Tree Care Services Inc. —First Amendment to Agreement for Services BrightViewTree Care Services Inc. by:

Name/ Title
Attest:

Shelley Neis, CIVIC, To Jerk,
DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

AGR_lS IY,:j_
AGREEMENT FOR SERVICES IHH ____ _
THIS AGREEMENT is dated for identification this 5th of June 2018 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and BrightView Tree Care Services, ("Service Provider"), whose address is 530 Aldo Avenue, San Jose, CA 95054. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desires to engage Service Provider to provide tree trimming maintenance services.

1.2 The Service Provider represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1.3 Service Provider warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Service Provider acknowledges Town has relied upon these warranties to retain Service Provider.

2.1 2.2

2.3 2.4

2.5 It. AGREEMENT
Scope of Services. Service Provider shall provide services as described in that certain Proposal sent to the Town on April 25, 2018, which is hereby incorporated by reference and attached as Exhibit A.

Term and Time of Performance. The effective date of this Agreement shall begin on July 1, 2018 and will continue through June 30, 2023, subject to appropriation of funds, notwithstanding any other provision in this agreement.

Compliance with Laws. The Service Provider shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Service Provider represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Service Provider to practice its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town oflos Gatos.

Sole Responsibility. Service Provider shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

Information/Report Handling. All documents furnished to Service Provider by the Town and all reports and supportive data prepared by the Service Provider under this Agreement are the Town's property and shall be delivered to the Town upon the completion of services or Agreement for Services - BrightView Tree Care Services

DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

at the Town' s written request. All reports, information, data, and exhibits prepared or assembled by Service Provider in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Service Provider shall not make any of these documents or information available to any individual or organization not employed by the Service Provider or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Service Provider pursuant to this Agreement are for the purpose of evaluating a defined project, and Town' s use of the information contained in the reports prepared by the Service Provider in connection with other projects shall be solely at Town' s risk, unless Service Provider expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Service Provider which is and has been confirmed in writing by Service Provider to be a trade secret of Service Provider.

2. 6 Compensation. Compensation for services shall not exceed $ 247, 000 for the first year, inclusive of all costs. Payment shall be based upon Town approval of each t k.

Compensation for years two through five of this agreement shall not exceed $100,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco — Oakland — San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items ( CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $ 100, 000.

2. 7 Failure to Perform. It is mutually agreed by SERVICE PROVIDER and TOWN that in the event that performance of the work by SERVICE PROVIDER under this Agreement is not completed as scheduled, TOWN will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, SERVICE PROVIDER shall pay to TOWN the sum of one hundred dollars ($ 100. 00) per location per scheduled service in liquidated damages for every missed service beyond three missed services in a month in addition to reducing the monthly payment by the cost of that service. In the event that the liquidated damages are not paid, SERVICE PROVIDER agrees that TOWN may deduct the amount of unpaid damages from any money due or that may become due to SERVICE PROVIDER under this Agreement.

2. 8 Schedule. Service Provider shall provide a schedule to the Town prior to beginning work.

The schedule shall identify dates of service for each location. Schedule changes shall be approved by the Town with 24- hour notice. Each missed location shall be considered a failure to perform, unless the contractor provides advance notice of schedule change.

2. 9 Billin¢. Billing shall be monthly by invoice within thirty ( 30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Agreement for Services — BrightView Tree Care Services
DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

Payment shall be net thirty ( 30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P. O. Box 655
Los Gatos, CA 95031- 0655

2. 10 Availability of Records. Service Provider shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Service Provider shall make these records available to authorized personnel of the Town at the Service Provider offices during business hours upon written request of the Town.

2. 11 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Service Provider. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2. 12 Independent Service Provider. it is understood that the Service Provider, in the performance of the work and services agreed to be performed, shall act as and be an independent Service Provider and not an agent or employee of the Town. As an independent Service Provider, he/ she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee( s). With prior written consent, the Service Provider may perform some obligations under this Agreement by subcontracting but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Service Provider agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Service Provider shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Service Provider or is based on allegations of Service Provider' s negligent performance or wrongdoing.

2. 13 Conflict of Interest. Service Provider understands that its professional responsibilities are solely to the Town. The Service Provider has and shall not obtain any holding or interest within the Town of Los Gatos. Service Provider has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Service Provider warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town' s sole discretion, divest itself of such interest. Service Provider shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person Service Provider discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement Service Provider shall promptly notify Town of this Agreement for Service$ - Brightyiew Tree Care Services

DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

employment relationship, and shall, at the Town' s sole discretion, sever any such employment relationship.

2. 14 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Service Provider nor its subService Providers do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

Ill. INSURANCE AND INDEMNIFICATION

3. 1 Minimum Scope of Insurance:

Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/ her and his/ her firm to an amount not less than: one million dollars ($ 1, 000, 000) combined single limit per occurrence for bodily injury, personal injury and property damage.
ii. Service Provider agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/ her and his/ her staff to an amount not less than one million dollars ($ 1, 000, 000) combined single limit per accident for bodily injury and property damage. iii. Service Provider shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Service Provider agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

General Liability:

The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf ofthe Service Provider; products and completed operations of Service Provider, premises owned or used by the Service Provider. ii. The Service Provider' s insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Service Provider' s insurance and shall not contribute with it.

Agreement for Services — 8rightView Tree Care Services
DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Service Provider' s insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer' s liability.

3. 2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term ofthis agreement with the Town Clerk.

3. 3 Workers' Compensation. In addition to these policies, Service Provider shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement.

Further, Service Provider shall ensure that all subService Providers employed by Service Provider provide the required Workers' Compensation insurance for their respective employees.

3. 4
Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Service Provider, or any of the Service Provider' s officers, employees, or agents or any subService Provider.

IV. GENERALTERMS

4. 1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4. 2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4. 3 Termination of Agreement. The Town and the Service Provider shall have the right to terminate this agreement with or without cause by giving not less than fifteen days ( 15) written notice of termination. In the event of termination, the Service Provider shall deliver to the Town all plans, files, documents, reports, performed to date by the Service Provider.

In the event of such termination, Town shall pay Service Provider an amount that bears the

Agreement for Services- 6rigfrtView Tree Carp Services
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same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Service Provider.

4. 5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney' s fees, including costs of appeal.

4. 6 Prevailing Wages. In accordance with the provisions of Sections 1770 et sea., of the Labor Code, the Director of the Industrial Relations of the State of California has determined the general prevailing rate of wages applicable to the work to be done. Service Provider will be required to pay to all persons employed on the project by the Service Provider sums not less than the sums set forth in the documents entitled " General Prevailing Wage Determination made by the Director of Industrial Relations pursuant to California Labor Code, part 7, Chapter 1, Article 2, Sections 1770, 1773, 1773. 1." These documents may be obtained from the State of California.

Pursuant to Labor Code section 1725. 5, no Service Provider or sub5ervice Provider may be awarded a contract for public works on a public works project unless registered with the Department of Industrial Relations.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations and/ or the Town of Los Gatos.

The Service Provider is required to post notices on Public Works requirements.

4. 7 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos BrightView Tree Care Services
Attn: Town Clerk 530 Aldo Avenue
110 E. Main Street San Jose, CA 95054
Los Gatos, CA 95030
or personally delivered to Service Provider to such address or such other address as Service Provider designates in writing to Town.

4. 8 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any

Agreement for 5ewrces— BrightView Tree Care Services
DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4. 9 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Service Provider. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

Agreement For Services — Bright View Tree Care Services DocuSign Envelope ID: D538F6DD-9257-4FF2-BB46-5E2A7982A8DC DocuSign Envelope ID: ACFE900D-D202-4C9E-9854-1802F98CBEA4

IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager
Recommended by:
tt Morley, Director of Parks and Public
Works
Approved as to Form:

W 5-QQ
Robert Schultz, Town tto ey
Agreemem for Services — BrightView Tree Care Services
Bri View Tree Care Services, Inc. by:

Mike Carter
Vice President J General Manager
Title
Page g of e
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ATTACHMENT D

BID PRICE SHEET
For all services described below, unless excluded by the Town in description of services below, the Town shall consider unit prices below to include all labor, equipment, fees of any kind, overhead, insurance, fuel, materials, surcharges, disposal fees, and any other casts associated with and necessary for the Bidder to perform such service - No qualifications, exemptions, or alterations of services described below will be allowed. Failure to comply will result in disqualification of bid.

A. GENERAL SERVICES

DESCRIPTION, WPFH UNIT UNIT ESTIMATED EXTENDED PRICE
PRICE IN WORDS. (PRICE PRICE UNITS

IS INCLUSIVE OF ALL

APPLICABLE TAXES AND
FEES
Annual routine it -.inn b.based
on n: trimming in pre -designed
I districts. Inds or parks on a so Per -tree 7" H 595 eam S 66, 500. 00 cycle, and includes all trees
mall, medium, and lar e- sized .

Service request tree trimming
consist of trimming trees outside
the grid trimming cycle,

2. o- 6`
Per tree 3 @rnsem S 216
7-.. 12- Per tree 10 @Safi exn 950
13" - Is" Per tree 10 0It" own 1. 450
19 -.. 24' Per tree 20 @fl90 exi, S 4, 700
2i and o, er Per tree 10 0 210 each 2,850
Tree removal ( excludes stump
removal)
3 0' - 6" Per tree 5 a $95 earn S 475
7-- 12 - Per tree 15 ® $ 237 each S 3. 555
13- 18 Per tree 20 RS522 earn S10.440
17 - 24 Per tree 10 0 $760 earn S 7. 800
25" and over
5 ® 51, 920 each 9.6m
Stump removal

0.,- 6. Per stump 5 a$57 earn 285
4 7-- 12" Per stump 15 @ $ 114 each S 1. 710
1 t" - 18' Per stump 20 R $171 each 3.420
10-_ 24" Per stump 10 0$228 each S 2, 280
25' and over Per stump 5 osmzeach S 1. 710
A

SUB- TOTAL- G ENERAL
11774a 00 SERVICES Px 1eor, u EXHIBIT
A
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R _ CREW RENTAL AND EMERGENCY SERVICES
Fully equipped crew as defined. Includes
all labor, equipment, tool, traflk control,
dis osal cosh and aero material marku 1
UNIT
PRICE

ESTIMATED EXTENDED

UNITS PRICE

STRAIGHTTIME
I. 4 Man crew with Equipment Per hour 20 Qi300 S6, 000
2, 3 Man crew with Equipm ni Per hour 40 nR $ 225 9.000

3. 2 Man crew with Equipment Per hour 20 Q 8150 3.000

OV ERTIME/ WEEKENDSIEMERG ENCY

AFTER HOURS CALL OUT

4. 4 Man clew with Equipment Per hour 10 @ $ 350 51800

5. 3 Man crew with Equipment Per hour 10 @ $ 285 2. 850

6. 2 Man crew with Equipment Per hour 20 ® 5190 3, 800
B.

SUB -TOTAL - CREW RENTAL&
EMERGENCY SERVICES 528, 450. Q0
C. OTHER COSTS

DESCRIPTION, WITH UNIT UNIT ESTIMATED EXTENDED PRICE
PRICE IN WORDS. ( PRICE IS PRICE UNITS

INCLUSIVE OF ALL

APPLICABLE TAXES AND
FEES) _
Cost for crown, trees requiring
trimming more than 25ea of
foliage at one nme, or crown
shaping or crown reduction.
l'
041- Per free 3 OS' l2. am S 216
7- 12' Per tree looms S 950
13- 18' Per tree to 06145. arrn S 1, 450
19- 24-' Per tree 10 81m.. tl, S 2, 350
25" and over Per tree 21) 111 S 5, 700
Specialty equipment - 50- ton Per hour 5 05205 each S 1, 325 2- crane per hour Per hour 15 44 S250 win S 3. 750
95- font anal tower per hour
Tice planting and msiillation
services'.

Price includes labor, equipment,
root irrigation device, and
staking; assume trees to be
3, provides by the Town)
Per tree 40 mu3o.« h S 5.200 IS"' gallon Per tree 20 R snow, S 5. 2M 24.. bu Per tree 10 as3sci S 3,aca

16.. box
Per tree 5 gitriorxn S 3, 150
48 box
4 Arbnrist service, & report
Per hour 10 @ 9120 raen S 1200. writmgper hour
Tree watering per day---_

5. Assume I worker watering 8 Per day 40 @ $ 600 oath S 24. 000 hour!----_.-
GPS tree inventory data
6 Per3ree 14000613e. r1,, S42. 000 collection site
SUB - TOTAL - OTHER COST- S 100 491, 00 Fl GRANDTOTAL A* B* C S24666200 P., 11 dll

EXHIBIT A
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Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 8
DATE: June 9, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute an Agreement with Los Gatos Saratoga Community Education and Recreation for Senior Services in the Amount of $225,000
RECOMMENDATION:

Authorize the Town Manager to execute an agreement (Attachment 1) with Los Gatos Saratoga Community Education and Recreation (LGSR) for senior services in the amount of $225,000.

BACKGROUND:

In January 2023, the Los Gatos Town Council endorsed a Senior Services Roadmap (Roadmap) prepared by an interdisciplinary Senior Services Committee appointed by the Town Council.

Over 17 months in the making, the Committee did extensive research, stakeholder outreach, and analysis to identify short-, medium-, and long-term action items to address housing, transportation, engagement, senior services, volunteer opportunities, and other needs of the growing Los Gatos senior population. The Town Council has directed pertinent existing Town Commissions to incorporate the year-one items into their respective work plans, with the Community Health and Senior Services Commission (CHSSC) driving the majority of the Roadmap implementation.

As the guidelines for the use of ARPA funds evolved, the Town has subsequently used the “simplified” approach by allocating ARPA funding to qualifying expenditures specifically to cover Police staffing costs. This has subsequently freed other General Fund dollars for Council priorities. For auditing and other purposes, staff is tracking these General Fund dollars to ensure that grant recipients provide appropriate documentation for the use of the funds. The unallocated proceeds are in the Council Priorities-Economic Recovery Reserve.

In February 2023, the Town Council allocated $225,000 from the unallocated reserve to LGSR to provide senior services for one year. On March 7, 2023, the Town Council asked the CHSSC to determine the essential senior services to be provided for this amount.

PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to Execute an Agreement with Los Gatos Saratoga Recreation for Senior Services in the Amount of $225,000 DATE: June 9, 2023
DISCUSSION:

The CHSSC began discussions of essential senior services at its March 2023 meeting after receiving documentation, including LGSR’s March 2, 2023 recommendations for 55+ Programming (Attachment 2), January 2023 through March 2023 copies of The Print, LGSR’s ARPA Reports for 2022, Attachment F to the Lease Agreement for 208 East Main Street, and other materials.

At its April meeting, the CHSSC appointed Vice Chair Yick and Commissioner Rossman to take the lead on preparing draft recommendations for consideration by the full Commission. At its May meeting, the CHSSC unanimously approved the subcommittee’s recommendations (Attachment 3), which concluded that LGSR is providing programs that are “popular, relevant, and deemed important as evidenced by the record number of members and group activities. It is not possible for the CHSSC to either identify which specific activities are essential.” The CHSSC stated that given the expertise of the LGSR staff that the organization was in the best position to continue to provide programming that met the needs of the 55+ population.

In consideration of the subcommittee’s recommendation, the CHSSC also discussed some of the responses to the questions posed by Chair Blum (Attachment 4). These questions were intended to identify ways to heal the relationship between the Town and LGSR. The CHSSC requested that the Town Council receive these responses as well.

The Commission is also supportive of the Town Council considering additional funding to support LGSR bringing on a case manager to assist seniors with their unique needs. A funding proposal will be considered for final approval by the County Board of Supervisors on June 15, 2023 to allocate $125,000 to the Town of Los Gatos to support Adult Day Services and/or case management for adults aged 60 years and older.

Based on the recommendation of the CHSSC, staff has prepared a draft agreement (Attachment 1) with LGSR to provide senior services for next fiscal year in the amount of $225,00 based on the scope contained in its March 2023 communication to the Town (Attachment 2).

CONCLUSION:

Staff is recommending that the Town Council authorize the Town Manager to execute an agreement (Attachment 1) with Los Gatos Saratoga Community Education and Recreation (LGSR) for senior services in the amount of $225,000.

COORDINATION:

The preparation of this report was coordinated with the Finance Director, Library Director, and the Town Attorney.

PAGE 3 OF 3
SUBJECT: Authorize the Town Manager to Execute an Agreement with Los Gatos Saratoga Recreation for Senior Services in the Amount of $225,000 DATE: June 9, 2023
FISCAL IMPACT:

The Fiscal Year 2023/24 Budget includes the Town Council’s February 2023 action to allocate $225,000 of replacement ARPA proceeds to LGSR for the provision of senior services.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachments:

1. Draft Agreement with Exhibit A - Scope of Services

2. LGSR Recommendations for 55+ Programming (March 2, 2023)

3. CHSSC Recommendation

4. LGSR Responses to CHSSC Chair Blum’s Questions

AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE LOS GATOS-SARATOGA COMMUNITY EDUCATION & RECREATION FOR FISCAL YEAR 2023/2024 THIS AGREEMENT is made and entered into on_________, by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Los Gatos-Saratoga Community Education & Recreation (“LGS Recreation’’), a Joint Powers Agency (Tax ID #77-0415139) whose address is 208 East Main Street, Los Gatos, CA 95030. This Agreement is made with reference to the following facts.

WHEREAS, TOWN appropriated funds in its Fiscal Year 2023/2024 Budget for the allocation of funds, and;
WHEREAS, Town desires to engage LGS Recreation to provide senior services, commonly referred to as the 55 Plus Program, and TOWN has appropriated funds for this purpose, to be utilized during the time period between July 1, 2023, and June 30, 2024, and;
NOW, THEREFORE, the parties agree as follows:

1. Scope of Services. LGS Recreation shall provide services as described in that certain Exhibit A, “Recommendations for Use of Potential 55 Plus Funding,” which is hereby incorporated by reference and attached as Exhibit A.
2 Term and Time of Performance. This contract will remain in effect from July 1, 2023, to June 30, 2024.

3. Compliance with Laws. LGS Recreation shall comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. LGS Recreation represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for LGS Recreation perform the scope of services. LGS Recreation shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

4. No Lobbying. LGS Recreation confirms that the Town funds will not be used for the purpose of lobbying, carrying on propaganda, or otherwise attempting to influence legislation as defined by the United States Internal Revenue Code of 1986.

5. Sole Responsibility. LGS Recreation shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

ATTACHMENT 1

6. Information/Report Handling. All documents furnished to LGS Recreation by the Town and all reports and supportive data prepared by LGS Recreation under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of LGS Recreation’s services or at the Town's written request.

7. Compensation. Compensation for LGS Recreation’s services shall not exceed $225,000, inclusive of all costs. The Town will provide one payment after execution of this Agreement.

8. Availability of Records. LGS Recreation shall maintain the records supporting this billing for at least three years. LGS Recreation shall make these records available to authorized personnel of the Town upon written request of the Town.

9. Annual Report. LGS Recreation shall provide, at a minimum, reports in December 2023 and May 2024, describing the services rendered, including services rendered for the 55 Plus Program, accounting of expenditures of the funds covered by this Agreement; and analytics and data as described in Exhibit A - Scope of Services.

10. Use of Town of Los Gatos Branding and Logo. The Town of Los Gatos will provide branding for the 55 Plus Program including a logo and color palette. The provided branding is property of the Town of Los Gatos and shall only be used by the LGS Recreation for business of and marketing collateral that is executed as a part of the 55 Plus Program.

Use of the logo in social media, print, email, or other form that is not directly related to the 55 Plus Program requires explicit written permission by the Town of Los Gatos.

11. Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to LGS Recreation. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

12. Independent Contractor. It is understood that the LGS Recreation, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. LGS Recreation employees shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the LGS Recreation may perform some obligations under this Agreement by subcontracting but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. LGS Recreation agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. LGS Recreation shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by LGS Recreation or is based on allegations of LGS Recreation’s negligent performance or wrongdoing.

13. Conflict of Interest. LGS Recreation understands that its professional responsibilities are solely to the Town. LGS Recreation has and shall not obtain any holding or interest within the Town of Los Gatos. LGS Recreation has no business holdings or agreements with any

individual member of the staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, LGS Recreation warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. LGS Recreation shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, LGS Recreation discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, LGS Recreation shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship.

14. Minimum Scope of Insurance:
i. LGS Recreation agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.
ii. LGS Recreation agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than two million dollars ($2,000,000) combined single limit per accident for bodily injury and property damage. iii. LGS Recreation shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. LGS Recreation agrees that all certificates and endorsements are to be received and approved by the Town before work commences.

15. General Liability:
i. The Town, its elected and appointed officials, employees, and agents, are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the LGS Recreation; products and completed operations of LGS Recreation, premises owned or used by LGS Recreation. ii. LGS Recreation’s insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its elected and appointed officials, employees, and agents, shall be excess of LGS Recreation’s insurance and shall not contribute with it.

iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its elected and appointed officials employees, and agents.
iv. LGS Recreation's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

16. All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

17. Workers’ Compensation. In addition to these policies, LGS Recreation shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, LGS Recreation shall ensure that all subcontractors employed by LGS Recreation provide the required Workers' Compensation insurance for their respective employees.

18. Indemnification. LGS Recreation shall hold harmless and indemnify the Town its elected and appointed officials, employees, and agents, from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of LGS Recreation, or any of the LGS Recreation's officers, employees, subcontractors, or agents. LGS Recreation shall defend the Town. Its elected and appointed officials, employees, and agents, from and against any such claims.

19. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

20. Governing Law and Venue. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

21. Termination of Agreement. The Town and LGS Recreation shall have the right to terminate this agreement with or without cause by giving not less than one hundred eighty days written notice of termination. In the event of termination, LGS Recreation shall deliver to the Town all plans, files, documents, and reports, prepared to date by LGS Recreation. In the event of such termination, Town shall pay LGS Recreation an amount that bears the same ratio to the maximum contract price as the work delivered to the

Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

22. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and LGS Recreation.

23. No Pledge. This Agreement shall not be interpreted to create any pledge or any commitment by the Town to make any further grants or contributions to LGS Recreation or any other person or entity for this or any other service.

24. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal.

25. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Manager
110 E. Main Street
Los Gatos, CA 95030
LGS Recreation
Attn: Executive Director
208 East Main Street
Los Gatos, CA 95030
or personally delivered to LGS Recreation to such address or such other address as LGS Recreation designates in writing to Town.

26. Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

27. Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and LGS Recreation. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

IN WITNESS WHEREOF, the Town and LGS Recreation have executed this Agreement.

Recommended by:

Ryan Baker, Library Director
Town of Los Gatos by:

Laurel Prevetti, Town Manager

LGS Recreation by:

Executive Director
Approved as to Form:

Gabrielle Whelan, Town Attorney
Attest:

Wendy Wood, Town Clerk

FY 2023/24 55 Plus Program Scope of Services

EXHIBIT A
Los Gatos-Saratoga Community Education & Recreation (LGS Recreation) agrees to provide the following services based on its March 2, 2023 letter to the Town Council as evaluated and endorsed by the Town’s Community Health and Senior Services Commission.

1. Provide 2.0 FTE Staff to Implement the 55 Plus Program:
a. 0.7 FTE Recreation Coordinator,
b. 0.5 FTE Front Office Staff,
c. 0.5 FTE Activity Leader 1, and
d. 0.3 FTE Activity Leader 2.

2. Publish and distribute the monthly “Print” for people over 55.

3. Conduct a quarterly social or dance for people over 55, including the Summer Picnic and Thanksgiving Lunch.

4. Host the virtual “hub” of senior resources on the LGS Recreation website, including reviewing, updating, maintaining, and editing its contents.

5. Support volunteer run programs.

6. Provide 55+ office and phone hours from 9 a.m. to noon during the work week.

ATTACHMENT 2 Page 111

ATTACHMENT 3
To: Los Gatos Town Council
From: Community Health and Senior Services Committee (CHSSC) Subject: Funding of the Los Gatos-Saratoga Recreation 55+Program Date: May 7, 2023
I. Background
LGSRec has been providing Senior Services to the town of Los Gatos through its 55 Plus program since 2009. Historically, LGSRec subsidized the 55 Plus program from the profits of other fee-based programs. In a letter to the Los Gatos Town Manager dated January 13, 2023, LGSRec stated that this was no longer possible and offered three different scenarios for funding (TOP, MID, LOW), seeking a partnership with the Town to sustain core senior services. On February 21, 2023 the Town Council discussed a potential allocation of $225,000 to 55 Plus that was below what was required to execute the LOW plan. On March 2, 2023, LGSRec provided a recommendation of what the 55 Plus program could offer for the next 12 months based on a funding of $225,000. The Town Council on March 7, 2023 directed the CHSSC to meet with LGSRec to review their proposal and determine whether or not it was workable given the goals of the Roadmap developed by the Senior Services Committee. The proposal was a topic of discussion at a meeting of the CHSSC on April 25, 2023 with representatives from LGSRec present. The discussion was spirited. A subcommittee of the CHSSC was formed to determine whether or not the proposal was acceptable to all parties.

II. The Senior Services Roadmap
The Senior Services Committee (SSC) was established by the Town Council in August 2021 to develop a long-term vision and plan for Senior Services provision in Los Gatos. A qualitative assessment of services available in Los Gatos was made and a Senior Services Roadmap was developed. The Roadmap was presented to and endorsed by the Town Council on February 7, 2023. It consisted of seven goals organized into 1 year, 3 years, and 10 years activities and then used these activities to develop specific projects for each goal area. Goal 2, Core Senior Services, called for the town to “ensure continuation of senior adult recreation, social, educational and healthy living provided by the 55 Plus program”. It called for funding and expanding essential services for all stages of aging but did not enumerate those services.

III. The CHSSC Subcommittee Analysis
It was obvious at the meeting on April 25th that the relationship between the Town Council and LGSRec was strained. LGSRec, an independent vendor, had provided the town with a proposal that incorporated less than the “LOW” level of service proposed earlier and the Los Gatos Town Council wanted assurances that “essential” services would be covered by its minimal offering.

Since all of the 55 Plus programs are popular, relevant, and deemed important as evidenced by the record number of members and group activities, it is not possible for the CHSSC to either identify which specific activities are essential or conduct a cost/benefit analysis of the proposed offerings.

ATTACHMENT 3
Each activity, including the maintenance and expansion of the HUB, involves LGSRec staff time and effort, and the CHSSC is not equipped to look at and evaluate what are the best “social/educational” activities in isolation and certainly not in a position to prioritize them.

We do know that the funding of the Staffing Model, a total of 2.0 FTE, for the less than LOW service model is very competitive, but it is not within CHSSC’s purview to negotiate with LGRec regarding its overall budget.

IV. Recommendations and Conclusions
The CHSSC appreciates LGSRec’s responses to the many questions posed by our committee.

Their responses allow us to better understand their operation and can be utilized to improve communications among CHSSC, the LGSRec, and the Los Gatos Town Council.

The CHSSC and the SSC both agree that a Case Manager would be a powerful addition to the 55 Plus service offering and we encourage the Town Council to consider the additional funding necessary to provide that resource. Ultimately, any additional funding is a Los Gatos Town Council budgetary decision.

In conclusion, the CHSSC is confident that whatever support is allocated to LGSRec for Senior Services will be effectively utilized to provide “essential services” via the 55+ program.

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
1 ATTACHMENT 4
NOTE – Questions were numbered to add clarity and reference points in future discussion.

Commissioner questions appear in bolded black text and LGS Recreation responses appear in black italicized text.

1. I believe the town council is asking us at least in part to repair the damaged relationship existing between the town and LGS Rec. My first question to LGS Rec. is how do you suggest that we do that?
SHORT TERM GOALS:
 CHSSC to stand united in support of the 225K allocated by Town Council  CHSSC to stand united in support of additional $33K for Case Manager to support road map goals, if Commission agrees of value (discussion and suggestion from CHSSC requested by Rob Moore on 3/7). Preferably prior to the budget meeting on 5/16.
 CHSSC create a Study Session for meaningful discussions of Agency future proposals and reports
 Commissioners and Council rotate to attend key 55 Plus social events. Report back positive feedback and developments to Town Council on a regular basis.  Awareness campaign for donations to avoid confusion. Ex. Why donate to “55 Plus” directly versus “Friends of LG Seniors”
 Advocate now for long term partnership and financial contribution from the Town. Goal is partnership not vendor relationship.
 Advocate for standardization of grant award reporting from all Senior focused recipients of funds from Town Council. In the past LGS held to a different standard of reporting than other grant recipients.
 Engage in a manner that does not threaten or question the relationship as it stands.

Conversations of “if LGS is the provider at the time” leads to uncertainty/threat and prevents us from long-term strategy. Example of the behavior noted: In the 2/28 CHSSC meeting, Commissioner xxxx declares “we will sue LGS Rec if they don’t do what we want”.
 Commission chair to coordinate with other commissioners prior to key Town Council meetings to ensure the Commission speaks with a unanimous voice and provides a consistent message.
o Contradictory comments at the Town Council meeting on 3/7 left Town Council undecided. Lack of support, aside from Commissioner xxxx, was a surprise to 55 Plus staff, following a successful final ARPA grant presentation and call for support from CHSSC members.
o Direct Example:
 Commissioner xxxx – expressed concern that the reduced funding ($225K) would adversely affect the services delivered as compared to the prior year and spoke in support of further funding for 55 Plus.
 Commissioner xxxx – “…possible for them (LGS Rec) to continue this

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
2 ATTACHMENT 4
program at the same level using some of their own initiatives.” This is interpreted as LGS Rec does not need the financial support requested and should fund the shortfall out of their own pocket.
 It was disappointing that other Commissioners did not speak in support of 55 Plus.

LONG TERM GOALS:
 Negotiate FREE use of park spaces for 55 Plus programs  Town to co-write economic vitality grants with Agency  Commission to seek new CHSSC members to offer new perspectives and help foster continued support and protect senior services
 Build 55 Plus into Town budget long term for (at least) the cost recovery aspects of free / low-cost programs to allow for a sustainable program
 Be viewed as partners and consultants in plans to build a new Senior/Community Center (10-year goal on roadmap). Can offer valuable feedback in design of new Senior focused space and provide 55 Plus programming therein.

2. Are there specific proposals you have in mind that might help with that? How would you like for us to communicate with LGS Rec. in a manner that would help to restore trust between the town and LGS Rec.? How can we best work together to provide robust and meaningful services to older adults? How will we know we are on track to make the relationship better?
 LGS values the insight of the CHSSC. We attend monthly meetings, listen to what is important, and act.
o For example, at the beginning of the year communication about senior services was highlighted as lacking. We expanded the number of pages dedicated to 55 Plus in our Brochure (giving seniors more attention on the front and back cover), emailed out to our database of >7000 people over the age of 55 to announce the 55 Plus program, expanded the PRINT content and delivered to key places around town as well as flyers for upcoming events, and worked on outreach at community events or gatherings.
o The creation and development of the HUB is another demonstration of our willingness to work with CHSSC or SSC to reimagine senior services and meet gaps in service for older adults in Los Gatos.
 Please see the short term and long-term goals listed in Q1 to track progress of coordinated efforts moving forward.

3. Will you let us know what else we can do to get the rest of your team on board with whatever game plan we come up with? If so, when and in what manner will you inform us?
 LGS Recreation staff work in coordination and have developed our proposals as a full team. If this does not satisfy the answer, please clarify what is meant by “get the rest of your team on board”.

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
3 ATTACHMENT 4
 Recommendations for the use of funding are outlined in documents previously provided to the Town Council and this Commission.

4. What do you perceive as essential senior services?
 Essential services provided by our agency include, social activities, fitness classes, players groups, community gatherings, health education programs and access to resources.
 Recreation and social opportunities that are AFFORDABLE especially to seniors most at risk of social isolation. 80% of our members are over the age of 70 and 40% over 80.  LGS Recreation is dedicated to offering free or low-cost programs that address social, physical, psychological, cognitive needs of older adults while minimizing financial barriers and therefore increasing participation.  55 Plus program creates an environment where older adults can feel a sense of belonging, connectedness, fun and support. Our role is creating a community where older adults can thrive.
 Additionally, we also recognize the importance of and often refer older adults to:
o Live Oak Nutrition Program
o Adult Day Services
o Service providers offering transportation solutions (RYDE & VTA)

5. The HUB: Is this something that the town should take over updating to help with funding for other 55 plus programs?
 Most beneficial action item in regard to the HUB from CHSSC would be to advocate for

0.2 FTE Case Manager. On 3/7 Rob Moore stated that Town Council would consider awarding an additional $33, 280.
 The HUB is housed on the LGS Recreation website and is LGS Recreation content (not the Town of Los Gatos). Edits made through LGS Recreation IT Staff.  An added benefit of website being held by LGS Recreation is that we can adapt content based on phone calls/ email inquiries received for services (ex. podiatry and optometry listings just added)
 Volunteer initiatives managed by recreation coordinator currently help maintain links (ex.

Highschool students who are already involved in tech with teens, SJSU Nursing students, etc.)
 Appreciate the collaboration with the Senior Service Committee subcommittee that volunteered time to this project, many of whom are also Commissioners.  Recall: ARPA funding was not allocated specifically for the HUB in 2022 but our agency prioritized the concerns of the CHSSC and SSC.
 In letter addressed to Town Council on 3/7 “Re: Recommendations for Use of Potential 55 Plus Funding” LGS Recreation proposed continued efforts from LGS Rec Staff to review and edit HUB content.
 NOTE: first quarter of 2023 LGS made edits and expansion to HUB content prior to Resource Fair and Launch. Our agency also added a page for Youth and those that Love Them Resource Page titled LGS CONNECT.
o https://www.lgsrecreation.org/connect/

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
4 ATTACHMENT 4
o https://www.lgsrecreation.org/55-plus/hub/
 Town linking the HUB to Town website to make it accessible has been helpful.  CHSSC/Town can support annual health fair (funding, volunteering, marketing, etc.)  Office hours and a 55 Plus direct phone line assist and direct community members to resources. The reduction in financial support below the low-plan proposal will impact office hours to half day, as provided to Council on 3/7.

6. Which items, if any, from the 2009 lease agreement should be discarded? Which items, if any, from this lease are no longer relevant?
 LGS Recreation will work with Town Manager to adjust the lease. CHSSC can provide advocacy to support change and update in terms set 15 years ago.  Recall: from CHSSC presentation on Final ARPA grant use - greatly exceeding terms listed in lease agreement in 2022.

DIRECT SERVICES:

OUTDATED CHANGE TO
Wednesday Afternoon Movies (once per month) Movie Showing Senior Show Senior Social
Senior Center Newsletter (bimonthly) Senior Center Newsletter – The PRINT Information and Referral to Other Agencies Information and Referral to Other Agencies – The HUB
Recreation Classes will be expanded
significantly as demand warrants. Examples
include: language, arts and crafts, computer
and other internet classes.

Ongoing support of volunteer facilitated
programs, partnerships with outside agencies
(ex. West Valley College), socials, and
flexibility to change offerings based on
changing member interest. Ex. Socials, clubs,
presenters, players groups, etc.

INDIRECT SERVICES:
 AARP Tax Appointment scheduling, phone calls and management create a burden for 55 Plus Staff. In future years we may reduce the number of appointments offered at our location.

Remove/No Longer Relevant –
o Brown Bag Grocery Distribution
o Live Oak Senior Nutrition Program (will continue to refer & have calendar available) o BART Tickets
o Older Women’s Group
o Happy Hoofers Walking Group (should be moved to direct services) and title change to Tuesday Town Walk

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
5 ATTACHMENT 4
Update Terminology to Reflect Current –

OUTDATED CHANGE TO
“55+ Alive Driving Class” AARP Driver Safety Course (by appointment) Health Presentations Guest Speaker

7. Which of the Senior Service Committees Road Map goals do you believe LGS Rec. can fulfill? Please describe how and to what extent LGS Rec. could fulfill these road map goals.
 Refer to the original proposal presented to council January 2023 p.4- for full listing COMMUNICATION & INFORMATION ACCESS *Case Manager could additionally support information access.
 Currently doing so via PRINT, 55 Plus Phone Line and members actively involved in our programs (580 as of 5/1)
 The PRINT is an in-house communication tool to keep in touch with members and keep them aware of upcoming programs.
o Willing to continue to promote other initiatives upon request (ex. Beautification committee, Community Events Page, Live Oak, Cinelux senior days, Adult Day reopening, etc.). Emailed to all members, hard copies available on-site, available online, placed in key locations around town. Additional use of flyers to supplement.
 55 Plus Phone Line (408.354.1514) *as indicated in 225K recommendation letter to Town Council - reduction in hours from 8-5pm to 9-12pm
o Answered and monitored by 55 Plus Staff
o 2023 Inbound Call Statistics: January 229, February 267, March 272, April 211 o Note: this does not include calls that go directly to Rec Coordinator or Front Office Line and therefore an underrepresentation. Also does not include outgoing calls.
 55 Plus Email ([email protected])
o Answered and monitored by 55 Plus Staff
 The HUB Online Resource Page
o Connects seniors, adult children, and LGS Rec staff to resources to guide older adults.
o 2023 Page Visit Statistics: January 235, February 286, March 397, April 278 o Health Fair scheduled for 5/11 to unite service providers and bring awareness to seniors (would like this to be an annual event)
ENGAGEMENT: *Case Manager could additionally support.
 Currently provide social opportunities every day for seniors to participate in (please see the PRINT for an idea of programs offered)
 Strong membership base
 Provide Social Opportunities

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
6 ATTACHMENT 4
 Recreation as a means of supporting physical, mental, and social wellbeing.

APPEALING AND INVITING FACILITY:
 Currently making the most of the Adult Recreation Center and Youth Recreation Center to offer classes, programs, socials.
 Provide ideas and feedback on what is needed in a new facility. TRANSPORTATION: *Case Manager could additionally support.
 Direct seniors to resources available to them to help with transportation barriers via HUB and in person/phone/email interactions.

HOUSING: *Case Manager could additionally support.
 Direct seniors to resources via HUB
VOLUNTEER SUPPORTAND ENGAGEMENT:
 Volunteers are impactful for both the volunteer and program. We have an active volunteer program and continue to invest in it as an organization. o Volunteers are helpful, but they are not in themselves a business model.

Volunteers still require staff oversight, training, and support. o We have 15 weekly volunteer facilitated 55 Plus programs. o Beyond that, we have volunteer position opportunities throughout the year for regular service/in office, ongoing events, special events, for community outreach, and more. Ex. currently for Footbridge Mural Project
o We continue to seek volunteers (both seniors and high school students). Ex.

Currently recruiting for Day Trip Volunteer chaperone, badminton program volunteer, scrabble volunteer, 55 Plus events/social dance volunteers, game day facilitators and more.
 Continued partnership with local service providers (Kiwanis, Lions, etc.)

8. What else does LGS Rec. need from the town to make these things happen?  Please refer to short- and long-term goals listed in Q1  Commission to advocate for adding a 0.2 FTE Case Manager Role. With the launch of the HUB our phone line now receives a great number of calls that go beyond the scope of Recreation, ex. divorce attorney, tombstone purchases. Role of Case Manager would be to offer NEW service in conjunction with the HUB – below is copied from the letter to Town Council for 3/7 meeting with recommendations:
o Case manager- 0.2 FTE, 8 hours/week to work out of the 55 Plus office. o Tasks would include scheduled 1:1 appointment with seniors to address a wide variety of topics and issues, host weekly or monthly support groups (cancer, grief, caregiver), support the HUB resource page, present on educational topics, organize an annual health fair with key service providers. o Benefits Senior Services Roadmap Goals.
o Case manager would be open to all older adults in the community (not exclusive to members).

CHSSC Meeting: May 23, 2023
Questions for LGS Rec. from Jeffrey P. Blum, chair of the Community Health and Senior Services Commission
7 ATTACHMENT 4
o LGS staff would schedule appointments and help direct content/programs offered based on feedback and needs of seniors.
 Council member Rob Moore asked specifically for input from the CHSSC and indicated that Town Council would reconsider funding additional $32,280. LGS Recreation asks that CHSSC discuss this proposal and if seen as an asset in support of Road Map goals to bring back to Town Council for reconsideration.
 Additional funding and fundraising/grant support will be necessary long-term. How does the CHSSC view their involvement with financial advocacy, donor development, grant application support, etc. in support of the 55 Plus program?

9. Do you need the town to subsidize the youth program and/or the adult program to keep 55 plus going?
 Other program areas either break even or generate revenue. 55 Plus program is unique in that it is non-revenue generating section of LGS Recreation Agency. Therefore, initiatives for subsidy/funding should be focused on 55 Plus.  Commitment from the Town to partner with LGS Recreation and offer long term plan to support a sustainable program. Secured future finances allows LGS Recreation to support and foster skilled staff, as well as continue to offer a robust program in good faith to members.
 CHSSC can additionally help support donation campaigns for 55 Plus funding.

10. Is Lisanne Kennedy going to continue to run 55 plus?  Staff will be in place to deliver the services agreed.

11. If so, to what extent?
 The current level of funding allows for the Recreation Coordinator position to have a

0.70 FTE. The remaining 0.3 FTE supports Adult Enrichment that anyone over 18 can participate in ex. Great Getaway bus trips.

11. Thank you.

Thank you CHSSC for your commitment and efforts to make improvements to Senior Services in Los Gatos.

PREPARED BY: Mike Vroman
Senior Traffic Engineer
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/20/2023
ITEM NO: 9
DATE: June 2, 2023
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Second Amendment to the Agreement with Whitlock & Weinberger Transportation, Inc. dba W-Trans, Modifying the Scope of Service, Extending the Term, and Increasing the Total Compensation by $50,000 for a Total Contract Amount not to Exceed $250,000 for Consultant Services for the Project Management Function of the Traffic Signal Modernization Project (Project 813-0227) RECOMMENDATION:

Authorize the Town Manager to execute a Second Amendment (Attachment 1) to the Agreement with Whitlock & Weinberger Transportation, Inc. dba W-Trans, modifying the scope of service, extending the term, and increasing the total compensation by $50,000 for a total contract amount not to exceed $250,000 for consultant services for the project management function of the Traffic Signal Modernization Project (Project 813-0227).

BACKGROUND:

Town staff began the Traffic Signal Modernization Project (Project 813-0227) in 2018, also referred to as the Smart Signals Project, to upgrade the Town owned and operated traffic signals (31 in total) and enhance the signal systems with state-of-the-art adaptive technologies.

The project is funded by the Town’s Traffic Mitigation Funds (TMF), two Vehicle Registration Fee (VRF) grants from the Santa Clara Valley Transportation Authority (VTA) and the Innovative Deployments to Enhance Arterials (IDEA) grant from the Metropolitan Transportation Commission (MTC). This project is included in the Fiscal Year 2023/24 – 2027/28 Capital Improvement Program.

PAGE 2 OF 4
SUBJECT: Traffic Signal Modernization Project Management Contract Second Amendment DATE: June 2, 2023
BACKGROUND (continued):

The goals of the Smart Signals Project are to improve multimodal safety and traffic operations; improve travel time for vehicles, bicycles, and pedestrians; improve the ability to plan for and respond to variable traffic volumes and patterns; test new technologies for bicycle detection and priorities; and help address traffic congestion issues on Los Gatos Boulevard.

At its April 3, 2018 meeting, the Town Council approved an agreement for consultant services with W-Trans (Attachment 2) for project management in an amount not to exceed $125,000.

At that time, staff noted that additional costs may be incurred during project implementation and commissioning and those would be addressed through separate Council actions as necessary.

At its December 17, 2019 meeting, the Town Council was advised of a multi-step procurement process for the project, with the total value of approximately $1.8 million. Council authorized the Town Manager to issue procurement documents for the following:

1. Central System Adaptive Traffic Control System (ATCS)

2. Signal Controller Upgrades

3. Automated Traffic Signal Performance Measures (ATSPM)

4. Virtual Bike Detection/Bike Signal Priority (VBD/BSP)

5. Design of Field Elements and Construction of Field Elements Staff issued two Requests for Proposals (RFPs): one for the Central Adaptive Traffic Signal Control System and Advanced Traffic Management Systems(ATCS-ATMS), which included the Signal Controller Upgrades, and the other for the design of the Smart Signals Field Improvements. At the May 19, 2020 meeting, Council awarded the design contract for the Smart Signals Field Improvements to Iteris, Inc. The ATCS-ATMS vendor contract was awarded to Econolite Systems at the June 2, 2020 Town Council meeting.

At its August 18, 2020 meeting, the Town Council approved a first amendment to the agreement for consultant services with W-Trans (Attachment 3) for the project management function in an amount not to exceed $200,000.

The Town first released the RFP for ATSPM and VBD/BSP on September 8, 2020. The RFP was posted on the Town’s website and sent to potential consultants. The RFP scope for the ATSPM had to be reissued on November 9, 2020, due to proposers not being able to meet mandatory system requirements. Requirements were modified to allow proposers to qualify. The Automated Traffic Signal Performance Measures and Virtual Bike Detection/Bike Signal Priority

PAGE 3 OF 4
SUBJECT: Traffic Signal Modernization Project Management Contract Second Amendment DATE: June 2, 2023
BACKGROUND (continued):

Project vendor contract was awarded to Econolite Systems at the February 11, 2021 Town Council meeting.

After a competitive bid process, on January 19, 2021, the Town Council authorized the Town Manager was authorized to award and execute a construction agreement to construct the Smart Signal Field Improvements designed by Iteris, Inc. in an amount not to exceed $750,000.

DISCUSSION:

The project management expertise from W-Trans has been highly valuable in the evaluation of the traffic control system, consultant and vendor selection, design, equipment procurement, and construction/installation phases. The proposed contract extension to June 30, 2024 and expanded scope of work would allow W-Trans to prepare intersection detection diagrams for the non-IDEA intersections, complete system performance testing, assist with calibration of the bike detection application, including coordination efforts, and assist with providing remote signal connections and other tasks, as needed, to ensure the overall project is delivered and functioning to meet the Town’s expectations.

The additional compensation covers the term extension and the expanded scope of work as noted above. All work, including coordination efforts with the schools and calibration of the bike application is scheduled to be completed by June 30, 2024.

CONCLUSION:

Staff is recommending the Town Council authorize the Town Manager to execute a Second Amendment to Consultant Services Agreement for the project management function of the Traffic Signal Modernization Project.

COORDINATION:

This report was coordinated with the Town Attorney’s Office and the Finance Department.

FISCAL IMPACT:

There are sufficient funds in the FY 2022/23 – 2026/27 CIP budget for this year’s Street Repair and Resurfacing Project (CIP No. 813-0227).

PAGE 4 OF 4
SUBJECT: Traffic Signal Modernization Project Management Contract Second Amendment DATE: June 2, 2023
FISCAL IMPACT (continued):

Staff costs are tracked for all projects. Tracking of staff costs allows for accountability in the costs of projects, recovery of costs from grant funded projects, and identification of future staffing needs. This project utilizes a combination of full-time budgeted staff and temporary staff that support fluctuating workloads. The costs for temporary staff will be directly associated with this project while full-time staff are accounted for in the department’s operating budget.

ENVIRONMENTAL ASSESSMENT:

The recommended action is not a project defined under CEQA, and no further action is required.

Attachments:

1. Second Amendment to Consultant Services Agreement

2. Agreement for Consultant Services with W-Trans for the project management function

3. First Amendment to Consultant Services Agreement
Budget Costs
Grant Funding $1,519,662
Prior Project Expenditures w/Encumbrances $1,083,632
Total Expenditures $1,083,632
Remaining Grant Fund Budget $ 436,030
Budget Costs
Traffic Mitigation Fund $1,103,289
Prior Project Expenditures w/Encumbrances $ 949,124
Consultant Services (Approved with this Staff Report) $ 50,000 Total Expenditures $ 999,124
Remaining Traffic Mitigation Budget $ 104,165
Total Project Balance $ 540,195
Traffic Signal Modernization
CIP No. 813-0227

1 of 2
Whitlock & Weinberger Transportation, Inc. ATTACHMENT 1 Second Amendment to Agreement for Consultant Services

SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is dated for identification this 20th day of June 2023 and amends that certain FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES dated August 18, 2020, made by and between the Town of Los Gatos, ("Town,") and Whitlock & Weinberger Transportation, Inc. (“Consultant”) identified as an S Corporation and whose address is 490 Mendocino Avenue, Suite 201, Santa Rosa, CA 95401.

RECITALS
A. Town and Consultant entered into a Consultant Services Agreement on April 12, 2018 (“Agreement”), a First Amendment to Agreement for Consultant Services on August 18, 2020, copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement for Consultant Services to modify the scope of services, extend the term, add to the compensation, and add to the minimum scope of insurance of the agreement.

AMENDMENT

1. Section 2.1 Scope of Services is amended to read:

Consultant shall provide services as described in that certain Proposal dated June 7, 2023, which is hereby incorporated by reference and attached as Exhibit B.

2. Section 2.2 Term and Time of Performance is amended to read:

This contract will remain in effect from April 12, 2018, to June 30, 2024.

3. Section 2.6 Compensation is amended to read:

Compensation for Consultant's professional services for the additional scope of services shall not exceed $50,000, for a total agreement amount not to exceed $250,000 inclusive of all costs. Payment shall be based upon Town approval of each task.

4. Section 3.1 Minimum Scope of Insurance is amended to read as follows:

Service Provider agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than:
two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage.

5. All other terms and conditions of the Agreement remain in full force and effect.

2 of 2
Whitlock & Weinberger Transportation, Inc. ATTACHMENT 1 Second Amendment to Agreement for Consultant Services
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos Approved as to Consent:

By: _______________________________ By: ______________________________ Laurel Prevetti, Town Manager Mark Spencer, Vice President, and Senior Principal
Department Approval:
___________________________________
Nicolle Burnham
Parks and Public Works Director
Approved as to Form: Attest:
______________________________ ______________________________ Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

First Amendment to Agreement for Consultant Services
W‐Trans for Signal Traffic Signal Modernization Project Management 1 of 2

FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This AMENDMENT TO AGREEMENT is dated for identification this 19th day of August 2020 and amends that certain Agreement for Consultant Services dated April 18, 2018, made by and between the Town of Los Gatos, ("Town,") and Whitlock & Weinberger Transportation, Inc. (W‐ Trans), ( "Consultant"), whose address is 505 17th Street, 2nd Floor, Oakland, CA94612.

RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services Agreement on April 18, 2018, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Attachment 1 to this Amendment.

B. The Town desires to engage Consultant to provide project management services for the Signal Traffic Signal Modernization (a.k.a. Los Gatos Smart Signals project) based on time and materials (T&M).

C. The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

D. Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant.

AMENDMENT

2.1   Scope of Services.  Consultant shall provide services as described in that certain Proposal dated July 30, 2020, which is hereby incorporated by reference and attached as Exhibit A.

2.2 Term and Time of Performance. This contract will remain in effect until June 30, 2023.

2.6 Compensation.  Compensation for Consultant's professional services for the additional scope of services shall not exceed $75,000, for a total agreement amount not to exceed $200,000 inclusive of all costs.  Payment shall be based upon Town approval of each task.

All other terms and conditions of the Agreement remain in full force and effect.

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

EXHIBIT A

First Amendment to Agreement for Consultant Services
W‐Trans for Signal Traffic Signal Modernization Project Management 2 of 2
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos
By: _______________________________
Consultant by:

By: ______________________________
Laurel Prevetti, Town Manager Print Name, Title
Department Approval:
_______________________________________
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________  ______________________________ Robert Schultz, Town Attorney Shelley Neis, MMC, CPMC
Town Clerk
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD 9/8/2020
Mark Spencer, Vice President and Senior
Principal
9/8/2020
9/10/2020
9/11/2020
9/11/2020

1276 Lincoln Avenue, Suite 204 San Jose, CA 95125 650.314.8313 w-trans.com SANTA ROSA • OAKLAND • SAN JOSE
July 30, 2020
Ms. Ying Smith
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Proposal for On-Call Services as Project Manager for Implementation Phase of the Los Gatos Smart Signals project
Dear Ms. Smith;
W-Trans is pleased to present this proposal for continued project management services for the system evaluation and engineering phases of the controller upgrade and system purchase projects. Our original scope, written in April 2018, was prepared in response to the Town’s broad request for on-call services and included our best estimation of work tasks at the time, including:
• Scheduling;
• Conducting meetings and preparing progress reports;
• Facilitating work of the selected System Vendors, Econolite, including providing Town-furnished items, reviewing materials submittals, monitoring schedule, budget, and contract completion status, and system acceptance;
• Facilitating work of the selected design consultant, Iteris, including providing Town-furnished items, coordinating work with system vendor, monitoring schedule, budget, and contract completion status, and reviewing plan submittals;
• Finalizing the Request for Proposals for the System Performance Measure and Virtual Bike Detection contract, reviewing proposals and selecting a vendor, providing Town-furnished items, monitoring schedule, budget, and contract completion status, and system acceptance; and • Various on-call assignments that might become necessary.

Of these tasks, facilitating work and providing Town-furnished items of Econolite and Iteris has already begun, and preparing the first draft of the RFP for SPM and VBD vendor is complete Tasks to be addressed over the next year of project development are described in the following section.

Scope of Services

1. Project management and oversight, including:
a. Maintain schedule: To include tracking funding deadlines and E76 approval status. b. Meetings and progress reports: W-Trans will continue to schedule periodic informal meetings with Town staff and other involved parties with a focus on deliverables and due dates. We will provide monthly progress reports. Following each meeting we will prepare meeting notes. c. Grant funding: Includes coordination with MTC to determine requirements, verifying that the NEPA/ CEQA filing already completed by MTC is adequate, and working with Town staff to submit reimbursement requests to MTC.

2. Facilitating work of the selected System Vendor, Econolite, including:
a. Monitoring schedule, budget, and contract completion status b. Responding to requests for information or clarifications c. Coordinating work with other vendors or consultants
d. Reviewing deliverables and coordinating comments with Town staff e. Review signal timing recommendations
f. Attending or coordinating system training sessions
Exhibit A
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

Ms. Ying Smith Page 2 July 30, 2020
g. Attending progress meetings every other week

3. Facilitating work of the selected design consultant, Iteris, including:
a. Monitoring schedule, budget, and contract completion status b. Responding to requests for information or clarifications c. Coordinating work with selected vendors
d. Reviewing deliverables and coordinating comments with Town staff e. Attending progress meetings every other week and monitoring status of action items

4. Finalizing the Request for Proposals for the System Performance Measure and Virtual Bike Detection vendor, reviewing proposals, developing a short list and interviewing firms (if needed), and selecting a vendor.

5. Facilitating work of the selected System Performance Measure and Virtual Bike Detection vendor, including:
a. Monitoring schedule, budget, and contract completion status b. Responding to requests for information or clarifications c. Facilitating requests for information to be furnished by the Town or other contracted parties d. Reviewing deliverables and coordinating comments with Town staff e. Attending progress meetings every other week and monitoring status of action items f. System acceptance

6. On-Call Services: W-Trans will provide additional services that are not already described in Tasks 1 through 5 on an as-needed basis. All on-call work will be documented via an email describing the scope, fee, and schedule before starting work.

Exclusions: The scope of services does not include items that are not specifically identified above. Any additional services needed would be provided on a time and materials basis after receiving written authorization.

Schedule and Budget
The schedule for services in Tasks 1 through 5 will match the schedule submitted to MTC. On-call services are expected to occur over the next 12 months.

Our services will be conducted on a time and materials basis at the rates indicated on the enclosed sheet; note that a new rate schedule will be provided in January 2021 for services that occur next year. Monthly invoices will be provided electronically unless a hard copy via mail is requested. The estimated maximum fee is $75,000.

I will be your primary contact for these services. Please contact me at (650) 314-8313 or [email protected] if you have any questions about this proposal. Please issue a Purchase Order if you wish to initiate services. This proposal will remain a firm offer for 90 days from the date of this letter. Thank you for giving us the opportunity to propose on these services.

Sincerely,
Steve Fitzsimons, PE
Principal
SMF/smf/LGA006.P3
Enclosures: 2020 Fee Schedule, Project Fee Estimate
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

490 Mendocino Avenue, Suite 201 SANTA ROSA, CA 95401 707.542.9500 505 17th Street, 2nd Floor OAKLAND, CA 94612 510.444.2600 1276 Lincoln Avenue, Suite 204 SAN JOSE, CA 95125 650.314.8313 w-trans.com
Fee Schedule
2020 Staff Billing Rates
Position Billing Rate (per hour)
Senior Principal $280 – $305
Principal $220 – $260
Senior Engineer/Planner $195 – $210
Engineer/Planner $150 – $160
Associate Engineer/Planner $135 – $150
Assistant Engineer/Planner $115 – $125
Technician/Administrative $95 – $110
Intern $30 – $80
Field Technician $30 – $75
2020 Expense Charges
Item Charge
Mileage $0.63/mile*
Services and Expenses 10% surcharge
These rates are valid for work performed prior to December 31, 2020. Work performed after January 1, 2021, and any
subsequent year may be billed at the revised rates established for that year.
* Mileage charge will be based on the IRS Standard Mileage Rate (set at $0.575 effective January 1, 2020) plus 10 percent.

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

Task Steve
Fitzsimons
Associate 4 Associate 2 Admin 2 Misc Total Hours

1. Project Management and Oversight 30 0 0 20 $0 50

2. Facilitate Econolite Work 47 0 117 0 $80 164

3. Facilitate Iteris Work 38 0 49 0 $80 87

4. Finalize SPM-VDB Vendor RFP 39 22 0 8 $40 69

5. Facilitate SPM-VBP Vendor Work 17 50 0 0 $60 67
171 72 166 28 $260 437
Task $220 $150 $140 $110 LS TOTAL

1. Project Management and Oversight $6,600 $0 $0 $2,200 $0 $8,800

2. Facilitate Econolite Work $10,340 $0 $16,380 $0 $80 $26,800

3. Facilitate Iteris Work $8,360 $0 $6,860 $0 $80 $15,300

4. Finalize SPM-VDB Vendor RFP $8,580 $3,300 $0 $880 $40 $12,800

5. Facilitate SPM-VBP Vendor Work $3,740 $7,500 $0 $0 $60 $11,300 $37,620 $10,800 $23,240 $3,080 $260 $75,000
Los Gatos ATMS On-Call Support, Phase 3
W-Trans Fee Estimate

HOURS BY STAFF MEMBER

FEE AT HOURLY RATES INDICATED
These rates are valid for work performed prior to December 31, 2020. Work performed after January 1, 2021, and any subsequent year may be billed at the revised rates established for that year. Mileage charges will be based on the IRS Standard Mileage Rate (set at $0.575 effective January 1, 2020; subject to change) plus 10 percent.

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

AGR . D _
AGREEMENT FOR CONSULTANT SERVICES 1HH
THIS AGREEMENT is made and entered into on April 12, 2018 by and between TOWN OF LOS GATOS, a California municipal corporation, ( " Town ") and Whitlock & Weinberger Transportation, Inc. ( W- Trans), ( " Consultant"), whose address is 505 17th Street, 2 "d Floor, Oakland, CA 94612. This Agreement is made with reference to the following facts.

I. RECITALS

1. 1 The Town desires to engage Consultant to provide project management services for the system evaluation and engineering phases of the controller upgrade and system purchase projects for the Los Gatos Smart Signals project based on time and materials ( T &M).

1. 2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1. 3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Consultant acknowledges Town has relied upon these warranties to retain Consultant.

II. AGREEMENTS

2. 1 Scone of Services. Consultant shall provide services as described in that certain Proposal sent to the Town on April 6, 2018, which is hereby incorporated by reference and attached as Exhibit A. The services include:

Develop schedule
Meetings and progress reports
Visionary Meeting
System evaluation
Design drawing
On -Call services

2. 2 Term and Time of Performance. This contract will remain in effect from April 12, 2018 to June 30, 2020

2. 3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code ofthe Town of Los Gatos.

2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

2. 5
Information/ Renort Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town' s property and shall be delivered to the Town upon the completion of Consultant' s services or at the Town' s written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town' s use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town' s risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2. 6 Com ensation. Compensation for Consultant' s professional services shall not exceed / 125, 000, inclusive of all costs. Payment shall be based upon Town approval of each task.

2. 7
Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Payment shall be net thirty ( 30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P. O. Box 655
Los Gatos, CA 95031 -0655

2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement.

Consultant shall make these records available to authorized personnel of the Town at the Consultant' s offices during business hours upon written request of the Town.

2. 9
Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2. 10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee( s). With prior written consent, the Consultant may perform some obligations under this Agreement Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant' s negligent performance or wrongdoing.

2. 11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town' s sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town' s sole discretion, sever any such employment relationship.

2. 12 Equal Employment Cr000rtunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act.

III. INSURANCE AND INDEMNIFICATION

3. 1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/ her and his/ her firm to an amount not less than: one million dollars ($ 1, 000, 000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/ her and his/ her staff to an amount not less than one million dollars ($ 1, 000, 000) combined single limit per accident for bodily injury and property damage.

Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $ 1, 000, 000 which is sufficient to insure Consultant for professional errors or omissions in the performance ofthe particular scope of work under this agreement.

General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions.
ii. The Consultant' s insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self - insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Consultant' s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

3. 2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk.

3. 3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees.

3. 4
Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant' s officers, employees, or agents or any subconsultant.

IV. GENERAL TERMS

4. 1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

4. 2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

4. 3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days ( 15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

4. 4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant.

4. 5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney' s fees, including costs of appeal.

4. 6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos Whitlock & Weinberger Transportation, Inc.

Attn: Town Clerk ( W -Trans)
110 E. Main Street 505 17th Street, tad Floor
Los Gatos, CA 95030 Oakland, CA 94612
or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town.

4. 7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any Agreement for Consultant Services— Whitlock & Weinberger Transportation (W- Trans) Los Gatos Smart Signal Project

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4. 8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

Town of Los Gatos by: Consultant, by:

Laurel Prevettr ' Town Manager Mark E Spencer
I o I nd by
0 L _ Print
fAatt Mort6y, Dfrector of arks nd Pu tc ` • itle
Works
Approved as to Form:

Robert Schultz_ ' o n Attorney
Agreement for Consultant Services - Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Prqject

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

Proposal for On - Call Services to serve as Project Manager for the Los Gatos Smart Signals project
Dear Ms. Smith;
W - Trans is pleased to present this proposal for project management services for the system evaluation and engineering phases of the controller upgradeand system purchase projects. Following are the assumptions relied upon in preparing our scope of services and fee proposal.

Project 0 ( PO) replaces controller assemblies and upgrades detection Town - wide. The software in the new controllers might differ from current Town preferences as the adaptive project may need a different solution.

Project 1 ( P1) involves adding adaptive and system performance measures ( SPMs) to the controller capabilities.

Project 2 ( bicycle app) is not to be addressed by the current scope but the " cloud computing' requirements must be understood and addressed.

The focus of the current effort is to coordinate with MTCs System Evaluation and to assist with hiring a consultant to prepare contract documents.

Assistance during the installation and implementation phases, and with all aspects of Project 2, are not addressed in this proposal.

The schedule for this effort is listed in the IDEA grant application as 6 months for design and environmental clearance. Bid, award, and construction / installation activities are to be covered in a supplemental procurement.

Steve Fitzsimons, PE, TE, is our proposed key staff. He has recently completed a similar project for Rohnert Park and gained valuable, relevant insights.

Scope of Services

1. Develop schedule. Starting with the grant schedule requirements and Town expectations, W - Trans will develop a detailed schedule for the PO and Pi efforts, and we will maintain and update the schedule throughout the project as needed.

2. Meetings and progress reports. W - Trans will schedule weekly calls with Town staff and other involved parties, focused on deliverables and due dates. We will provide monthly progress reports. We will attend up to six meetings with the MTC system engineering consultant, and up to two meetings with MTC staff. Following each meeting we will prepare meeting minutes.

3. Visionary Meeting. We will schedule and lead a visioning meeting with Town staff for PO and Pt to include a thorough description of existing conditions on Los Gatos streets and desired performance once the PO and P1 projects are complete. The product of the Visioning meeting will be turned into a performance specification for the adaptive system and a list of ASPMS to be configured for the Town' s use by the system vendor.

4. System evaluation. W - Trans will review the Request for Proposal prepared by the MTC system engineering consultant and the Draft, Pre - Final, and Final levels of completion. We will coordinate with Town staff on 1276 Lincoln Avenue, Suite 204. San Jose, CA 95125 650 - 314 - 8313 w- trans. com SANTA ROSA• OAKLAND• SAN JOSE

EXHIBIT A
April 6, 2018 W -Trans
Ms. Ying Smith
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
Proposal for On - Call Services to serve as Project Manager for the Los Gatos Smart Signals project
Dear Ms. Smith;
W - Trans is pleased to present this proposal for project management services for the system evaluation and engineering phases of the controller upgradeand system purchase projects. Following are the assumptions relied upon in preparing our scope of services and fee proposal.

Project 0 ( PO) replaces controller assemblies and upgrades detection Town - wide. The software in the new controllers might differ from current Town preferences as the adaptive project may need a different solution.

Project 1 ( P1) involves adding adaptive and system performance measures ( SPMs) to the controller capabilities.

Project 2 ( bicycle app) is not to be addressed by the current scope but the " cloud computing' requirements must be understood and addressed.

The focus of the current effort is to coordinate with MTCs System Evaluation and to assist with hiring a consultant to prepare contract documents.

Assistance during the installation and implementation phases, and with all aspects of Project 2, are not addressed in this proposal.

The schedule for this effort is listed in the IDEA grant application as 6 months for design and environmental clearance. Bid, award, and construction / installation activities are to be covered in a supplemental procurement.

Steve Fitzsimons, PE, TE, is our proposed key staff. He has recently completed a similar project for Rohnert Park and gained valuable, relevant insights.

Scope of Services

1. Develop schedule. Starting with the grant schedule requirements and Town expectations, W - Trans will develop a detailed schedule for the PO and Pi efforts, and we will maintain and update the schedule throughout the project as needed.

2. Meetings and progress reports. W - Trans will schedule weekly calls with Town staff and other involved parties, focused on deliverables and due dates. We will provide monthly progress reports. We will attend up to six meetings with the MTC system engineering consultant, and up to two meetings with MTC staff. Following each meeting we will prepare meeting minutes.

3. Visionary Meeting. We will schedule and lead a visioning meeting with Town staff for PO and Pt to include a thorough description of existing conditions on Los Gatos streets and desired performance once the PO and P1 projects are complete. The product of the Visioning meeting will be turned into a performance specification for the adaptive system and a list of ASPMS to be configured for the Town' s use by the system vendor.

4. System evaluation. W - Trans will review the Request for Proposal prepared by the MTC system engineering consultant and the Draft, Pre - Final, and Final levels of completion. We will coordinate with Town staff on 1276 Lincoln Avenue, Suite 204. San Jose, CA 95125 650 - 314 - 8313 w- trans. com SANTA ROSA• OAKLAND• SAN JOSE

EXHIBIT A
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

Ms. Ying Smith Page 2 April 6, 2018
general conditions and dates, and check to see if performance specification from task 3 is incorporated. We will participate in system vendor interviews and selection, including reference checking. This proposal assumes no more than three vendors will be shortlisted and interviewed.

5. Design Drawing. We will prepare a request for proposal for design consultants. We will review design drawings and specifications at the 30 %, 50 %, 80 %, 100% and Bid Set levels of completion, and provide comments on marked -up paper plots and in an Excel comment matrix. Coordination with Town engineering and inspection staff is assumed in this task.

6. On -Call Services. W -Trans will provide additional services that are not already described in Tasks 1 - 5 on an on -call basis. All on -call work will be documented via an email describing the scope, fee, and schedule before starting work. On -Call service may include, but are not limited to, the following:

Vendor interviews and negotiation meetings
Reference checks
Support with grant coordination
Acceptance testing
Responding to vendor questions
Exclusions: The scope of services does not include items that are not specifically identified above. Any additional services needed would be provided on a time and materials basis after receiving written authorization.

Schedule and Budget
The schedule for services in Tasks 1 - 5 will match the expected six -month schedule stated in the IDEA grant application. On -call services are expected to occur over the following 12 months. A detailed schedule will be prepared and updated by W -Trans throughout the project.

Our services will be conducted on a time and materials basis at the rates indicated on the enclosed sheet. Monthly invoices will be provided electronically unless a hard copy via mail is requested. The estimated maximum fee for Tasks 1 - 5 $ 37,650 and the Task 6 budget is $ 12,350, resulting in a total budget of $50,000.

Steve Fitzsimons will be your primary contact for these service. Please contact him at 650- 3148313 or sfitzsimons() w- trans. com if you have any questions about this proposal.

Please issue a Purchase Order if you wish to initiate services. This proposal will remain a firm offer for 90 days from the date of this letter. Thank you for giving us the opportunity to propose on these services.

Sincerely,
Mark E. Spencer, PEI
Principal
MES / surf / LGA006. P1
Enclosures: 2018 Fee Schedule
Project Fee Estimate
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

1. Prepare and Update Schedule

2. Meetings and Progress Reports

3. Visioning Meeting

4. System Evaluation

5. Design drawings

6. On-Call Services
10 8 0 0 18
57 42 0 106 99
8 9 2 38 19
20 14 0 26 34
33 18 9 s0 60
44 29 0 65 73

1. Prepare and Update Schedule 2, 100 840 o 0 2, 940

2. Meetings and Progress Reports 11, 970 4, 410 0 106 16,486

3. Visioning Meeting 1, 680 945 190 38 2, 853

4. System Evaluation 4,200 1, 470 0 26 5,696

5. Design drawings 6,930 1, 890 855 0 9,675

6. On- Call Services S9, 240 3, 045 0 65 12, 350
These rates are valid for work initiated prior to December 31, 2018. Work completed after January 1, 2019, and any subsequent year may be billed at the revised rates established for that year. Mileage charges will be based on the IRS Standard Mileage Rate (set at $0. 545 effective January 1, 2018; subject to change) plus 10 percent.

DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

W', 4rans
Fee Schedule
2018 Staff Billing Rates
Position Billing Rate (per hour)
Principal 205- $ 290
Associate Principal 185- $ 205
Senior Engineer / Planner 175-$ 200
Engineer / Planner 150-$ 175
Associate Engineer /Planner 130 -$ 150
Assistant Engineer / Planner 100 -$ 130
Technician / Administrative 85 -$ 100
Intern 30 -$ 80
Field Technician 20- $ 40
2018 Expense Charges
Item Charge
Mileage $ 0.60 /mile*
Services and Expenses 10% surcharge
These rates are valid for work initiated prior to December 31, 2018. Work initiated after January 1, 2019, and any subsequent year may be billed at the revised rates established for that year.

Mileage charge will be based on the IRS Standard Mileage Rate set at $0. 545 effective January 1, 2018; subject to change) plus 10 percent.
490 Mendocino Avenue, Suite 201 SANTA ROSA CA 95401 707.542.9500 50517 Ih Street 2nd Floor OAKLAND, CA 94612 510.444.2600 1276 Lincoln Avenue, Suite 204 SAN JOSE, CA 95125 650.314. 8313 w- trans. com
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

TK- M
Ms. Ying Smith
Town of Los Gatos
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
RE: Project Management Services for Town' s Smart Signals Project Thank you for the opportunity for TJKM to provide project management services to the Town for the Smart Signals Project, which includes Project 0, 1, and 2. TJKM assisted the Town with preparation of MTC' s IDEA grant application and was successful in the Town being awarded the federal funds for Project 1 and 2.

Based on our meeting on March 14, 2018, the Town would like the Consultant to assist in project management of the System Evaluation and Engineering ( PS & E) phases of Project 0 and Project 1. Scope and responsibilities for the future phases, including PO and P1 installation & implementation and P2, will be determined on a future date.

TJKM will assist the Town in the following tasks outlined by the Town in their email dated March 16, 2018:

The Project Manager (PM) shall function on behalf of Town staff and assume full project management role and responsibility, ensuring project success from selection / evaluation of system and equipment, through RFP for design and overseeing the preparation of the bid contract documents. The PM would also assist with final implementation of a functioning system, within the project schedule. The scope and fee for providing project management services during bid and construction support will be a separate contract.

The PM shall be responsible for communications with all parties: Town staff, MTC staff and consultants, Caltrans, and consultants and vendors hired by the Town.

The PM shall submit written updates to designated Town staff on a regular basis and as requested by Town staff. For example, updates upon each meeting with MTC, design consultants, and vendors.

The PM shall participate with the Town' s Traffic Engineer in system evaluation as performed by MTC' s consultant to ensure appropriate selection of system for the Town of Los Gatos.

Based on the system evaluation completed by MTC' s consultant, the PM shall prepare an RFP for a design consultant to prepare PS & E of Project 0 and 1. The Town' s City Traffic Engineer will issue the RFP and the PM will be available to assist with questions that arise during the advertising phase.

The PM shall review PS & E and provide comments to design consultants through redline markups scanned and emailed back to the design consultant.

TJKM estimates the duration of the system evaluation and PS & E phases to be at least 24 months.

PLEASANTON SAN JOSE SANTA ROSA SACRAMENTO FRESNO
Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588 Phone: 925. 463.0611 www. TJKM. com DBE # 40772 SBE # 38780
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

TJ KM Ms. Ying Smith
March 19, 2018

The Town' s Traffic Engineer is anticipated to be involved in the system evaluation phase meetings with MTC, review of the system engineering documentation, selection of the central signal system, review of the design RFP prepared by TJKM, and meetings with the Town' s selected design consultant. TJKM will coordinate with the Town' s Traffic Engineer during these instances and provide updates to the Town on other meetings attended without the Town' s Traffic Engineer.

Based on the workscope above, TJKM anticipates a minimum of 10 hours a week of time for the PM or other staff assisting for at least an 18 month timeframe. Based on our experience, we estimate 6 months for the System Engineering Project 0 and 1 phase and 12 months for the PS & E phase. The PM and other staff assisting would invoice the Town on a time and materials basis using the latest rate schedule attached. TJKM will invoice monthly to the Town and inform the Town' s Traffic Engineer once the budget is close to 90% expended.

The estimated fee for the workscope is $ 200 /hr x 10 hrs / week x 78 weeks = $ 156, 000 plus direct expenses ( estimated at $ 10, 000) = $ 166, 000 total.

If the estimated duration is expected to be longer than 18 months, TJKM will revise the proposal accordingly and resubmit to the City for approval.

Please feel free to call me at 925- 264 -5003 or email at al2atelCcDtjkm. com for any questions regarding this proposal.

Sincerely,
A 14
Atul Patel, T. E.

Director of Design & ITS
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

TAM
Rate Schedule

VISION THAT MOVES YOUR COMMUNITY
Principal................... ...............................

Director.................... ...............................

Senior Project Manager ..........................

Project Manager ...... ...............................

Senior Transportation Engineer ..............

Transportation Engineer .........................

Assistant Transportation Engineer .........

Transportation Planner ...........................

Assistant Transportation Planner ...........

Graphics Designer .... ...............................

Designer................... ...............................

Technical Staff II ....... ...............................

Administrative Staff . ...............................

Production Staff ....... ...............................

Reimbursable Expenses
250 /hour
230 / hour
210 /hour
180 / hour
165 / hour
145 /hour
125 / hour
120 / hour
115 / hour
110 / hour
100 / hour
90 / hour
80 /hour
55 /hour
Plotting( per sheet) ..................................................................... ............................... $ 18.00 Travel Cost ( per mile, subject to change; based on IRS standard mileage rates) .......... 545 All outside services are billed at cost plus a ten percent marginfor handling.

Expert Witness charges available upon request.

Invoices are due and payable within 30 days. Invoices paid after 30 days will be subject to separate billings of one and one half percent per month of unpaid balance. Late charges are not included in any agreement for maximum charges.

Rates Effective January 1, 2018
Rates Subject to Change

PLEASANTON SAN JOSE SANTA ROSA SACRAMENTO FRESNO
Corporate Office: 4305 Hacienda Drive, Suite 550, Pleasanton., CA 94588 Phone: 925. 463. 0611 Fax: 925. 463. 3690 www. TJKM. com DBE # 40772 SBE # 38780
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

EXHIBIT B

AGR . D _
AGREEMENT FOR CONSULTANT SERVICES 1HH
THIS AGREEMENT is made and entered into on April 12, 2018 by and between TOWN OF LOS GATOS, a California municipal corporation, ( " Town ") and Whitlock & Weinberger Transportation, Inc. ( W- Trans), ( " Consultant"), whose address is 505 17th Street, 2 "d Floor, Oakland, CA 94612. This Agreement is made with reference to the following facts.

I. RECITALS

1. 1 The Town desires to engage Consultant to provide project management services for the system evaluation and engineering phases of the controller upgrade and system purchase projects for the Los Gatos Smart Signals project based on time and materials ( T &M).

1. 2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement.

1. 3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement.

Consultant acknowledges Town has relied upon these warranties to retain Consultant.

II. AGREEMENTS

2. 1 Scone of Services. Consultant shall provide services as described in that certain Proposal sent to the Town on April 6, 2018, which is hereby incorporated by reference and attached as Exhibit A. The services include:

Develop schedule
Meetings and progress reports
Visionary Meeting
System evaluation
Design drawing
On -Call services

2. 2 Term and Time of Performance. This contract will remain in effect from April 12, 2018 to June 30, 2020

2. 3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code ofthe Town of Los Gatos.

2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project

ATTACHMENT 2
DocuSign Envelope ID: 3F824A4E-2B1C-4FC8-B7A8-3498F73E45FD

2. 5
Information/ Renort Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town' s property and shall be delivered to the Town upon the completion of Consultant' s services or at the Town' s written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town' s use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town' s risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.

2. 6 Com ensation. Compensation for Consultant' s professional services shall not exceed / 125, 000, inclusive of all costs. Payment shall be based upon Town approval of each task.

2. 7
Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form.

Payment shall be net thirty ( 30) days. All invoices and statements to the Town shall be addressed as follows:

Invoices:

Town of Los Gatos
Attn: Accounts Payable
P. O. Box 655
Los Gatos, CA 95031 -0655

2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement.

Consultant shall make these records available to authorized personnel of the Town at the Consultant' s offices during business hours upon written request of the Town.

2. 9
Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town.

2. 10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee( s). With prior written consent, the Consultant may perform some obligations under this Agreement Agreement for Consultant Services — Whitlock & Weinberger Transportation ( W- Trans) Los Gatos Smart Signal Project