Los Gatos City Council
December 2, 2025

ITEM NO. 8.

Form SL 00 00 10 18 Page 13 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (a) Owned, occupied or used by:
(b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager
Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper temporary custody of your property if you die, but only:
(1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die
Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part.

The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to:
(1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to:
a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

5. Operator Of Nonowned Watercraft
With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability.

However, no person or organization is an insured with respect to:
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 14 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.

D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations.

This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations.

The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner.

In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of:
a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations.

Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section.

If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all 57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 15 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense
You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include:
(1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim
If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must:
(1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable.

You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
(1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”;
(2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity.

However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance.
f. Knowledge Of An Occurrence, Offense, Claim Or Suit
Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to:
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 16 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
(5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.

This Paragraph f. applies separately to you and any additional insured under this Coverage Part.

3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative.

4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.

5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
(1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.

6. Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work";
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 17 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions.
(5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions.
(6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
(7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.

However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
(a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below.
(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance.

Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured.

When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers.

When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(2) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 18 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

7. Transfer Of Rights Of Recovery Against Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.

F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS

1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:
a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and
b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement.

2. "Advertising idea" means any idea for an "advertisement".

3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.

4. "Auto" means:
a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.

However, "auto" does not include "mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above, mental anguish or death at any time.

6. "Coverage territory" means:
a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of:
(1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 19 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication.
provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to.

7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data.

8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker".

9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document.

10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be.

11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because:
a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement.

12. "Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement;
c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 20 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities.

13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".

14. "Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto".

15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
(1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
(1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
(2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

However, “mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”.

16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.

17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses:
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 21 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor;
d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement".

18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

19. "Products-completed operations hazard";
a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
(1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times:
(a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.
(c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.

The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.
b. Does not include "bodily injury" or "property damage" arising out of:
(1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or
(2) The existence of tools, uninstalled equipment or abandoned or unused materials.

20. "Property damage" means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it.

As used in this definition, "electronic data" is not tangible property.

21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.
57SBABG7ML7

ITEM NO. 8.

Form SL 00 00 10 18 Page 22 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Unmanned aircraft" means an aircraft that is not:
a. Designed;
b. Manufactured; or
c. Modified after manufacture;
to be controlled directly by a person from within or on the aircraft.

24. "Volunteer worker" means a person who:
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you.

25. "Your product":
a. Means:
(1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and
(2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and
(2) The providing of or failure to provide warnings or instructions. 57SBABG7ML7

ITEM NO. 8.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

COMMERCIAL AUTOMOBILE
HA 99 16 12 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

1. BROAD FORM INSURED
Paragraph .1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add the following:
d. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the Declarations
is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an "insured"
under any other automobile policy or
would be an "insured" under such a policy
but for its termination or the exhaustion of
its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its acquisition
or formation by you, unless you have
given us notice of the acquisition or
formation.

Coverage does not apply to "bodily injury"
or "property damage" that results from an
"accident" that occurred before you
formed or acquired the organization.
e. Employees as Insureds
(1). Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
f. Lessors as Insureds
(1). The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(a) The agreement requires you to
provide direct primary insurance for
the lessor and
(b) The "auto" is leased without a driver.

Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
g. Additional Insured if Required by Contract
(1) When you have agreed, in a written
contract or written agreement, that a
person or organization be added as an
additional insured on your business auto
policy, such person or organization is an
"insured", but only to the extent such
person or organization is liable for "bodily
injury" or "property damage" caused by
the conduct of an "insured" under
paragraphs a. or b. of Who Is An Insured
with regard to the ownership,
maintenance or use of a covered "auto."
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(a) During the policy period, and
(b) Subsequent to the execution of such
written contract, and
Form HA 99 16 12 21 Page 1 of 5
© 2021, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 57UECBA9824

ITEM NO. 8.
(c) Prior to the expiration of the period of
time that the written contract requires
such insurance be provided to the
additional insured.
(2) How Limits Apply
If you have agreed in a written contract or
written agreement that another person or
organization be added as an additional
insured on your policy, the most we will
pay on behalf of such additional insured is
the lesser of:
(a) The limits of insurance specified in the
written contract or written agreement;
or
(b) The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to Limits of Insurance shown in
the Declarations and described in this
Section.
(3) Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract or written agreement that
this insurance is primary and
non-contributory with the additional
insured's own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract or
written agreement that another person or
organization be added as an additional
insured on your policy, the additional
insured shall be required to comply with
the provisions in LOSS CONDITIONS 2. -

DUTIES IN THE EVENT OF ACCIDENT,
CLAIM , SUIT OR LOSS – OF SECTION
IV – BUSINESS AUTO CONDITIONS, in
the same manner as the Named Insured.

2. Primary and Non-Contributory if Required
by Contract
Only with respect to insurance provided to an
additional insured in A.1.g. - Additional
Insured If Required by Contract, the following
provisions apply:
(1) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be primary.

If other insurance is also primary, we will
share with all that other insurance by the
method described in Other Insurance 5.d.
(2) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract or
written agreement that this insurance is
primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not seek
contribution from that other insurance.

Paragraphs (1) and (2) do not apply to other
insurance to which the additional insured has
been added as an additional insured.

When this insurance is excess, we will have
no duty to defend the insured against any
"suit" if any other insurer has a duty to defend
the insured against that "suit". If no other
insurer defends, we will undertake to do so,
but we will be entitled to the insured's rights
against all those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

We will share the remaining loss, if any, by
the method described in SECTION IVBusiness Auto Conditions, B. General Conditions, Other Insurance 5.d.

3. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee" on
your behalf and at your direction will be
considered an "auto" you hire.

The SECTION IV- Business Auto Conditions, B.

General Conditions, 5. OTHER INSURANCE
Condition is amended by adding the following:
e. If an "employee’s" personal insurance also
applies on an excess basis to a covered
"auto" hired or rented by your "employee" on
your behalf and at your direction, this
insurance will be primary to the "employee’s"
personal insurance.

57UECBA9824

ITEM NO. 8.

4. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".

Coverage is excess over any other collectible
insurance.

5. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any "auto"
you own, then the Physical Damage Coverages
provided are extended to "autos" you hire or
borrow, subject to the following limit.

The most we will pay for "loss" to any hired "auto"
is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that coverage.

No deductible applies to "loss" caused by fire or
lightning. Hired Auto Physical Damage coverage
is excess over any other collectible insurance.

Subject to the above limit, deductible and excess
provisions, we will provide coverage equal to the
broadest coverage applicable to any covered
"auto" you own.

We will also cover loss of use of the hired "auto" if
it results from an "accident", you are legally liable
and the lessor incurs an actual financial loss,
subject to a maximum of $1000 per "accident".

This extension of coverage does not apply to any
"auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.

6. PHYSICAL DAMAGE - ADDITIONAL

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.

7. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges resulting
from overdue payments; additional mileage
charges; excess wear and tear charges; lease
termination fees; security deposits not returned by
the lessor; costs for extended warranties, credit
life Insurance, health, accident or disability
insurance purchased with the loan or lease; and
carry-over balances from previous loans or
leases.

8. AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

9. ELECTRONIC EQUIPMENT - BROADENED

COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely by
use of the power from the "auto's" electrical
system that, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto";
(2) Removable from a housing unit which is
permanently installed in or upon the
covered "auto";
(3) An integral part of the same unit housing
any electronic equipment described in
Paragraphs (1) and (2) above; or
(4) Necessary for the normal operation of the
covered "auto" or the monitoring of the
covered "auto's" operating system.
b. Section III, Physical Damage Coverage, Limit
of Insurance, Paragraph C.2. is amended to
add the following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic equipment
(other than equipment designed solely for the
reproduction of sound, and accessories used
with such equipment) that reproduces,
receives or transmits audio, visual or data
signals which, at the time of "loss", is:

Form HA 99 16 12 21 Page 3 of 5
57UECBA9824

ITEM NO. 8.
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph

2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
c. For each covered "auto", should loss be
limited to electronic equipment only, our
obligation to pay for, repair, return or replace
damaged or stolen electronic equipment will
be reduced by the applicable deductible
shown in the Declarations, or $250, whichever
deductible is less.

10. EXTRA EXPENSE - BROADENED COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.

11. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of

SECTION III - PHYSICAL DAMAGE COVERAGE,
the following is added:

No deductible applies to glass damage if the glass
is repaired rather than replaced.

12. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of

SECTION III - PHYSICAL DAMAGE COVERAGE,
the following is added:

If another Hartford Financial Services Group, Inc.
company policy or coverage form that is not an
automobile policy or coverage form applies to the
same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by the
amount of the smaller (or smallest)
deductible.

13. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -

DUTIES IN THE EVENT OF ACCIDENT, CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of an
"accident" applies only when the "accident" is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.

14. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage Form
because of such failure.

15. HIRED AUTO - COVERAGE TERRITORY

SECTION IV, BUSINESS AUTO CONDITIONS,
PARAGRAPH B. GENERAL CONDITIONS, 7. -
POLICY PERIOD, COVERAGE TERRITORY - is
added to include the following:
(6) For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.

16. WAIVER OF SUBROGATION
Paragraph 5. TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US - of

SECTION IV - BUSINESS AUTO CONDITIONS
A. Loss Conditions is amended by adding the
following:

We waive any right of recovery we may have
against any person or organization with whom you
have a written contract that requires such waiver
because of payments we make for damages
under this Coverage Form.

17. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION VDEFINITIONS, C. is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.

18. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies except
as follows:

If we cancel for any reason other than
nonpayment of premium, we will mail or deliver to
the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.

57UECBA9824

ITEM NO. 8.

19. HYBRID, ELECTRIC, OR NATURAL GAS

VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical Damage
Coverages are amended as follows:
a. If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or
natural gas, we will pay an additional 10%, to
a maximum of $2,500, of the "non-hybrid"
auto’s actual cash value or replacement cost,
whichever is less,
b. The auto must be replaced and a copy of a
bill of sale or new lease agreement received
by us within 60 calendar days of the date of
"loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.

For the purposes of the coverage provision,
a. A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b. A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.

20. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:

In addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.

Form HA 99 16 12 21 Page 5 of 5
57UECBA9824

ITEM NO. 8.

ITEM NO. 8.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

A. The following is added to Section C. WHO IS AN INSURED:

Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.

A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.

However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.

The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.

The insurance afforded to such additional insured only applies to the extent permitted by law.

The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 57SBABG7ML7

ITEM NO. 8.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises;
(b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property 57SBABG7ML7

ITEM NO. 8.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:

This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. 57SBABG7ML7

ITEM NO. 8.

This Page
Intentionally
Left Blank

ITEM NO. 8.

PREPARED BY: Nicolle Burnham
Parks and Public Works Director
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: 12/02/2025
ITEM NO: 9
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute the First Amendment to an Agreement for Services with Los Gatos Monte Sereno Safe Routes to School Program for an Amount of $371,158.26 Plus Annual CPI Increases, and Budget Adjustments in the Amount of $88,457 to Recognize Annual Funding from Valley Transportation Authority’s Measure B Education & Encouragement Program (CIP No. 812-0134)
RECOMMENDATION: Authorize revenue and expenditure budget adjustments in the amount of $88,457 to fully recognize annual allocations from the Valley Transportation Authority’s Measure B Education and Enrichment Program; and Authorize the Town Manager to execute the First Amendment to an Agreement for Services with Los GatosMonte Sereno Safe Routes to School to update and replace the compensation section, increasing the total agreement amount from $350,950 (plus annual CPI increases) to $371,158.26 (plus annual CPI increases)
FISCAL IMPACT:

The Safe Routes to School Program, part of the Town’s Measure B Education and Encouragement Project (CIP No. 812-0134), is funded by the Valley Transportation Authority’s Measure B Education and Encouragement Program. The Town has allocated $260,482 to support the program. Of this, $172,025 has already been budgeted, leaving $88,457 available.

The proposed budget adjustment will fully recognize these annual allocations through Fiscal Year 2025–26.

The First Amendment to the Agreement for Services with Los Gatos–Monte Sereno Safe Routes to School increases compensation for programming within the existing project scope to a total of $371,158.26, plus annual CPI adjustments.

ITEM NO. 9.

PAGE 2 OF 4
SUBJECT: First Amendment to Agreement for Services with Los Gatos Monte Sereno Safe Routes to School
DATE: December 2, 2025
Crossing Guard expenses remain budgeted within the Police Department Operating Budget and have no impact on the Town’s General Fund.

STRATEGIC PRIORITY:

This action supports the Strategic Priorities of Community Character and Quality Public Infrastructure.

BACKGROUND:

On June 4, 2024, the Town Council authorized the Town Manager to execute an agreement (Attachment 1) for professional services with Los Gatos Monte Sereno Safe Routes to School (SRTS). This action replaced an earlier agreement that authorized SRTS to provide education and encouragement programming funded through the Valley Transportation Authority’s (VTA) Measure B Program and added management of the Town’s school crossing guard program to the SRTS scope. The agreement included a base amount of $20,000 per year for education and encouragement programming and $50,190 for crossing guard services, plus annual cost of living increases over the five-year agreement period.

DISCUSSION:

Staff recommend budget adjustments in the amount of $88,457 to fully recognize the total funding allocations from the Valley Transportation Authority through 2025-26 as available project budget. This action will bring the project current to reflect the $260,482 in total allocations made to the Town through 2025-26.

The proposed amendment (Attachment 2) addresses three issues:

1. SRTS expenses for Fiscal Year 2024-25 in excess of the $20,000 contract amount;

2. Increase base compensation for education and encouragement programming; and

3. Updating the compensation language to reflect these changes.

In Fiscal Year 2024-25, the cost of education and encouragement services provided by SRTS exceeded the agreement amount by $208.26. This cost overrun is the result of more robust participation in the SRTS programs than predicted at the beginning of the fiscal year, resulting in the need for additional supplies and equipment. The cost will be reimbursed by VTA if the Town Council approves the amendment.

The proposed amendment adds $5,000 per year to the base compensation allowed for education and encouragement programming starting in FY 25-26. The Town is reimbursed annually by VTA for all costs incurred by the Town that meet the program requirements. SRTS programming and management is an eligible expense under the Measure B program, and Measure B funding allocations will be the source for the increased compensation. Since SRTS

ITEM NO. 9.

PAGE 3 OF 4
SUBJECT: First Amendment to Agreement for Services with Los Gatos Monte Sereno Safe Routes to School
DATE: December 2, 2025
invoices the Town only for the programs it provides, if additional funding is not needed, it would not be spent.

The base agreement allows for cost escalation each year based on the consumer price index.

The amendment also updates the compensation section to conform with the Town’s current standard consultant agreement template language, ensuring consistency across all service contracts. With the proposed changes noted above, the total compensation of the agreement over the five-year term would increase from $350,950 to $371,158.26. All other terms of the agreement remain unchanged.

CONCLUSION:

Town Council authorization of the budget adjustments and the amendment will allow the SRTS program to continue providing important programming to the youth of Los Gatos at the increased level of participation, fulfill a portion of the Town’s goals to increase bicycle ridership, and help ensure the Town optimizes use of Valley Transportation Authority Measure B funding.

Budget
Existing Appropriations
Grant - 2016 Measure B $ 172,025
General Fund - Program 5101 - staffing $ 49,765
Appropriations Recommended with this Staff Report
Grant - 2016 Measure B $ 88,457
Subtotal $310,247
Expenditures
Existing Expenditures including Encumbrances
Consultation Services - Los Gatos Monte Sereno SRTS $ 110,418 Cost Share Agreement - City of Campbell $ 11,000
Staff Labor $ 66,310
Other Project Costs $ 12,389
Expenditures Recommended with this Staff Report
Consultation Services - Los Gatos Monte Sereno SRTS $ 20,208 Subtotal $ 220,325
Balance $ 89,922
Measure B Education & Encouragement Project
CIP Project 812-0134 (4118119, 4218119), General Fund Program 1115101

ITEM NO. 9.

PAGE 4 OF 4
SUBJECT: First Amendment to Agreement for Services with Los Gatos Monte Sereno Safe Routes to School
DATE: December 2, 2025
COORDINATION:

This staff report was coordinated with Los Gatos Monte Sereno Safe Routes to School, the Town Attorney, and the Finance Director.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Original Agreement with Exhibits

2. First Amendment to Agreement for Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is dated for identification on this 18th day of June 2024 by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Los Gatos-Monte Sereno Safe Route to School (SR2S) ("Consultant"), identified as a 501(c)(3) and whose address is 17010 Roberts Road, Los Gatos CA 95032. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desires to support access to safe walking and bicycling routes to schools located in the Town through the use of contracted crossing guards and by implementing education and encouragement programs.

1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement, by administering and operating the Town's program consistent with the Town's goals as set forth herein.

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.

1.4 Parties agree that this Agreement supersedes all prior agreements between the Town and Consultant.

2.1 II. AGREEMENTS
Scope of Services. Consultant shall provide services consistent with their mission, consistent with the goals and objectives of the Valley Transportation Authority's (VTA) Measure B Education and Encouragement Program, and the requirements of a crossing guard program for select schools. The services are further described in Exhibits A-1 and A-2.

2.2 Term and Time of Performance. This Agreement will remain in effect upon execution to June 30, 2029, subject to the appropriation of funds, notwithstanding any other provision of this agreement.

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 perform the services under this Agreement. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos.

Agreement for Consultant Services ATTACHMENT 1

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

2.4 2.5

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

Information/Report Handling. All reports and supportive data prepared for the Town by the Consultant under this Agreement shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. Unless otherwise agreed to by the Parties all reports, information, data, and exhibits prepared or assembled by Consultant for the Town in connection with the performance of its services pursuant to this Agreement and which are not generally known to the public, shall not be made available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release, or unless otherwise required to be released by law. 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.

Compensation. Base compensation for Consultant's services shall not exceed $70,190 in Fiscal Year 2024/25, inclusive of all costs. Payment is based on $20,000 per year for education and encouragement services and $50,190 per year for crossing guard services.

Compensation will be subject to Budget Appropriations.

Charges may be increased annually on the anniversary date of this Agreement, subject to prior written notice and with Town's written approval, based on either: a) the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price Index for all Urban Consumers for all items (CPI) of the preceding year ending on December 31; orb) cost increases from contracted services from the service provider for crossing guard services. If the CPI indicates a downward adjustment compensation would remain at the level of the preceding year. It is understood by both parties that this compensation is not intended to fully fund either of these programs and that the Consultant will seek funding sources outside of the Town for all costs.

Year 1- FY 2024/25 = $70,190
Year 2 - FY 2025/26 = $70,190
Year 3 - FY 2026/27 = $70,190
Year 4 - FY 2027 /28 = $70,190
Year 5 - FY 2028/29 = $70,190
For a total agreement not to exceed $350,950, plus CPI increases that may arise.

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 Consultant's ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. There are no reimbursable expenses permitted under this Agreement.

2. 7 Billing. Billing shall be semi-annually by invoice on October 1 and March 1 and shall be accompanied by a detailed explanation of the work performed, including adequate information for the Town to secure reimbursement from the VTA for Education and Encouragement Measure B Programs.

2.8 2.9
Payment shall be made within 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
e-mail: [email protected]
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.

Assignability. This Agreement shall not be assigned without the written consent of the Town.

2.10 Independent Contractor. It is understood that the Consultant, including each of Consultant's employees, agents, subcontractors, or others under Consultant's supervision or control, 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 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.

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

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.

3.1 3.2
Ill. INSURANCE AND INDEMNIFICATION
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 and in the aggregate for bodily injury, personal injury and property damage.
ii. Consultant shall provide to the Town all certificates of insurance, with original endorsements affecting coverage. Consultant 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 officers, officials, employees, and, volunteers are to be covered as additional insured as respects: the commercial general liability policy to cover liability arising out of activities

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

3.3 3.4

3.5 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 with respect to this Agreement, its elected and appointed 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.

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.

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.

Indemnification.

Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the Town, its officials, officers, employees, agents, and volunteers (collectively, "lndemnitees") from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys' fees and costs ("Losses") caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant's officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant's duty to indemnify and hold harmless lndemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of lndemnitees.

Consultant's obligation to defend shall arise regardless of any claim or assertion that lndemnitees caused or contributed to the Losses.

3. 6 Subcontractors.

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

4.1 4.2
a. Consultant will require its subcontractors or agents who will perform any portion of the scope of services set forth in this Agreement, to maintain in force, during the term of this Agreement, a policy of general liability insurance, naming Town, its officers, officials, employees, and volunteers as additional insureds in the same amount and same terms as set forth in Sections 3.l(i) and 3.2(i) above. Coverage shall be evidenced by a certificate of insurance and an endorsement in a form satisfactory to the Town that shall be delivered to the Town with a copy of any contract between Consultant and its subcontractor/agents for provision of services related to this Agreement. Upon Consultant's written request, Town may agree to waive or lower insurance policy limits including waiving the additional insurance requirement after consideration of the risk and special circumstances relevant to the subcontractor's scope of work.
b. Consultant will require its subcontractors or agents who will perform any portion of the scope of services set forth in this Agreement, to comply with the indemnification requirement set forth in Section 3.5 above. Consultant shall require such subcontractors or agents to defend, indemnify, and hold harmless the Town, its officers, officials, employees, and volunteers to the same extent and under the same terms and conditions as Consultant is required to defend, indemnify, and hold harmless the Town, its officers, officials, employees, and volunteers herein. Consultant shall provide Town with a copy of any contract between Consultant and its subcontractor/agents for provision of services related to this Agreement to verify compliance with this obligation.

IV. GENERAL TERMS
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.

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 without cause by giving not less than ninety (90) days notice prior to the end of the Town's fiscal year. The Town and Consultant shall each have the right to terminate with cause (if the party in breach fails to cure the breach within a 30 day time period after notice of the breach) by giving not less than ninety (90) days 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

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

4.4 4.5

4.6 4.7

4.8 4.9
event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination.

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.

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

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
Los Gatos-Monte Sereno Safe Routes to
School
17010 Roberts Road
Los Gatos, CA 95032
or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town.

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

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.

Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

4.10 Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

4.11 Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original.

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328

4.12 Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

Town of Los Gatos by: Consultant by:

DocuSigned by:
6/26/2024
i=-1=~1= ... [!;~1-½!•~~~s __________ 6_12_1_12_02_4_
Laurel Prevetti, Town Manager Wendy Riggs, Executive Director Recommended by:

DocuSigned by:
lblli,, ~ 6/21/2024 0-E~4+'-"C3+-...------------
NiCOlle Burnham
Director of Parks and Public Works
Approved as to Form:

DocuSigned by:
6/25/2024
cFBffl'3"~-----------------
Gabrielle Whelan, Town Attorney
Attest:
6/26/2024

Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 Exhibit A-1- Scope of Services between the Town of Los Gatos and the Los Gatos-Monte Sereno Safe Routes to School Program
Town of Los Gatos
Task 1 - Measure B Bicycle & Pedestrian Education & Encouragement Program of Projects This schedule depicts the nature of the programs to be provided. Additions, deletions and changes may occur.

July 1, 2024 - June 30, 2025
P . t litl Project Activities Project Frequency p . t G 1 * Proposed Evaluation roJec e D . . L . roJec oa s M . * escriptIon ocatIons etrics Pre K Education
Opportunities: learn
to Ride Balance
Bikes
Kindergarten
Pedestrian Training
Grade 1 - Advanced
Pedestrian Training
Grade 2 - Scooter
Training and Traffic
Understanding
Grade3 or4-
Helmet Safety
Training
30 minutes of outdoor
on-bike training.

Using class time to introduce
balance bike curriculum to
students.

Use a combination of a visual
presentation and outdoor
crosswalk practice to teach
kindergarteners how to be
more aware as a pedestrian.

To build on the Kindergarten
Training by adding traffic flow
and more advanced traffic
situations. In class visual
presentation and playground.

To build on Pedestrian
training with focus on scooter
safety and the
acknowledgment of traffic
flow.

Outdoor on-scooter training.

Middle school students present
the importance of
LGUSD Once a month
elementary depending on
schools. participation
rates.

Local preschools.

LGUSD 1
elementary presentation
schools. per
kindergarten
class at each
LGUSD school
per year.

LGUSD 1
elementary presentation
schools. per first grade
class at each
LGUSD school
per year.

LGUSD 1
elementary presentation
schools. per school at
each LGUSD
school per
year.

LGUSD 1 assembly
elementary per LGUSD
schools. school.
• To encourage children
to learn to ride bikes.
• Encourage parents to
teach kids bike skills.
• 20 student participants
• 2 schools = Present to
25% of kindergarteners.
• 2 schools= Present to
25% of first graders.
• 1 school= Engage with
15% of second graders.
• 2 Schools= 50% of 3rd
or 4th graders.
• Number of children
participating
• Number of locations we
offer the program
• Number of sessions
offered
• Number of students
participating
• Number of schools
participating
• Number of students
participating
• Number of schools
participating
• Number of students
participating
• Number of schools
participating
• Number of students
participating

EXHIBIT A
Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 Grade4-
Bike Rodeo
Grades& 6-
Middle School
Cycling Proficiency
Grade 7 & 8 - Train
the Trainer: Helmet
Safety
Los Gatos High
Schoo/-
Implementation into
Life Fitness Course
wearing a helmet and how to
properly fit it.

Indoor assembly.

Practical outdoor on-bike
training for kids, showing them
various traffic situations and
how to best navigate them.

Develops a sense of
responsibility, confidence and
empowerment.

Practical outdoor on-bike
training f or kids.

Reviewing basic safety
manoeuvres and road riding.

Develops a sense of
responsibility, confidence and
empowerment.

Train M iddle school students to
teach elementary school kids
about the importance of
wearing helmets.

High school students learn
about key elements of riding
on the roads.

On road experience on the
town roads navigating traffic.

LGUSD
elementary
schools.

Daves
Elementary
School - Monte
Sereno
Neighborhood
Fisher Middle
SchoolLeadership Class
Los Gatos High
School - Town of
Los Gatos
1 Bike Rodeo 4 Schools = 100% of 4th graders.
per school per
year.
4 week course 10 students who graduate the
-2 hours per program.
week.
1-2 courses offered.
1-2 times per 1-2 training sessions completed. 15
year.
student participants.
1 class per Number of students that
week- 90 participate - 20-30
minutes. Total hours of education and
practical road experience - goal
Ongoing is to keep cycling in the HS
class. curriculum
• Number of schools
participating
• Number of students
that participate
(maintain current
participation levels)
• Number of schools that
participate
• Number of students
that graduate the
program.
• Number of courses
offered.
• Number of students
that participate.
• Number of training
sessions completed.
• Number of students
that participate
• Total hours of
education and practical
road experience

EXHIBIT A
Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 LC/ training
Educational Videos
Safety Lessons in a
Set Curriculum/
Lesson Plan (rainy
day/substitute
teacher plans)
Encourage Town members to Los Gatos 3 classes, 4 10 trained and licensed community Number of community obtain their Licensed Cycling Location. hour per class. members. members trained and Instructor License through the
American League of Cyclists to
help expand our programs
going forward.

Online education on key areas
of concern in the community
regarding routes to school and
student transportation ( ie. key
intersections, helmets, bike
route mapping, key bike
manoeuvres.)
Provide teachers/PE teachers
set curriculums to satisfy
learning initiatives and target
safety education using videos
& games- target elementary
school classes.

LGUSD Ongoing
newsletters and
website, SR25 social
media and website.

LGUSD Schools Ongoing
• 2 Videos.
• Develop a rollout procedure to
maximize views.
• Metrics to be developed along
with rollout procedure
1-2 schools using the curriculum.
licensed.

Number of
students/families that
see videos.
• Number of schools
using the lesson plans
• Number of teachers
that use lesson plans
• Number of students
that participate in
lessons

EXHIBIT A
Agreement for Consultant Services

ITEM NO. 9.

DocuSign Envelope ID: 41A3D5B0-6611-485A-9954-BB9757B10328 Task A-2 - Crossing Guard Services
Consultant shall provide Crossing Guard Services as defined below.

1. Manage and coordinate the Crossing Guard program to the satisfaction of the school districts served. Consultant to hire, train, and manage contractors, define the scope of work to be completed and oversee the contractor's performance to provide adequate crossing guard services at schools within the Town's school districts during the school year and summer sessions, provide payroll and worker's compensation coverage for all guards with a waiver of subrogation in favor of the Town, and provide all necessary safety equipment.

2. Serve as liaison to the school districts with regard to the crossing guard program. Consultant to provide communication and other services as needed to meet the needs of school districts and coordinate payment of contract services as required for funding of the program. Town will provide annual funding as noted in Section 2.6 of the Agreement.

3. Consultant is responsible for conducting background checks, finger-printing, and hiring crossing guards who do not have any felony convictions, misdemeanor convictions involving crimes against children, or convictions involving any violent crime, or not be a registered sex offender or narcotics offender.

4. Consultant must comply with all applicable laws related to the operating and administering the Crossing Guard program.

EXHIBIT A
Agreement for Consultant Services

ITEM NO. 9.

Amendment to Agreement
Los Gatos-Monte Sereno Safe Routes to School ATTACHMENT 2

AMENDMENT TO AGREEMENT

PREAMBLE
This First Amendment to Agreement for Consultant Services is dated for identification on this 2nd day of December 2025, and amends that certain First Amendment to Agreement for Consultant Services dated June 26, 2024, made by and between the Town of Los Gatos, ("Town,") and the Los Gatos-Monte Sereno Safe Routes to School (“Consultant”) identified as an Limited Liability Company and whose address is 17010 Roberts Road Los Gatos CA 95032.

I. RECITALS
A. Town and Consultant entered into Agreement for Consultant Services Agreement on June 26, 2024, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement to Town desires to amend compensation, add funding for education and encouragement programs and to update compensation language.

II. AMENDMENT
Section 2.6 Compensation is replaced in its entirety and shall read:

2.6 Compensation: Compensation for Fiscal Year 2024/25 shall not exceed $70,398.26.

Compensation fiscal Year 2025/26 shall not exceed $75,190. Compensation in future years will be the FY2025/26 base cost of $75,190 adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco-OaklandSan 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. Compensation for services is inclusive of all costs subject to appropriation of funds, notwithstanding any other provision in this agreement. Payment shall be based upon Town approval of each task. Payment shall be adjusted upward annually for the remaining term of this agreement by the change, if any.

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

ITEM NO. 9.

Amendment to Agreement
Los Gatos-Monte Sereno Safe Routes to School ATTACHMENT 2 IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos by:
________________________________________
Chris Constantin, Town Manager
Los Gatos-Monte Sereno Safe Routes to School by:
________________________________________
Wendy Riggs , Executive Director
Recommended by:
________________________________________
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
________________________________________
Gabrielle Whelan, Town Attorney

ITEM NO. 9.

PREPARED BY: Nicolle Burnham
Parks and Public Works Director
Reviewed by: 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: 12/02/2025
ITEM NO: 10
DATE: December 2, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Fourth Amendment to the Agreement for Services with Sequoia Ecological Consulting Inc RECOMMENDATION: Staff recommends that the Town Council authorize the Town Manager to execute a Fourth Amendment to the Agreement for Services with Sequoia Ecological Consulting, Inc. (Sequoia) to extend the agreement end date to December 31, 2027, for Vegetation Management – Townwide Open Spaces Project (4218507, CIP No. 832-4508).

STRATEGIC PRIORITIES:

This project supports the Core Goal of Public Safety. Sequoia Ecological Consulting provides environmental consulting services for the ongoing wildfire fuel reduction work in town-owned open spaces.

FISCAL IMPACT:

There are no fiscal impacts related to this action. The Fourth Amendment is an extension of time only and does not increase total project expenditure. Funding for the work performed during the extended term is included in the adopted Capital Improvement Program budget for the Vegetation Management – Townwide Open Spaces Project (4218507, CIP No. 832-4508), and no additional appropriation is needed.

BACKGROUND:

On August 6, 2024, the Town Council authorized the Town Manager to execute an agreement

ITEM NO. 10.

PAGE 2 OF 3
SUBJECT: Authorize Fourth Amendment to Agreement for Services with Sequoia Ecological Inc.

DATE: December 2, 2025
with Sequoia in the amount of $181,165 to provide environmental management and compliance services for vegetation management in Town owned open space areas.

On October 15, 2024, the Town Council authorized the Town Manager to execute the First Amendment to the agreement to amend the scope of services and increase the compensation to $231,355.

On January 21, 2025, the Town Council authorized the Town Manager to execute the Second Amendment to the agreement, amending the scope of services and increasing the total compensation to $237,795.

On May 20, 2025, the Town Council authorized the Town Manager to execute the Third Amendment to the agreement, amending the Term and Time of Performance to allow the contract to remain in effect through December 31, 2025.

DISCUSSION:

Sequoia continues to support staff in addressing the extensive environmental requirements associated with wildfire risk reduction in Town open spaces. Initial open space area field work will be completed in the early months of 2026. Sequoia will provide ongoing biological and environmental compliance monitoring during these efforts.

Following completion of the Phase I work, a two-year maintenance period will commence, with maintenance occurring in 2026 and 2027. Services from Sequoia will continue to be required through the maintenance period.

CONCLUSION:

Approving this amendment will allow Sequoia to support staff in finalizing the open space vegetation management/wildfire risk reduction work that is planned to continue through spring 2026, as well as implementing the project’s two-year maintenance period.

ENVIRONMENTAL ASSESSMENT:

The Project Specific Analysis and Addendum concluded that all the effects of the proposed project: (a) have been covered in the CalVTP PEIR; and (b) all applicable Standard Project Requirements and mitigation measures identified in the CalVTP PEIR will be implemented.

The proposed project is, therefore, within the scope of the CalVTP PEIR. A Notice of Determination has been submitted to the County of Santa Clara.

ITEM NO. 10.

PAGE 3 OF 3
SUBJECT: Authorize Fourth Amendment to Agreement for Services with Sequoia Ecological Inc.

DATE: December 2, 2025
Attachments:

1. Fourth Amendment to Agreement for Consulting Services with Sequoia Ecological Consulting Inc., including Exhibit A – Original Agreement, Scope of Services, and Prior Amendments.

ITEM NO. 10.

Fourth Amendment to Agreement for Consultant Services
Sequoia Ecological Consulting, Inc.

AMENDMENT TO AGREEMENT
Sequoia Ecological Consulting Inc.

PREAMBLE
This Fourth Amendment to Agreement for Consultant Services is dated for identification on this 2nd day of December 2025, and amends that certain Amendment to Agreement for Consultant Services dated the 20th day of May 2025, made by and between the Town of Los Gatos, ("Town,") and Sequoia Ecological Consulting, Inc. (“Consultant”) identified as an S Corporation and whose address is 1342 Creekside Drive, Walnut Creek, CA 94596.

I. RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on August 6, 2024, (“Agreement”), with a First Amendment executed October 15, 2024, a Second Amendment executed January 21, 2025 and a Third Amendment executed May 20, 2025, copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement to update the Term and Time of Performance.

II. AMENDMENT
A. Section 2.2 Term and Time of Performance. This contract section is hereby amended to read as follows: This contract will remain in effect upon execution through December 31, 2027.

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

ATTACHMENT 1 Page 988
ITEM NO. 10.

Fourth Amendment to Agreement for Consultant Services
Sequoia Ecological Consulting, Inc.

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

Town of Los Gatos by:
________________________________
Chris Constantin, Town Manager
Sequoia Ecological Consulting, Inc. by:
__________________________
Deb Montana, President
Recommended by:
________________________________________
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
________________________________________
Gabrielle Whelan, Town Attorney

ITEM NO. 10.

Amendment to Agreement
Sequoia Ecological Consulting, Inc.

AMENDMENT TO AGREEMENT

PREAMBLE
This Third Amendment to Agreement for Consultant Services is dated for identification on this 20th day of May 2025, and amends that certain Amendment to Agreement for Consultant Services dated 21st Day of January 2025, made by and between the Town of Los Gatos, ("Town,") and the Sequoia Ecological Consulting, Inc. (“Consultant”) identified as an S Corporation and whose address is 1342 Creekside Drive, Walnut Creek, CA 94596.

I. RECITALS
A. Town and Consultant entered into Agreement for Consultant Services on August 6, 2024, (“Agreement”), with a First Amendment executed on October 15, 2024 and a Second Amendment executed on January 21, 2025 copies of which are attached hereto and incorporated by reference as Exhibit A to this Amendment.

B. Town desires to amend the Agreement to Term and Time of Performance.

II. AMENDMENT
A. Section 2.2 Term and Time of Performance. This contract section is hereby amended to read as follows: This contract will remain in effect upon execution through December 31, 2025.

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

Docusign Envelope ID: 2DB9354D-72A3-4977-BD0C-504FCFD7E34B

ITEM NO. 10.

Amendment to Agreement
Sequoia Ecological Consulting, Inc.

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

Town of Los Gatos by:
________________________________________
Chris Constantin, Town Manager
Sequoia Ecological Consulting, Inc. by:
_______________________5/2/25_____________
Will Johnson, Program Manager
Recommended by:
________________________________________
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
________________________________________
Gabrielle Whelan, Town Attorney
Attest:
________________________________________
Wendy Wood, CMC, Town Clerk
Docusign Envelope ID: 2DB9354D-72A3-4977-BD0C-504FCFD7E34B 5/27/2025
5/28/2025
5/29/2025
5/29/2025

ITEM NO. 10.

Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542

Second Amendment to Agreement for Consultant Services
Sequoia Ecological Consulting, Inc.

AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT is dated for identification this 21st day of January 2025 and amends that certain First Amendment to Agreement for Consultant Services dated October 15, 2024, made by and between the Town of Los Gatos, ("Town,") and the Sequoia Ecological Consulting, Inc. (“Consultant”) identified as an S Corporation and whose address is 1342 Creekside Drive Walnut Creek, CA 94596.

RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on August 6, 2024, (“Agreement”), a First Amendment to Agreement for Consultant Services on October 15, 2024, copies of which is attached hereto and incorporated by reference as Exhibit B to this Amendment.

B. Town desires to amend the Agreement to provide additional services and to add to the compensation as described in Exhibit A of this amendment.

AMENDMENT

1. Section 2.1 Scope of Services is amended to add the services in Exhibit A of this amendment.

2. Section 2.6 Compensation is amended to increase by $6,440 for a total amount not to exceed $237, 795, inclusive of all costs.

Payment shall be based upon Town approval of each task based on Exhibit A.

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

EXHIBIT A to Third
Amendment

ITEM NO. 10.

Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542

Second Amendment to Agreement for Consultant Services
Sequoia Ecological Consulting, Inc.
2/3/2025 1/29/2025
2/3/2025 2/4/2025
1/30/2025
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos: Sequoia Ecological Consulting, Inc. by:

Chris Constantin, Town Manager Debie Montana, Chief Executive Officer Department Approval:

Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:

Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk

ITEM NO. 10.

Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542 Date: December 23, 2024
To: Nicolle Burnham
Parks and Public Works Director
Town of Los Gatos
110 E. Main St.

Los Gatos, CA 95030
From: Kyle Verblaauw| Biologist – Project Manager
Tel. (201) 787-1738 | [email protected]
Sequoia Ecological Consulting, Inc.

DIR #1000022497 | DBE #40492 (CUCP/CA DOT) | SBE #1790596 (CA DGS) RE: Scope of Work and Cost Estimate for California Department of Fish Wildlife Consultation Memorandum for the Los Gatos Vegetation Management Project Section 1. Cost Estimate
Sequoia anticipates providing services on a time and material (T&M) cost basis. The estimated costs for the scope of work and assumptions provided in Sections 2 and 3 below.

TASK 1. CDFW COMMENT MEMORANDUM PREPARATION
Task Cost Type Bid Item Total
Cost

1. CDFW Comment Memorandum Preparation T&M $6,440
Section 2. General Assumptions
 Assumes one round of client edits.
 Cost estimate does not include coordination or communication with any regulatory agencies, outside consultants, or other entities. These services can be provided under an amended scope as requested.
 Sequoia will not edit or provide any addenda to the Project Specific Analysis (PSA) document. 1342 Creekside Drive  Walnut Creek, CA 94596  925.855.5500  www.sequoiaeco.com

EXHIBIT A

ITEM NO. 10.

Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542 Sequoia Ecological Consulting Scope andQuote
Los Gatos Vegetation Management Project
December 23, 2024
Page
2 of 2
Section 3. Scope of Work
Sequoia will continue to support the Los Gatos Vegetation Management Project by developing a memorandum addressing the comments provided by the California Department of Fish and Wildlife (CDFW) during the PSA review process. Sequoia will prepare the memorandum directly acknowledging and/or addressing all CDFW comments and provide a draft to the Town of Los Gatos for review and comments prior to submittal to the California Board of Forestry for filing. Development of the memorandum may include additional research and/or mapping to adequately address CDFW comments.

Closing
Sequoia carries commercial auto, general liability, workers compensation, and professional liability insurance, and can provide a waiver of subrogation.

If you have any questions regarding our scope of work and cost estimate, or if we may be of further assistance, please do not hesitate to contact me directly. We look forward to supporting you on this project.

Sincerely,
Kyle Verblaauw | Biologist, Project Manager
Sequoia Ecological Consulting, Inc.

Mobile: 201.787.1738 | Main: 925.855.5500 ǀ Fax: 510.439.1104 [email protected]
www.sequoiaeco.com

ITEM NO. 10.

Environmental Services Env. Project Management Administrative Support Services Field Technician 1 $90 Assistant Project Manager 1 $165 Clerical Field Technician 2 $105 Assistant Project Manager 2 $170 Project Administrator Field Technician 3 $115 Assistant Project Manager 3 $175 Technical Editor 1 Staff Biologist 1 $120 Project Manager 1 $180 Technical Editor 2 Staff Biologist 2 $125 Project Manager 2 $185 Technical Editor 3 Staff Biologist 3 $130 Project Manager 3 $190 Senior Technical Editor Associate Biologist 1 $135 Project Manager 4 $200
Associate Biologist 2 $140 Project Manager 5 $210 Geographic Information Services (GIS) Associate Biologist 3 $145 Project Manager 6 $220 GIS Technician 1 Project Biologist 1 $150 Sr. Project Manager 1 $230 GIS Technician 2 Project Biologist 2 $155 Sr. Project Manager 2 $240 GIS Technician 3 Project Biologist 3 $160 Sr. Project Manager 3 $250 GIS Analyst 1 Resource Specialist 1 $165 Program Manager 1 $260 GIS Analyst 2 Resource Specialist 2 $170 Program Manager 2 $270 GIS Analyst 3 Resource Specialist 3 $175 Program Manager 3 $280 GIS Project Manager 1 Senior(Sr.) Biologist 1 $180 Principal 1 $290 GIS Project Manager 2 Sr. Biologist 2 $185 Principal 2 $300 GIS Project Manager 3 Sr. Biologist 3 $190 Principal 3 $310 GIS Specialist 1
Sr. Scientist 1 $200 Sr. Principal 1 $320 GIS Specialist 2 Sr. Scientist 2 $210 Sr. Principal 2 $330 GIS Specialist 3 Sr. Scientist 3 $220 Sr. Principal 3 $340 GIS Program Manager 1 Sr. Technical Specialist 1 $230 GIS Program Manager 2
Sr. Technical Specialist 2 $240 Botanist/Arborist Services GIS Program Manager 3 Sr. Technical Specialist 3 $250 Botanist/Arborist 1 $135 Sr. Regulatory Specialist 1 $260 Botanist/Arborist 2 $150 Sr. Regulatory Specialist 2 $270 Botanist/Arborist 3 $165 Sr. Regulatory Specialist 3 $280 Sr. Botanist/Arborist 1 $185 Sr. Botanist/Arborist 2 $200
Sr. Botanist/Arborist 3 $215
$110
$135
$150
$160
$170
$195
$135
$145
$155
$165
$175
$185
$200
$210
$220
$230
$240
$250
$260
$270
$280
SEQUOIA ECOLOGICAL CONSULTING, INC.
2024HOURLYRATE SCHEDULE
Other Direct Costs
Regular Vehicle (GSA Rate) $0.67/mile
Submeter GPS
UTV and Trailer
Fleet Vehicle
iPad
Wildlife Remote Camera
Acoustic Bat Monitor
Kayak Kit
Survey Flashlight(Streamlight)
Aquatic Survey Sampling Kit
Drone/sUAS
Wetsuit
Drysuit
YSI ProDSS Water Quality Meter
Notes on Expense Reimbursement/Other:

1. Computer, facsimile, and telephone are included in the billing rates, and there is no additional charge.

2. Reproduction, equipment, and other direct expenses are reimbursed at cost plus a 15% administrative handling charge (excluding mileage).

3. Subconsultants will be billed at their indicated rate plus a 15% administrative handling charge; or the Sequoia labor category commensurate with their role.

4. Depending upon location, PerDiem may be charged where overnight stays are required.

5. Weekly or monthly equipment rates at a reduced amount may be available on a contract-specific basis.

6. Expert Witness Testimony, including Depositions, is billed at the time and half.

7. Non-standard invoice processing will be billed atstandard hourly rates forsupport personnel.

8. Sequoia will review our hourly rates annually and may choose to escalate ourrate sheet depending on changes to the cost- of living- index and other factors.

9. Hours beyond 8 hours per day are charged at an overtime rate of 1.5 times our standard hourly rates for qualifying personnel.

To comply with California Labor Code 512 and California Code of Regulations 11040, if on-site conditions prohibit personnel from taking required breaks, one additional hour of time will be billed per day for qualifying staff covered under the regulations.
www.sequoiaeco.com
Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542 $100/day
$95/day
$95/day
$10/day
$20/ day
$35/day
$75/day
$12.50/day
$25/person/day
$250/day
$70/week
$195/week
$125/day

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542

Amendment 1 to Agreement of Consultant Services with Sequoia Environmental Consulting

EXHIBIT B

AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this 15th day of October, 2024 and amends that certain Agreement for Consultant Services dated August 6, 2024, made by and between the Town of Los Gatos, ("Town,") and Sequoia Consulting Group (“Consultant”), identified as an S Corporation and whose address is 1342 Creekside Drive, Walnut Creek, CA 94596

RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on August 6, 2024, (“Agreement”), a copy of which is attached hereto and incorporated by reference as Exhibit B to this Amendment.

B. Town desires to amend the Agreement to provide additional environmental consulting services that are required to comply with state and federal environmental laws.

AMENDMENT

1. Section 2.1 Scope of Services is amended to add the services in Exhibit A of this amendment.

2. Section 2.6 Compensation: Compensation for services is amended to increase by $1,000 to correct a discrepancy in the original agreement* and to add $49,190 for a total amount not to exceed $231,355, inclusive of all costs. Payment shall be based upon Town approval of each task and fees for each task shall not be exceeded without written authorization from the Town.

3. All other terms and conditions of the Agreement remain in full force and effect. *The original agreement was executed for a base price of $181,165. The Proposal Price Sheet submitted by Consultant (See page 70 or 96 of the original agreement) included six lines items with a total value of $182,165. This amendment adjusts the original agreement base price to coincide with the bid proposal submitted by Sequoia.

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542

Amendment 1 to Agreement of Consultant Services with Sequoia Environmental Consulting _____________
10/21/2024
10/22/2024 10/24/2024
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.

Town of Los Gatos: Approved as to Consent:
_
Katy Nomura, Interim Town Manager Will Johnson, Program Manager Department Approval:

Nicolle Burnham
Director of Parks and Public Works
Approved as to Form: Attest:

Gabrielle Whelan, Town Attorney Wendy Wood, CMC, Town Clerk 10/24/2024

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 1342 Creekside Drive  Walnut Creek, CA 94596  925.855.5500  www.sequoiaeco.com

EXHIBIT A
Date: September 17, 2024
Nicolle Burnham
Director
Town of Los Gatos – Parks and Public Works
41 Miles Avenue
Los Gatos, CA 95030
Will Johnson, M.S.

Climate Resiliency & Restoration Program Manager
Sequoia Ecological Consulting, Inc.

Town of Los Gatos Vegetation Management Plan Project Specific Analysis(PSA) Additional Scope – September 2024
To:

From:

RE:

Scope of Work
Task 1: Perform Additional Project Coordination
Sequoia will provide additional hours of project management time to successfully submit the Town of Los Gatos (Town) Vegetation Management Plan (VMP) PSA, implement and coordinate necessary survey efforts, and generally guide the process beyond those efforts originally outlined in the base scope of work.

Assumptions:
 Budget assumes 10 additional meetings than what is covered in the base scope. Weekly meetings will be one (1) hour and virtual. Both the Program Manager and Project Manager will attend the meetings.

Task 2: Prepare Notice of Determination & Assist in Submitting Project PSA Sequoia will review all previously created PSA materials for completeness and compliance, and then assist the Town in packaging and submitting them to the Board of Forestry and CAL FIRE. Sequoia will prepare a Notice of Determination (NOD) in accordance with Section 15094 of the California Environmental Quality Act (CEQA) Guidelines. The Town will need to file the NOD with the County Clerk.

Sequoia will attend a site visit of the project sites with California Department of Fish and Wildlife (CDFW), U.S. Fish and Wildlife Service (USFWS), and the Town if requested. Costs have been included for this one (1) field meeting for the Program Manager and Project Manager (if a field meeting is necessary).

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal
Town of Los Gatos Vegetation Management Plan PSA
September 17, 2024
Page
2 of 6
Deliverables:
 Assist in delivering the Project Specific Analysis (PSA) for the Town of Los Gatos VMP to the Board of Forestry and CAL FIRE.
 Notice of Determination in PDF format.

Assumptions:
 The Town will provide all relevant materials associated with the PSA, including GIS shapefiles, drafts, forms and other materials that were generated by the previous environmental consulting firm for the PSA effort.
 We assume materials have been proof-checked and that agencies have been previously consulted on the content and elements. We do not assume any level of effort for edits, revisions or changes to the PSA. Additional efforts to make edits or revisions will be scoped separately.
 The Town will provide applicable NOD filing fees via a reimbursable expense on Sequoia’s invoice.

Task 3: Perform Rare Plant Surveys per California Vegetation Treatment Program (CalVTP) Specific Project Requirement (SPR) BIO-7
Sequoia will review findings from the PSA reconnaissance surveys previously conducted (2023) to effectively eliminate unsuitable habitat for species and plants that will not require further analysis. This could lead to a potentially smaller survey area and effort for rare plant surveys. This could also identify areas that the Town’s contractor can effectively begin work in during the fall/winter 2024 season, after pre-treatment surveys have been completed. Otherwise, in suitable habitat areas, per the CalVTP, Sequoia understand bloom-period appropriate rare plant surveys for rare species anticipated to occur must occur prior to treatment efforts.

Per the CalVTP, Sequoia understands that if target special-status species is an herbaceous annual, stump-sprouting, or geophyte species, the treatment may be carried out during the dormant season for that species, or when the species has completed its annual lifecycle without conducting presence/absence surveys provided the treatment will not alter habitat or destroy seeds, stumps, or roots, rhizomes, bulbs and other underground parts in a way that would make it unsuitable for the target species to reestablish following treatment. Therefore, it may be possible to reduce survey efforts pending evaluation of species occurrence, phenology, and PSA treatment methods (excavation/disturbance vs. light-on-land approach).

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal
Town of Los Gatos Vegetation Management Plan PSA
September 17, 2024
Page
3 of 6
A Sequoia botanist will perform a protocol-level survey following California Department of Fish and Wildlife (CDFW) Protocols for Surveying and Evaluating Impacts to Special Status Native Plant Populations and Sensitive Natural Communities” (current version dated March 20, 2018) of the treatment area for sensitive natural communities and sensitive habitats. Sensitive natural communities will be identified using the best means possible, including keying them out using the most current edition of A Manual of California Vegetation (including updated natural communities data at http://vegetation.cnps.org/), or referring to relevant reports (e.g., reports found on the VegCAMP website). Surveys will be conducted in a manner which maximizes the likelihood of locating special status plants and sensitive natural communities. They will be floristic in nature meaning that every plant taxon that occurs is identified to the taxonomic level necessary to determine rarity and listing status.

The extent of the survey may include adjacent or adjoining properties where project effects could occur – it is important to not restrict surveys to known locations of special status plants. Surveys will consist of walking through both the survey areas and as much of the treatment areas as possible.

Parallel survey transects may be necessary to ensure thorough survey coverage in some habitats.

Sequoia will identify plants in the field. If any special status plants or sensitive natural communities are found during these surveys, Sequoia will flag and map them using a combination of methods including ArcGIS Field Maps, CalFlora Weed Observer, and/or another GPS mapping software (e.g., Avenza).

Sequoia will take detailed notes and record all information as required by CDFW protocols (e.g., location description, site-specific characteristics, number of individuals, percentage of each special status plant and associated life stage characteristics, density of special status plants and digital images of special status plants and sensitive natural communities).

The botanist will map and digitally record, using a Global Positioning System (GPS), the limits of any potential sensitive habitat and sensitive natural community identified in the treatment area.

Deliverables:
 Sequoia will summarize results from the completed surveys. A separate report will not be generated. The team will follow CDFW protocols and will submit all required documentation to the CDFW as required.

Assumptions:
 The Town will provide Sequoia with geodata of Project and survey areas as GIS Shapefile or Google Earth .kmz file, including the following layers: treatment area boundaries with roads and trails, treatment area habitat types, and any other relevant GIS products associated with the development of the PSA in general.

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal
Town of Los Gatos Vegetation Management Plan PSA
September 17, 2024
Page
4 of 6
Task 4: Perform Pre-field Research and Archaeological Surveys per SPR CUL-1 through SPR CUL-5 & SPR CUL-8
Sequoia’s cultural resource sub-consultant Montrose will perform CalVTP Programmatic EIR Standard Project Requirements (SPRs) CUL-1 through CUL-5 and SPR CUL-8 including: records search, pre-field research, an archaeological survey, coordination with Native American groups (already included under base scope; this cost omitted from this additional work proposal), worker training to recognize sensitive cultural resources (if necessary, already included in base scope), and avoiding or protecting known resources.

Montrose will conduct pre-field research and conduct a site-specific survey of the treatment area. The purpose of pre-field research is to inform survey design, based on the types of resources likely to be encountered within the treatment area, and to be prepared to interpret, record and evaluate these findings within the context of local history and prehistory. Pre-field research includes reviewing records, studying maps, reading pertinent ethnographic, archaeological and historical literature specific to the area. The survey methodology (e.g., pedestrian survey, subsurface investigation) depends on whether the area has a low, moderate, or high sensitivity for resources, which is based on whether the records search, pre-field research, and/or Native American consultation identifies archaeological or historical resources near or within the treatment area. A survey report will be completed for every cultural resource survey completed.

A record search at the Northwest Information Center, Sonoma State University, will be requested that includes the treatment areas and a quarter-mile buffer. Montrose will submit a Sacred Lands Request to the Native American Heritage Commission (NAHC) for a list of local tribes and, upon receipt, draft a contact letter for Sequoia and the Town for review. The final letter will be sent to each contact requesting information on Tribal Cultural Resources, if any, that may be impacted by project actions.

Montrose will send the letters via the U.S. mail with a certified return receipt, and also email the letter to each tribal contact. Follow-up emails will be sent approximately two weeks later.

In accordance with SPR CUL-4 (Archaeological Surveys) of the CalVTP EIR, Montrose archaeological staff will conduct archaeological surveys of proposed treatment areas. The current fuel reduction treatments cover approximately 194 acres. The record search and Native American consultation process will help to determine which areas have a low, moderate, or high sensitivity for resources and dictate the appropriate survey methodology (e.g., more intensive survey or more cursory inspection). Slope percentage and distance to water sources will be used to adjust field efforts, depending on a modeled probability of encountering archaeological deposits. Field staff will use GPS devices and ESRI Field Maps to accurately record any cultural resources encountered. Location maps and sketch maps associated with the forms will utilize ArcGIS Pro software and Adobe Illustrator, as needed. A Cultural Resources Assessment Report will be prepared to report the methods and findings of the study.

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Sequoia Ecological Consulting, Inc. Page
Proposal 5 of 6
Town of Los Gatos Vegetation Management Plan PSA
September 17, 2024
Deliverables:
 Report(s)summarizing results from archaeologicalsurvey.  Draft and final tribal contact letters (electronic only).

Assumptions:
 The Town will provide all relevant materials associated with the PSA, including GIS shapefiles, drafts, forms and other materials that were generated by the previous environmental consulting firm for the PSA effort.
 Montrose will respond to one round of comments on the draft letter from the Town.  Up to one virtual meeting with any Tribe requesting consultation on Tribal Cultural Resources.
 No more than 4 pre-contact or post-contact archaeological sites will be identified and recorded using California Department of Parks and Recreation (DPR) Primary Record standards.  Two days in the field is expected for two archaeologists.  Montrose will respond to one round of comments on the draft Cultural Resources Assessment Report from Sequoia and one from the Town.
 No isolated object will be recorded. Refuse scatters will be recorded if they contain more than 6 cans or bottles within a 100-meter square area.  No built environment element will be recorded; allsuch resources are assumed to be avoided by project actions.
 No cultural resources will be evaluated for significance under the California Register of Historical Resources (CRHR)1 criteria as part of this scope of work. It is assumed all identified archaeological resources and built environment features or structures will be avoided by project actions. Any potentially eligible historical resource that cannot be avoided will require additional scope and costs to evaluate under CRHR criteria.

Cost
Sequoia anticipates providing services as not-to-exceed total amounts, on a time-and-materials basis using established rates. The estimated costs for the scope of work outlined above are as follows:

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Sequoia Ecological Consulting, Inc. Page
Proposal 6 of 6
Town of Los Gatos Vegetation Management Plan PSA
September 17, 2024
Task Cost
Task 1. Additional Project Coordination $ 4,195
Task 2. Prepare Notice of Determination & Assist in Submitting PSA $ 4,846 Task 3. Rare Plant Surveys per SPR BIO-7 $ 9,087
Task 4. Perform Pre-field Research and Archaeological Surveys per SPR CUL-1 through SPR CUL-5 & SPR CUL-8 $ 31,062
TOTAL $ 49,190
Sincerely,
Will Johnson | Climate Resiliency & Restoration Program Manager Mobile: (707) 889-3678
Main: 925.855.5500
[email protected]

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 2024-2028

HOURLYRATE SCHEDULE
Environmental Services 2024 2025 2026 2027 2028 Env. Project Mgm’t. 2024 2025 2026 2027 2028 Field Technician 1 $90 $95 $99 $104 $109 Assistant Project Manager 1 $165 $173 $182 $191 $201 Field Technician 2 $105 $110 $116 $122 $128 Assistant Project Manager 2 $170 $179 $187 $197 $207 Field Technician 3 $115 $121 $127 $133 $140 Assistant Project Manager 3 $175 $184 $193 $203 $213 Staff Biologist 1 $120 $126 $132 $139 $146 Project Manager 1 $180 $189 $198 $208 $219 Staff Biologist 2 $125 $131 $138 $145 $152 Project Manager 2 $185 $194 $204 $214 $225 Staff Biologist 3 $130 $137 $143 $150 $158 Project Manager 3 $190 $200 $209 $220 $231 Associate Biologist 1 $135 $142 $149 $156 $164 Project Manager 4 $200 $210 $221 $232 $243 Associate Biologist 2 $140 $147 $154 $162 $170 Project Manager 5 $210 $221 $232 $243 $255 Associate Biologist 3 $145 $152 $160 $168 $176 Project Manager 6 $220 $231 $243 $255 $267 Project Biologist 1 $150 $158 $165 $174 $182 Senior Project Manager 1 $230 $242 $254 $266 $280 Project Biologist 2 $155 $163 $171 $179 $188 Senior Project Manager 2 $240 $252 $265 $278 $292 Project Biologist 3 $160 $168 $176 $185 $194 Senior Project Manager 3 $250 $263 $276 $289 $304 Resource Specialist 1 $165 $173 $182 $191 $201 Program Manager 1 $260 $273 $287 $301 $316 Resource Specialist 2 $170 $179 $187 $197 $207 Program Manager 2 $270 $284 $298 $313 $328 Resource Specialist 3 $175 $184 $193 $203 $213 Program Manager 3 $280 $294 $309 $324 $340 Senior(Sr.) Biologist 1 $180 $189 $198 $208 $219 Principal 1 $290 $305 $320 $336 $352 Sr. Biologist 2 $185 $194 $204 $214 $225 Principal 2 $300 $315 $331 $347 $365 Sr. Biologist 3 $190 $200 $209 $220 $231 Principal 3 $310 $326 $342 $359 $377 Sr. Scientist 1 $200 $210 $221 $232 $243 Senior Principal 1 $320 $336 $353 $370 $389 Sr. Scientist 2 $210 $221 $232 $243 $255 Senior Principal 2 $330 $347 $364 $382 $401 Sr. Scientist 3 $220 $231 $243 $255 $267 Senior Principal 3 $340 $357 $375 $394 $413 Sr. Technical Specialist 1 $230 $242 $254 $266 $280 Geographic Information Services (GIS) Sr. Technical Specialist 2 $240 $252 $265 $278 $292 GIS Technician 1 $135 $142 $149 $156 $164 Sr. Technical Specialist 3 $250 $263 $276 $289 $304 GIS Technician 2 $145 $152 $160 $168 $176 Sr. Regulatory Specialist 1 $260 $273 $287 $301 $316 GIS Technician 3 $155 $163 $171 $179 $188 Sr. Regulatory Specialist 2 $270 $284 $298 $313 $328 GIS Analyst 1 $165 $173 $182 $191 $201 Sr. Regulatory Specialist 3 $280 $294 $309 $324 $340 GIS Analyst 2 $175 $184 $193 $203 $213 Botanist/Arborist Services GIS Analyst 3 $185 $194 $204 $214 $225 Botanist/Arborist 1 $135 $135 $142 $149 $156 GIS Project Manager 1 $200 $210 $221 $232 $243 Botanist/Arborist 2 $150 $150 $158 $165 $174 GIS Project Manager 2 $210 $221 $232 $243 $255 Botanist/Arborist 3 $165 $165 $173 $182 $191 GIS Project Manager 3 $220 $231 $243 $255 $267 Sr. Botanist/Arborist 1 $185 $185 $194 $204 $214 GIS Specialist 1 $230 $242 $254 $266 $280 Sr. Botanist/Arborist 2 $200 $200 $210 $221 $232 GIS Specialist 2 $240 $252 $265 $278 $292 Sr. Botanist/Arborist 3 $215 $215 $226 $237 $249 GIS Specialist 3 $250 $263 $276 $289 $304 Administrative Support Services GIS Program Manager 1 $260 $273 $287 $301 $316 Clerical $110 $116 $121 $127 $134 GIS Program Manager 2 $270 $284 $298 $313 $328 Project Administrator $135 $142 $149 $156 $164 GIS Program Manager 3 $280 $294 $309 $324 $340 Technical EditorI $150 $158 $165 $174 $182
Technical EditorII $160 $168 $176 $185 $194
Technical EditorIII $170 $179 $187 $197 $207
Senior Technical Editor $195 $205 $215 $226 $237

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: 71ABC041 C3C88704-33B6 66FC--485B 4CBE-9D22 -B806-15DBA66398A5 -7F606F5E7542 Other Direct Costs
Regular Vehicle (GSA Rate) $0.67/mile
Submeter GPS $100/day
UTV and Trailer $95/day
Fleet Vehicle $95/day
iPad $10/day
Wildlife Remote Camera $20/ day
Acoustic Bat Monitor $35/day
Kayak Kit $75/day
Survey Flashlight (Streamlight) $12.50/day
Aquatic Survey Sampling Kit $25/person/day
Drone/sUAS $250/day
Wetsuit $70/week
Drysuit $195/week
Sequoia Ecological Consulting, Inc.

Hourly Rate Schedule
Page
2 of 2
YSI ProDSS Water Quality
Meter $125/day
Expense Reimbursement/Other:

1. Computer, facsimile, and telephone are included in the billing rates, and there is no additional charge.

2. Reproduction, equipment, and other direct expenses are reimbursed at cost plus a 15% administrative handling charge (excluding mileage).

3. Subconsultants will be billed at their indicated rate plus a 15% administrative handling charge; or the Sequoia labor category commensurate with their role.

4. Depending upon location, Per Diem may be charged where overnight stays are required.

5. Weekly or monthly equipment rates at a reduced amount may be available on a contract-specific basis.

6. Expert Witness Testimony, including Depositions, is billed at the time and half.

7. Non-standard invoice processing will be billed at standard hourly ratesforsupport personnel.

8. Sequoia will review our hourly rates annually and may choose to escalate our rate sheet depending on changes to the cost- of living- index and other factors.

9. Hours beyond 8 hours per day are charged at an overtime rate of 1.5 times ourstandard hourly ratesfor qualifying personnel.

To comply with California Labor Code 512 and California Code of Regulations 11040, if on-site conditions prohibit personnel from taking required breaks, one additional hour of time will be billed per day for qualifying staff covered under the regulations.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 1 of 17

EXHIBIT B

AGREEMENT FOR CONSULTANT SERVICES

PREAMBLE
THIS AGREEMENT is dated for identification on August 6, 2024 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Sequoia Consulting Group (“Consultant”), identified as an S Corporation and whose addressis 1342 Creekside Drive, Walnut Creek, CA 94596. This Agreement is made with reference to the following facts.

I. RECITALS

1.1 The Town desires to engage Consultant to provide environmental consulting services in support of wildfire related vegetation management in Town owned open spaces.

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. AGREEMENT

2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal sent to the Town on June 27, 2024 which is hereby incorporated as Exhibit A.

2.2 Term and Time of Performance. This contract will remain in effect upon execution to June 30, 2025.

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 perform the services under this Agreement. 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. Consultantshall 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 services or at the Town's written request. All reports, information, data, and exhibits prepared or

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 2 of 17
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 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 services in the amount not to exceed $181,165, inclusive of all costs. Payment shall be based upon Town approval of each task and fees for each task shall not be exceeded without written authorization from the Town.

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.

Paymentshall be net thirty (30) days of receipt of the invoice. 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
Email (preferred): [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 3 of 17

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 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, including each of Consultant’s employees, agents,subcontractors, or others under Consultant’ssupervision or control, 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 rightsto 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 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 understandsthat 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 Intentionally omitted.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 4 of 17
III. INSURANCE AND INDEMNIFICATION

3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the Agreement, 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 and in the aggregate for products and completed operations, personal and advertising injury, bodily injury, personal injury and property damage.
ii. Consultant agreesto have and maintain for the duration of the Agreement, an Automobile Liability insurance policy ensuring him/her and his/her staff for any, hired, or non-owned vehicles in an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements affecting coverage. Consultant 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 additional insureds 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.
ii. The Consultant'sinsurance coverage shall be primary insurance asrespects 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.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 5 of 17

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. As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no lessthan one million dollars($1,000,000) per accident for bodily injury or disease.

3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, officers, agents, employees, and volunteers (“Indemnitees”) from all damages, liabilities, penalties, costs, attorneys’ fees, or expenses (“Losses”) in law or equity that may at any time arise or be set up because of damages to property or personal injury or other 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 subcontractor. The Consultant’s duty to indemnify and hold harmless the Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

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 Consultantshall have the right to terminate this agreement with or without cause by giving not less than sixty days (60) 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 ofsuch termination, Town shall pay Consultant an amount that bears the same ratio to the maximum Agreement price as the work delivered to the Town bears to completed

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 6 of 17
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
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Sequoia Ecological Consulting Inc
Attn: Debie Montana
1342 Creekside Drive,
Walnut Creek, CA 94596
or personally delivered to Consultantto such address orsuch 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.

4.9 California Public Records Act. Town is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to Town, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 7 of 17
lines containing the information. In the event of a request for such information, Town will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara County before the Town isrequired to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the Town is required to respond to the CPRA request, Town may disclose the requested information without any liability. Consultant further agreesthat itshall defend, indemnify and hold Town harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by Town of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

4.10 Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on Town’s sole discretion.

4.11. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

4.12 Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

4.13 Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 8 of 17
V. FEMA CONTRACT TERMS

5.1 Remedies. Refer to Section IV of this agreement.

5.2 Termination for Cause and Convenience. Refer to Section 4.3 of this agreement.

5.3 Equal Opportunity Employment. During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part ofsuch employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor’s legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 9 of 17
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result ofsuch direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant so participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality orsubdivision ofsuch government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
Sequoia Consulting Group Page 10 of 17
of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings,the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings

5.4 Intentionally omitted.

5.5 Copeland Anit-Kickback Act. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the federal agency may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment.

5.6 Intentionally omitted

5.7 Rights to Inventions Made Under a Contract or Agreement. Any inventions made related to this Agreement and associated work is subject to the provisions of 37 CFR Part 401, as applicable.

5.8 Clean Air Act and Federal Water Pollution Control Act.

Clean Air Act
The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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The contractor agrees to report each violation to the (insert name of non-federal entity entering into the contract) and understands and agrees that the (insert name of the nonfederal entity entering into the contract) will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency (FEMA), and the appropriate Environmental Protection Agency Regional Office.

The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA.

Federal Water Pollution Control Act
The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.

The contractor agrees to report each violation to the (insert name of the non-federal entity entering into the contract) and understands and agrees that the (insert name of the non- federal entity entering into the contract) will, in turn, report each violation as required to assure notification to the (insert name of the pass-through entity, if applicable), Federal Emergency Management Agency (FEMA), and the appropriate Environmental Protection Agency Regional Office.

The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance provided by FEMA.”

5.9 Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals(defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. §180.940) or disqualified (defined at 2 C.F.R. § 180.935).

The contractor must comply with 2 C.F.R. pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

This certification is a material representation of fact relied upon by the Town of Los Gatos.

If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Town of Los Gatos the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Town will insure the Contractor and any lower participants are not debarred by checking the government’s System Award Management (SAM).

The Bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Bidder or proposer further

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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agrees to include a provision requiring such compliance in its lower tier covered transactions.

5.10 Byrd Anti-Lobbying Amendment. Contractors who apply or bid for an award of more than $100,000 shall file the required certification. Each tier certifies to the tier above that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency

5.11 Procurement of Recovered Materials. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPAdesignated items unless the product cannot be acquired:
(1) Competitively within a timeframe providing for compliance with the contract performance schedule;
(2) Meeting contract performance requirements; or
(3) At a reasonable price.

Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines webpage:
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act

5.12 Prohibition on Contracting for Covered Telecommunications Equipment or Services. (a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause. (b) Prohibitions.
(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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telecommunications products or from certain entities for national security reasons.
(2) Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:
(i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;
(iii) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or
(iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.
(c) Exceptions.
(1) This clause does not prohibit contractors from providing— (i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packetsthatsuch equipment transmits or otherwise handles.
(2) By necessary implication and regulation, the prohibitions also do not apply to:
(i) Covered telecommunications equipment or services that:
i. Are not used as a substantial or essential component of any system; and
ii.Are not used as critical technology of any system.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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(ii) Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.
(d) Reporting requirement.
(1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.
(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:
(i) Within one business day from the date ofsuch identification or notification:

The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days ofsubmitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments,

5.13 Domestic Preferences for Procurements. As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum,steel, cement, and other manufactured products.

For purposes of this clause:

Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

5.14 Access to Records. The Contractor agrees to provide the Town, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

In addition to the reports specified in this Agreement, Contractor shall retain the records required by the applicable provisions of 2 CFR § 200.333, no lessthan three (3) years after Town’s final payment to Consultant under this Agreement and provide the Town with the reports required pursuant to 2 CFR §§ 200.328 and 200.343, and such other records and reports as the Town may reasonably require in the administration of this Agreement.

Contractor shall keep all other necessary books and records, including property, personnel, loan documentation and financial records, in connection with the operation and services performed under this Agreement, in accordance with 2 CFR §200.333.

5.15 Changes in Scope of Work or Work Schedule.
(a) Any change in the scope of work to be done, method of performance, nature of materials or price thereof, work schedule changing the number of working days, or to any other matter materially affecting the performance or nature of the services will not be paid for or accepted unless such change, addition or deletion is approved in advance by the Town, in a written amendment or Contract Change Order. (b) The changes will be set forth in an amendment or written Contract Change Orders which specify the work to be done in connection with the changes, the basis of compensation for the work, and any adjustments to the work schedule or work completion date. Such Change Orders shall be approved by the Town. Upon receipt of an approved Contract Change Order, or of a written authorization from the Town setting forth a description of the change and agreed upon changes in contract price, the Contractor shall proceed with the work so ordered.
(c) In the absence of an approved amendment or Contract Change Order or written authorization, the Contractor shall not be entitled to payment for any changed or extra work or any adjustment to the work schedule or work completion date.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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(d) When the changes increase or decrease the cost of the work, an adjustment of the Contract price will be made as set forth in the Change Order. Contractor shall receive compensation at the fees and rates previously agreed upon in writing. (e) Contractor shall not be entitled to an adjustment in the compensation or work schedule for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a subcontractor or supplier shall be deemed to be within the control of contractor.

5.16 DHS Logo, Seal and Flags. The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval. The contractor shall include this provision in any subcontracts.

5.17 Compliance with Federal Law, Regulations, and Executive Orders and Acknowledgement of Federal Funding. This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

5.18 No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, Consultant, or any other party pertaining to any matter resulting from the contract.

5.19 Program Fraud and False or Fraudulent Statements of Related Acts. The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.

5.20 Affirmative Socioeconomic Steps. If subcontracts are to be let, the prime contractor is required to take all necessary stepsidentified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women’s business enterprises, and labor surplus area firms are used when possible.

5.21 License and Delivery of Works Subject to Copyright and Data Rights. The Contractor grants to the Town, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Contractor will identify such data and grant to the Town or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Contractor will deliver to the Town data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the Town of Los Gatos.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope EnvelopeID: ID:F2CFEC63 71ABC041 C3C88704--4FF8 33B6 66FC---4B23 485B 4CBE--A2D6 9D22 -B806-36853FBAC10F 15DBA66398A5 -7F606F5E7542 Agreement of Consultant Services
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8/19/2024
8/16/2024 8/15/2024
Recommended by:
8/15/2024
8/16/2024
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.

Town of Los Gatos by: Consultant by:

Laurel Prevetti, Town Manager Debie Montana, Chief Executive Officer Nicolle Burnham
Director of Parks and Public Works
Approved as to Form:

Gabrielle Whelan, Town Attorney
Attest:

Wendy Wood, CMC, Town Clerk

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--66FC 33B6 4FF8---485B 4CBE 4B23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 proposal June 27, 2024

TOWN OF LOS GATOS DEPARTMENT OF PARKS AND PUBLIC WORKS
Professional Environmental
Monitoring Services for
Vegetation Management Risk
Reduction Project (Open Space)

EXHIBIT A

ITEM NO. 10.

Docusign Docusign Envelope Envelope ID: F2CFEC63 C3C88704--33B6 4FF8--485B 4B23--9D22 A2D6--15DBA66398A5 36853FBAC10F A crew chips felled trees while a biological monitor provides assistance from a safe distance away during the North Orinda Shaded Fuel Break project.

A contractor clears vegetation in a portion of Claremont Canyon Regional Park which has been identified both as high-risk for wildfire, and highly sensitive habitat for Alameda whipsnake.

Docusign Envelope ID: 71ABC041-66FC-4CBE-B806-7F606F5E7542 "The team at Sequoia was critical to effective hazardous fuel reduction for the North Orinda Shaded Fuel Break. By having their biologists evaluate sites before work began we could avoid potential environmental impacts and accelerate the project. Their staff’s expertise continued to guide field crews throughout the work, giving the whole project team confidence that we could adjust the project to meet the best management practices and comply with the myriad of environmental requirements, while reducing the potential of wildfire."
Cheryl Miller, Executive Coordinator
Diablo FireSafe Council

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Cover Letter
June 27, 2024
Town of Los Gatos
Department of Parks and Public Works
41 Miles Avenue
Los Gatos, CA 95030
RE: Proposal for the Town of Los Gatos Department of Parks and Public Works Professional Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space), Town Project 832-4508; Federal Project #4407-PJ0506 Members of the Selection Committee,
The Town of Los Gatos carries a profound responsibility in safeguarding its residents and preserving its cherished parks and open spaces, which face escalating threats from wildfires. The Town’s natural landscapes not only serve as vital recreational areas, but also harbor diverse ecosystems and protected natural resources. To proactively mitigate these risks, the Los Gatos Open Space Vegetation Management Plan (VMP) defines the approach and guidelines that the Town will use for fuel reduction work, in accordance with the California Vegetation Treatment Program (CalVTP) Project Specific Analysis (PSA) and Addendum to the Program Environmental Impact Report (PEIR). The PEIR identifies standard treatment activities and associated environmental protection measures in and around Wildland Urban Interface (WUI) areas in general, while the VMP specifically prioritizes fuel treatments throughout Town parks to enhance public safety. We understand that the Town has carefully weighed the benefits of removing fuels versus the effects of a potentially destructive wildfire, as well as the environmental impacts of initial clearing work and follow-up maintenance. With treatments planned across five open space areas, we understand that the Town seeks an environmental consultant who can provide support and expert planning to facilitate timely completion of the VMP implementation efforts, in compliance with the PEIR.

With more than a decade of experience supporting wildfire mitigation efforts, Sequoia Ecological Consulting, Inc. (Sequoia) has worked extensively with agencies throughout the Bay Area to expedite implementation of their fuel management programs. We have teamed with our frequent partner Montrose Environmental Group (Montrose) to provide cultural resources services as needed. Sequoia and Montrose having collaborated with similar roles on wildland fuel management efforts for clients including San Mateo County RCD, East Bay Municipal Utility District, Sonoma County Parks, the State of California Department of General Services, Contra Costa County Fire Protection District, and the Moraga-Orinda Fire District, among many other public agency clients.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 2 We are uniquely qualified to support the Town in meetings its VMP goals and long-term objectives because:
 Sequoia has worked extensively under the CalVTP, leading planning and PSA development activities (5 approved PSAsin the last 3 years), as well as implementation of projects throughout the Bay Area.
 Our staff are experts and permit-holders for the project’s focal species, including western bumble bee, foothill yellow-legged frog, California red-legged frog, and California tiger salamander.  With a staff of more than 50 biologists, we provide a deep bench of environmental monitors who can meet any scheduling need or concurrent efforts. All of these staff have supported Sequoia’s fuels management projects, and have a deep level of understanding of the unique requirements and hazards associated with the full range of prescribed treatments. We have a number of staff who live within 5 miles of the project area.
 As our references will attest, Sequoia helps our clients expedite fuel reduction projects while avoiding costly permitting requirements and project delays. The value we provide allows agencies to redirect their time and resources to other high-priority areas.  Sequoia offers a menu of optional services that can be scaled and deployed as requested to meet the Town’s specific needs.

Sequoia has prioritized our fuel management work support above all other work on our client list because we understand the urgent need to mitigate our region’s vulnerabilities when it comes to wildfire. This region is our home, and we appreciate the opportunity to play a role in reducing the threat of wildfire here, while also enhancing the habitats of the diverse species that share these lands with us. Sequoia has never failed to fulfill a request, even urgent same-day requests, to support the fuel reduction programs we support. C
We have carefully reviewed the Town’s RFP and our team will meet all requirements, terms, and conditions described therein. Thank you for this opportunity to present our team's approach and qualifications. As Principal at Sequoia Ecological Consulting, Inc., I am authorized to sign and negotiate on behalf of our firm.

Please contact me directly at (925) 989-7011 or via e-mail at [email protected] should you have any questions or requests for clarification on this proposal.

Sincerely,
SEQUOIA ECOLOGICAL CONSULTING, INC.

Debie Montana Bill Montana
Chief Executive Officer and Principal Biologist Chief Financial Officer

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 3 Scope of Services
Project Understanding
The Town is proactively protecting open space, the public, and sensitive natural resources by developing management plans to mitigate wildfire risk. The planning effort centers around targeted fuel reduction in densely vegetated areas, with aims to enhance both firefighter access and public evacuation routes. Plans are guided by CAL FIRE measures and Town ordinances and encompass nearly 5,000 acres of open space and parkland. The overall purpose is to minimize both wildfire risk and negative environmental impacts.

The VMP defines the approach and guidelines that the Town will use for fuel reduction work. The VMP was designed to address critical open space areas and emergency/evacuation routes and support local and regional goals in reducing wildfire risk. The VMP was prepared in accordance with the CalVTP PSA and Addendum to the PEIR, which identifies standard treatment activities and associated environmental protection measures in and around Wildland Urban Interface (WUI) areas in general. The VMP specifically prioritizes fuel treatments in these parks to enhance public safety; the Town has weighed carefully the benefits of removing fuel versus both the effects of a potentially destructive wildfire and environmental impacts of initial clearing work and follow-up maintenance.

Treatments are planned across approximately 200 acres, distributed among five open space areas, including Heintz, Santa Rosa Open Space, Novitiate, Worcester and La Rinconada Park(s). Three of the parks included in the VMP are within the WUI and are also within the Very High Fire Hazard Area, between forested mountain regions to the southwest of the Town and higher-density population areas to the north, closer to the San Francisco Bay. Approximately 3,000 homes are within the WUI, a highly vegetated region with limited access for firefighters or public evacuation in general.

We understand that the Town seeks an environmental consultant who can provide support and expert planning to facilitate the VMP implementation efforts.

Sequoia’s first action item in wildland fuel reduction planning and implementation happens long before contract execution. During the proposal process, our team focuses on novel approaches and mining potential cost efficiencies and identifying potential project-specific and schedule roadblocks that can be addressed proactively. While we are a small firm, Sequoia has completed and implemented the second highest number of approved PSAs in California. Our team will apply our deep understanding of the CalVTP process, coupled with a thorough comprehension of species phenology, patterns and distributions, to develop the most cost-efficient option while also maximizing natural resource protection. We recognize that clients are often operating under tight grant budgetary limits. We do our due diligence in environmental review, contractor oversight and compliance, and species avoidance. We understand that while effective senior oversight is an essential part of project management and quality control, the balance of the budget should be where the boots hit the ground to accomplish as much fuel reduction as possible.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 4 Overall Approach to Managing the Scope of Work
Sequoia regularly assists with the planning and implementation of multi-site fuel reduction projects with simultaneous treatment activities and complex scheduling demands. Through this experience, we have developed this approach to projects of this nature: we will focus on the ability to foresee issues, and the adaptability to respond to project changes as they arise. We will ensure that communications with the Town, its contractors, and stakeholders to be ongoing and frequent, and our continuous environmental training program will be thorough to ensure crews are mindful of and vigilant in protecting sensitive environmental resources while performing their work. We will develop and identify roles and responsibilities and conduct a thorough safety planning effort to mitigate risk during implementation.

We have found that when it comes to facilitating work on a robust vegetation management program like the Town’s, schedules are often dependent on the availability of contractors, red-flag warnings, wildfires, permit measures, wildlife ecology, and public relations concerns. With all these variable conditions, lastminute scheduling changes and biological monitoring requests are inevitable. Sequoia staff understand the challenges that this program faces, and we will address the Town’s needs quickly and with the highest level of professionalism.

Potential Challenges and Solutions
From experience in implementing fuel treatment projects under the CalVTP, Sequoia understands that there are several potential challenges with timing and schedule. Fortunately, we have honed our adaptive approach in this regard and developed solutions that save budget and enhance efficiency. Sequoia can work with the Town and implementation contractor to:
• Assign staff that thoroughly understand the nature of on-call work and pivoting based on dynamic conditions and variables;
• Ensure built-in staff redundancy in our management team to ensure that team leaders, such as Sequoia’s project manager, have seamless back-up support during vacations and sick time. With fuel treatment implementation projects, we understand that last-minute changes due to environmental conditions or the dynamic nature of the work make communication a critical component of project management. By communicating with the Town about secondary and tertiary contacts and establishing roles in terms of the hierarchy of notifications, Sequoia intends to address any last-minute concerns, changes or questions as quickly and thoroughly as possible; • Schedule work outside of the nesting bird season or botanical survey season to save on treatment monitor cost;
• Find schedule efficiencies around crew availability with regard to Red Flag workdays/shutdowns and/or availability during the height of fire season (e.g., finding project areas or treatment methodologies that can be performed despite restrictions on spark-generating equipment) • Conduct crew refresher training at no additional cost during the pre-treatment or spot-check survey activities;
• Assisting the Town with grant-required quarterly reporting as necessary.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 5 Task 1 – Meetings and Project Documentation
After the contract is awarded, Sequoia will organize an initial, project kickoff in-field team meeting to start the project and ensure that the project’s goals are fully understood, and will be met within the required timeframes. The meeting will serve as an opportunity to discuss and define project parameters, schedule, team member roles, and communication protocols. Periodically throughout the project, Sequoia will attend meetings with the Town and project stakeholders to ensure that project needs are met in a timely manner.

Sequoia will conduct a contractor meeting at the project onset as well. Later, during the course of the implementation phase, Sequoia will also conduct regular progress check-in meetings over time (described in more detail below).

At the kickoff meeting, Sequoia will provide a project schedule (similar to the example below) to the Town.

It is important to provide this at the onset of the project to facilitate prioritization, tracking, and documentation of deliverables and major milestones. Then, during the meeting, the Town will be able to weigh-in on the schedule itself, in real-time, and provide feedback as to major decision-points or checkpoints.

Kickoff Meeting. At project commencement, Sequoia will meet with Town staff to review the Scope of Services and Proposed Work Plan. This initial meeting is intended to confirm the parameters of the scope, project scheduling, and overall communication protocols. By listening and ensuring a shared understanding,

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 6 we will endeavor to anticipate and prioritize the Town’s needs as we serve as your eyes and ears on the ground during work. Upon completion of the kickoff meeting, Sequoia will prepare Meeting Minutes that summarize items discussed, and detail action items. In our experience, having the kickoff meeting in person is an excellent means to spark side-conversations, dig deeper into details, and explore alternative perspectives. Visiting one of the project sites just following the kickoff meeting could add even more benefit – reviewing roles and responsibilities and work expectations, with the project landscape as a contextual backdrop, could inspire the team at the onset. We strongly encourage the Town to consider an in-person approach to collaborating at the first kickoff meeting.

Contractor Meeting. Once the Town selects an implementation contractor to perform fuel treatments, Sequoia will meet with the Town and the contractor to learn the approach and sequencing intended for the creation of the defensible space around the subject parks and facilities. When starting a project at a new work location, we will immediately establish lines of communication between the project manager and all involved parties, including the contractor foreman, fire crews, and Town staff. As above, an in-person approach to meeting with crews, with the surrounding landscape as context, is an important way to assess scope, review tasks-at-hand, and it is also a critical element in addressing logistics or safety questions prior to work-start.

Project Meetings. Sequoia project manager and staff biologist(s) will attend up to six follow-up virtual progress meetings with the Town and implementation contractor during execution of the work. Follow-up meetings are critical to continued calibration and managing expectations/deliverables throughout the course of the project. Follow-up meetings are an opportunity for the Town and Sequoia to discuss budget projections, to plan logistics, and to re-visit compliance issues as necessary. By establishing a set schedule of check-in meetings, Sequoia creates a consistent framework to manage the project. At the onset of the project, the Sequoia project manager will develop a framework schedule of when meetings will occur and will set relevant agenda items for all to review and weigh-in on prior to actual meeting dates. The Sequoia project manager will attend all progress meetings. The Sequoia program manager will attend the kickoff meeting, and a portion of the follow-up meetings depending on project stage and whether their technical support or input is needed. It is Sequoia’s intent to limit the amount of overhead management time on this project in order to keep budget with the field biologists and treatment efforts.

Monthly Work and Project Summary. Each month, Sequoia will provide a one-page summary for each of the 18 expected working months. Summaries will document environmental work completed in the preceding month and the scope of work planned for the next month. Sequoia will work with the Town to determine the best format and delivery of this summary over the course of the project.

Task 1 Deliverables
• Kickoff meeting agenda and detailed memorandum, identifying information needs and a framework for the meeting
• Meeting minutes

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 7 • Monthly work summaries
Task 1 Assumptions
• Kickoff meeting and fuel treatment team meetings will be in-person, on-site, and will include site walks.
• All follow-up project progress meetings will be virtual/via phone.

Task 2 – Data Collection and Review
Sequoia will thoroughly review all project environmental documents and previously performed survey findings.

Based on this review, Sequoia’s team will develop an outline summary of work. Sequoia will develop a compliance matrix and reference guide for implementation crews based on the compliance documents. The reference guide will be an efficient way for both field biologists and crews to refer to relevant measures, methods and protocols, as well as timing of the requirements, and clear guidance and timing for the crews.

Sequoia has already developed such tables for other clients on fuel reduction projects – because these clear templates already exist in our database, adapting them for this project will be efficient and save on cost.

Additionally, Sequoia will share all project related resources, buffers and layers with the crew via a mapping tool such as Avenza or Google Earth. By sharing these mapping resources, the implementation contractor will have the same level of detail for real-time resources in the field as the Sequoia staff biologists. Sequoia will develop detailed field instructions for their biologists in general. Field instructions will focus on safety, access-related issues, coordinating correct and up-to-date mapping resources, and other site-specific details. By conducting this analysis and creating this documentation up-front, before implementation begins, Sequoia will set up both field biologists and implementation crews for success. It will also establish a standard of collaboration and communication between the team.

Review Environmental Documents. Sequoia will review and assess all environmental documents pertaining to the proposed open space vegetation management; including the Avoidance and Minimization Measures outlined in the PSA.

Matrix/Table of Minimization and Mitigation Requirements. Sequoia will provide a matrix/table of all minimization and mitigation requirements for the project, split by where they occur in the project time (before, during, after) so that it is very clear to both the Town and contractor when measures are implemented and who the responsible parties are. Sequoia has generated this table before for other clients – re-using the template will save on effort and cost for this project.

Task 2 Deliverables
• Matrix/table of measures, work and studies required for environmental compliance.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 8 • Quick reference guides or guidance documents for biologists and crews. Sequoia will use existing templates for guidance documents which will save time and management cost.

Task 2 Assumptions
• The Town will provide all relevant existing project documents, including GIS shapefile layers, for Sequoia’s use and development-of-reference-guide purposes.

Task 3 - Pretreatment Surveys
Sequoia will rely on the existing documentation and mapping performed by others, to perform pretreatment surveys of the work areas. Pretreatment surveys are a critical step in the CalVTP process.

They are used to determine whether species-specific mitigation measures are required, and they are performed to document conditions before treatment so that a post-treatment analysis can be conducted.

Post-treatment surveys are meant to adequately determine whether any habitat type-conversion has occurred because of the work performed. Since it has been determined that there is suitable habitat for special status species present, and project areas have potential to be affected by a treatment activity, pretreatment surveys will be performed, and if those species are detected and documented, further species-specific mitigation measures will be applied.

Sequoia recognizes that working in remote wild areas requires attention to detail regarding both our own team and members of the larger project team. Prior to beginning any survey efforts, Sequoia field biologists will perform a safety analysis of the work in general. This will guide daily safety discussions, and safety plan elements will be constantly updated as the project progresses (i.e., as new areas are added to the survey, new assessments are made about relevant hazards).

Sequoia biologists will conduct focused pretreatment surveys no more than 14 days prior to the beginning of treatment activities as mitigation measures determine that suitable habitat for special status species is present and has potential to be directly or indirectly affected by a treatment activity. The survey area will be determined by a qualified biologist based on the species and habitats and any recommended buffer distances in agency protocols.

Nesting Bird Surveys. Sequoia’s biologists will conduct surveys for nesting avian species in compliance with the CalVTP PEIR if implementation of the project is to occur during the nesting season for birds (February 1 – August 31). A Sequoia biologist will conduct nesting bird surveys no earlier than 7 days prior to the commencement of work activities during the nesting season. The biologist will survey all areas on foot that may provide suitable nesting habitat within 300 feet of the project site for passerines and within 500 feet for nesting raptors, as access allows. The survey will be conducted during the morning hours for peak avian activity and will not take place during periods of excessive or abnormal cold, heat, wind, rain, or other inclement weather that may reduce the likelihood of detection. If nesting birds are discovered during the initial survey, we will establish a suitable “no work” buffer around all active nests. Buffers will remain in place for the duration of the breeding season or until it has been confirmed by a qualified biologist that all

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 9 chicks have fledged and are independent of their parents. Results from the nesting bird surveys will be provided as a map layer to implementation contractors to enable them to plan work around buffers in realtime, in the field, using a phone or tablet.

Perform Native American consultation for the project as required. Per our understanding of Standard Project Requirement CUL-2 of the PSA, geographically affiliated Native American tribes on the Native American Heritage Commission (NAHC) list have already been contacted and notified. From our vantage, SPR CUL-8 (Cultural Resource Training) will need to be conducted prior and during initial treatments – we assume the Town has this scope covered by others as well.

However, if these elements were not already previously completed, Sequoia has preemptively enlisted the support of our long-trusted partner Montrose. In addition to working with Sequoia on numerous wildfire mitigation efforts, Montrose has experience in watershed, stream, and open space projects, and many years of experience with vegetation and watershed management to reduce fire risks. On this project, Montrose will serve as the lead on contacting, coordination with, and performing all required Native American consultation during the implementation phase. Montrose' proposed staff are also experts in CEQA/NEPA, environmental laws including the Clean Water Act (CWA) and the Endangered Species Act (ESA), as well as other regulatory requirements and permitting, particularly for complex efforts that include a variety of fuel reduction treatment methods. While AB 52 compliance has been satisfied for projects found to be within the scope of the CalVTP Program EIR with a PSA or project approval with a PSA/Addendum, in accordance with SPR CUL-2, Montrose’s cultural resources specialist will obtain the most current Native American Heritage Commission (NAHC) Native Americans Contact list and contact the geographically affiliated Native American tribes. Montrose will prepare the notification letter and request information regarding potential impacts to cultural resources from the proposed project.

Native American consultation will generally consist of the following process, pending which tasks have already been completed or still need to be addressed before implementation begins:
• Reach out to tribes in the Los Gatos project area (if this has not already been performed) • Inform them of the Town’s planned work;
• Respond to questions from Native American tribes;
• Provide guidance and consultant on potential site visitor work observation days; • Potentially join tribe(s) for a site visit too, if requested by Town; and • Document this outreach for the general administrative record/project file.

Cultural resources work will be overseen by Janis Offermann, who meets the U.S. Secretary of Interior’s professional standards in archaeology. Montrose will work with the Town as needed, to meet all standards for Native American consultation relative to the project study area based on the expected area of disturbance that will be identified as an area of potential effects (APE) for the purposes of compliance with Section 106 of the National Historic Preservation Act (NHPA).

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 10 If needed and as required, Montrose will assist the Town to satisfy the requirements of Native American consultation pursuant to AB 52, chaptered as Public Resources Code Section 21080.3.1(b), which is the responsibility of the CEQA lead agency, as needed. Montrose will contact the NAHC on behalf of the Town to determine whether Native American sacred sites are known to be located in or near the project, and for a list of tribes that have a traditional and cultural affiliation with the project area and who may have information about significant Native American resources. Once the list is received from the NAHC, Montrose will draft a letter for review and signature by the Town, and send letters to the identified tribes to notify them about the project and the opportunity to consult under AB 52, along with a request of concerns or knowledge about significant Native American resources within the APE. We will mail the letter to the tribes via certified U.S. mail with a return receipt. Follow-up emails will be to letter recipients about 2 weeks after the initial contact to verify that the letter has been received. The federal lead agency, if applicable, will retain responsibility for Native American consultation pursuant to 36 Code of Federal Regulations (CFR) 800.2(c)(2)(ii).

Bumble bee Surveys. Four bumble bee species are candidates for listing under the California Endangered Species Act (CESA), and therefore require protocol surveys. Sequoia’s team includes two of the first biologists to have their Memorandum of Understanding (MOU) from California Department of Fish and Wildlife (CDFW) to conduct these protocol surveys. Bumble bee habitat suitability assessments (HSAs) can be performed concurrently with the pretreatment surveys, and must be performed during the Colony Active Period, which is approximately between April and September.

Pretreatment Surveys. Sequoia will conduct pretreatment surveys of each work location and will identify any relevant mitigation requirements.

Pretreatment Findings and Reports. Sequoia will develop pretreatment report based on survey results.

Results will be incorporated into the real time mapping so that crews can see buffers. Sequoia biologists will be flagging specific buffers or resources for avoidance as they are found.

Task 3 Deliverables
 Written summary of field survey observations (Daily Monitoring Report)  List of mitigation requirements and recommendationsfor each work location  Pretreatment survey report detailing the survey efforts and results. The report will include an introduction to the project, survey methods, results, and a discussion of the project.  Report detailing avian species observed, areas surveyed, details on active nests found, and buffer zones implemented, as applicable
 Nesting Bird Survey results will be valid for seven (7) days.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 11 Task 3 Assumptions
 A full desktop review and mapping resources that was conducted and/or generated by the authors of the PSA will be made available to Sequoia for purposes of orienting the pretreatment, or any, biological resources surveys.
 While protocol level rare plant surveys are required ahead of treatments by the CalVTP, the RFP did not list this as a task, however Sequoia can provide this service for additional costs not included in this proposal effort.
 Any necessary landowner notifications will be provided by Town prior to fieldwork. Sequoia can assist the Town with right-of-entry (ROE) permits and notifications ahead of all field efforts, if requested.  Safe access will be provided to Sequoia at the time of the survey.  Notice to proceed will constitute permission for Sequoia to be present on the property to conduct the field survey at a time agreed upon by Town and Sequoia.  Digital maps will be made available to crews; costs of app to utilize maps on their phones is not included in this scope.
 Town will provide Sequoia with geodata of Project and survey areas as GIS Shapefile or Google Earth .kmz file, including the following layers:
o Park boundaries with roads and trails
o Park Habitat types
Task 4 –Environmental Awareness Training
Before work begins, an experienced Sequoia biologist will provide environmental training to all crew members. Environmental awareness training is a critical step in establishing communication between the Town, its fuel reduction crews, and resource specialists. Trainings led by Sequoia staff are open-ended and interactive, and foster a positive relationship among the project team members. Training will include an overview of the ecology and identification of each sensitive species with potential to occur, nesting bird buffer protocols, and all Avoidance Minimization and Mitigation (AMMs) and Best Management Practices (BMPs). If needed, training may also include a demonstration of rare plants, sudden oak death, and noxious weed decontamination protocols.

Brief, informal refresher trainings may also be also presented periodically, as needed to remind crews of the various measures in place.

Sequoia will design and distribute
program-specific hardhat stickers
training on the Town’s vegetation
management projects. This is a
recent example of one of our crew
environmental training stickers.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 12 Sequoia will perform additional refresher training at no additional cost during treatment activities, in conjunction with surveys or other on-site responsibilities.

Note that to be cost efficient, Sequoia will budget one (1) standalone environmental training at the beginning of the implementation phase for all contractor crews. Any follow-up training, as either refresher or to train new crew members as they are assigned to the project, will be performed concurrently with pretreatment surveys and/or treatment monitoring. The versatility of our biologists in this regard (e.g., performing the training and then proceeding with monitoring work) is a testament to their multifunctionality and this will benefit the project as a cost savings measure.

Our biologists regularly receive accolades and are acknowledged for their exemplary communication with crews and clients throughout treatment activities.

If requested, Sequoia can provide bilingual staff to perform environmental training in both English and Spanish, as well as bilingual brochures.

Task 4 Deliverables
 Draft training pamphlets for Town review (in both English and Spanish, if requested)  Final materials for the training session, edited to reflect Town comments  Hardhat stickers designed and printed for crew use
 Sign in sheet for training session
Task 4 Assumptions
 Delivery of the on-site environmental trainings will be included in the costs for pretreatment surveys or biological monitoring, and the training will be provided to any new crew members, as requested.  Costs include preparation of environmental training materials, including one round of comments and edits from the Town.
 Costsinclude 50 printed environmental awareness training pamphlets.  Refresher trainings for new crew members can be provided to crews while biologists are onsite for pretreatment surveys at no additional cost.
 Cost forstand-alone environmental trainings is provided for project initiation.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 13 Task 5 –Fuel Reduction Compliance Monitoring
Fuel Reduction Compliance Monitoring. Sequoia’s highly
qualified and agency-approved biologists and/or botanists will provide on-site observation and monitoring to the level required to comply with the project environmental documents as they pertain to biological resources. Sequoia biologists will monitor fuel reduction work in the field. Depending on park unit and habitat type, monitoring may either be half- or full days. Sequoia has already reviewed the project documents and we understand which areasspecifically provide suitable habitat for special status species (e.g., Foothill yellow legged frog) and will therefore require full-time monitoring, versus those work areas that only need spot checks or partial days to survey and protect resources.

Sequoia’s project manager will communicate with the Town and implementation crews on a regular basis to assess project schedule demands and progress over time. They will brief biologists’ on the extent of work, access, safety considerations and monitoring scope on a regular basis to ensure consistency of understanding. Staff biologists will continually check-in with Town and contractors, and will submit daily reporting logs and safety analyses during the course of work. Sequoia will open multiple layers of communication (Slack, email, text) in order to fully cover logistics demands – in our experience, providing several means of communication allows for flexibility among the team, as personal preferences may shift over time. The most important element of monitoring is to establish clear roles and responsibilities both at the onset but also over time (in the form of re-calibration points among the team). By continually checking and rechecking compliance documents, and refreshing the team on the hierarchy of communication, Sequoia will create an efficient and supportive project structure, with very little room for misaligned expectations or lapses in judgment.

Task 5 Deliverables
 Daily reports of field activities including photographs as appropriate, and observations of regulated species, if applicable
Task 5 Assumptions
 Fencing and signage will be provided and installed by the contractor or the Town. The biologist can assist the onsite team with demarcation of areas where fencing will be required if necessary.

Sequoia staff know that open communication
and mutual respect are essential to address
potential compliance concerns and sensitive
species impacts during monitoring or
treatment activities. Through cooperation
and communication with crews, Sequoia staff
encourage crews to remain vigilant to
maintain compliance.

When issues arise on site that require prompt
communication, such as scheduling changes
or compliance issues, these are reported to
the appropriate team members immediately.

Sequoia’s team has a thorough
understanding of the Project, and we will
constantly work to improve our planning,
surveying, reporting, and general project
support to better meet the Town’s needs.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 14 Task 6 – Project Environmental Reporting
Project Environmental Reporting. Sequoia’s experienced biologists excel at documenting project activities.

We understand that a post-project implementation report (referred to by CAL FIRE as a Completion report) is required by the PSA under SPR AD-7. The report includes information about the size of treated area (acres), treatment types and activities, dates of work, a list of SPRs and mitigation measures implemented, and relevant explanations about the measures themselves. Sequoia will develop the report at project conclusion with a statement on compliance with the environmental requirements of the project. The report will include any/all results from post-treatment surveys, as well as all GIS data. The report will be delivered in a timely manner, and in the case of compliance concerns, our staff will follow strict communications protocols with Town staff for immediate incident reporting. Sequoia will make use of several layers of senior technical review during the drafting process.

Task 6 Deliverables
 Project summary report
Task 6 Assumptions
 The project summary report will include one round of edits by the Town.

Optional Services
Sequoia can provide the following optional/additionalservices to the Town at their request, on a time and materials basis. Our team is highly qualified to offer these services as means to supplement and enhance the successful completion of the project.

Contractor Cultural Resources Training. As required by the PEIR, and if not already completed/planned for by others by the Town in general, the Sequoia team (via our partner Montrose) can develop and provide cultural resource training with a focus on potential cultural resources on-site, avoidance measures, best management practices, and pertinent regulatory guidance for treatments.

Assistance with Request for Bids and Contractor Oversight. Sequoia can assist the Town with developing Request(s) for Bid, contracting strategies and efficiencies, reviewing contract specifications and work descriptions/orders, and providing implementation or inspection support on a high-level, as needed.

Sequoia performed this service as part of the La Honda Shaded Fuel Project with San Mateo County Resource Conservation District. Sequoia is unique among consulting firms in that its Climate Resiliency & Restoration Program Manager (Will Johnson) has a background in the implementation side of fuel reduction and restoration and has managed projects from both contractor and consultant perspectives.

Will oversaw coordination and logistics for contractor crews and heavy equipment operations for more than a decade prior to joining Sequoia. His extensive industry knowledge has proven to be a powerful tool

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 15 in soliciting cost-efficient bids, writing specifications, and reviewing potential implementation crews’ qualifications.

Invasive Plant Mapping. Sequoia can perform invasive plant mapping as populations are found and provide data to the Town using Cal-IPC guidelines/protocols. By mapping invasive plant populations, Sequoia will supplement Town data to help inform land management decision-making during PSA treatments, or when performing standard Park maintenance and stewardship operations over-time. Invasive plant mapping can be performed at minimal cost during the pretreatment survey effort.

Mapping and Documenting Other Pests. Preventing the spread of plant pathogens (e.g., pitch canker, goldspotted oak borer, etc.) is an important part of the SPR’s for the PSA (SPR BIO-6). Aside from sanitizing equipment and providing thorough training, it is critical to better understand where pathogens occur or are likely to occur. Sequoia has botanists specifically trained in identifying plant pathogens and are certified arborists. Sequoia will document or map other pests (e.g., bore beetle) as they occur throughout survey areas. Pests can be critical indicator species for larger-scale ecosystem health and trends. By mapping other types of pests, Sequoia can support future treatment planning efforts, and Town’s VMP, and ongoing park and land management responsibilities.

GIS Services. Sequoia’s GIS experts can create an internal GIS database and Esri ArcGIS Online website to track fuels treatments in real time for the Town. The GIS service can be utilized across a wide array of platforms and can track all wildfire resiliency work. Coupled with a thoughtful approach to community outreach above, this is an effective tool to connect the public with the work and communicate updates and progress over time. Additional GIS database management, data collection, and cartography services can be provided upon request. As described further in our description of the Tunnel Fuel Break project on page 26, Sequoia provides these service to Moraga-Orinda Fire District. The web tool Sequoia created can be found at this link.

Drone Surveys. Sequoia can offer drone services to assess project progress, document site conditions, and develop aerial imagery for publications and presentations. Sequoia staff are Federal Aviation Administration (FAA) Part 107 Remote Pilot-licensed. Drone assessments will provide digital orthophoto, digital surface model (DSM), digital elevation model (DEM), and point cloud data products. Drone use will be carefully planned in accordance with airspace restrictions, sensitivity to surrounding landowners and agencies’ regulations (e.g., East Bay Regional Park District), and Sequoia will hold drone insurance through Verifly. Drone footage can be a powerful tool in assessing treatment effectiveness, but also enhancing transparency with the local community about the Town’s efforts in fire risk mitigation (see below Public Outreach optional task for more context).

Habitat Monitoring. The Town’s responsibilities for managing treated work areas do not end at project conclusion. The changed landscape will need to be continually managed to maintain progress made on fuel reduction objectives. Sequoia's biologists can perform longer-term post-treatment monitoring to record species numbers, assess changes in habitat, and will develop subsequent data analysis if necessary.

Biologists will monitor reproductive seasons of wildlife throughout the project timeline. Various levels of

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 16 Shown at Left:

Sequoia has
worked
extensively
throughout Santa
Clara County and
the greater
region. With
offices in San Jose
and numerous
staff within just
miles of the
project area,
Sequoia brings
unmatched local
expertise.
technical memoranda and presentations can be developed with data to supplement public outreach efforts.

Public Outreach Support and Public Presentations. Sequoia understands that public perception and buy-in are essential parts of the wildfire risk management process. On past projects, Sequoia has assisted with the preparation and implementation of public outreach support, including stakeholder meetings, presentations, and/or site field trips. Given that work under the VMP will occur on public parks and open spaces with regular pedestrian use and recreational activities, Sequoia could work together with the Town to develop consistent messaging when members of the public inevitably ask about the changing landscape.

Sequoia can assist preparation and implementation of public outreach support, including stakeholder meetings, public meetings, presentations, and/or site field trips. Meetings could present the project information to interested parties and gather feedback and concerns that can be addressed. Other public meetings could include a walk-down with the agencies to ensure they agree with the approach and compliance with the CalVTP. A slideshow could be developed to present the project and the various aspects of CEQA compliance. Sequoia can design and provide project signage (to post for public information purposes) to increase awareness of treatment activities in general.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8---485B 4CBE 4B23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 2024-2028

HOURLYRATE SCHEDULE
Environmental Services 2024 2025 2026 2027 2028 Env. Project Mgm’t. 2024 2025 2026 2027 2028 Field Technician 1 $90 $95 $99 $104 $109 Assistant Project Manager 1 $165 $173 $182 $191 $201 Field Technician 2 $105 $110 $116 $122 $128 Assistant Project Manager 2 $170 $179 $187 $197 $207 Field Technician 3 $115 $121 $127 $133 $140 Assistant Project Manager 3 $175 $184 $193 $203 $213 Staff Biologist 1 $120 $126 $132 $139 $146 Project Manager 1 $180 $189 $198 $208 $219 Staff Biologist 2 $125 $131 $138 $145 $152 Project Manager 2 $185 $194 $204 $214 $225 Staff Biologist 3 $130 $137 $143 $150 $158 Project Manager 3 $190 $200 $209 $220 $231 Associate Biologist 1 $135 $142 $149 $156 $164 Project Manager 4 $200 $210 $221 $232 $243 Associate Biologist 2 $140 $147 $154 $162 $170 Project Manager 5 $210 $221 $232 $243 $255 Associate Biologist 3 $145 $152 $160 $168 $176 Project Manager 6 $220 $231 $243 $255 $267 Project Biologist 1 $150 $158 $165 $174 $182 Senior Project Manager 1 $230 $242 $254 $266 $280 Project Biologist 2 $155 $163 $171 $179 $188 Senior Project Manager 2 $240 $252 $265 $278 $292 Project Biologist 3 $160 $168 $176 $185 $194 Senior Project Manager 3 $250 $263 $276 $289 $304 Resource Specialist 1 $165 $173 $182 $191 $201 Program Manager 1 $260 $273 $287 $301 $316 Resource Specialist 2 $170 $179 $187 $197 $207 Program Manager 2 $270 $284 $298 $313 $328 Resource Specialist 3 $175 $184 $193 $203 $213 Program Manager 3 $280 $294 $309 $324 $340 Senior(Sr.) Biologist 1 $180 $189 $198 $208 $219 Principal 1 $290 $305 $320 $336 $352 Sr. Biologist 2 $185 $194 $204 $214 $225 Principal 2 $300 $315 $331 $347 $365 Sr. Biologist 3 $190 $200 $209 $220 $231 Principal 3 $310 $326 $342 $359 $377 Sr. Scientist 1 $200 $210 $221 $232 $243 Senior Principal 1 $320 $336 $353 $370 $389 Sr. Scientist 2 $210 $221 $232 $243 $255 Senior Principal 2 $330 $347 $364 $382 $401 Sr. Scientist 3 $220 $231 $243 $255 $267 Senior Principal 3 $340 $357 $375 $394 $413 Sr. Technical Specialist 1 $230 $242 $254 $266 $280 Geographic Information Services (GIS) Sr. Technical Specialist 2 $240 $252 $265 $278 $292 GIS Technician 1 $135 $142 $149 $156 $164 Sr. Technical Specialist 3 $250 $263 $276 $289 $304 GIS Technician 2 $145 $152 $160 $168 $176 Sr. Regulatory Specialist 1 $260 $273 $287 $301 $316 GIS Technician 3 $155 $163 $171 $179 $188 Sr. Regulatory Specialist 2 $270 $284 $298 $313 $328 GIS Analyst 1 $165 $173 $182 $191 $201 Sr. Regulatory Specialist 3 $280 $294 $309 $324 $340 GIS Analyst 2 $175 $184 $193 $203 $213 Botanist/Arborist Services GIS Analyst 3 $185 $194 $204 $214 $225 Botanist/Arborist 1 $135 $135 $142 $149 $156 GIS Project Manager 1 $200 $210 $221 $232 $243 Botanist/Arborist 2 $150 $150 $158 $165 $174 GIS Project Manager 2 $210 $221 $232 $243 $255 Botanist/Arborist 3 $165 $165 $173 $182 $191 GIS Project Manager 3 $220 $231 $243 $255 $267 Sr. Botanist/Arborist 1 $185 $185 $194 $204 $214 GIS Specialist 1 $230 $242 $254 $266 $280 Sr. Botanist/Arborist 2 $200 $200 $210 $221 $232 GIS Specialist 2 $240 $252 $265 $278 $292 Sr. Botanist/Arborist 3 $215 $215 $226 $237 $249 GIS Specialist 3 $250 $263 $276 $289 $304 Administrative Support Services GIS Program Manager 1 $260 $273 $287 $301 $316 Clerical $110 $116 $121 $127 $134 GIS Program Manager 2 $270 $284 $298 $313 $328 Project Administrator $135 $142 $149 $156 $164 GIS Program Manager 3 $280 $294 $309 $324 $340 Technical EditorI $150 $158 $165 $174 $182
Technical EditorII $160 $168 $176 $185 $194
Technical EditorIII $170 $179 $187 $197 $207
Senior Technical Editor $195 $205 $215 $226 $237

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Other Direct Costs
Sequoia Ecological Consulting, Inc.

Hourly Rate Schedule
Page
2 of 2
Regular Vehicle (GSA Rate) $0.67/mile
Submeter GPS $100/day
UTV and Trailer $95/day
Fleet Vehicle $95/day
iPad $10/day
Wildlife Remote Camera $20/ day
Acoustic Bat Monitor $35/day
Kayak Kit $75/day
Survey Flashlight (Streamlight) $12.50/day
Aquatic Survey Sampling Kit $25/person/day
Drone/sUAS $250/day
Wetsuit $70/week
Drysuit $195/week
YSI ProDSS Water Quality
Meter $125/day
Expense Reimbursement/Other:

1. Computer, facsimile, and telephone are included in the billing rates, and there is no additional charge.

2. Reproduction, equipment, and other direct expenses are reimbursed at cost plus a 15% administrative handling charge (excluding mileage).

3. Subconsultants will be billed at their indicated rate plus a 15% administrative handling charge; or the Sequoia labor category commensurate with their role.

4. Depending upon location, Per Diem may be charged where overnight stays are required.

5. Weekly or monthly equipment rates at a reduced amount may be available on a contract-specific basis.

6. Expert Witness Testimony, including Depositions, is billed at the time and half.

7. Non-standard invoice processing will be billed at standard hourly rates forsupport personnel.

8. Sequoia will review our hourly rates annually and may choose to escalate our rate sheet depending on changes to the cost- of living- index and other factors.

9. Hours beyond 8 hours per day are charged at an overtime rate of 1.5 times ourstandard hourly ratesfor qualifying personnel.

To comply with California Labor Code 512 and California Code of Regulations 11040, if on-site conditions prohibit personnel from taking required breaks, one additional hour of time will be billed per day for qualifying staff covered under the regulations.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Montrose Environmental Solutions
2024 Billing Rates
Staff Labor Rates
Classification Hourly Rate
Principal $262
Director II $240
Director I $230
Senior Associate II $218
Senior Associate I $208
Associate II $200
Associate I $191
Analyst II $180
Analyst I $170
Surveyor $148
Technician II $136
Technician I $120
GIS Analyst/CAD Technician $153
Technical Editor $131
Publication Specialist $114
Administrative Assistant $114
Direct Expenses
(10% markup; includes subconsultants)
Item Rate
Mileage Current 2024 IRS Rate
($0.655/mile)
Printing (in‐house)
‐ Black/white prints $0.15 per page
‐ Color prints $1.00 per page
‐ CDs(including label and envelope) $1.50 each
Equipment rental
‐ GIS mapping $30/hour
‐ GPS unit or Auger $100.00/day
Outside vendors; including
‐ Equipment rentals At cost plus markup
‐ Document production and supplies
Note: Rates are subject to 3% escalation each year.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 20 MK will add a full-width photo with caption here.

Relevant Experience
About Sequoia
Founded in 2011, Sequoia is a Bay Area-based, Woman-owned Small business with local offices in San Jose.

We provide environmental consulting services to public agencies and private entities throughout northern California. With a full-time local staff of more than 50 biologists and a history of successfully managing environmental compliance efforts for local agencies' fuel management efforts, Sequoia is positioned to quickly mobilize planners, biologists and species experts, botanists, arborists, foresters, and qualified scientists whose expertise facilitate successful and expedited planning and implementation of critical wildfire mitigation and restoration projects.

Sequoia has been supporting vegetation management efforts since our inception, and as our firm has grown, we built on that foundation as we have worked with city and county agencies, fire districts, landowners, and regulatory agencies to provide consultation, planning and permitting, site assessments, compliance monitoring services, and surveys and habitat assessments for sensitive species. We understand the unique challenges associated with these efforts and our staff are able to tackle critical project objectives alongside responsible agency staff, firefighters, and contractors. Working on these types of projects has instilled in us a profound sense of teamwork and purpose, and enabled us to serve as a flexible, seamless extension of our clients’ staff.
preparation for shaded fuel break treatments.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 21 Reference Contact San Mateo Resource Conservation District Timothy Federal, Program Manager, Forest Health and Fire Resilience Phone: 650.712.7765 x124
Email: [email protected]
Project Experience
La Honda Shaded Fuel Break and On-Call Environmental
Support | SAN MATEO COUNTY | SAN MATEO RESOURCE

CONSERVATION DISTRICT
The Sequoia team (Sequoia and Montrose) has been supporting the San Mateo Resource Conservation District (RCD) with planning and implementation of the La Honda Shaded Fuel Break, a 19-mile fuel break surrounding the community of La Honda in unincorporated San Mateo County.

With implementation slated for November 2023 per funding requirements, the RCD engaged Sequoia to help meet project’s CEQA requirements under the CalVTP PEIR. To meet the aggressive schedule and all regulatory requirements for implementation, the Sequoia team designed a CalVTP treatment plan to avoid the need for additional regulatory permitting from other agencies, and to balance environmental protection with the needs of the RCD, the La Honda community, and its stakeholders. Sequoia worked with the RCD to define methodology and phasing of specific treatment prescriptions; and provided detailed recommendations for tree pruning specifications, understory vegetation and shrub treatments, management of cut biomass, timing of treatments, aesthetics, and future maintenance and invasive species considerations.

Sequoia submitted the CalVTP Project-Specific Analysis (PSA) and Addendum for that project, as well as a Biological Resource Report and Cultural Resources Report after preparing and sending project notification letters to NAHC tribes. Upon agency submittal and approval of the PSA, Sequoia will assist with the request for bids and contractor oversight during implementation.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 22 East Bay Regional Park District Fuels Reduction Program | ALAMEDA AND CONTRA COSTA COUNTIES | EBRPD
From 2016-2021, Sequoia assisted the East Bay Regional Park District with system-wide implementation of the Wildfire Hazard Reduction and Resource Management Plan, as well as interpretation of a Biological Opinion, Incidental Take Permit, and Environmental Impact Report for the District’s fuels reduction project.

This project extends throughout EBRPD property in Alameda and Contra Costa counties. Sequoia coordinated communication and monthly update meetings with the District, and managed performance of the biomonitoring effort. Sequoia's biologists and technical specialists performed pre-and post-construction surveys, pre-activity surveys, biological monitoring, and long-term monitoring. A large group of Sequoia staff are approved by both the USFWS and CDFW to work with sensitive species on site. Sequoia staff also performed habitat assessments for AWS, identify signs of infection by Phytophthora cinnamomi, facilitated decontamination protocols to prevent the spread of Phytophthora species, and implemented AMMs during fuels treatment activities.

Approved staff members survey, monitor for, assess habitat quality, and conduct environmental trainings for special status species, including Alameda whipsnake, Pallid manzanita, California red-legged frog, Western pond turtle, San Francisco dusky-footed woodrat, California tiger salamander, and Western leatherwood.

Reference Contact East Bay Regional Park District
Kristen Van Dam, Resource Analyst/Ecologist
Phone: 510.544.2324
Email: [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 23 Forest Health and Fire Resiliency Project in Huddart & Wunderlich Parks | SAN MATEO COUNTY | SAN MATEO RCD
San Mateo Resource Conservation District (RCD), in collaboration with CAL FIRE and San Mateo County Parks developed high priority fuel reduction treatment projects on county lands in the northern Santa Cruz Mountains for forest health purposes. The collaboration resulted in the development of a forest health fuel reduction project at Huddart and Wunderlich, San Mateo County Parks encompassing 402.1 acres of vegetative treatments and a goal to enhance and restore a forest system challenged by changing climates, a lack of fire, and many homes in close proximity. Project activities primarily included mechanical thinning of vegetation up to 8” in diameter and pest management (Sudden Oak Death), which further improved forest health, fuel reduction, and carbon sequestration goals. These landscape level vegetation treatments have successfully reduced wildfire risk while increasing wildfire management opportunities.

Sequoia was contracted to support the project vegetation treatment prescriptions by conducting special status species and habitat surveys in scheduled work areas. Sequoia biologists conducted nesting bird surveys, assessed trees for bat roosting habitat, and visually searched for wood rat middens. The biologist flagged resources in accordance with RCD flagging conventions, communicated the locations of flagged resources to vegetation treatment crews, and provided the RCD with a daily survey report. Sequoia worked closely with the RCD to provide seamless environmental support aiding in early completion of the project.

Reference Contact David Cowman, Forest Ecologist
San Mateo Resource Conservation District
Office: 650.712.7765 x 107
Email: [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 24 Various San Mateo County Fuel Breaks and Vegetation
Management Support | SAN MATEO COUNTY | CAL FIRE & SAN

MATEO COUNTY PARKS
Supporting CAL FIRE’s work on the 70-acre Kings Mountain Road Emergency Shaded Fuel Break Project, Sequoia met with CAL FIRE staff and project representatives to plan for project implementation, special protection measures, and potential operational constraints. Treatments included mechanical treatments (masticators) to create a shaded fuel break along with utilization of hand crews with chippers and burn piles. Sequoia provided focused endangered species and botanical surveys to ensure environmental compliance and adherence to CAL FIRE’s fuel reduction (AMMs). We provided environmental training to CAL FIRE crews, and conducted pre-treatment assessments, collecting data on species cover, composition, and presence of invasive species. Sequoia will conduct post-treatment assessments to determine maintenance intervals for the fuel break. As part of the same project, Sequoia supported the San Mateo County Parks Department, performing focused surveys under our on-call contract to determine the presence of rare plants, primarily Kings Mountain manzanita. Sequoia’s botanists surveyed more than 1,900 acres of park land for this project.

Sequoia worked with CAL FIRE in support of the El Granada-Quarry Park Emergency Shaded Fuel Break Project. This 170-acre project restored a system of access roads and perimeter fuel breaks within a 500- acre eucalyptus stand near Half Moon Bay. Sequoia assisted with project implementation, special protection measures, and potential operational (biological) constraints. Sequoia’s biologists conducted preliminary surveys and mapping of proposed work areas focusing on the presence of nesting birds, sensitive species and their habitat, existing erosion orsigns of other work already competed, and safety hazards; as well as biological monitoring and environmental training.

Reference Contact CAL FIRE
Sarah Collamer, CZU Forester I – VMP
Phone: 831.254.1792
Email: [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 25 Countywide Wildfire Prevention/Hazard Mitigation
Projects | MARIN COUNTY | MARIN WILDFIRE PREVENTION AUTHORITY Sequoia is supporting the Marin Wildfire Prevention Authority (MWPA) under a second consecutive contract to permit and implement a large number of fire prevention projects throughout Marin County.

Sequoia provides biological services during environmental planning and implementation of the 40+ projects within the work plan. Our biologists conduct literature reviews of biological resources, field assessments, prepare and present environmental trainings, conduct specialized nesting bird and sensitive plant surveys, and provide ongoing specialized expertise to assist the MWPA. We have also assisted in the preparation of Environmentally Sensitive Habitat Area (ESHA) mapping to conform with the Marin County Coastal Zone's Local Coastal Plan, and we prepared a Project-specific Checklist (PSA) in compliance with the CalVTP in support of various MWPA projects.

Sequoia’s early involvement during the planning phase allowed us to assist in designing projects to avoid environmental impacts and maximize available funds. Sequoia biologists performed specialized surveys including nesting bird surveys, sensitive plant surveys, and protocol-level northern spotted owl surveys; as well as invasive species mapping.

This programmatic effort spans all of Marin County and addresses potential impacts to many sensitive species and various sensitive plants. Sequoia meets each month with project stakeholders, including members of the public, to assist MWPA in providing transparency to the public and interested parties regarding environmental compliance and avoidance of resource impacts.

Reference Contact Anne Crealock
Planning and Program Manager
Marin Wildfire Prevention Authority
Tel: (707) 332-0866
Email: [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 26 Pictured here:

Last month, Sequoia staff were invited to greet
members of the public during the City of Orinda's 2nd
Annual Wildfire Safety and Preparedness Fair (shown
at top left). Sequoia shared the Landowner Look Up
Tool (bottom left) and Best Practices for Home
Hardening Guide (shown at right) we prepared with the
Moraga-Orinda Fire District, and answered questions
about environmental protection measures applied on
the various shaded fuel breaks managed by the
Moraga-Orinda Fire District and Contra Costa County
Fire Protection District in the area.

Tunnel East Bay Hills Shaded Fuel Break Project | CONTRA

COSTA COUNTY, CA
Sequoia is supporting the Moraga-Orinda Fire District (MOFD) on its CAL FIRE-funded Tunnel East Bay Hills Shaded Fuel Break Project, an 1,110-acre expansion of the 2019 North Orinda Shaded Fuel Break (NOSFB) project. The project is subject to the California State and Federal Endangered Species Act, the Migratory Bird Treaty Act, and other species protections regulated by USFWS, CDFW, and local agencies.

Sequoia worked with MOFD throughout the planning process, preparing a Project-specific Analysis (PSA) checklist and Addendum to secure permitting under the CalVTP, and performing biological and cultural resource assessments, agency coordination, communication with the public, mapping, and contractor coordination. Before work commenced, Sequoia performed detailed preliminary surveys of proposed work areas, and will also conduct post-treatment surveys of treated areas. Surveys focused on the presence of nesting birds, sensitive species and their habitat, existing erosion or signs of other work already completed, and safety hazards. Data collected during these surveys will help MOFD to document permit compliance as well as inform the need for future maintenance work and assess post-treatment fire risk.

Similar to the work Sequoia conducted for the original NOSFB project, our biologists are currently supporting implementation, performing daily monitoring of work and close communication with the crews to ensure that the project is conducted in compliance with project permits. We present environmental training to all crew members, including intensive training on decontamination of equipment, boots, and vehicles to stop the spread of Phytopthora. Treatments monitored have included hand treatment, mastication, controlled burns, pile burning, lop and scatter, chip and haul out, and prescribed herbivory.

Reference Contact Jeff Isaacs, Fire Marshal
Moraga-Orinda Fire District
Tel: (925) 258-4513
Email: [email protected]

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 27 At Sequoia, our team is our greatest asset. Our highly qualified and experienced staff are the backbone of our successful project delivery. Our approach and the diversified experience of the staff we have selected to work on the project will allow for combined efforts and cost savings, to maximize the Town’s allocated funds and efforts.

Our Principal-in-Charge, Debie Montana, will serve as primary contact for the Town for the duration of the proposal and contracting process, while Project Manager Kyle Verblauuw will be your point of contact throughout the performance period.

Debie Montana
Principal-in-Charge
Debie Montana will provide project oversight,
managerialsupport, and assurance that Sequoia
will provide the dedicated resources required to
meet the Town’s needs on this project. Mrs.

Montana feels deeply privileged to lead Sequoia
in supporting wildfire mitigation efforts, playing a
small role in stewarding the land that provides a
retreat and a home to our staff and our families,
and protecting the habitats and species that
inspired her to become a biologist.

Certified in Project Management by the
University of California at Davis, Mrs. Montana
oversees large-scale fuels treatment projects
spanning diverse regions and habitats. She leads
Sequoia's efforts including:
• San Mateo RCD La Honda Shaded Fuel Break
PSA and Addendum preparation, and
implementation support
• San Mateo County Parks Department and CAL
FIRE focused species and rare plant surveys
for fuel reduction activities covering more
than 2,000 acres of park land throughout San
Mateo County
• Marin Wildfire Prevention Authority planning
and implementation of >40 wildfire
mitigation projects
• Contra Costa County Fire District’s on-call
consultant for planning and implementation
of its programmatic fuels efforts, including
work under the CalVTP
• On-call contract with the East Bay Regional
Park District for biological support on fuel
management projects including more than 30
FEMA-funded projects
• Planning and implementation services for
more than 3,000 acres of fuel break for the
Moraga-Orinda Fire District
Debie’s background and certifications:
 20 years of experience in the environmental
industry
 M.S., Biological Sciences with Concentration in
Organismal Biology, Conservation and Ecology,
San Jose State University •
 B.S., Biological Sciences with Concentration in
Conservation and Organismal Biology, San Jose
State University •
 Certificate, Project Management, University of
California, Davis

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 28 Kyle’s background and certifications:
 10 years of experience in the environmental
consulting industry
 MS, Environmental Management (Ecology),
University of San Francisco
 BA, Environmental Studies (Biology), University of
California Santa Barbara
 UC Education Abroad Program, (Marine Biology
and Terrestrial Ecology), University of
Queensland, Australia•
 USFWS 10(a)(1)(A) Recovery Permit
#ESPER0045160 for California Tiger Salamander
and California Red-legged Frog
 CDFW Scientific Collecting Permit #S-211500002-
21363-001 and MOU for California Tiger
Salamander, and California Red-legged Frog
Kyle Verblaauw
Project Manager
Kyle Verblaauw is a project manager and biologist
specializing in Northern California’s special-status
species. With a Master’s degree in Environmental
Management from the University of San
Francisco, Kyle oversees some of Sequoia’s
largest programmatic fuels management
implementation compliance efforts, including
management and coordination of staff
performing protocol-level surveys, preconstruction surveys, rare plant surveys, and biological compliance monitoring.

Kyle has worked extensively with species such as
the California tiger salamander, California redlegged frog, and western burrowing owl. He holds a USFWS Recovery Permit and California permits
for these species, and has experience with PIT
tagging, burrow excavations, and amphibian
surveys. His experience with Sequoia includes:
• Biological Project Managerfor Marin Wildfire
Prevention Authority during planning and
implementation of >40 wildfire mitigation
projects
• San Mateo County Parks, Edgewood Shaded
Fuels Break, Redwood City, CA
• San Mateo County Parks, Quarry Park Shaded
Fuels Break, El Granada, CA
• Butano State Park Forest Health Project;
Pescadero, CA
• Midpeninsula Regional Open Space District,
Bear Creek Redwood Preserve Phase II Trails
Project; Los Gatos, CA
• Napa County RCD’s CalVTP Project-Specific
Analysis and Addendum for Las Posadas
Forest
• Novato Fire Protection District’s Wildfire
Resiliency Technical Coordinator
• San Rafael Open Space Defensible Fuel
Reduction
• Sonoma County Regional Parks: Hood
Mountain Vegetation Management Planning

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 29 Will Johnson
Program Manager
Will Johnson has 16 years of experience in habitat
restoration, mitigation planning, natural resource
monitoring, and project management. Over the
past decade, he has worked on various projects
throughout northern California, serving as a field
biologist, site superintendent, manager, crew
leader, and equipment operator. Will is adept at
managing projects from proposal to closeout,
ensuring compliance with standard specifications,
plans, and permit requirements.

He has authored site management and long-term
maintenance plans, cost proposals, budgets, and
technical write-ups. Will has collaborated with
and contracted for a diverse range of clients,
including county, state, and federal agencies,
consulting firms, non-profits, special districts, and
private landowners. His work has involved
numerous special status species in Northern
California, and he has conducted rare plant
surveys and managed projects involving species
like the western burrowing owl and Swainson’s
hawk.

Kelyn McGuire
Surveys and Monitoring,
Environmental Training
Kelyn McGuire is an enthusiastic biologist with
more than 2 years of experience in
environmental consulting and biological field
work. With exquisite attention to detail and
ability to coordinate among all parties, Kelyn
serves as Sequoia’s field lead for fuels treatment
monitoring, surveys, and environmental training
for projects with the Contra Costa County Fire
Protection District, as well as the Moraga-Orinda
Fire District. She is experienced at coordinating
and conducting surveys for nesting birds and
special status species including California tiger
salamander, California red-legged frog, Alameda
whipsnake, western pond turtle, and San
Francisco dusky-footed woodrat, among many
others. Kelyn also assists with rare plant surveys
and California spotted owl surveys under the
supervision of senior biologists/botanists, and
bumble bee surveys with a permitted biologist.

Kelyn’s background and certifications:
 2+ years of field experience
 BA Environmental Studies (Anthropology),
University of California, Santa Barbara
 UC Education Abroad Program, (Anthropology)
University of Edinburgh, Scotland
Will’s background and certifications:
 16 years of experience in habitat restoration,
mitigation planning, inspection and compliance
support, natural resource monitoring, and both
project and program-level administration and
management
 MS, Biological Sciences, University of Rhode Island
 BS, Biological Sciences, University of Rhode Island
 California Contractors State License Board – C-27
Landscape Construction License, 1086577, exp.
2026
 California Department of Pesticide Regulation –
Qualified Applicator License, 162032, exp.
12/2024

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 30 Brian Nissen
Surveys and Monitoring,
Environmental Training
More than 6 years of professional experience
working with private industry consulting, federal
and state agencies compliance, and volunteer
research projects
Brian Nissen is a restoration ecologist and field
biologist with over 6 years of experience. He has
worked on ecological restoration and biological
surveys across the San Francisco Bay Area,
focusing on special status species and habitat
restoration. Brian is skilled in project design,
implementation, invasive plant management,
native plant propagation, and irrigation systems.

He holds permits for surveying California tiger
salamander and California red-legged frog and
has extensive experience with these species on
construction projects. Brian has also conducted
surveys for otherspecialstatus species, including
nesting birds, raptors, burrowing owls, and rare
plants like Santa Cruz robust spineflower.

Additionally, he has over 100 hours of passerine
banding experience with the San Francisco Bay
Bird Observatory.

Nicolas Anderson
Surveys and Monitoring,
Environmental Training, and GIS
Nicolas Anderson has 5 years of experience in
wildlife and vegetation surveys, habitat
restoration, construction monitoring, forestry
management, and geographic information
systems (GIS). His surveying skills include pointcount, mark-recapture for small mammals and fish, electrofishing, mist netting, spotlighting, dip
netting, seining, hoop netting, telemetry, and
herpetological surveys for wetland IBI
assessments.

Nicolas has conducted threatened and
endangered species surveys across the Midwest,
Southeast U.S., and California. Species he has
worked with include the western pond turtle,
California red-legged frog, Indiana bat, Henslow’s
sparrow, loggerhead sea turtle, northern longeared bat, and greater prairie-chicken. His vegetation surveys have covered species such as
beaked spikerush, slender rush, and western
prairie fringed orchid.

Brian’s background and certifications:
 5+ years of field experience
 BS, Natural Resources, Fisheries and Wildlife
Science, Oregon State University
 10(a)(1)(A) Recovery Permit (PER0011950),
California tiger salamander, California red-legged
frog
 CDFW Scientific Collection Permit (SC-190180001)
Nick’s background and certifications:
 7+ years of field experience
 Wildland Firefighter Type II
 BS in Fisheries, Wildlife, and Conservation
biology, University of Minnesota, Twin Cities
 NPDES Construction Stormwater Inspector

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 32 Attachment A - Other Information
Why Choose Sequoia?
 Experience with Federally Funded Fuels Management Efforts Sequoia is deeply familiar with the variety of funding mechanisms for California’s fuels management projects. We have worked on dozens of FEMA-funded projects for clients including East Bay Regional Park District, the RCD, and numerous projects through CAL FIRE. We understand the requirements of these projects including invoicing, reporting, and the importance of meeting deadlines and milestones set forth by grants.
 Demonstrated Experience with Fire Crews
Sequoia and its staff have coordinated and worked closely with fire crews and agencies including but not limited to:
• CAL FIRE
• Moraga-Orinda Fire District
• Novato Fire District (Full-time staff augmentation)
• Mt. Diablo Fire Safe Council
• California Conservation Corps
• East Bay Regional Park District's Fire Department
• Contra Costa County Fire Protection District
 Qualified Biologists with Certifications and Permits to Handle and Survey for Listed Species
Sequoia's staff have all the requisite certifications and permits to provide the range of expertise required to implement the Town’s VMP. Our staff includes GIS Specialists, TRAQ Certified Personnel, a Certified Consulting Botanist, Certified Arborist, and numerous individuals with 10(a)1(A) recovery permits and/or Memorandums of Understanding (MOUs) for sensitive species including: Western bumble bee, California tiger salamander, California red-legged frog, San Francisco garter snake, Foothill yellow-legged frog, California Ridgway’s rail, Western snowy plover, Vernal pool branchiopods, and other sensitive species.

A table showing our team's certifications and licensing is provided below.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 33 Table. Sequoia Permitted and Certified Staff
Stephen Gergeni MOU attached to SCP; S-201190005-21059-001, Covers 4 CESA-Candidate Bumble Bee Species, Western bumble bee, Crotch's bumble bee, Franklin's bumble bee and Suckley's Cuckoo bumble bee
USFWS 10(a)(1)(A) Recovery Permit #TE-84156D-0, Giant gartersnake, California tiger salamander, California red-legged frog
CDFW Scientific Collecting Permit #SC-2011900005, Giant garter snake, California tiger salamander, California red-legged frog, Foothill yellow-legged frog, amphibians, reptiles,small mammals, San Francisco dusky-footed woodrat, California giant salamander, Santa Cruz black salamander, Northern red-legged frog, Western spadefoot toad; Northern alligator lizard Northern pond turtle, Southwestern pond turtle, terrestrial and vernal pool inverts Andrew Ford MOU attached to SCP; S-201190005-21059-001, Covers 4 CESA-Candidate Bumble Bee Species, Western bumble bee, Crotch's bumble bee, Franklin's bumble bee and Suckley's Cuckoo bumble bee
USFWS 10(a)(1)(A) Recovery Permit #TE-66228D-0, California tigersalamander and California red-legged frog
Certified Consulting Botanist CCB-0029
California Endangered Species Act Plant Voucher Collecting Permit 2081 1(a)-19-101-V ISA Tree Risk Assessment Qualification (ISA TRAQ)
ISA Certified Arborist, WE-13284A
Ari Rogers USFWS 10(a)(1)(A) Recovery Permit #TE 41340D-0, California tiger salamander and California red-legged frog
CDFW MOU SC-13818, California tiger salamander (under Woodruff for CTS as an authorized individual)
Certified Ecological Restoration Practitioner-in-Training (CERPIT) CERPIT #0678, Society for Ecological Restoration
California Endangered Species Act Plant Voucher Collecting Permit 2081 1(a)-18-081-V Aurelie Hening Sub-permittee USFWS 10(a)(1)(A) Recovery Permit #TE-34570A-3.2, western snowy plover Brendan Champlin ISA Certified Arborist (WE-13739AU)
Brett Hanshew USFWS 10(a)(1)(A) Recovery Permit #TE-67570A-0, California tiger salamander (Sonoma County-Distinct Population Segment and Santa Barbara County-Distinct Population Segment), California red-legged frog, San Francisco Garter Snake, Vernal pool branchiopods CDFW MOU: SC-009343, California tiger salamander, Foothill yellow-legged frog, and San Francisco Garter Snake
Brian Nissen 10(a)(1)(A) Recovery Permit (PER0011950), California tiger salamander, California red-legged frog
CDFW Scientific Collection Permit (SC-190180001)

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 34 Jesse Reebs USFWS 10(a)(1)(A) Recovery Permit #TE-01769B-3, California tigersalamander, San Francisco Garter Snake, Alameda whipsnake, California Ridgway’s rail CDFW MOU: SC-010272, California tiger salamander, San Francisco Garter Snake, Alameda whipsnake, California Ridgway’s rail
Julie Woodruff USFWS 10(a)(1)(A) Recovery Permit #TE-71409C-0, California red-legged frog, California tiger salamander, and Sierra Nevada yellow-legged frog
CDFW MOU: SC-13782, California tigersalamander, foothill yellow-legged frog, and Sierra Nevada yellow-legged frog
USGS Bird Banding Lab Master Bander #24106, Northern saw-whet owl, western screech-owl, and
burrowing owl
Kyle Verblaauw USFWS 10(a)(1)(A) Recovery Permit #ESPER0045160, California tiger salamander, California red-legged frog
SCP# S-211500002-21363-001, California tiger salamander, California red-legged frog, Pacific treefrog, American bullfrog, Foothill yellow-legged frog, California newt, Redbellied newt, Rough-skinned newt
 Ability to Respond Quickly to Changes in Schedule
The nature of these projects lends itself to last-minute schedule changes due to weather, fire risk, and other unpredictable conditions. Sequoia’s team of cross-trained local biologists are already approved by the CDFW and USFWS to survey and monitor for the sensitive species found within the Project area. Because our staff are deployed from our offices in San Jose and Walnut Creek, we require minimal mobilization and travel time. This allows us to hit the ground running at project kickoff, and to rapidly mobilize fully qualified staff, accommodating concurrent work and changing project needs. Sequoia will respond to Town requests within 30 minutes, and we can schedule qualified biologists for field surveys and monitoring efforts within 24 hours of requests, or less.
 Full Understanding of PSA Implementation under the CalVTP Sequoia has deep experience in both development and implementation of the PSA process. In addition to supporting clients and contractors during the implementation phase, and monitoring fuel reduction in accordance with environmental measures of the CalVTP, Sequoia has also authored several approved PSAs.

Because we bring this experience, the Town can be assured that Sequoia understands the process thoroughly and can find ways of streamlining certain parts of the process to better benefit species, cost and timelines. Recent Sequoia PSAs can be found (here and here) and Sequoia has contributed to the development of several PSA’s under the Marin Wildfire Prevention Authority (here). As part of past PSA processes, Sequoia has also developed PSA addenda as necessary.

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 35 Client Testimonials and Letters of Recommendation

ITEM NO. 10.

Docusign Docusign Docusign Envelope Envelope Envelope ID: 71ABC041 F2CFEC63 C3C88704--33B6 66FC 4FF8--485B 4CBEB23--9D22 -A2D6 B80--15DBA66398A5 -36853FBAC10F 7F606F5E7542 Sequoia Ecological Consulting, Inc.

Proposal for Town of Los Gatos - Environmental Monitoring Services for Vegetation Management Risk Reduction Project (Open Space) 36 East Bay Regional Park District
Kristen Van Dam, Resource Analyst/Ecologist
“Sequoia has provided biological monitoring support for my program for nearly five years. Our program is large and complex, and involves potential impacts to several threatened species. Sequoia is always on top of it. Sequoia’s project managers are sharp, communicative, and thorough. Their biologists are great with the crews, and largely due to their guidance we rarely see compliance issues. They are experts on the species we work with, and leverage their expertise to ensure the least possible risk to them. My project manager provides prompt weekly updates, and monitoring reports arrive complete and clearly organized. Any questions and issues that come up with project compliance are communicated promptly and resolved easily.

One of the most impressive things about Sequoia is that the staff are not there merely to provide a service; staff actively engage in collaborative problem-solving with the client, which has saved my agency money and time. Their staff are highly qualified scientists, but the best kind of scientists – with a keen eye toward communication and customer service. I know that my project manager has my project’s best interests at heart, and I trust them completely. I would recommend Sequoia for any biological compliance project without hesitation.”
Diablo FireSafe Council
Cheryl Miller, Executive Coordinator
“The team at Sequoia Ecological Consulting was critical to effective hazardous fuel reduction for the North Orinda Shaded Fuel Break. By having their biologists evaluate sites before work began we could avoid potential environmental impacts and accelerate the project. Their staff’s expertise continued to guide field crews throughout the work, giving the whole project team confidence that we could adjust the project to meet the best management practices and comply with the myriad of environmental requirements, while reducing the potential of wildfire.”
San Mateo RCD
David Cowman, Forest Ecologist
“I’d like to echo the gratitude for the great communication in addition to the level of flexibility you all have provided throughout the project. These types of projects are tricky to coordinate with all the moving pieces, and I greatly appreciate your willingness to send bios when necessary to fill in when our own staff and County Parks staff weren’t available.”