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07 Staff Report SJCC with attachments 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: 01/16/2024 ITEM NO: 7 DATE: December 21, 2023 TO: Mayor and Town Council FROM: Laurel Prevetti, Town Manager SUBJECT: Authorize the Town Manager to Execute the Following Agreements with San José Conservation Corps: a. Episodic Support for Winter Storm Response in an Amount Not to Exceed $15,000 and b. Parks-Related Support Staffing in an Amount Not to Exceed $87,100. RECOMMENDATION: Authorize the Town Manager to execute the following agreements with San José Conservation Corps (SJCC): a. Episodic support for storm response in an amount not to exceed $15,000 (Attachment 1) and b. Parks-related support staffing in an amount not to exceed $87,100 (Attachment 2). BACKGROUND: The Department of Parks and Public Works (PPW) is funded for eight full-time Parks and Maintenance Worker positions, with the resources split evenly between parks and streets. The parks team currently has two vacancies. One position has been vacant since June 12, 2023. The second parks position was filled for a short time in 2023 and is now vacant again. Efforts to recruit for this position have proven challenging given the high cost of living in the Bay Area and limited qualified applicants. The Parks and Maintenance Worker position is the labor source for all Parks and Public Works tasks throughout the Town of Los Gatos. This team maintains parks and trails, as well as storm drainage systems, roadways, road signs, and other appurtenant assets owned by the Town. During storms such as the winter storms of 2023, the Parks and Maintenance Workers served as the front line responding to reports of drainage problems and trees down. In January 2023, PAGE 2 OF 3 SUBJECT: Authorize Town Manager to Enter in Agreements with San José Conservation Corps DATE: December 21, 2023 BACKGROUND (continued): this team was issued 298 work requests, compared to 88 in January 2022 and 81 in January 2021. The increase in work requests is solely attributed to the winter storms. This level of response is challenging to provide when the team is short staffed, and storm response makes routine park maintenance challenging, if not impossible, to perform. The San José Conservation Corps (SJCC) is a workforce development program that was founded in 1987. The SJCC currently offers both job training and a charter school experience to support youth in developing valuable work skills, as well as the soft skills that are needed to thrive in today’s job market. The SJCC provides service to communities and quasi-governmental agencies throughout the Bay Area in fields such as flood response, trail maintenance, emergency response, erosion control, fire fuel load reduction, graffiti removal, and similar services. DISCUSSION: Given the vacancy rate among Parks and Maintenance in PPW, the Department is proposing the temporary use of SJCC staff for two specific purposes. The first is episodic services primarily for storm response (Attachment 1). This service would be provided on an as-needed basis in the event of storms like those of winter 2023 or other natural disasters that required extensive clean up The second is auxiliary staffing to provide much needed support for the Park Operations Team (Attachment 2). The SJCC staff would work alongside PPW staff to perform parks and trails related maintenance. The intent of this agreement is to provide two SJCC staff through March 31, 2024, with the option to extend the agreement to June 30, 2024, upon mutual agreement between both the Town and the American Federation of State, County, and Municipal Employees (AFSCME), during which time PPW will continue its efforts to recruit permanent Parks and Maintenance Workers. The Town met and conferred with the AFSCME representatives on these proposed contracts. The bargaining unit is fine with these limited duration contracts through March with possible extensions. CONCLUSION: Approval of this item will provide support staff for Parks and Public Works and improve maintenance of Town-owned parks and public spaces. PAGE 3 OF 3 SUBJECT: Authorize Town Manager to Enter in Agreements with San José Conservation Corps DATE: December 21, 2023 COORDINATION: This item was coordinated with the Finance Department, Human Resources Department, the local chapter of AFSCME, and the San José Conservation Corps. FISCAL IMPACT: There is a budget savings due to Park and Maintenance Worker vacancies. There are sufficient funds available in the FY 2023/24 Parks and Streets Operating Budget to cover the agreements for episodic services and auxiliary staffing. ENVIRONMENTAL ASSESSMENT: This is not a project defined under CEQA, and no further action is required. Attachments: 1. Agreement for Episodic Services 2. Agreement for Auxiliary Staffing for the Parks and Maintenance Worker Job Class This Page Intentionally Left Blank Agreement for Consultant Services Page 1 of 9 ATTACHMENT 1 AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is dated for identification on January 16, 2024 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and the San Jose Conservation Corps (“Consultant”), a 501(c)(3) non-profit organization, whose address is 1560 Berger Drive, San Jose CA, 95112. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desires to engage Consultant to provide services for episodic services related to storms from 1/17/24 through 3/31/24. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in that certain proposal sent to the Town on November 20, 2023 which is hereby incorporated by reference and attached as Exhibit A. 2.2 Term and Time of Performance. This contract will remain in effect upon execution to March 31, 2024, with the option to extend the agreement to June 30, 2024, upon mutual agreement between the Town and the American Federation of State, County, and Municipal Employees (AFSCME). Consultant shall perform the services described in this agreement as described in Exhibit A. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's Agreement for Consultant Services Page 2 of 9 ATTACHMENT 1 services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $15,000 based on the hourly rates contained in Exhibit A and based on actual time worked. The rates are inclusive of all costs. Payment shall be based upon Town approval of each task. 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 Email: ap@losgatosca.gov 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. Agreement for Consultant Services Page 3 of 9 ATTACHMENT 1 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an Agreement for Consultant Services Page 4 of 9 ATTACHMENT 1 amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: i. The Town, its elected and appointed officials, employees, and, agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except Agreement for Consultant Services Page 5 of 9 ATTACHMENT 1 after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. Agreement for Consultant Services Page 6 of 9 ATTACHMENT 1 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. Agreement for Consultant Services Page 7 of 9 ATTACHMENT 1 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 San Jose Conservation Corps 1560 Berger Drive San José, CA 95112 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Agreement for Consultant Services Page 8 of 9 ATTACHMENT 1 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Laurel Prevetti, Town Manager Recommended by: Nicolle Burnham Director of Parks and Public Works Consultant, by: Dorsey Moore, Executive Director/CEO Dorsey Moore, Executive Director/CEO Approved as to Form: Gabrielle Whelan, Town Attorney Attest: Wendy Wood, CMC, Town Clerk Agreement for Consultant Services – Exhibit A Page A1 Exhibit A WORK SUMMARY: Consultant agrees to perform services required by the Town of Los Gatos due to inclement weather or any other cause deemed necessary by the Town. The Town will define when services are required and request services as needed. The services can be required for any type of episodic event, major or minor emergency and can be man-made or natural. LENGTH OF SERVICE: Service period is between January 17, 2024 and June 30th, 2024 and can only be extended by written agreement from the Town. The cost of any/all services cannot exceed $15,000 unless agreed upon in advance by the Town. PRICING: Service will be billed on an hourly basis at the rates below. Regular Overtime -Corpsmember $52.32 $78.48 -Supervisor $66.16 $99.24 This Page Intentionally Left Blank Agreement for Consultant Services Page 1 of 7 ATTACHEMENT 2 AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is dated for identification on January 16, 2024 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and the San Jose Conservation Corps (“Consultant”), a 501(c)(3) Corporation, whose address is 1560 Berger Drive, San Jose CA, 95112. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desires to engage Consultant to provide services to two interns from January 17, 2024 through March 31, 2024. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in Exhibit A. 2.2 Term and Time of Performance. This contract will remain in effect upon execution to March 31, 2024, with the option to extend the agreement to June 30, 2024, upon mutual agreement between the Town and the American Federation of State, County, and Municipal Employees (AFSCME). Consultant shall perform the services described in this agreement as described in Exhibit A. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services Agreement for Consultant Services Page 2 of 7 ATTACHEMENT 2 pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $87,100, inclusive of all costs. Payment shall be based upon Town approval of each task. Services shall be charged and invoiced based on actual hours worked at a rate of $52.32 per hour. 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 Email: AP@losgatosca.gov 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not Agreement for Consultant Services Page 3 of 7 ATTACHEMENT 2 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. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to Agreement for Consultant Services Page 4 of 7 ATTACHEMENT 2 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 effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: i. The Town, its elected and appointed officials, employees, and, agents are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its elected and appointed officials, employees, and agents. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence Agreement for Consultant Services Page 5 of 7 ATTACHEMENT 2 of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its elected and appointed officials, agents, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. Agreement for Consultant Services Page 6 of 7 ATTACHEMENT 2 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 San José Conservation Corps 1560 Berger Drive San José, CA 95112 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Agreement for Consultant Services Page 7 of 7 ATTACHEMENT 2 IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Laurel Prevetti, Town Manager Recommended by: Nicolle Burnham Director of Parks and Public Works Consultant, by: Dorsey Moore, Executive Director/CEO Dorsey Moore, Executive Director/CEO Approved as to Form: Gabrielle Whelan, Town Attorney Attest: Wendy Wood, CMC, Town Clerk Agreement for Consultant Services Page A1 Exhibit A Scope of Services San Jose Conservation Corps will provide two intern staff capable of meeting the following standards and requirements: POSITION SUMMARY: Incumbents shall perform a variety of semiskilled and skilled tasks in the maintenance of streets, street medians and park grounds, storm lines and related public works installations, and equipment and buildings in a designated geographical area; and to perform related duties as assigned. ESSENTIAL FUNCTIONS: 1. Assist in the maintenance of medians, grounds, equipment, and facilities in a designated geographical area. Water, weed, apply pesticides, prune, empty trash containers and perform minor repairs and custodial maintenance to restrooms. 2. Assist in the maintenance and repair of sprinkler systems, plumbing fixtures, and light standards. 3. Assist in locating the proper storm lines through maps, operate rodding and flushing equipment. 4. Perform manual work on maintenance, repair and construction projects such as street patching and resurfacing, concrete finishing, and installation of guardrails, retaining walls, and storm lines, building of concrete installations, installation of metal fences, painting, and fabrication shelves, bins, playground and exercise equipment. 5. Use a variety of hand and power tools and operate light motorized equipment. 6. May operate a variety of light and medium equipment, including but not limited to: pick-up trucks, loaders, rollers and street sweepers, dump trucks, power mowers, sprayers, tractors, and lift trucks. 7. May assist in making minor repairs to tools, parts and materials. 8. May assist in making wooden signs, using router, planer, table saw, and drill press. 9. As assigned, work extended or irregular hours, storm patrol and emergency repair work. 10. Operate a variety of light, medium and some heavy equipment, including but not limited to: pick-up trucks, loaders, rollers and street sweepers, dump trucks, power mowers, sprayers, tractors, and lift trucks. May occasionally operate heavier or more complex equipment such as backhoes. 11. Maintain a supply and inventory control system, which includes the issuance of tools, parts and material to other personnel. 12. Make minor repairs to tools, parts and materials. 15. Performs other work-related duties as assigned.