Attachment 2 Draft Agreement SR2SPage 1 of 7
Los Gatos-Monte Sereno Safe Routes to School (SR2S)
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 1st of January 2021, and is made by and between
TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Los Gatos-Monte Sereno
Safe Routes to School (SR2S), a 501(c)(3) (“Service Provider”), whose address is 17010 Roberts
Road, Los Gatos, CA 95032. This Agreement is made with reference to the following facts.
I.RECITALS
1.1 Town desires to engage Service Provider in a sole source procurement.
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Town desires to engage Service Provider to deliver eligible services per the Funding
Agreement with the Santa Clara Valley Transportation Authority (VTA) for the 2016
Measure B Bicycle & Pedestrian Education and Encouragement Program (Measure B E/E
Program).
1.4 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to
retain Service Provider.
II.AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Proposal sent to the Town, which is hereby incorporated by reference and attached as
Exhibit A.
2.2 Term and Time of Performance. This contract will remain in effect July 1, 2021 through
June 30, 2025. Only eligible costs incurred on or after July 1, 2017 will be eligible for
compensation.
2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
ATTACHMENT 2
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Los Gatos-Monte Sereno Safe Routes to School (SR2S)
2.5 Information/Report Handling. All documents furnished to Service Provider by the Town
and all reports and supportive data prepared by the Service Provider under this Agreement
are the Town’s property and shall be delivered to the Town upon the completion of
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Service Provider in connection with the performance of its
services pursuant to this Agreement are confidential until released by the Town to the
public, and the Service Provider shall not make any of the these documents or information
available to any individual or organization not employed by the Service Provider or the
Town without the written consent of the Town before such release. The Town
acknowledges that the reports to be prepared by the Service Provider pursuant to this
Agreement are for the purpose of evaluating a defined project, and Town's use of the
information contained in the reports prepared by the Service Provider in connection with
other projects shall be solely at Town's risk, unless Service Provider expressly consents to
such use in writing. Town further agrees that it will not appropriate any methodology or
technique of Service Provider which is and has been confirmed in writing by Service
Provider to be a trade secret of Service Provider.
2.6 Compensation. Compensation for services shall not exceed $60,000, inclusive of all costs.
Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be quarterly by invoice and shall be accompanied by a detailed
explanation of the work performed as necessary to support reimbursement of funds.
Also, plans, specifications, documents or other pertinent materials shall be submitted for
Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Service Provider shall maintain the records supporting this billing
for not less than three years following completion of the work under this Agreement.
Service Provider shall make these records available to authorized personnel of the Town at
the Service Provider offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be assigned
or subcontracted without the written consent of the Town.
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Los Gatos-Monte Sereno Safe Routes to School (SR2S)
2.10 Independent Contractor. It is understood that the Service Provider, in the performance of
the work and services agreed to be performed, shall act as and be an independent
contractor and not an agent or employee of the Town. As an independent contractor
he/she shall not obtain any rights to retirement benefits or other benefits which accrue to
Town employee(s). With prior written consent, the Service Provider may perform some
obligations under this Agreement by subcontracting, but may not delegate ultimate
responsibility for performance or assign or transfer interests under this Agreement.
Service Provider agrees to testify in any litigation brought regarding the subject of the
work to be performed under this Agreement. Service Provider shall be compensated for
its costs and expenses in preparing for, traveling to, and testifying in such matters at its
then current hourly rates of compensation, unless such litigation is brought by Service
Provider or is based on allegations of Service Provider's negligent performance or
wrongdoing.
2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider has no business holdings or agreements
with any individual member of the Staff or management of the Town or its representatives
nor shall it enter into any such holdings or agreements. In addition, Service Provider
warrants that it does not presently and shall not acquire any direct or indirect interest
adverse to those of the Town in the subject of this Agreement, and it shall immediately
disassociate itself from such an interest, should it discover it has done so and shall, at the
Town's sole discretion, divest itself of such interest. Service Provider shall not knowingly
and shall take reasonable steps to ensure that it does not employ a person having such an
interest in this performance of this Agreement. If after employment of a person Service
Provider discovers it has employed a person with a direct or indirect interest that would
conflict with its performance of this Agreement Service Provider shall promptly notify
Town of this employment relationship, and shall, at the Town's sole discretion, sever any
such employment relationship.
2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider nor its subcontractors do and neither shall
discriminate against persons employed or seeking employment with them on the basis of
age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental
disability, national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment & Housing Act.
III.INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i.Service Provider agrees to have and maintain, for the duration of the
contract, General Liability insurance policies insuring him/her and his/her
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firm to an amount not less than: one million dollars ($1,000,000) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
ii. Service Provider agrees to have and maintain for the duration of the
contract, an Automobile Liability insurance policy ensuring him/her and
his/her staff to an amount not less than one million dollars ($1,000,000)
combined single limit per accident for bodily injury and property damage.
iii. Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the
Town before work commences.
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Service Provider; products and completed operations of
Service Provider, premises owned or used by the Service Provider.
ii. The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its officers, officials, employees and volunteers. Any
insurance or self-insurances maintained by the Town, its officers, officials,
employees or volunteers shall be excess of the Service Provider's insurance
and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Service Provider's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers’ Compensation. In addition to these policies, Service Provider shall have and
maintain Workers' Compensation insurance as required by California law and shall provide
evidence of such policy to the Town before beginning services under this Agreement.
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Further, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up
because of damages to property or personal injury received by reason of, or in the course
of performing work which may be occasioned by a willful or negligent act or omissions of
the Service Provider, or any of the Service Provider's officers, employees, or agents or any
subcontractor.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Service Provider shall have the right to
terminate this agreement with or without cause by giving not less than fifteen days (15)
written notice of termination. In the event of termination, the Service Provider shall
deliver to the Town all plans, files, documents, reports, performed to date by the Service
Provider. In the event of such termination, Town shall pay Service Provider an amount
that bears the same ratio to the maximum contract price as the work delivered to the
Town bears to completed services contemplated under this Agreement, unless such
termination is made for cause, in which event, compensation, if any, shall be adjusted in
light of the particular facts and circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
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Los Gatos-Monte Sereno Safe Routes to School (SR2S)
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Los Gatos-Monte Sereno Safe Routes to
School (SR2S)
17010 Roberts Road
Los Gatos, CA 95032
or personally delivered to Service Provider to such address or such other address as
Service Provider 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 Service Provider. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
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Los Gatos-Monte Sereno Safe Routes to School (SR2S)
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Matt Morley, Director of Parks and Public
Works
Service Provider, by:
Title
Approved as to Form:
_____________________________________
Robert Schultz, Town Attorney
Attest:
______________________________________
Shelley Neis, MMC, CPMC, Town Clerk
Town of Los Gatos
Measure B Bicycle & Pedestrian Education & Encouragement Program of Projects
*This schedule depicts the nature of the programs we will provide. Additions and deletions may occur.
** The programs will be provided primarily by volunteers
July 1, 2019 - June 30, 2025
Project Title Project Activities
Description
Project
Locations
Frequency Project Goals* Proposed Evaluation
Metrics*
Pre K Education 30 minutes of outdoor LGUSD Once a month ●To encourage children
to learn to ride bikes.
●Encourage parents to
teach kids bike skills.
●20 student participants
•Number of children
Opportunities: Learn on-bike training. elementary depending on participating
to Ride Balance
Bikes Using class time to introduce schools. participation
rates.
•Number of locations we
offer the program
balance bike curriculum to Local preschools. •Number of sessions
students. offered
Kindergarten Use a combination of a visual LGUSD 1 ●2 schools = Present to
25% of kindergarteners.
•Number of students
Pedestrian Training presentation and outdoor elementary presentation participating
crosswalk practice to teach schools. per •Number of schools
kindergarteners how to be kindergarten participating
more aware as a pedestrian. class at each
LGUSD school
per year.
Grade 1 - Advanced To build on the Kindergarten LGUSD 1 ●2 schools = Present to
25% of first graders.
•Number of students
Pedestrian Training Training by adding traffic flow elementary presentation participating
and more advanced traffic schools. per first grade •Number of schools
situations. In class visual class at each participating
presentation and playground. LGUSD school
per year.
Grade 2 - Scooter To build on Pedestrian LGUSD 1 ●1 school = Engage with •Number of students
Training and Traffic training with focus on scooter elementary presentation 15% of second graders.participating
Understanding safety and the schools. per school at •Number of schools
acknowledgment of traffic each LGUSD participating
flow. school per
Outdoor on-scooter training. year.
Grade 3 or 4-
Helmet Safety
Training
Middle school students
present the importance of
LGUSD
elementary
schools.
1 assembly
per LGUSD
school.
●2 Schools = 50% of 3rd
or 4th graders.
•Number of students
participating
EXHIBIT A
wearing a helmet and how to
properly fit it.
Indoor assembly.
•Number of schools
participating
Grade 4 -
Bike Rodeo
Practical outdoor on-bike
training for kids, showing
them various traffic situations
and how to best navigate
them.
LGUSD
elementary
schools.
1 Bike Rodeo
per school per
year.
4 Schools = 100% of 4th graders. • Number of students
that participate
(maintain current
participation levels )
•Number of schools that
participate
Develops a sense of
responsibility, confidence and
empowerment.
Grade 5 & 6 -
Middle School
Cycling Proficiency
Practical outdoor on-bike
training for kids.
Reviewing basic safety
manoeuvres and road riding.
Daves
Elementary
School - Monte
Sereno
Neighborhood
4 week course
-2 hours per
week.
10 students who graduate the
program.
1-2 courses offered.
•Number of students
that graduate the
program.
•Number of courses
offered.
Develops a sense of
responsibility, confidence and
empowerment.
Grade 7 & 8 - Train
the Trainer: Helmet
Safety
Train Middle school students
to teach elementary school
kids about the importance of
wearing helmets.
Fisher Middle
School -
Leadership Class
1-2 times per
year.
1-2 training sessions completed.
15 student participants.
•Number of students
that participate.
•Number of training
sessions completed.
Los Gatos High
School -
Implementation into
Life Fitness Course
High school students learn
about key elements of riding
on the roads.
On road experience on the
town roads navigating traffic.
Los Gatos High
School - Town of
Los Gatos
1 class per
week - 90
minutes.
Ongoing
class.
Number of students that
participate - 20-30
Total hours of education and
practical road experience - goal
is to keep cycling in the HS
curriculum
•Number of students
that participate
•Total hours of
education and practical
road experience
LCI training Encourage Town members to
obtain their Licensed Cycling
Instructor License through the
American League of Cyclists
to help expand our programs
going forward.
Los Gatos
Location.
3 classes, 4
hour per
class.
10 trained and licensed
community members.
Number of community
members trained and
licensed.
Educational Videos 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.)
LGUSD
newsletters and
website, SR2S
social media and
website.
Ongoing • 2 Videos.
• Develop a rollout procedure to
maximize views.
• Metrics to be developed along
with rollout procedure
Number of
students/families that
see videos.
Safety Lessons in a
Set Curriculum /
Lesson Plan (rainy
day/substitute
teacher plans)
Provide teachers/PE teachers
set curriculums to satisfy
learning initiatives and target
safety education using videos
& games- target elementary
school classes.
LGUSD Schools Ongoing 1-2 schools using the curriculum. • Number of schools
using the lesson plans
• Number of teachers
that use lesson plans
• Number of students
that participate in
lessons