Attachment 3 - Agreement - SCCFD - Defensible Space Wildland Fire Specialist Pilot ProgramN:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc
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AGREEMENT BETWEEN TOWN OF LOS GATOS AND SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT FOR THE Cal OES PASS THROUGH GRANT SUBAWARD
THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town
of Los Gatos, a California municipal corporation, (“Los Gatos”) and the Santa Clara County Central
Fire Protection District, a California special district (herein called “County Fire” or “Implementing
Agency”). This Agreement is made with reference to the following facts.
I. RECITALS
1.1 Los Gatos, in conjunction with the Implementing Agency and the Cities of Cupertino,
Monte Sereno, and Saratoga submitted an Assembly Budget Request to the Assembly
Budget Committee for the Wildland Urban Interface (WUI) Structure Hardening Incentives.
1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of
Emergency Services (“Cal OES”) to be allocated between various entities as set forth in
Exhibit A to this Agreement, and over which Los Gatos was appointed to be the
administrator of this grant.
1.3 Implementing Agency was awarded a $2,000,000 (“County Fire Funds”) from the
$7,000,000 grant from Cal OES to implement a pilot defensible space wildland fire
mitigation program, (“Program”) for our communities and to be implemented and
overseen by County Fire, the Implementing Agency.
II. AGREEMENTS
2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to
Implementing Agency in a manner consistent with any standards required as a condition of
providing these funds, which are hereby incorporated by reference and attached as Exhibit
A. Implementing Agency will be responsible for using the funds consistent with the grant
application and approval and the standards set forth in Exhibit A. Los Gatos shall disburse
the entire amount of the County Fire Funds by June 30, 2022.
2.2 Term and Time of Performance. Program performance may retroactively begin on July 1,
2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.
Accordingly, services of Implementing Agency shall start on the 1st day of July 2021 and
end on the 30th day of June 2024 but may be extended and remain in effect during any
period that Implementing Agency has control over the funds. The term of this Agreement
and the provisions herein may be extended by mutual agreement in writing to cover any
additional time period consistent with grant requirements. Such extension may be based
upon remaining initial funding under this Agreement or funding of which Los Gatos
remains in control of from Cal OES funds or other assets.
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2.3 Budget. Implementing Agency will incorporate this grant funding in accordance with
applicable Governmental Accounting and Auditing Standards and procedures as provided
by Implementing Agency’s financial policies and procedures.
2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los
Gatos under this Agreement shall not exceed the amount shown in Exhibit A.
2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail
(postage prepaid), commercial courier, personal delivery, facsimile, or other electronic
means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.
Notices sent by mail are presumed delivered after (5) days. All written communications
under this Agreement shall be addressed to the individuals in the capacities listed below,
unless otherwise modified by subsequent written notice.
Communications and details concerning this Agreement shall be directed to the following
representatives:
Los Gatos Implementing Agency
Town of Los Gatos Santa Clara County Fire District
Attn: Laurel Prevetti Attn: Veronica Niebla
Title: Town Manager Title: Director of Business Services
110 E. Main St 14700 Winchester Blvd.
Los Gatos, CA 95030 Los Gatos, CA 95032
lprevetti@losgatosca.gov
2.6 Conditions.
A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any
manner, as creating or establishing the relationship of employer/employee between
the parties. Implementing Agency shall at all times remain an "independent
contractor" with respect to the services to be performed under this Agreement.
B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and
all claims, actions, suits, charges and judgments whatsoever that arise out of its
performance or nonperformance of the obligations set forth in this Agreement.
C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any
claim, liability, loss, injury or damage arising out of, or in connection with, its
performance of this Agreement or the performance of its agents, employees or sub-
contractors.
2.7 Administrative Requirements.
A. Financial Management
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1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB)
accounting principles and procedures required therein, utilize adequate internal
controls, and maintain necessary source documentation for all costs incurred.
B. Documentation and Record Keeping
1. Records to be Maintained
Implementing Agency shall maintain all records required by Los Gatos and the State
of California.
2. Close-outs
Implementing Agency’s obligation to Los Gatos shall not end until all close-out
requirements are completed. Activities during this close-out period shall include,
but are not limited to: making final payments, disposing of program assets
(including the return of all unused materials, equipment, unspent cash advances,
program income balances, and accounts receivable to Subrecipient), and
determining the custodianship of records. Notwithstanding the foregoing, the
terms of this Agreement shall remain in effect during any period that Campbell has
control over the funds, including program income.
C. Reporting
Implementing Agency shall report on an annual basis for the Fiscal Year (FY) ending
June 30th. All program expenses related to the funds received under this
Agreement are due by September 30th of each FY during the term of this
Agreement.
D. Procurement
1. Compliance with Regulations
Implementing Agency shall procure all materials, property, or services in
accordance with its Purchasing Policies and Procedures.
2.8 Assignability. Implementing Agency shall not assign or transfer any interest in this
Agreement without the prior written consent of Los Gatos: provided, however, that claims
for money due or to become due to Implementing Agency from Los Gatos under this
Agreement may be assigned to a bank, trust company, or other financial institution
without such approval. Notice of any such assignment or transfer shall be furnished
promptly to Los Gatos.
III. GENERAL TERMS
3.1 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
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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.
3.2 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.
3.3 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the parties.
3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Los Gatos and Implementing Agency.
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. Unless otherwise prohibited by law or County Fire policy, the
parties agree that an electronic copy of a signed contract, or an electronically signed
contract, has the same force and legal effect as a contract executed with an original ink
signature. The term “electronic copy of a signed contract” refers to a transmission by
facsimile, electronic mail, or other electronic means of a copy of an original signed
contract in a portable document format. The term “electronically signed contract” means a
contract that is executed by applying an electronic signature using technology approved by
County Fire.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Department Head
Implementing Agency, by:
By: Mike Wasserman, President
Board of Directors
Signed and certified that a copy of this
document has been delivered by electronic or
other means to the President, Board of
Directors.
ATTEST:
Tiffany Lennear
Clerk of the Board of Directors
Date: ____________________
APPROVED AS TO FORM AND LEGALITY
Christopher R. Cheleden
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Lead Deputy County Counsel
[add approved as to form sig block for
Campbell too]
Approved as to Form:
Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]