Loading...
Staff Report with attachments PREPARED BY: Stephen Conway Finance Director Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, 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: 6/21/2022 ITEM NO: 13 DATE: June 8, 2022 TO: Mayor and Town Council FROM: Laurel Prevetti, Town Manager SUBJECT: Authorize the Following Actions Related to the Cal OES Pass Through Grant Subaward: a. Accept a California Governor’s Office of Emergency Services (Cal OES) Pass Through Grant Subaward in the Amount of $7,000,000 for Public Safety and Emergency Resiliency; b. Authorize a Revenue and Expenditure Budget Adjustment in the Amount of $7,000,000 to Receive and Disburse the Subaward; and c. Authorize the Town Manager to Execute Subrecipient Agreements with the Implementing Agencies to Disburse the Cal OES Pass Through Grant Subaward Based on the Original Grant Request RECOMMENDATION: Staff recommends that the Town Council authorize the following actions related to the Cal OES Pass Through Grant Subaward: a. Accept a California Governor’s Office of Emergency Services (Cal OES) Pass Through Grant Subaward in the amount of $7,000,000 for Public Safety and Emergency Resiliency; b. Authorize a revenue and expenditure budget adjustment in the amount of $7,000,000 to receive and disburse the subaward; and c. Authorize the Town Manager to execute subrecipient agreements with the implementing agencies to disburse the Cal OES Pass Through Grant Subaward based on the original grant request BACKGROUND: On May 7, 2021, the West Valley cities (Town of Los Gatos, City of Monte Sereno, City of Saratoga, City of Cupertino, and City of Campbell) together with Santa Clara County Fire Department (SCCFD) submitted a State Assembly budget request for public funds to enhance the public safety and emergency resiliency of the West Valley cities in the event of wildfire, earthquake, and other humanmade and natural disasters. PAGE 2 OF 3 SUBJECT: Cal OES Pass Through Grant Subaward for Public Safety and Emergency Resiliency DATE: June 13, 2022 BACKGROUND (continued): The request, in collaboration with Assemblymember Evan Low, was presented to the Assembly Budget Committee and was ultimately approved. Town of Los Gatos has been appointed by the California Governor’s Office of Emergency Services (Cal OES) to be the subrecipient of the funds totaling $7,000,000 and is responsible for distributing the funds to the subrecipient West Valley cities listed in Attachment 1 DISCUSSION: The full funding of $7.0 million was received this fiscal year. Below is a summary of the requested amounts and the associated programming: The Defensible Space Wildland Fire Specialist Program will help the Town of Los Gatos along with the Cities of Monte Sereno, Saratoga, and Cupertino implement a pilot defensible space Wildland Fire Specialist Program for our communities to be implemented and overseen by Santa Clara County Fire Department (SCCFD). The amount requested for this program is $2.0 million. The City of Campbell requested funding for a Resilient Emergency and Police Department Operations Center (EOC/DOC) project. The total amount requested for this is $3.9 million and would help them fund for the design and construction of the new Emergency and Police Department Operations Center. The initial plan for this project was to be funded through an approved Measure O obligation fund in 2018. Due to significant revenue declines caused by the COVID-19 pandemic, the projected Measure O bond proceeds were not met. With the help of this funding, the City can provide long-lasting and resilient benefit to the Campbell community and West Valley region. Along with the projects previously mentioned, $1.0 million will be allocated to City of Cupertino. With this money, $500,000 will be appropriated towards a one-time Business Continuity and Resilience program and the other $500,000 will be appropriated for emergency coordination and communication enhancement in the Emergency Operations Center. The remaining $100,000 will be allocated to City of Saratoga. With this allocation, the City will organize an incentive program that will encourage property owners to harden structures against fire in the Wildland Urban Interface (WUI). This program will prioritize older adults, people with disabilities, and individuals with economic hardships. PAGE 3 OF 3 SUBJECT: Cal OES Pass Through Grant Subaward for Public Safety and Emergency Resiliency DATE: June 13, 2022 CONCLUSION: Staff recommends that the Town Council authorize the Town Manager to execute agreements with the implementing cities and authorize the revenue and expenditure budget adjustments. COORDINATION: This report and the agreements were coordinated with the Town Attorney’s and the Town Manager’s Offices. FISCAL IMPACT: If Council approves this item, the Town will receive the subgrant and distribute the entire proceeds to the implementing cities based on their original requests. ENVIRONMENTAL ASSESSMENT: The requested actions are not considered a project defined under CEQA, and no further action is required. Attachments: 1. Cal EOS Pass Through Grant Subaward for Public Safety and Emergency Resiliency 2. Agreement with City of Campbell 3. Agreement with Santa Clara County Fire Department 4. Agreement with City of Cupertino 5. Agreement with City of Saratoga This Page Intentionally Left Blank ATTACHMENT 1 May 7, 2021 VIA: ELECTRONIC MAIL The Honorable Evan Low California State Assembly State Capitol, Room 4126 Sacramento, CA 95814 RE: Assembly Budget Request – West Valley Cities Public Safety and Emergency Resiliency Dear Assemblymember Low, The West Valley Cities and our collaborating agency appreciate the overture to submit an Assembly Budget request. The Town of Los Gatos, City of Monte Sereno, City of Saratoga, City of Cupertino, City of Campbell, and the Santa Clara County Fire Department (SCCFD) respectfully submit the following request to enhance the public safety and emergency resiliency of the West Valley in the event of wildfire, earthquake, and other manmade and natural disasters. While our communities have our own unique individual characteristics, we share many very real common threats. The magnitude of response required to effectively manage an earthquake, wildfire or other disasters will quickly overwhelm our individual communities and require a coordinated regional response. To that end, our collaborative budget request is for $7 million to increase wildfire preparedness, prepare our business community appropriately, and modernize our Emergency Operation and Police Department Operation Centers (EOC/DOC). Los Gatos, Monte Sereno, Saratoga, and Cupertino all either encompass or abut Wildland Urban Interface (WUI) and Very High Fire Hazard Severity Zones (Attachment 1). We have all made great strides individually to address the risk of wildfire in our communities, but collectively we can have a greater impact for our residents. As the map illustrates, wildfire knows no boundaries and a risk for one is a risk to all (Attachment 1). This funding will help to implement a pilot defensible space Wildland Fire Specialist Program for our communities to be implemented and overseen by Santa Clara County Fire Department (SCCFD). The City of Montecito established a similar program in 1994 and it is widely credited with sparing the city from the ravages of the 2017 Thomas Fire, now the seventh largest wildfire in California history. The request would also provide funding to provide economic incentives to modernize structures in the WUI to current Fire Code standards, such as upgrading wood shake roofs to fire resistant Class A materials. In addition, to ensure an effective regional response in any emergency situation, all our communities need state-of-the-art effective Emergency Operation Centers and Police Department Operations Centers (EOC/DOC). This request will help West Valley cities achieve safe, modern, and technologically advanced EOCs and DOCs capable of facilitating regional joint emergency training and operation activities when mutual aid is needed. And lastly, the pandemic clearly illustrated that many of our small to medium-sized businesses were ill prepared to respond to a disaster. Many businesses either know little, or never prioritize, effective emergency planning. This funding request would provide a one-time Business Continuity and Resilience program to provide resiliency improvements and technical assistance to businesses in emergency planning. As disasters have plagued our state over the years, never has the importance of a collaborative regional approach to emergency preparedness and planning been more apparent. Our budget request would provide SCCFD with the funding to pilot a Wildland Fire Specialist Program, create incentives to harden structures in the WUI, enhance the effectiveness of our EOCs and DOCs to respond to emergencies, provide critical mutual aid, and help our business community better prepare for the eventual next disaster. Even during these challenging budgetary times, there is nothing more important than safeguarding our residents and our communities. As such our West Valley Cities collaboration has chosen a selfless path to this budget request knowing that protecting one of our communities from the potential ravages of disasters protects all our communities. Sincerely, MAYOR MARICO SAYOC MAYOR SHAUN LEUTHOLD Town of Los Gatos City of Monte Sereno MAYOR YAN ZHAO MAYOR DARCY PAUL City of Saratoga City of Cupertino MAYOR ELIZABETH “ LIZ” GIBBONS CHIEF TONY BOWDEN City of Campbell Santa Clara County Fire Department LAUREL PREVETTI STEVEN LEONARDIS Town of Los Gatos Town Manager City of Monte Sereno City Manager JAMES LINDSAY DEBORAH FENG City of Saratoga City Manager City of Cupertino City Manager BRIAN LOVENTHAL City of Campbell City Manager This Page Intentionally Left Blank N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 1 of 5 ATTACHMENT 2 AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF CAMPBELL 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 City of Campbell, a California municipal corporation (herein called “Campbell”). This Agreement is made with reference to the following facts. I. RECITALS 1.1 Los Gatos, in conjunction with Campbell, submitted an Assembly Budget Request to the Assembly Budget Committee for the Resilient Emergency and Police Department Operations Center (EOC/DOC). 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 Campbell was awarded a $3,900,000 (“Campbell Funds” from the $7,000,000 grant from Cal OES to help Campbell achieve safe, modern, and technologically advanced EOCs and DOCs capable of facilitating regional joint emergency training and operation activities when mutual aid is needed. II. AGREEMENTS 2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Campbell 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. Campbell 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 Campbell Funds to Campbell 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 Campbell 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 Campbell has control over the funds, if any. 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 2 of 5 ATTACHMENT 2 2.3 Budget. Campbell will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Campbell’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 Campbell Town of Los Gatos City of Campbell Attention: Laurel Prevetti Attn: Will Fuentes Title: Town Manager Title: Finance Director 110 E. Main St 70 N. First St. Los Gatos, CA 95030 Campbell, CA 95008 lprevetti@losgatosca.gov willf@campbellca.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. Campbell 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 3 of 5 ATTACHMENT 2 A. Financial Management 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 Campbell shall maintain all records required by Los Gatos and the State of California. 2. Close-outs Campbell’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 Campbell 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 Campbell shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures. 2.8 Assignability. Campbell 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 Campbell 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 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 4 of 5 ATTACHMENT 2 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 Campbell. 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 Campbell’s 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 Campbell. IN WITNESS WHEREOF, the parties have executed this Agreement. Town of Los Gatos by: Laurel Prevetti, Town Manager Recommended by: Department Head Campbell, by: Printed Name and Title [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] N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 5 of 5 ATTACHMENT 2 This Page Intentionally Left Blank N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 1 of 5 ATTACHMENT 3 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 2 of 5 ATTACHMENT 3 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 N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 3 of 5 ATTACHMENT 3 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 N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 4 of 5 ATTACHMENT 3 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 N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 5 of 5 ATTACHMENT 3 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] This Page Intentionally Left Blank N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 1 of 5 ATTACHMENT 4 AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF CUPERTINO 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 City of Cupertino, a California municipal corporation (herein called “Cupertino”). This Agreement is made with reference to the following facts. I. RECITALS 1.1 Los Gatos, in conjunction with Cupertino, submitted an Assembly Budget Request to the Assembly Budget Committee for the Resilient Emergency Operations Center and Business Continuity Resilience Program. 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 Cupertino was awarded a $1,000,000 (“Cupertino Funds”) from the $7,000,000 grant from Cal OES to help initiate the Business Continuity Resilience Program which will provide resiliency improvements and technical assistance to businesses in emergency planning. This funding will also help Cupertino to enhance their Emergency Operations Center to support city and regional response. II. AGREEMENTS 2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Cupertino 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. Cupertino 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 Cupertino Funds to Cupertino 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 Cupertino 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 Cupertino has control over the funds, if any. 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 2 of 5 ATTACHMENT 4 2.3 Budget. Cupertino will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Cupertino’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 Cupertino Town of Los Gatos City of Cupertino Attn: Laurel Prevetti Attn: Kristina Alfaro Title: Town Manager Title: Administrative Services Director 110 E. Main St 10300 Torre Ave Los Gatos, CA 95030 Cupertino, CA 95014 lprevetti@losgatosca.gov kristinaa@cupertino.org 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. Cupertino 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 3 of 5 ATTACHMENT 4 A. Financial Management 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 Cupertino shall maintain all records required by Los Gatos and the State of California. 2. Close-outs Cupertino’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 Cupertino has control over the funds, including program income. C. Reporting Cupertino 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 Cupertino shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures. 2.8 Assignability. Cupertino 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 Cupertino 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 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 4 of 5 ATTACHMENT 4 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 Cupertino. 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 Cupertino’s 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 Cupertino. IN WITNESS WHEREOF, the parties have executed this Agreement. Town of Los Gatos by: Laurel Prevetti, Town Manager Recommended by: Department Head Cupertino, by: Printed Name and Title [add approved as to form sig block for Cupertino too] Approved as to Form: Gabrielle Whelan, Town Attorney [attestation not necessary if agreement will not be recorded] N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 5 of 5 ATTACHMENT 4 This Page Intentionally Left Blank N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 1 of 5 ATTACHMENT 5 AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF SARATOGA 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 City of Saratoga, a California municipal corporation (herein called “Saratoga”). This Agreement is made with reference to the following facts. I. RECITALS 1.1 Los Gatos, in conjunction with 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 Saratoga was awarded a $100,000 (“Saratoga Funds”) from the $7,000,000 grant from Cal OES to initiate an incentive program to encourage property owners to bring their structures in the WUI of the City to harden their structures and them into compliance with current Fire Code standards. II. AGREEMENTS 2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Saratoga 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. Saratoga 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 Saratoga Funds to Saratoga by July 15, 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 Saratoga 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 Saratoga has control over the funds, if any. 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 2 of 5 ATTACHMENT 5 2.3 Budget. Saratoga will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Saratoga’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 Saratoga Town of Los Gatos City of Saratoga Attn: Laurel Prevetti Attn: Nick Pegueros Title: Town Manager Title: Finance Director 110 E. Main St 13777 Fruitvale Avenue Los Gatos, CA 95030 Saratoga, CA 95014 lprevetti@losgatosca.gov npegueros@saratoga.ca.us 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. Saratoga 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 N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 3 of 5 ATTACHMENT 5 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 Saratoga shall maintain all records required by Los Gatos and the State of California. 2. Close-outs Saratoga’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 Saratoga has control over the funds, including program income. C. Reporting Saratoga 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 Saratoga shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures. 2.8 Assignability. Saratoga 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 Saratoga 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 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. N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 4 of 5 ATTACHMENT 5 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 Saratoga. 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 Saratoga’s 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 Saratoga. IN WITNESS WHEREOF, the parties have executed this Agreement. Town of Los Gatos by: Laurel Prevetti, Town Manager Recommended by: Department Head Saratoga, by: Printed Name and Title [add approved as to form sig block for Saratoga too] Approved as to Form: Gabrielle Whelan, Town Attorney [attestation not necessary if agreement will not be recorded] N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 5 of 5 ATTACHMENT 5