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CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND CSG CONULTANTS,INC THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills (“Town”) and CSG Consultants,Inc.(“Consultant”)(together referred to as the “Parties”)as of September 15,2022 (the “Effective Date”). Section 1.SERVICES.Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A ,and incorporated herein,at the time and place and in the manner specified therein,In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services.The term of this Agreement shall begin on the Effective Date and shall end on September 15,2023,the date of completion specified in Exhibit A,and Consultant shall complete the work described in Exhibit A on or before that date,unless the term of the Agreement is otherwise terminated or extended,as provided for in Section 8.The time provided to Consultant to complete the services required by this Agreement shall not affect the Town’s right to terminate the Agreement,as referenced in Section 8. 1.2 Standard of Performance.Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel.Consultant shall assign only competent personnel to perform services pursuant to this Agreement.In the event that Town,in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall,immediately upon receiving notice from Town of such desire of Town, reassign such person or persons. 1.4 Time.Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder. Section 2.COMPENSATION.Town hereby agrees to pay Consultant a sum not to exceed seventeen thousand two-hundred thirty-two dollars and no cents ($17,232),notwithstanding any contrary indications that may be contained in Consultant’s proposal,for services to be performed and reimbursable costs incurred under this Agreement.In the event of a conflict between this Agreement and Consultant’s proposal,attached as Exhibit A,regarding the amount of compensation,the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein.The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing,Consultant shall not bill Town for duplicate services performed by more than one person. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 1 of 14 Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant,Consequently,the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees,agents,and subcontractors may be eligible.Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices.Consultant shall submit invoices,not more often than once a month during the term of this Agreement,based on the cost for services performed and reimbursable costs incurred prior to the invoice date.Invoices shall contain the following information: Serial identifications of progress bills;i.e.,Progress Bill No.1 for the first invoice, etc.; The beginning and ending dates of the billing period; •A Task Summary containing the original contract amount,the amount of prior billings,the total due this period,the balance available under the Agreement,and the percentage of completion; •At Town’s option,for each work item in each task,a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work,the hours spent by each person,a brief description of the work,and each reimbursable expense; •The total number of hours of work performed under the Agreement by Consultant and each employee,agent,and subcontractor of Consultant performing services hereunder; •The Consultant’s signature; a Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee,agent,or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and Town.Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town,if applicable. 2.2 Monthly Payment.Town shall make monthly payments,based on invoices received,for services satisfactorily performed,and for authorized reimbursable costs incurred.Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment.Town shall pay the last 10%of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice,if all services required have been satisfactorily performed. 2.4 Total Payment.Town shall pay for the services to be rendered by Consultant pursuant to this Agreement.Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 2 of 14 Town shall make no payment for any extra,further,or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees.Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A. 2.7 Payment of Taxes.Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination.In the event that the Town or Consultant terminates this Agreement pursuant to Section 8,the Town shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination.Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services.The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3.FACILITIES AND EQUIPMENT.Except as set forth herein,Consultant shall,at its sole cost and expense,provide all facilities and equipment that may be necessary to perform the services required by this Agreement.Town shall make available to Consultant only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. Town shall furnish physical facilities such as desks,filing cabinets,and conference space,as may be reasonably necessary for Consultant’s use while consulting with Town employees and reviewing records and the information in possession of the Town,The location,quantity,and time of furnishing those facilities shall be in the sole discretion of Town.In no event shall Town be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4.INSURANCE REQUIREMENTS.Before beginning any work under this Agreement, Consultant,at its own cost and expense,unless otherwise specified below,shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees,and subcontractors.Consistent with the following provisions,Consultant shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects,and that such insurance is in effect prior to beginning work to the Town.Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement.The cost of such insurance shall be included in the Consultant’s bid.Consultant shall not Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 3 of 14 allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution.Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers’Compensation.Consultant shall,at its sole cost and expense,maintain Statutory Workers’Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant.The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident.In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code.Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant,if a program of self-insurance is provided,shall waive all rights of subrogation against the Town and its officers,officials,employees,and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and AutomobNe Liability Insurance. 4.2.1 General requirements.Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence,combined single limit coverage for risks associated with the work contemplated by this Agreement.If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.Such coverage shall include but shall not be limited to,protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage.Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition)covering comprehensive General Liability on an “occurrence”basis,Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition),Code 1 (any auto).No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements.Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a.The Insurance shall cover on an occurrence or an occurrence basis,and not on a claims-made basis. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 4 of 14 b.Town,its officers,officials,employees,and volunteers are to be covered as insureds as respects:liability arising out of work or operations performed by or on behalf of the Consultant;or automobiles owned, leased,hired,or borrowed by the Consultant c.For any claims related to this Agreement or the work hereunder,the Consultant’s insurance covered shall be primary insurance as respects the Town,its officers,officials,employees,and volunteers,Any insurance or self-insurance maintained by the Town,its officers,officials,employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. d.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party,except after 30 days’ prior written notice has been provided to the Town. 4.3 Professional Liability Insurance. 4.3.1 General requirements.Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1 ,000,000 covering the licensed professionals’errors and omissions.Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations.The following provisions shall apply if the professional liability coverage is written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. b.Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c.If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d.A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 5 of 14 4.4.1 Acceptability of insurers.All insurance required by this section is to be placed with insurers with a Bests’rating of no less than A:Vll. 4.4.2 Verification of coverage.Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer,including complete copies of all endorsements attached to those policies.All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf.If the Town does not receive the required insurance documents prior to the Consultant beginning work,it shall not waive the Consultant’s obligation to provide them.The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self-Insured Retentions.Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.At the option of the Town,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town,its officers, employees,and volunteers;or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations,claim administration and defense expenses. 4.4.4 Wasting Policies.No policy required by this Section 4 shall include a “wasting” policy limit (i.e.limit that is eroded by the cost of defense). 4.4.5 Waiver of Subrogation.Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss.Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers’Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant,its employees, agents,and subcontractors. 4.4.6 Subcontractors.Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies.In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,Town may,at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant’s breach: Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 6 of 14 •Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; •Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder,or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof;and/or •Terminate this Agreement. Section 5.INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Consultant shall indemnify,defend with counsel acceptable to Town,and hold harmless Town and its officers,officials,employees,agents and volunteers from and against any and all liability,loss,damage, claims,expenses,and costs (including without limitation,attorney’s fees and costs and fees of litigation) (collectively,‘Liability”)of every nature arising out of or in connection with Consultant’s performance of the Services or its failure to comply with any of its obligations contained in this Agreement,except such Liability caused by the sole negligence or willful misconduct of Town, The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant.The Consultant must respond within 30 days,to the tender of any claim for defense and indemnity by the Town,unless this time has been extended by the Town.If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days,in addition to any other remedy authorized bylaw,so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the Town,may be retained by the Town until disposition has been made of the claim or suit for damages,or until the Consultant accepts or rejects the tender of defense,whichever occurs first. With respect to third party claims against the Consultant,the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing,to the extent this Agreement is a “construction contract”as defined by California Civil Code Section 2782,as may be amended from time to time,such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee,agent,or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of Town,Consultant shall indemnify,defend,and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees,agents,or subcontractors,as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of Town. Section 6.STATUS OF CONSULTANT. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 7 of 14 6.1 Independent Contractor.At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of Town,Town shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1 .3; however,otherwise Town shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.Notwithstanding any other Town,state,or federal policy,rule,regulation,law,or ordinance to the contrary, Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by Town, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent.Except as Town may specify in writing,Consultant shall have no authority,express or implied,to act on behalf of Town in any capacity whatsoever as an agent.Consultant shall have no authority,express or implied,pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7.LEGAL REQUIREMENTS. 7.1 Governing Law.The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws.Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations.To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits.Consultant represents and warrants to Town that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions.Consultant represents and warrants to Town that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense,keep in effect at all times during the term of this Agreement any licenses,permits,and approvals that are legally required to practice their respective professions.In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity.Consultant shall not discriminate,on the basis of a person’s race,religion,color,national origin,age,physical or mental handicap or disability,medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 8 of 14 in,recipient of,or applicant for any services or programs provided by Consultant under this Agreement.Consultant shall comply with all applicable federal,state,and local laws, policies,rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this Agreement,including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8.TERMINATION AND MODIFICATION. 8.1 Termination.Town may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days’written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;Town,however,may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs,computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. 8.2 Extension.Town may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1.Any such extension shall require a written amendment to this Agreement,as provided for herein.Consultant understands and agrees that,if Town grants such an extension,Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement.Similarly,unless authorized by the Contract Administrator,Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments.The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting.Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence,experience,and specialized personal knowledge.Moreover,a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator,Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 9 of 14 8.5 SurvivaL All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant.If Consultant materially breaches any of the terms of this Agreement,Town’s remedies shall included,but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings,reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9.KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance.All reports,data,maps, models,charts,studies,surveys,photographs,memoranda,plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town.Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement.It is understood and agreed that the documents and other materials,including but not limited to those described above,prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use.Town and Consultant agree that,until final approval by Town,all data,plans,specifications,reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant’s Books and Records.Consultant shall maintain any and all ledgers,books of account,invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records.Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours,upon oral or written request of the Town,Under California Government Code Section 8546.7,if the amount of public Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 10 of 14 funds expended under this Agreement exceeds $10,000.00,the Agreement shall be subject to the examination and audit of the State Auditor,at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’Fees.If a party to this Agreement brings any action,including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys’fees in addition to any other relief to which that party may be entitled.The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue.In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability.If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect,The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach.The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns.The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products.Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest.Consultant may serve other clients,but none whose activities within the corporate limits of Town or whose business,regardless of location,would place Consultant in a “conflict of interest,”as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 etseq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement.No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now,nor has it been in the previous 12 months, an employee,agent,appointee,or official of the Town,If Consultant was an employee, agent,appointee,or official of the Town in the previous twelve months,Consultant Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 11 of 14 warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that,if this Agreement is made in violation of Government Code § 1090 et seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement,including reimbursement of expenses,and Consultant will be required to reimburse the Town for any sums paid to the Consultant.Consultant understands that,in addition to the foregoing,it may be subject to criminal prosecution for a violation of Government Code §1090 and,if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation.Consultant agrees not to solicit business at any meeting,focus group,or interview related to this Agreement,either orally or through any written materials. 10.9 Contract Administration.This Agreement shall be administered by (“Contract Administrator”).All correspondence, communications and meetings shall be directed to or through the Contract Administrator or his or her designee.The Consultant shall only take direction regarding the services provided under this Agreement from the Contract Administrator.Furthermore,Consultant agrees that the Contract Administrator shall be included any meeting,teleconference or written communication between any Town representative including Committee members and the Consultant.The Town may modify the Contract Administrator at any time upon providing written notice to the Consultant. 10.10 Notices.Any written notice to Consultant shall be sent to: CSG Consultants,Inc. Attn:Cyrus Kianpour,President CC:Ethan Edwards,VP Planning Svs. CC:Kathleen Gallagher,Sustainability Mgr. 550 Pilgrim Drive Foster City,CA 94404 Any written notice to Town shall be sent to: Sofia Mangalam Planning Director 26379 Fremont Road,Los Altos Hills,CA 94022 Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 12 of 14 10.11 Professional Seal.Where applicable in the determination of the contract administrator, the first page of a technical report,first page of design specifications,and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation.The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,”as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration.This Agreement,including the scope of work attached hereto and incorporated herein as Exhibits A represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations,representations,or agreements,either written or oral. Exhibit A Scope of Services and Payment Schedule 10.13 Counterparts.This Agreement may be executed in multiple counterparts,each of which shall be an original and all of which together shall constitute one agreement. [SIGNATURES ON FOLLOWING PAGE] Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS Peter Pirnejad Town Manager Attest: Town Clerk Approved as to Form: Steven T. Mattas, Town Attorney Consulting Services Agreement between Town of Los Altos Hills and CSG October 20, 2022 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES AND PAYMENT Consulting Services Agreement between October 20,2022 Town of Los Altos Hills and CSG Page 1 of 1 PROPOSAL TO THE Town of Los Altos Hills FOR Complete Greenhouse Gas Emission (GHG) Inventories that include: 2016,2017,2019,2020 and 2021 Municipal Inventories 2020 and 2021 Community Inventories PREPARED BY CSG Consultants,Inc. June 10,2022 CSG CONSULTANTS 550 Pilgrim Drive,Foster City,CA 94404 phone 650.522.2500 fax 650.522.2599 I www.csgengr.com Foster city •Pleasanton •San Jose •Saaamento •Newman •Orange Employee-Owned CSG PROPOSALTO THE TOWN OF Los ALTOS HILLS GREENHOUSE GAS EMISSION (GHG)INVENTORIES Cover Letter June 10,2022 Sofia Mangalam Planning and Building Director Town of Los Altos Hills 26379 Fremont Road Los Altos Hills,CA 94022 Re:Proposal to Complete Greenhouse Gas Emissions (GHG)Inventories Dear Ms.Mangalam, Thank you for the opportunity for CSG Consultants (CSG)to provide additional GHG Inventory Work for the Town of Los Altos Hills (Town).Please find our proposal to complete Greenhouse Gas Emission (GHG)Inventory Work for: •2016,2017,2019,2020 and 2021 Municipal GHG Inventory •2020 and 2021 Community GHG Inventory Similar to the last GHG Inventory project that CSG completed for the Town,Kathleen Gallagher will serve as the Project Manager and she brings over 29 years of sustainability program management experience,climate action planning and zero waste program management.Jonathan Kwan will serve as the Sustainability Programs Analyst for this project.Mr.Kwan has developed GHG inventories and forecasts using the Local Governments for Sustainability (ICLEI)GHG protocol for municipal operations and community wide emissions and has also been involved in implementing sustainability programs.You will find Ms.Gallagher’s and Mr.Kwan’s resumes in this proposal.Ms.Gallagher’s contact information is as follows: Kathleen Gallagher,Senior Sustainability Manager 550 Pilgrim Drive,Foster City,CA 94404 (650)489-9097 (mobile)I kathleeng@csgengr.com The attached scope of work will be provided to the Town on a not to exceed basis of $17,732 and details are included in the scope of work.Please feel free to contact Ms.Gallagher with any questions or comments you may have regarding our proposal.We look forward to providing these services to the Town of Los Altos Hills. Sincerely, F Cyrus Kianpour,PE,PLS President,CSG Consultants,Inc. CSG SULTANTS Employee-Owned 550 Pilgrim Drive,Foster City,CA 94404 phone 650.522.2500 I fax 650.522.2599 I WWw.csgengr.com CSG PROPOSALTOTHETOWN OFLOSALTOS HILLS GREENHOUSE GAS EMISSION (GHG)INVENTORIES Firm Profile CSG Consultants,Inc.(CSG)is an employee-owned,California company with our corporate and local office in Foster City and additional offices in Pleasanton,San Jose,Sacramento,Newman,Fresno,and Orange.Founded in 1991,CSG performs work solely for public agencies,eliminating the potential for conflicts of interest.In this way,we can focus exclusively on the specific needs of our municipal clients. The majority of the 300+individuals within our firm have provided public agency services throughout their entire careers.Our talented personnel bring a wealth of ideas and experiences,having held positions with communities facing similar development opportunities as the Town of Los Altos Hills. NAME OF FIRM:CSG Consultants,Inc. PROJECT CONTACT:Kathleen M Gallagher,Sustainability Programs Manager HEADQUARTERS &550 Pilgrim Drive,Foster City,CA 94404 LOCAL OFFICE:(650)522-2500 REGIONAL OFFICES:3875 Hopyard Road,Suite 141,Pleasanton,CA 94588 3150 Almaden Expressway #255,San Jose,CA 95118 1303 J Street,#270,Sacramento,CA 95814 930 Fresno Street,Newman,CA 95360 5151 N.Palm Avenue,Suite 530,Fresno,CA 93704 3707 W.Garden Grove Boulevard,#100,Orange,CA 92868 YEARS IN BUSINESS:30 Founded in 1991 EMPLOYEES:300+ TYPE OF BUSINESS:California Corporation Incorporated June 15,2000 Federal ID:91-2053749 ~sG.. ••~ -_‘_‘:.•_•~:;~~‘ -~-• ;.-‘.—‘~.- ••,.-.-—-- CSG CONSULTANTS Comprehensive Municipal Services CSG PROPOSAL TO THE TOWN OF Los ALTOS HILLS GREENHOUSE GAS EMISSION (GHG)INVENTORIES CSG is customer-centric and organized into the lines of business outlined below,each managed by experts in their respective fields. PLANNING & SUSTAINABILITY Climate Action Plan Development Greenhouse Gas Reduction Program Implementation Energy Efficiency,Water Conservation Program Implementation Zero Waste Programs CEQA Environmental Review AS 32 Compliance Grant Writing /Manogement Staff Augmentation Project Management Including Plan, Zoning and Policy Amendments PUBLIC WORKS ENGINEERING &DESIGN Capital Improvement Project Design: Transportation/Roadway,Water and Sewer Utilities,Traffic Engineering Development Review,Plan Check,Surveying and Mopping,Storm Water Program Compliance (NPDES,QSP/QSD) BUILDING &FIRE LIFE SAFETY Building Deportment Administration Building Plan Review and Inspection Fire Plan Review and Inspection Structural Plan Review OSHPD3 Review CASp Assessment and Inspection Public Facilities Assessment LEED/Green Building Services Code Compliance/Enforcement Staff Augmentation CIP PROJECT &PROGRAM MANAGEMENT Capital Improvement Program Development and Implementation Federal and State Grant Administration Rule 20A Undergrounding Staff Augmentation Including:Design Consultant Coordination,Project Scoping,RFP Preparation CONSTRUCTION MANAGEMENT & INSPECTION Contract Administration,including: Resident Engineer Oversight,Inspection and Construction Management Constructability/Biddability Reviews Cost and Schedule Control Claims Avoidance INFORMATION TECHNOLOGY Green Vue Software Digital Plan Review Electronic Archiving Web-Based Construction Management Asset Management Project Management GIS and ITSupport CSG Professionals Staff Composition Our professional municipal services staff consists of the following types of professionals: 0 Sustainability/Climate Action/GHG Professionals S Civil Engineers S Planning &Environmental Professionals S Building Plan Reviewers &Inspectors S Fire Plan Reviewers &Inspectors S Structural Engineers S Plan Review Engineers S Building Officials S Grading Improvement Plan Reviewers &Inspectors S Construction Managers S Construction Inspectors S Information Technology Professionals S Certified Access Specialist Professionals (CASp) S Code Enforcement Officers CSG CONSULTANTS CSG PROPOSALTO THE TOWN OF Los ALTOS Hius GREENHOUSE GAS EMISSION (GHG)INVENTORIES Scope of Work Task 1:Project Initiation,Review GHG Inventories to develop GHG Data Needs Spreadsheet and GHG Communications Document The project initiation involves CSG’s review of the existing GHG inventories and development of the GHG Data Needs Table and the GHG Communication Document.The GHG Data Needs Table will include the list of required data sources and data providers contact information to enable CSG to obtain necessary emission data to streamline the data collection process.CSG will develop the table and include existing information and provide the document to Town staff and EIC to update any new contact information on this document.It is assumed that the contact information in the table would be updated by Town staff and EIC within three weeks of receiving the document to reduce any delays in inventory development. The GHG Communication Document is a cloud based working document intended to track questions and responses between CSG,Town Staff,and the EIC to reduce the number of meetings needed.The document will be sent to Town staff and the EIC and include CSG’s initial questions and clarification needed based on CSG’s review of the existing GHG inventories.Both documents will be included in SharePoint to allow Town staff and the EIC to allow streamlined sharing of information. Deliverables: •GHG Data Needs Table •GHG Communication Document Task 2:Data Collection and Complete Draft Community and Municipal GHG Inventories Task 2.1:Using the completed GHG Needs Table,CSG will request and obtain the Community GHG data,Municipal GHG data,and emissions factors related to electricity,natural gas, transportation,waste,and water/wastewater to complete the seven (7)inventories.CSG anticipates that it can gather this data from PG&E and other sources but may need assistance from Town staff and the EIC if there are delays in gathering this data. Task 2.2:CSG will complete the seven (7)GHG inventories using the Town’s GHG inventory spreadsheets provided to CSG on May 27th~As requested by the Town staff and EIC,the Community GHG inventories will account for GHG emissions associated with electricity and natural gas use,transportation,waste,wastewater treatment,and additional categories such as air travel.The Municipal Inventories will account for GHG emissions associated with Town buildings and facilities,Town fleet vehicles and equipment,employee commute,and other applicable sectors.Similar to work completed in the past for the Town,the updated data in the spreadsheet will be uploaded to the ICLEI Clearpath online portal. Deliverables:Seven (7)Draft GHG inventories using the Town’s GHG Inventory Spreadsheet: •2016,2017,2019,2020 and 2021 Municipal GHG Inventory •2020 and 2021 Community GHG Inventory Task 3:Analyze GHG Inventory methodology and develop Summary Table,review the Draft Inventories with ICLEI staff and Town staff and EIC,and complete final GHG Inventory Task 3.1:Town staff,EIC,and CSG staff met on May 27,2022 and discussed the Town’s GHG OSO CONSULTANTS CSG PROPOSAL TO THE TOWN OF LoS ALTOS HILLS GREENHOUSE GAS EMISSION (GHG)INVENTORIES methodology used to calculate the Town’s GHG inventories and the differences in the Town’s methodology as compared to the Local Governments for Sustainability (ICLEI) Community Protocol for Accounting and Reporting of Greenhouse Gas Emissions (U.S. Community Protocol)and Local Government Operations Protocol.Per the Town’s direction, CSG will review the Town’s completed inventories and identify differences in the Town’s GHG Inventory methodology as compared to the U.S.Community Protocol methodology per ICLEI Local Governments for Sustainability.CSG will provide a summary of the inventory review and highlight the categories that are included in the U.S.Community Protocol that have been omitted in the Town’s GHG Inventory methodology (i.e.,offroad mobile emissions),and highlight additional categories that have been included (i.e.,air travel)in the Town’s methodology (but are not included in the U.S.Community Protocol),and note variances of the U.S.Community Protocol and Local Government Operations Protocol compared to the methodology used in the Town’s inventory spreadsheets. Task 3.2:CSG will meet first with ICLEI staff to review the draft GHG inventories.Comments and recommended changes by ICLEI staff will be documented and provided to Town staff and EIC for their consideration. After the meeting with ICLEI staff,CSG will then meet with Town staff and EIC to receive feedback on the draft GHG Inventories and incorporate their edits into the final GHG inventories.CSG anticipates that 3 to 4 meetings will be required to complete these tasks. Additional meetings may be necessary depending on the comments and feedback received from ICLEI,Town Staff and EIC.Once updates have been completed,CSG will submit the final GHG inventories to Town Staff and EIC.CSG will update any data in the ICLEI Clearpath online portal to reflect any changes. Deliverables: •Summary Table highlighting categories included in the U.S.Community Protocol that were omitted in the Town’s GHG Inventory methodology (i.e.,offroad mobile emissions),and additional categories that have been included (i.e.,air travel)in the Town’s methodology but are not required by the U.S.Community Protocol,and note changes between the ICLEI protocol and the direction provided by the EIC. •Final seven (7)GHG Inventories with edits incorporated from ICLEI and Town Staff and EIC: •2016,2017,2019,2020 and 2021 Municipal GHG Inventory •2020 and 2021 Community GHG Inventory Assumptions: +In order to meet and confer with ICL El staffas directed by Town staff andEIC,ftis assumed that the Town of Los Altos Hills will be an active ICLEI member at the project initiation date. +In orderto complete data collection,itis assumed that the Data Needs Table provided to Town staff and EIC will be completed ten business days from deliveiyof the document +In order to complete the data collection and GHG inventotycalculations,itis assumed that the EIC will provide darification and responses to questions in the GHG Communication Document within 10 business days. 090 CONSULTANTS Kathleen Gallagher CSAG Sustainability Programs Manager CERTIFICATIONS AND Ms.Gallagher is a Sustainability Programs Manager for CSG Consultants and has over 28 years AFFILIATIONS of experience in Climate Action Planning,sustainability program development,recycling,and Joint Venture Silicon Valley solid waste contract management.She has served as project manager for Solid Waste and Network,Climate Protection Task Recycling Programs,Climate Action Plan (CAP)development,energy efficiency projects,grant Force administration,and water conservation projects for several Bay Area jurisdictions.Ms.Gallagher Pacific Energy Center Certification has extensive experience working with City task forces,elected officials,city staff,and the for Energy Efficiency Auditing residential and business community. Currently,Ms.Gallagher serves as the Sustainability Programs Manager for the Town of Colma AWARDS where she is updating the Climate Action Plan for 2030 GHG reduction targets.She manages Beacon Award Winner for development!implementation of the Town’s Climate Action Plan (CAP).Her efforts earned the Sustainability Platinum Town a Platinum Beacon Award from the Institute for Local Government for implementation of best practices for sustainability.Additional projects include serving as the recycling,organicsBeaconAwardWinnerGHG Reductions for Community &and solid waste program technical expert for the development of the Town’s Request for Municipal Proposal for recycling/solid waste collection.Ms.Gallagher served as the technical expert for development of the new franchise agreement with a special focus on commercial and organics diversion programs.Ms.Gallagher completes CalRecycle compliance reporting to meet AB 939, EDUCATION AB 341,SB 1383 requirements and facilitates CalRecycle staff audits. NIR Science!Ms.Gallagher also provides Sustainability Program Management services for the Integrated Universftyof ~Waste Management Program for San Benito County’s Regional Agency.Projects include I Ann Arbor Ml managing landfill operating contract compliance and landfill diversion programs,managingcompliancewithmandates,contract administration for the franchised and non-franchised Series 7 Financial Consultant agreements,household hazardous waste programs,public education/outreach programs, Certification providing technical assistance to the County staff and County committees,and managing grants for the Regional Agency.Ms.Gallagher also completes CalRecycle compliance reporting to meet VALUABLE SKILLS AB 939,AB 341,SB 1383 and SB 1016 requirement and the CalGreen Construction andDemolitionrecyclingrequirements. Climate Action Plan Development Zero Waste/Recycling Management OTHER RELEVANT EXPERIENCE Construction &Demolition Ms.Gallagher developed Hillsborough’s Climate Action Plan in collaboration with the Recycling/CalGreen Sustainable Hilisborough Task Force with elected officials and Town staff.She developed the following new sustainable programs for Hillsborough: CalRecycle Compliance •Solar Community Program design and implementation Energy Efficiency/Water ..•Construction and Demolition Recycling ProgramsConservation •Municipal Green Building Policy development and implementation Public Education/Outreach ..•Residential Energy Efficiency Program Environmental Preferable •Energy Efficiency,Green Building and Solar Workshops design and implementation Purchasing Policies ..•Climate Protection Grant Proposal completion (awarded full grant funding) City Task Force Facilitation She facilitated CAP development with the City of Burlingame’s Green Ribbon Task Force that Presentations to Elected Officials consisted of City Council members,City commissioners,residents,and business community members.Ms.Gallagher developed the Climate Action Plan’s guiding principles,greenhouse gas Grant Writing reduction programs,estimated costs,timelines,and reduction targets.Ms.Gallagher coordinated CAP development with City staff and community through a Community Climate Action Plan Workshop.Concurrent with CAP development,she developed a green building program,solar community program and energy efficiency workshops for immediate sustainability program implementation. CSG CONSULTANTS CSG CONSULTANTS Mr.Kwan serves as a Sustainability Programs Analyst for CSG Consultants,utilizing expertise gained from employment with San Francisco Bay Area jurisdictions to deliver planning, sustainability,and environmental services to CSG’s public agency clients.His experience includes conducting greenhouse gas emissions inventories and forecasts,developing Climate Action Plans (CAPs),General Plan documents and ordinances,processing of current planning applications,preparing and reviewing documents pursuant to CEQA requirements,advance planning and General Plan work,and generating maps with GIS software. Town of Los Altos Hills,CA Mr.Kwan analyzed the Town’s previous greenhouse gas inventories and provided recommendations on updates to methodology to conduct additional greenhouse gas inventories.He prepared four Community Wide and Government Operations greenhouse gas inventories (2016-2019)for the Town of Los Altos Hills.The inventory results were presented to the Town’s Environmental Initiatives Committee and Staff through a report prepared by CSG Consultants Inc. Town of Colma,CA As a consultant to the Town of Colma,Mr.Kwan executed sustainability projects for the Town. Projects include:a Climate Action Plan update,the preparation of reach codes to incentivize building electrification in residential and commercial uses and the addition of EV charging infrastructure;conducting a community-wide greenhouse gas inventory;development of a Green Infrastructure Plan to promote a cost-effective,resilient approach to stormwater management;amending the Stormwater Management and Discharge Ordinance and Disposable Food Ware Ordinance;and Tree City USA Certification. CivicSpark Fellow,Local Government Commission Mr.Kwan served as a CivicSpark Fellow to provide sustainability programs support to Cupertino,Mountain View,Redwood City,and Sunnyvale.Projects included conducting greenhouse gas inventories,an Environmentally Friendly Purchasing Handbook update,and developing marketing materials for resource conservation programs. OTHER RELEVANT EXPERIENCE Mr.Kwan provides current and advance planning services to the Town of Colma and the City of Scotts Valley.He is responsible for processing new development,use permit and design review applications,assuring CEQA compliance,providing counter support to the cities,and developing GIS exhibits. He has processed advanced planning projects including ordinance amendments and prepared environmental documentation pursuant to the requirements of CEQ.A,including Initial Studies and Mitigated Negative Declarations.He is currently assisting with the updating of the Town’s General Plan and Climate Action Plan. Jonathan Kwan Sustainability Programs Analyst EDUCATION Bachelor of Arts,Environmental Studies:Concentration in Urban Planning University of California,Santa Barbara I Santa Barbara,CA TRAINING 2019 SEEC Greenhouse Gas Inventory Cohort 2020 ICLEI Greenhouse Gas Forecasting,Target Setting,and Planning Cohort CSG CSG PROPOSAL TO THE TOWN OF Los ALTOS HILLS GREENHOUSE GAS EMISSION (GHG)INVENTORIES Scope of Work Cost CSG’s cost for this project are provided in the table below. -SustainabilitySustainabilityTasksPrograms CSG TotalsProgramsAnalystManager Billing Rate $140 $195 Hours Cost Task 1:Project Initiation, Review GHG Inventories to develop GHG Data Needs 15 4 19 $2,880 Spreadsheet and GHG Communications Document Task 2.1:Data Collection Task 2.2:Complete Draft Community and Municipal GHG Inventories Task 3.1:Analyze GHG Inventory methodology and develop Summary Table, Task 3.2:Review the Draft Inventories with ICLEI staff and Town staff and EIC,and complete final GHG Inventory Contingency (10%) 28 4 20 1 1 3 6 $3,555 29 $4,115 $1,145 $3,97026 $1,556 $17,232 All hourly rates include overhead costs including,but not limited to,salaries,benefits,Workers Compensation Insurance,travel and office expenses.Should the scope of work change,or circumstances develop which necessitate special handling,CSG will notify the City prior to proceeding.CSG will mail an invoice every month for services rendered during the previous month.On July 1 of each year,CSG will initiate a rate increase based on change in CPI for the applicable region. CSG CONSULTANTS Signature:~ Email:ppirnejad@losaltoshills.ca.gov Total Hours &Cost 7 133 Attachment 2 General consultant services agreement with CSG-Signed Final Audit Report 2022-11-14 Created:2022-11-14 By:Sofia Mangalam (smangalam©Iosaltoshills.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAALhTHYNP-FGfzTUpLzHfatE2yVufJmin_ “Attachment 2 General consultant services agreement with CSG -Signed”History ~Document created by Sofia Mangalam (smangalam~Iosaltoshills.ca.gov) 2022-11-14 -10:26:39 PM GMT C?~Document emailed to Peter Pirnejad (ppirnejad~Iosaltoshills.ca.gov)for signature 2022-11-14-10:27:36 PM GMT ~Email viewed by Peter Pirnejad (ppirnejad~losaltoshiIls.ca.gov) 2022-11-14-10:33:04 PM GMT 1~5~Document e-signed by Peter Pirnejad (ppirnejad~losaltoshills.ca.gov) Signature Date:2022-11-14 -10:34:10 PM GMT -Time Source:server O Agreement completed. 2022-11-14-10:34:10 PM GMT Adobe Acrobat Sign